FORM 10-K405/A
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                 AMENDMENT NO. 1 TO
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997

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

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

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

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

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

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

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

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

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

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

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

                  DOCUMENTS INCORPORATED BY REFERENCE:  None


<PAGE>
                                 Form 10-K405/A
                                Amendment No. 1
                                  Introduction

This  Amendment  No. 1 to Annual  Report on Form  10-K405/A  for the year  ended
December 31, 1997 corrects a typographical  error included in Item 8 (Page F-76)
by  substituting  $2.32  per Mcf for  $3.23  per  Mcf as the gas  price  used to
determine the standardized measure of discounted future net cash flows of proved
oil and gas reserves.

<PAGE>
                                 FORM 10-K405/A
                               TABLE OF CONTENTS



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

PART II.....................................................................27
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......27
      ITEM 6.     SELECTED FINANCIAL DATA...................................29
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................38
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............65
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................65

PART III....................................................................65
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
                  PARTNER...................................................65
      ITEM 11.    EXECUTIVE COMPENSATION....................................67
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................77
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............78

PART IV.....................................................................80
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................80
      SIGNATURES............................................................86




<PAGE>




                                    PART I.

ITEM 1.  BUSINESS

      General

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

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

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


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



                                       1
<PAGE>




      The  General  Partner  currently  serves as general  partner of 29 limited
partnerships  including the Partnerships.  The General Partner is a wholly-owned
subsidiary  of Samson  Investment  Company.  Samson  Investment  Company and its
various corporate subsidiaries, including the General Partner (collectively, the
"Samson Companies"),  are 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, 1997, the Samson Companies owned interests
in  approximately  13,000  oil and gas wells  located in 19 states of the United
States and the countries of Canada, Venezuela, and Russia. At December 31, 1997,
the Samson Companies operated  approximately  2,500 oil and gas wells located in
15 states of the United States, as well as Canada, Venezuela, and Russia.

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

      As limited partnerships,  the Partnerships have no officers, directors, or
employees.  They rely instead on the  personnel  of the General  Partner and the
other Samson  Companies.  As of February 1, 1998, the Samson Companies  employed
approximately  820 persons.  No employees are covered by  collective  bargaining
agreements,  and management  believes that the Samson Companies  provide a sound
employee relations environment. For information regarding the executive officers
of the General Partner,  see "Item 10.  Directors and Executive  Officers of the
General Partner."

      The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza,  Two West Second Street,  Tulsa,  Oklahoma  74103,  and
their telephone number is (918) 583-1791 or (800) 283-1791.

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



                                       2
<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.


      Competition and Marketing

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

      The most important  variable  affecting the Partnerships'  revenues is the
prices  received for the sale of oil and gas.  Predicting  future prices is very
difficult.  Concerning  past trends,  average yearly  wellhead gas prices in the
United States have been volatile for a number of years.  For the past ten years,
such  average  prices have  generally  been in the $1.40 to $2.40 per Mcf range,
significantly  below prices  received in the early 1980s.  Average gas prices in
the latter part of 1996 and parts of 1997,  however,  were somewhat  higher than
those yearly averages. Gas prices are currently in the higher end of the 10-year
average price range described above.




                                       3
<PAGE>



      Substantially  all of the Partnerships' gas reserves are being sold on the
"spot  market."  Prices on the spot  market  are  subject to wide  seasonal  and
regional pricing  fluctuations due to the highly  competitive nature of the spot
market. In addition,  such spot market sales are generally  short-term in nature
and are dependent  upon the  obtaining of  transportation  services  provided by
pipelines.  Spot prices for the Partnerships'  gas decreased from  approximately
$3.57 per Mcf at December  31, 1996 to  approximately  $2.32 per Mcf at December
31, 1997. Such prices were on an MMBTU basis and differ from the prices actually
received by the  Partnerships  due to  transportation  and marketing  costs, BTU
adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last several  months as well as  expectations  of at least a short-term
slowdown in Asian energy  demand,  oil prices have  recently  been in the mid to
lower  portions of this  pricing  range,  and in early 1998 dropped to as low as
approximately  $13.75  per  barrel.  It is not known  whether  this  trend  will
continue.  Prices for the Partnerships' oil decreased from approximately  $23.75
per barrel at December 31, 1996 to  approximately  $16.25 per barrel at December
31, 1997.

      Future prices for both oil and gas will likely be different  from (and may
be lower  than) the prices in effect on  December  31,  1997.  Primarily  due to
heating  season  demand,  year-end  prices in many past years have  tended to be
higher, and in some cases  significantly  higher,  than the yearly average price
actually  received  by  the  Partnerships  for  at  least  the  following  year.
Management  is unable to predict  whether  future  oil and gas  prices  will (i)
stabilize, (ii) increase, or (iii) decrease.


      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 1997:



                                       4
<PAGE>



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

   II-A          El Paso Energy Marketing Company
                   ("El Paso")                                    29.7%
                 Amoco Production Company ("Amoco")               14.8%
                 Hallwood Petroleum, Inc. ("Hallwood")            12.1%

   II-B          El Paso                                          31.8%
                 Hallwood                                         16.3%

   II-C          El Paso                                          29.3%

   II-D          El Paso                                          22.8%

   II-E          El Paso                                          41.3%

   II-F          El Paso                                          24.5%
                 Texaco Exploration and Production,
                   Inc. ("Texaco")                                11.1%

   II-G          El Paso                                          24.3%
                 Texaco                                           11.1%

   II-H          El Paso                                          23.9%
                 Texaco                                           11.1%


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

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





                                       5
<PAGE>



      Oil, Gas, and Environmental Control Regulations

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

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

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

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




                                       6
<PAGE>




      Insurance Coverage

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


ITEM 2.  PROPERTIES

            Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 1997.

                              Well Statistics(1)
                            As of December 31, 1997

         Number of Gross Wells(2)           Number of Net Wells(3)
         ------------------------         ----------------------------
P/ship   Total    Oil   Gas   N/A(4)      Total     Oil      Gas     N/A(4)
------   -----    ---   ---   -------     -----    -----    -----    ------
II-A     1,102    383   715     4         47.08    29.99    16.98      .11
II-B       209    120    87     2         25.10    16.20     8.85      .05
II-C       299    115   180     4         10.21     3.20     6.97      .04
II-D       235     90   142     3         28.42     7.03    20.70      .69
II-E       987    721   236    30         12.82     5.09     7.66      .07
II-F     1,009    757   223    29         12.77     6.85     5.89      .03
II-G     1,009    757   223    29         27.63    14.74    12.83      .06
II-H     1,009    757   223    29          6.75     3.57     3.17      .01

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



                                       7
<PAGE>



      Drilling Activities

      During 1997 the II-A  Partnership  participated  in drilling the following
development wells, all of which are currently producing:

                                                                    Working
     Name            County           State           Type          Interest
--------------      --------        --------          ----          --------

Willamar            Willacy         Texas             Oil             11.5%
  Community
  E No. 9

White Farms         Canadian        Oklahoma          Gas             12.0%
  A No. 4

Arthur Clifton      Limestone       Texas             Gas              0.7%
  Unit No. 2


No other Partnership participated in any drilling activities during 1997.


      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.




                                       8
<PAGE>




                              Net Production Data

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

                                            Year Ended December 31,
                                    ----------------------------------------
                                       1997           1996           1995
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                          105,866        103,230        120,420
   Gas (Mcf)                         1,505,818      1,737,090      1,768,316

Oil and gas sales:
   Oil                              $1,995,185     $2,105,377     $2,030,710
   Gas                               3,436,560      3,727,497      2,640,845
                                     ---------      ---------      ---------
     Total                          $5,431,745     $5,832,874     $4,671,555
                                     =========      =========      =========
Total direct operating
   expenses                         $1,888,421     $1,941,040     $1,846,264
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         34.8%          33.3%          39.5%

Average sales price:
   Per barrel of oil                    $18.85         $20.40         $16.86
   Per Mcf of gas                         2.28           2.15           1.49

Direct operating expenses per
   equivalent Bbl of oil                $ 5.29         $ 4.94         $ 4.45




                                       9
<PAGE>




                              Net Production Data

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

                                            Year Ended December 31,
                                    ----------------------------------------
                                       1997           1996           1995
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           67,591         74,434         81,304
   Gas (Mcf)                         1,047,458      1,219,775      1,205,296

Oil and gas sales:
   Oil                              $1,292,911     $1,557,104     $1,351,079
   Gas                               2,523,358      2,622,423      1,853,715
                                     ---------      ---------      ---------
     Total                          $3,816,269     $4,179,527     $3,204,794
                                     =========      =========      =========
Total direct operating
   expenses                         $1,314,450     $1,164,713     $1,524,778
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         34.4%          27.9%          47.6%

Average sales price:
   Per barrel of oil                    $19.13         $20.92         $16.62
   Per Mcf of gas                         2.41           2.15           1.54

Direct operating expenses per
   equivalent Bbl of oil                $ 5.43         $ 4.19         $ 5.40



                                       10
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1997           1996           1995
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           22,753         25,093         26,383
   Gas (Mcf)                           582,748        685,344        737,277

Oil and gas sales:
   Oil                              $  433,286     $  530,533     $  446,522
   Gas                               1,363,371      1,395,407      1,073,415
                                     ---------      ---------      ---------
     Total                          $1,796,657     $1,925,940     $1,519,937
                                     =========      =========      =========
Total direct operating
   expenses                         $  527,821     $  602,924     $  698,645
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         29.4%          31.3%          46.0%

Average sales price:
   Per barrel of oil                    $19.04         $21.14         $16.92
   Per Mcf of gas                         2.34           2.04           1.46

Direct operating expenses per
   equivalent Bbl of oil                $ 4.40         $ 4.33         $ 4.68



                                       11
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1997           1996           1995
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           50,413         66,517         88,913
   Gas (Mcf)                         1,501,911      1,637,645      1,906,303

Oil and gas sales:
   Oil                              $  941,767     $1,332,558     $1,457,580
   Gas                               3,372,387      2,996,544      2,443,936
                                     ---------      ---------      ---------
     Total                          $4,314,154     $4,329,102     $3,901,516
                                     =========      =========      =========
Total direct operating
   expenses                         $1,657,087     $1,800,899     $2,136,244
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         38.4%          41.6%          54.8%

Average sales price:
   Per barrel of oil                    $18.68         $20.03         $16.39
   Per Mcf of gas                         2.25           1.83           1.28

Direct operating expenses per
   equivalent Bbl of oil                $ 5.51         $ 5.31         $ 5.25



                                       12
<PAGE>




                              Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       1997           1996           1995
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           42,668         53,804         63,680
   Gas (Mcf)                           783,379        861,464        937,469

Oil and gas sales:
   Oil                              $  814,761     $1,096,064     $1,070,217
   Gas                               1,801,242      1,597,253      1,227,192
                                     ---------      ---------      ---------
     Total                          $2,616,003     $2,693,317     $2,297,409
                                     =========      =========      =========
Total direct operating
   expenses                         $  909,321     $  913,077     $1,148,507
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         34.8%          33.9%          50.0%

Average sales price:
   Per barrel of oil                    $19.10         $20.37         $16.81
   Per Mcf of gas                         2.30           1.85           1.31

Direct operating expenses per
   equivalent Bbl of oil                $ 5.25         $ 4.63         $ 5.22



                                       13
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1997           1996           1995
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           45,014         47,395         54,773
   Gas (Mcf)                           586,444        761,702        845,804

Oil and gas sales:
   Oil                              $  839,925     $  939,731     $  882,021
   Gas                               1,351,464      1,493,582      1,146,571
                                     ---------      ---------      ---------
     Total                          $2,191,389     $2,433,313     $2,028,592
                                     =========      =========      =========
Total direct operating
   expenses                         $  546,465     $  643,984     $  661,659
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         24.9%          26.5%          32.6%

Average sales price:
   Per barrel of oil                    $18.66         $19.83         $16.10
   Per Mcf of gas                         2.30           1.96           1.36

Direct operating expenses per
   equivalent Bbl of oil                $ 3.83         $ 3.69         $ 3.38



                                       14
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1997           1996           1995
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           94,553         99,593        115,206
   Gas (Mcf)                         1,256,464      1,626,530      1,832,915

Oil and gas sales:
   Oil                              $1,764,599     $1,975,112     $1,855,886
   Gas                               2,905,646      3,183,687      2,492,201
                                     ---------      ---------      ---------
     Total                          $4,670,245     $5,158,799     $4,348,087
                                     =========      =========      =========
Total direct operating
   expenses                         $1,185,722     $1,386,254     $1,455,357
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         25.4%          26.9%          33.5%

Average sales price:
   Per barrel of oil                    $18.66         $19.83         $16.11
   Per Mcf of gas                         2.31           1.96           1.36

Direct operating expenses per
   equivalent Bbl of oil                $ 3.90         $ 3.74         $ 3.46




                                       15
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1997           1996           1995
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           21,998         23,172         26,870
   Gas (Mcf)                           304,593        397,146        449,854

Oil and gas sales:
   Oil                              $  410,718     $  459,899     $  433,226
   Gas                                 709,016        770,323        609,509
                                     ---------      ---------      ---------
     Total                          $1,119,734     $1,230,222     $1,042,735
                                     =========      =========      =========
Total direct operating
   expenses                         $  290,042     $  339,390     $  358,984
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         25.9%          27.6%          34.4%

Average sales price:
   Per barrel of oil                    $18.67         $19.85         $16.12
   Per Mcf of gas                         2.33           1.94           1.35

Direct operating expenses per
   equivalent Bbl of oil                $ 3.99         $ 3.80         $ 3.52


      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,  1997.  The
schedule  of  quantities  of proved oil and gas  reserves  was  prepared  by the
General  Partner in accordance  with the rules  prescribed by the Securities and
Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by
Ryder  Scott  Company  Petroleum   Engineers  ("Ryder  Scott"),  an  independent
petroleum  engineering  firm. As used  throughout  this Annual  Report,  "proved
reserves"  refers to those  estimated  quantities  of crude  oil,  gas,  and gas
liquids which  geological  and  engineering  data  demonstrate  with  reasonable
certainty to be  recoverable  in future years from known oil and gas  reservoirs
under existing economic and operating conditions.



                                       16
<PAGE>




      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,  1997.  Such prices were not
escalated  except in  certain  circumstances  where  escalations  were fixed and
readily  determinable  in accordance with applicable  contract  provisions.  The
prices  used  in  calculating   the  net  present  value   attributable  to  the
Partnerships'  proved reserves do not necessarily  reflect market prices for oil
and gas  production  subsequent  to  December  31,  1997.  Year-end  prices have
generally  been higher than prices during the rest of the year.  There can be no
assurance  that the prices  used in  calculating  the net  present  value of the
Partnerships' proved reserves at December 31, 1997 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.




                                       17
<PAGE>




                              Proved Reserves and
                               Net Present Values
                             From Proved Reserves
                          As of December 31, 1997(1)

II-A Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  8,356,437
      Oil and liquids (Bbls)                                       539,343

   Net present value (discounted at 10% per annum)             $12,407,355

II-B Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  5,229,097
      Oil and liquids (Bbls)                                       387,865

   Net present value (discounted at 10% per annum)             $ 8,071,131

II-C Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,889,883
      Oil and liquids (Bbls)                                       162,147

   Net present value (discounted at 10% per annum)             $ 5,267,515

II-D Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  9,255,929
      Oil and liquids (Bbls)                                       383,039

   Net present value (discounted at 10% per annum)             $11,085,069

II-E Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  5,074,002
      Oil and liquids (Bbls)                                       237,194

   Net present value (discounted at 10% per annum)             $ 6,823,354

II-F Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,944,059
      Oil and liquids (Bbls)                                       315,819

   Net present value (discounted at 10% per annum)             $ 6,688,489



                                       18
<PAGE>




II-G Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  8,448,788
      Oil and liquids (Bbls)                                       664,340

   Net present value (discounted at 10% per annum)             $14,197,304

II-H Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,044,982
      Oil and liquids (Bbls)                                       155,440

   Net present value (discounted at 10% per annum)             $ 3,380,100

----------

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

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

      Significant Properties

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

      The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Southern  Oklahoma Folded Belt Basin is located in southern  Oklahoma.
The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while
the Permian Basin straddles west Texas and southeast New Mexico.  Northeast Utah
contains  the Uinta  Basin,  while the  Sacramento  Basin is  located in central
California.  The Williston Basin is located in North Dakota,  South Dakota,  and
Eastern Montana.



                                       19
<PAGE>
<TABLE>
<CAPTION>




                                                 Significant Properties
                                                 ----------------------

                                                                   Wells
                                                                 Operated by
                                                                 Affiliates        Oil          Gas
                        Gross     Net       Other       Total    ------------    Reserves     Reserves      Present
     Basin              Wells     Wells     Wells(1)    Wells    Number    %      (Bbl)        (Mcf)         Value
------------------      ------   -------    --------    ------   ------   ----   --------    ----------    ----------
<S>                       <C>    <C>            <C>       <C>      <C>    <C>    <C>         <C>           <C>       
II-A Partnership:
      Anadarko            169     9.88          58        227      35     15%     51,131     4,377,441     $5,344,894
      Gulf Coast          270    12.02           2        272       1      -%    169,557     1,613,746      2,693,269
      Permian             484     4.18          11        495      10      2%     63,838       997,003      1,362,308
      Southern Okla.
        Folded Belt        17     2.22          23         40      12     30%     62,956       648,662      1,214,239

II-B Partnership:
      Anadarko             42     5.12           4         46      14     30%     21,287     2,505,100     $2,849,997
      Gulf Coast           29      .79           2         31       1      3%     35,805       784,913      1,183,795
      Permian              11     1.43           3         14      10     71%     38,467       796,796        890,676
      Southern Okla.
       Folded Belt         13     3.50           1         14      12     86%    101,012       843,100      1,652,372
      Uinta                10     1.01           1         11       -      -%    107,810       187,584      1,136,984

II-C Partnership:
      Anadarko            104     5.30          16        120      22     18%     20,753     2,182,901     $2,576,147
      Southern Okla.
       Folded Belt         17     1.64           1         18      15     83%     43,728       587,814        930,768

II-D Partnership:
      Anadarko             72     9.91          13         85      10     12%     37,984     3,470,933     $4,205,358
      Sacramento           34     5.63           1         35       -      -%       -        2,153,514      1,952,005
      Williston            74     2.49           1         75       -      -%    185,370       191,116      1,096,499
      Gulf Coast           20     2.97           -         20      10     50%     62,717       942,820      1,136,417

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




                                       20
<PAGE>
<TABLE>
<CAPTION>




                                                 Significant Properties
                                                 ----------------------

                                                                 Wells
                                                               Operated by
                                                               Affiliates         Oil          Gas
                        Gross     Net      Other      Total    ------------     Reserves     Reserves     Present
     Basin              Wells    Wells     Wells(1)   Wells    Number    %       (Bbl)        (Mcf)        Value
------------------      ------   -------   --------   ------   ------   ----    --------    ----------   ----------
<S>                       <C>     <C>       <C>       <C>        <C>    <C>     <C>         <C>          <C>       
II-E Partnership:
      Anadarko             37     2.25         23        60      15     25%       5,810     2,222,572    $2,371,567
      Gulf Coast           46     3.19          6        52      10     19%      74,860       369,287       755,167
      Permian             831     4.54      2,533     3,364       8      -%     116,648     1,598,410     2,413,276
      Southern Okla.
       Folded Belt         10      .50       -           10       1     10%      17,717       823,681     1,057,730

II-F Partnership:
      Anadarko             65     2.39         25        90      17     19%       4,987     1,630,842    $1,841,287
      Permian             824     7.39      2,530     3,354       4      -%     274,943     1,515,389     3,948,477
      Southern Okla.
       Folded Belt         29     2.11       -           29      23     79%      18,528       609,628       695,450

II-G Partnership:
      Anadarko             65     5.08         25        90      17     19%      10,759     3,446,615    $3,893,134
      Permian             824    15.51      2,530     3,354       4      -%     574,459     3,165,274     8,252,982
      Southern Okla.
       Folded Belt         29     4.78       -           29      23     79%      41,979     1,380,923     1,575,495

II-H Partnership:
      Anadarko             65     1.21         20        85      17     20%       2,524       814,347    $  919,184
      Permian             824     3.58      2,530     3,354       4      -%     132,860       733,034     1,911,408
      Southern Okla.
       Folded Belt         29     1.26       -           29      23     79%      11,094       365,066       416,959


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

</TABLE>


                                       21
<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

      Upon acquiring an interest in certain natural gas producing wells in 1988,
the II-A, II-B, II-C, II-D, and II-E Partnerships  became  plaintiffs  (together
with certain  other owners of interests in the same wells) in a lawsuit  seeking
damages from Texaco, Inc.  ("Texaco") for (i) take-or-pay  deficiencies and (ii)
gas pricing  claims  arising out of a gas  purchase  contract  pursuant to which
Texaco purchased gas from the Partnerships and the other owners. That lawsuit is
styled Wolverine  Exploration Company, et al. v. Natural Gas Pipeline Company of
America, et al., Case No. CJ-88-5522,  District Court of Tulsa County, Oklahoma,
filed  September  12,  1988.  In June  1995,  as a result  of an order  from the
Oklahoma Court of Appeals and agreement  among the parties,  an arbitration  was
conducted before a three person panel. On September 6, 1995 the panel issued its
determination and awarded damages to the plaintiffs in the matter.


                                       22
<PAGE>


      Geodyne  filed a petition  with the Tulsa County  District  Court  seeking
confirmation of the  arbitration  award.  Texaco has contested the  confirmation
based upon stated legal and factual arguments,  all of which Geodyne believes to
be without merit. A hearing on the  confirmation  petition was held on May 1 and
2, 1996. As of the date of this Annual Report,  no ruling has been issued in the
matter. Texaco has stated that it will contest Geodyne's entitlement to interest
on the  arbitration  award from  September  6, 1995  through  the date of actual
payment.  Additionally,  Texaco  sought  to reopen  its  Chapter  11  bankruptcy
proceedings in an effort to avoid  enforcement of the arbitration  award through
the bankruptcy court.  Texaco's motion to reopen the bankruptcy  proceedings was
granted.  Geodyne and other parties moved to dismiss the Texaco  proceeding.  In
addition, all parties moved for summary judgment in the bankruptcy  proceedings.
On January 16, 1998 the bankruptcy court ruled in favor of Geodyne on its motion
for summary judgment,  rejecting all of Texaco's efforts to void the arbitration
award. Texaco, however, has the right to appeal the bankruptcy court's ruling.

     In  addition,  Geodyne and the other  plaintiffs  have filed a new district
court action in Tulsa County,  Oklahoma styled Geodyne  Production Co. et al. v.
Texaco,  Inc. Case No.  CJ-96-00955,  District Court of Tulsa County,  Oklahoma.
This lawsuit seeks,  reimbursement  from Texaco for expenses incurred by Geodyne
and the other plaintiffs in connection with Texaco's  reopened  bankruptcy court
action. No further proceedings on this lawsuit have occurred to date.

      Following the ruling of the bankruptcy  court,  the parties have agreed to
meet to discuss settlement of the entire dispute. However, there is no assurance
of a settlement.

      The  total  amounts  of (i) the  arbitration  award  and  (ii)  post-award
interest from September 6, 1995 accrued through December 31, 1997, applicable to
the  Partnerships  after deducting  applicable  taxes and royalties due to other
parties is summarized as follows:


                                                   Arbitration Award
                                                    with Post Award
                     Arbitration Award                  Interest
                  -----------------------       ------------------------
   Partnership       Total       Per Unit          Total       Per Unit
   -----------    ----------     --------       ----------     ---------

      II-A        $1,392,000      $ 2.88        $1,703,000      $ 3.52
      II-B         2,274,000        6.29         2,781,000        7.69
      II-C           975,000        6.30         1,192,000        7.71
      II-D         2,470,000        7.84         3,020,000        9.59
      II-E         5,014,000       21.91         6,132,000       26.80


The above  estimates  may change  for a number of  reasons,  including,  but not
limited  to, an appeal of the award by Texaco,  and any final  award of expenses
and post-award interest.



                                       23
<PAGE>


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

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

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

On January 18, 1996,  PaineWebber  issued a press release indicating that it had
reached an  agreement  to settle the pending  Federal  Partnership  Class Action
along with the Neidick matter referred to above (collectively,  the "PaineWebber
Partnership  Class  Actions"),  along  with a  settlement  with  the  SEC and an
agreement  to settle with various  state  securities  regulators.  On that date,
PaineWebber  paid $125  million  into an interest  bearing  account as part of a
memorandum of  understanding  in connection  with the proposed  settlement  (the
"Settlement  Fund").  The Settlement  Fund applies to claims related to both the
Partnerships and  certain other  investment  programs sold  by  PaineWebber.  In


                                       24
<PAGE>



addition, PaineWebber agreed to a SEC administrative order creating a capped $40
million fund (the "SEC Claims  Fund"),  which is to be  distributed  to eligible
Limited Partners by an independent administrator (the "Claims Administrator"); a
civil  penalty of $5 million  leveled by the SEC;  and payments  aggregating  $5
million to state securities administrators. Such settlement is not an obligation
of either the  Partnerships  or Geodyne and,  accordingly,  would not affect the
financial statements of the Partnerships.

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

      Plaintiffs'  counsel will be responsible for allocating  payments from the
$125 million  Settlement  Fund previously  funded by PaineWebber  among eligible
Limited  Partners and investors in other unrelated  PaineWebber  partnerships in
accordance  with the  settlement.  The amount and date of any payment  will vary
depending  upon many factors set forth in the Notice.  It is currently  expected
that payments from the Settlement Fund will be made some time in 1998.

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

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



                                       25
<PAGE>




     Eligible  Limited  Partners  were  required to timely  execute and return a
proof of claim by January 17, 1997 in order to participate in the settlement.

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

      On March 20, 1997 the  settlement  described  above was  confirmed  by the
federal district court.  Certain limited partners in partnerships  that were not
sponsored by the General Partner appealed the  confirmation;  however,  all such
appeals were denied by the United States Second Circuit Court of Appeals and the
settlement  order is now final.  The parties are currently  awaiting a ruling by
the federal  district judge as to the amount of attorneys' fees to be awarded to
the plaintiffs'  attorneys from the Settlement Fund. The General Partner expects
that the Settlement  Fund will be distributed to eligible class members within a
few months following the entry of a final order on the attorneys' fees.

      Except  as set forth  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.


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 1997.




                                       26
<PAGE>




PART II.

ITEM 5.  MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  January  31,  1998,  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                4,251
               II-B            361,719                2,708
               II-C            154,621                1,408
               II-D            314,878                2,954
               II-E            228,821                2,245
               II-F            171,400                1,699
               II-G            372,189                2,590
               II-H             91,711                1,235


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

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



                                       27
<PAGE>




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

                      1996                          1997                 1998
            ------------------------      ------------------------       ----
            1st    2nd    3rd   4th       1st   2nd    3rd    4th        1st
P/ship      Qtr.   Qtr.   Qtr.  Qtr.      Qtr.  Qtr.   Qtr.   Qtr.       Qtr.
------      ----   ----   ----  ----      ----  ----   ----   ----       ----

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


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


      Cash Distributions

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

     The  following  is a  summary  of cash  distributions  paid to the  Limited
Partners during 1996 and 1997 and the first quarter of 1998.



                                       28
<PAGE>




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

                                   1996
              --------------------------------------------------
                1st         2nd           3rd          4th
P/ship          Qtr.        Qtr.          Qtr.       Qtr.(1)
------        -------     -------       -------     ----------
 II-A         $ .97        $ .97         $1.27        $2.16
 II-B           .46          .85          1.27         2.21
 II-C           .60         1.40          1.39         2.05
 II-D          1.08         1.15          1.06         1.56
 II-E           .80         1.24          1.02         1.39
 II-F          1.72         1.76          2.33         2.85
 II-G          1.64         1.68          2.20         2.78
 II-H          1.60         1.59          2.07         2.66

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

 II-A         $1.58        $2.24         $1.47        $1.25          $1.43
 II-B          1.47         1.96          1.29         1.31           1.71
 II-C          2.38(1)      2.35          2.13         1.57           2.17
 II-D          2.52(1)      2.60          2.34         1.58           3.33
 II-E          1.53(1)      1.93          2.22         1.64           2.21
 II-F          2.39         2.77          3.86         1.90           4.18
 II-G          2.31         2.69          3.96         1.84           4.05
 II-H          2.24         2.58          4.07         1.76           3.83

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


ITEM 6.  SELECTED FINANCIAL DATA

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



                                       29
<PAGE>
<TABLE>
<CAPTION>




                                                Selected Financial Data

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

                              1997              1996              1995              1994              1993
                          -------------     -------------     -------------     -------------     -------------

<S>                        <C>               <C>              <C>               <C>              <C>        
Oil and Gas Sales          $5,431,745        $5,832,874        $ 4,671,555       $ 6,371,949       $ 5,445,632
Net Income (Loss):
   Limited Partners         1,577,370         2,043,339       (    715,678)          265,761      (    723,059)
   General Partner            141,030           156,483             81,747           145,993            84,771
   Total                    1,718,400         2,199,822       (    633,931)          411,754      (    638,288)
Limited Partners' Net
   Income (Loss) per
     Unit                        3.26              4.22       (       1.48)              .55      (       1.49)
Limited Partners' Cash
   Distributions per
     Unit                        6.54              5.37               3.83              5.49              5.72
Total Assets                7,495,013         9,068,387          9,833,188        12,673,498        15,773,152
Partners' Capital
   (Deficit):
   Limited Partners         7,350,261         8,937,891          9,494,552        12,065,230        14,459,469
   General Partner        (   387,587)      (   342,481)      (    311,994)     (    297,741)     (    303,734)
Number of Units
   Outstanding                484,283           484,283            484,283           484,283           484,283
</TABLE>




                                       30
<PAGE>
<TABLE>
<CAPTION>




                                                Selected Financial Data

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

                              1997              1996              1995              1994              1993
                          -------------     -------------     -------------     -------------     -------------

<S>                        <C>               <C>              <C>               <C>               <C>        
Oil and Gas Sales          $3,816,269        $4,179,527        $3,204,794        $4,703,629        $ 4,615,384
Net Income (Loss):
   Limited Partners         1,095,312         1,329,755       (   798,537)      (   574,825)      (    330,130)
   General Partner             99,884           113,834            37,441            87,118             90,840
   Total                    1,195,196         1,443,589       (   761,096)      (   487,707)      (    239,290)
Limited Partners' Net
   Income (Loss) per
     Unit                        3.03              3.68       (      2.21)      (      1.59)      (        .91)
Limited Partners' Cash
   Distributions per
     Unit                        6.03              4.79              3.21              5.98               6.64
Total Assets                4,414,695         5,579,977         6,237,427         8,302,058         11,063,368
Partners' Capital
   (Deficit):
   Limited Partners         4,464,974         5,552,662         5,955,907         7,914,444         10,654,269
   General Partner        (   305,223)      (   265,183)      (   246,438)      (   222,879)      (    196,997)
Number of Units
   Outstanding                361,719           361,719           361,719           361,719            361,719

</TABLE>



                                       31
<PAGE>

<TABLE>
<CAPTION>



                                                Selected Financial Data

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

                              1997              1996             1995               1994              1993
                          -------------     -------------    -------------      -------------     -------------

<S>                        <C>               <C>             <C>                <C>               <C>       
Oil and Gas Sales          $1,796,657        $1,925,940       $1,519,937         $2,289,166        $1,896,565
Net Income (Loss):
   Limited Partners           853,383           707,991      (   337,547)       (    37,871)      (    36,537)
   General Partner             57,028            53,569           20,538             52,546            39,050
   Total                      910,411           761,560      (   317,009)            14,675             2,513
Limited Partners' Net
   Income (Loss) per
     Unit                        5.52              4.58      (      2.18)       (       .24)      (       .24)
Limited Partners' Cash
   Distributions per
     Unit                        8.43              5.43             4.63               7.06              7.44
Total Assets                2,440,315         2,941,348        3,205,943          4,291,920         5,486,394
Partners' Capital
   (Deficit):
   Limited Partners         2,458,089         2,907,706        3,039,715          4,092,262         5,220,133
   General Partner        (   123,277)      (   115,619)     (    99,615)       (    84,153)      (    80,199)
Number of Units
   Outstanding                154,621           154,621          154,621            154,621           154,621

</TABLE>


                                       32
<PAGE>
<TABLE>
<CAPTION>




                                                Selected Financial Data

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

                              1997              1996              1995              1994              1993
                          -------------     -------------     -------------     -------------     -------------

<S>                       <C>               <C>               <C>               <C>               <C>        
Oil and Gas Sales          $4,314,154        $4,329,102        $3,901,516        $4,849,160        $ 4,353,624
Net Income (Loss):
   Limited Partners         1,796,378         1,270,858       (   697,631)      (   193,308)      (    138,556)
   General Partner            127,204            99,743            44,055           108,234             85,418
   Total                    1,923,582         1,370,601       (   653,576)      (    85,074)      (     53,138)
Limited Partners' Net
   Income (Loss) per
     Unit                        5.70              4.04       (      2.22)      (       .61)      (        .44)
Limited Partners' Cash
   Distributions per
     Unit                        9.04              4.85              4.69              6.25               9.29
Total Assets                5,780,264         6,953,850         7,291,164         9,571,883         11,687,932
Partners' Capital
   (Deficit):
   Limited Partners         5,572,122         6,627,744         6,884,886         9,057,517         11,215,825
   General Partner        (   224,003)      (   218,956)      (   143,473)      (   111,528)      (    135,262)
Number of Units
   Outstanding                314,878           314,878           314,878           314,878            314,878

</TABLE>



                                       33
<PAGE>

<TABLE>
<CAPTION>



                                                Selected Financial Data

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

                              1997              1996              1995              1994              1993
                          -------------     -------------     -------------     -------------     -------------

<S>                       <C>               <C>               <C>               <C>               <C>        
Oil and Gas Sales          $2,616,003        $2,693,317        $2,297,409        $2,480,706        $ 2,572,564
Net Income (Loss):
   Limited Partners       (       569)          695,738       ( 1,279,244)      (   842,191)      (    523,678)
   General Partner             66,976            66,720             9,448            43,060             49,510
   Total                       66,407           762,458       ( 1,269,796)      (   799,131)      (    474,168)
Limited Partners' Net
   Income (Loss) per
     Unit                         .00              3.04       (      5.59)      (      3.68)      (       2.29)
Limited Partners' Cash
   Distributions per
     Unit                        7.32              4.45              2.32              4.78               7.81
Total Assets                4,257,875         5,976,145         6,279,396         8,117,206         10,020,423
Partners' Capital
   (Deficit):
   Limited Partners         4,094,575         5,770,144         6,093,406         7,902,650          9,839,841
   General Partner        (   172,017)      (   147,595)      (   122,950)      (   104,398)      (     94,958)
Number of Units
   Outstanding                228,821           228,821           228,821           228,821            228,821

</TABLE>



                                       34
<PAGE>
<TABLE>
<CAPTION>




                                                Selected Financial Data

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

                              1997              1996              1995              1994              1993
                          -------------     -------------     -------------     -------------     -------------

<S>                       <C>               <C>               <C>               <C>                <C>       
Oil and Gas Sales          $2,191,389        $2,433,313        $2,028,592        $2,316,564         $2,636,304
Net Income (Loss):
   Limited Partners           147,631         1,108,389       (   191,631)           19,524            122,048
   General Partner             81,927            79,948            46,686            54,498             73,431
   Total                      229,558         1,188,337       (   144,945)           74,022            195,479
Limited Partners' Net
   Income (Loss) per
     Unit                         .86              6.47       (      1.12)              .11                .71
Limited Partners'
   Cash Distributions
     Per Unit                   10.92              8.66              5.93              9.21               8.87
Total Assets                3,564,889         5,312,077         5,733,459         6,967,432          8,544,148
Partners' Capital
   (Deficit):
   Limited Partners         3,590,805         5,315,174         5,691,785         6,898,416          8,458,892
   General Partner        (   143,355)      (   105,914)      (    84,377)      (    80,063)       (    52,561)
Number of Units
   Outstanding                171,400           171,400           171,400           171,400            171,400

</TABLE>



                                       35
<PAGE>
<TABLE>
<CAPTION>




                                                Selected Financial Data

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

                              1997              1996              1995              1994              1993
                          -------------     -------------     -------------     -------------     -------------

<S>                       <C>               <C>               <C>               <C>               <C>        
Oil and Gas Sales          $4,670,245        $ 5,158,799       $ 4,348,087       $ 5,116,776       $ 5,581,221
Net Income (Loss):
   Limited Partners           114,502          2,250,119      (    714,189)     (     87,682)          130,828
   General Partner            172,947            165,845            94,880           113,680           153,901
   Total                      287,449          2,415,964      (    619,309)           25,998           284,729
Limited Partners' Net
   Income (Loss)
     per Unit                     .31               6.05      (       1.92)     (        .24)              .35
Limit Partners' Cash
   Distributions per
     Unit                       10.80               8.30              5.80              8.72              8.74
Total Assets                7,635,720         11,576,732        12,519,149        15,456,785        18,825,582
Partners' Capital
   (Deficit):
   Limited Partners         7,690,992         11,598,490        12,439,371        15,313,560        18,646,242
   General Partner        (   312,392)      (    244,312)     (    197,620)     (    181,500)     (    122,180)
Number of Units
   Outstanding                372,189            372,189           372,189           372,189           372,189

</TABLE>



                                       36
<PAGE>
<TABLE>
<CAPTION>




                                               Selected Financial Data

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

                              1997              1996              1995              1994              1993
                          -------------     -------------     -------------     -------------     -------------

<S>                       <C>               <C>                <C>               <C>               <C>       
Oil and Gas Sales          $1,119,734        $1,230,222         $1,042,735        $1,208,886        $1,367,514
Net Income (Loss):
   Limited Partners       (    11,817)          519,143        (   239,052)      (    47,630)           20,790
   General Partner             40,425            38,792             21,532            26,955            36,610
   Total                       28,608           557,935        (   217,520)      (    20,675)           57,400
Limited Partners' Net
   Income (Loss)
     per Unit             (       .13)             5.66        (      2.61)      (       .52)              .23
Limited Partners' Cash
   Distributions per
     Unit                       10.65              7.93               5.61              8.39              8.67
Total Assets                1,788,149         2,790,245          3,024,656         3,790,149         4,618,128
Partners' Capital
   (Deficit):
   Limited Partners         1,807,223         2,795,040          3,002,897         3,756,949         4,574,579
   General Partner        (    78,796)      (    58,835)       (    47,635)      (    42,167)      (    29,122)
Number of Units
   Outstanding                 91,711            91,711             91,711            91,711            91,711

</TABLE>


                                       37
<PAGE>




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

      Use of Forward-Looking Statements and Estimates

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

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


      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis of results of operations  provided below.  The most important  variable
affecting the Partnerships'  revenues is the prices received for the sale of oil
and gas.  Predicting  future prices is very  difficult.  Concerning past trends,
average yearly wellhead gas prices in the United States have been volatile for a
number of years. For the past ten years, such average prices have generally been
in the $1.40 to $2.40 per Mcf range,  significantly below prices received in the
early  1980s.  Average  gas prices in the latter part of 1996 and parts of 1997,
however,  were  somewhat  higher  than  those  yearly  averages.  Gas prices are
currently in the higher end of the 10-year average price range described above.



                                       38
<PAGE>




      Substantially  all of the Partnerships' gas reserves are being sold on the
"spot  market."  Prices on the spot  market  are  subject to wide  seasonal  and
regional pricing  fluctuations due to the highly  competitive nature of the spot
market. In addition,  such spot market sales are generally  short-term in nature
and are dependent  upon the  obtaining of  transportation  services  provided by
pipelines.  Spot prices for the Partnerships'  gas decreased from  approximately
$3.57 per Mcf at December  31, 1996 to  approximately  $2.32 per Mcf at December
31, 1997. Such prices were on an MMBTU basis and differ from the prices actually
received by the  Partnerships  due to  transportation  and marketing  costs, BTU
adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last several  months as well as  expectations  of at least a short-term
slowdown in Asian energy  demand,  oil prices have  recently  been in the mid to
lower  portions  of this  pricing  range and in early 1998  dropped to as low as
approximately  $13.75  per  barrel.  It is not known  whether  this  trend  will
continue.  Prices for the Partnerships' oil decreased from approximately  $23.75
per barrel at December 31, 1996 to  approximately  $16.25 per barrel at December
31, 1997.

      Future prices for both oil and gas will likely be different  from (and may
be lower  than) the prices in effect on  December  31,  1997.  Primarily  due to
heating  season  demand,  year-end  prices in many past years have  tended to be
higher, and in some cases  significantly  higher,  than the yearly average price
actually  received  by  the  Partnerships  for  at  least  the  following  year.
Management  is unable to predict  whether  future  oil and gas  prices  will (i)
stabilize, (ii) increase, or (iii) decrease.

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



                                       39
<PAGE>




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


      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables  following  "Results  of  Operations"  under the heading  "Average  Sales
Prices,  Production  Volumes,  and Average  Production  Costs."  Following  is a
discussion  of each  Partnership's  results  of  operations  for the year  ended
December  31, 1997 as compared to the year ended  December  31, 1996 and for the
year ended December 31, 1996 as compared to the year ended December 31, 1995.


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

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

      Total oil and gas sales  decreased  $401,129 (6.9%) in 1997 as compared to
1996.  Of this  decrease,  approximately  $497,000  was related to a decrease in
volumes of gas sold and approximately  $164,000 was related to a decrease in the
average price of oil sold, which decreases were partially offset by increases of
approximately  $196,000  related to an increase in the average price of gas sold
and approximately $54,000 related to an increase in volumes of oil sold. Volumes
of oil sold increased 2,636 barrels, while volumes of gas sold decreased 231,272
Mcf in 1997 as compared to 1996.  The  decrease in volumes of gas sold  resulted
primarily from (i) positive prior period volume  adjustments made by  purchasers


                                       40
<PAGE>



on several  wells in 1996,  (ii)  negative  prior volume  adjustments  made by a
purchaser  on one  significant  well in  1997,  and  (iii)  normal  declines  in
production.  Average  oil  prices  decreased  to $18.85  per barrel in 1997 from
$20.40 per barrel in 1996. Average gas prices increased to $2.28 per Mcf in 1997
from $2.15 per Mcf in 1996.

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

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

      The II-A  Partnership  recognized a non-cash  charge  against  earnings of
$684,276 in the first quarter of 1997.  Of this amount,  $223,943 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at  March  31,  1997  and  $460,333  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the  General  Partner's  determination  that it is  unlikely  that such
properties  would be developed  due to the low oil and gas prices  received over
the last several  years and  provisions  in the II-A  Partnership's  Partnership
Agreement  which limit the level of permissible  drilling  activity.  No similar
charges were necessary in 1996.

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

     The Limited Partners have received cash distributions  through December 31,
1997  totaling   $41,991,357  or  86.71%  of  the  Limited   Partners'   capital
contributions.




                                       41
<PAGE>




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

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

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

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

      The II-A  Partnership  recognized a non-cash  charge  against  earnings of
$994,919 in 1995. This impairment provision was necessary due to the unamortized
costs of proved oil and gas  properties  exceeding the  undiscounted  future net
revenues from such oil and gas  properties.  No similar  charge was necessary in
1996.

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




                                       42
<PAGE>




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

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

      Total oil and gas sales  decreased  $363,258 (8.7%) in 1997 as compared to
1996. Of this decrease,  approximately $143,000 and $370,000, respectively, were
related to decreases in volumes of oil and gas sold and  approximately  $121,000
was related to a decrease in the average price of oil sold, which decreases were
partially offset by an increase of approximately $272,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold  decreased  6,843
barrels and 172,317 Mcf, respectively, in 1997 as compared to 1996. The decrease
in volumes of gas sold resulted  primarily from (i) positive prior period volume
adjustments made by purchasers on several wells in 1996, (ii) normal declines in
production,  (iii) negative prior period volume  adjustments made by a purchaser
on one  significant  well in 1997,  and (iv)  the  sale of one  significant  gas
producing  well in 1997.  Average oil prices  decreased  to $19.13 per barrel in
1997 from $20.92 per barrel in 1996.  Average gas prices  increased to $2.41 per
Mcf in 1997 from $2.15 per Mcf in 1996.

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

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



                                       43
<PAGE>




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

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

     The Limited Partners have received cash distributions  through December 31,
1997  totaling   $29,816,916  or  82.43%  of  the  Limited   Partners'   capital
contributions.


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

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

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



                                       44
<PAGE>




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

      The II-B  Partnership  recognized a non-cash  charge  against  earnings of
$450,601 in 1995.  This  impairment  provision was necessary due to  unamortized
costs of proved oil and gas  properties  exceeding the  undiscounted  future net
revenues from such oil and gas  properties.  No similar  charge was necessary in
1996.

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


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

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

      Total oil and gas sales  decreased  $129,283 (6.7%) in 1997 as compared to
1996. Of this decrease,  approximately $49,000 and $209,000,  respectively, were
related to  decreases in volumes of oil and gas sold and  approximately  $48,000
was related to a decrease in the average price of oil sold, which decreases were
partially offset by an increase of approximately $175,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold  decreased  2,340
barrels and 102,596 Mcf, respectively, in 1997 as compared to 1996. The decrease
in  volumes of gas sold  resulted  primarily  from (i) the sale of  several  gas
producing wells during 1996, (ii) positive prior period volume  adjustments made
by  purchasers  on several  wells  during  1996,  and (iii)  normal  declines in
production.  Average  oil  prices  decreased  to $19.04  per barrel in 1997 from
$21.14 per barrel in 1996. Average gas prices increased to $2.34 per Mcf in 1997
from $2.04 per Mcf in 1996.



                                       45
<PAGE>




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

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

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

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

     The Limited Partners have received cash distributions  through December 31,
1997  totaling   $13,225,686  or  85.54%  of  the  Limited   Partners'   capital
contributions.




                                       46
<PAGE>




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

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

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

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

      The II-C  Partnership  recognized a non-cash  charge  against  earnings of
$245,324 in 1995. This impairment provision was necessary due to the unamortized
costs of proved oil and gas  properties  exceeding the  undiscounted  future net
revenues from such oil and gas  properties.  No similar  charge was necessary in
1996.



                                       47
<PAGE>




      General and  administrative  expenses decreased $34,462 (13.8%) in 1996 as
compared  to  1995.  This  decrease  resulted   primarily  from  a  decrease  in
professional  fees in 1996 as compared to 1995.  As a percentage  of oil and gas
sales,  these  expenses  decreased  to 11.1% in 1996  from  16.4% in 1995.  This
percentage  decrease was  primarily  due to the increase in oil and gas sales in
1996.

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

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

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

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

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $111,321 (13.9%) in 1997 as compared to 1996. This decrease  resulted
primarily  from  the  decreases  in  volumes  of oil and gas  sold in 1997 and a
reduction in the depletable base of oil and gas properties due to the impairment
provision recorded against proved oil and gas properties in the first quarter of
1997 as  discussed  below.  As a percentage  of oil and gas sales,  this expense
decreased  to 16.0% in 1997 from 18.5% in 1996.  This  percentage  decrease  was
primarily due to the increase in the average price of gas sold in 1997.




                                       48
<PAGE>



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

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

     The Limited Partners have received cash distributions  through December 31,
1997  totaling   $25,589,903  or  81.27%  of  the  Limited   Partners'   capital
contributions.


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

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

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




                                       49
<PAGE>



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

      The II-D  Partnership  recognized a non-cash  charge  against  earnings of
$370,172 in 1995. This impairment provision was necessary due to the unamortized
costs of proved oil and gas  properties  exceeding the  undiscounted  future net
revenues from such oil and gas  properties.  No similar  charge was necessary in
1996.

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


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

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

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




                                       50
<PAGE>



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

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

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

      General and administrative  expenses decreased $102,370 (24.5%) in 1997 as
compared  to  1996.  This  decrease  resulted   primarily  from  a  decrease  in
professional  fees in 1997 as compared to 1996.  As a percentage  of oil and gas
sales,  these  expenses  decreased  to 12.0% in 1997  from  15.5% in 1996.  This
percentage  decrease  was  primarily  due to the dollar  decrease in general and
administrative expenses.

     The Limited Partners have received cash distributions  through December 31,
1997  totaling   $15,100,574  or  65.99%  of  the  Limited   Partners'   capital
contributions.




                                       51
<PAGE>




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

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

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

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

      The II-E  Partnership  recognized a non-cash  charge  against  earnings of
$465,045 in 1995. This impairment provision was necessary due to the unamortized
costs of proved oil and gas  properties  exceeding the  undiscounted  future net
revenues from such oil and gas  properties.  No similar  charge was necessary in
1996.




                                       52
<PAGE>



      General and administrative  expenses decreased $199,100 (32.3%) in 1996 as
compared  to  1995.  This  decrease  resulted   primarily  from  a  decrease  in
professional  fees in 1996 as compared to 1995.  As a percentage  of oil and gas
sales,  these  expenses  decreased  to 15.5% in 1996  from  26.8% in 1995.  This
percentage  decrease  was  primarily  due to the dollar  decrease in general and
administrative  expenses  and  the  increase  in oil and  gas  sales  in 1996 as
compared to 1995.

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

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

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

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

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



                                       53
<PAGE>



18.7% in 1997 from 21.8% in 1996. This percentage  decrease was primarily due to
the increase in the average price of gas sold in 1997.

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

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

     The Limited Partners have received cash distributions  through December 31,
1997  totaling   $14,914,051  or  87.01%  of  the  Limited   Partners'   capital
contributions.


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

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

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



                                       54
<PAGE>




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

      The II-F  Partnership  recognized a non-cash  charge  against  earnings of
$312,270 in 1995. This impairment provision was necessary due to the unamortized
costs of proved oil and gas  properties  exceeding the  undiscounted  future net
revenues from such oil and gas  properties.  No similar  charge was necessary in
1996.

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


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

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

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




                                       55
<PAGE>



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

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

      The II-G  Partnership  recognized a non-cash  charge  against  earnings of
$3,101,656 in the first quarter of 1997. Of this amount, $489,672 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at March  31,  1997 and  $2,611,984  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the  General  Partner's  determination  that it is  unlikely  that such
properties  would be developed  due to the low oil and gas prices  received over
the last several  years and  provisions  in the II-G  Partnership's  Partnership
Agreement  which limit the level of permissible  drilling  activity.  No similar
charges were necessary in 1996.

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

     The Limited Partners have received cash distributions  through December 31,
1997  totaling   $30,660,371  or  82.38%  of  the  Limited   Partners'   capital
contributions.




                                       56
<PAGE>




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

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

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

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

      The II-G  Partnership  recognized a non-cash  charge  against  earnings of
$839,228 in 1995. This impairment provision was necessary due to the unamortized
costs of proved oil and gas  properties  exceeding the  undiscounted  future net
revenues from such oil and gas  properties.  No similar  charge was necessary in
1996.

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




                                       57
<PAGE>




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

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

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

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $49,348 (14.5%) in 1997 as compared to 1996. This
decrease resulted  primarily from a decrease in production taxes associated with
the decrease in oil and gas sales  discussed  above and the decreases in volumes
of oil and  gas  sold in  1997.  As a  percentage  of oil and gas  sales,  these
expenses decreased to 25.9% in 1997 from 27.6% in 1996. This percentage decrease
was primarily due to the dollar decrease in oil and gas production  expenses and
the increase in the average price of gas sold in 1997.

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

      The II-H  Partnership  recognized a non-cash  charge  against  earnings of
$785,220 in the first quarter of 1997.  Of this amount,  $125,223 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at  March  31,  1997  and  $659,997  was  related  to the
writing-off of unproved properties. These unproved properties


                                       58
<PAGE>



were  written  off  based  on the  General  Partner's  determination  that it is
unlikely  that such  properties  would be  developed  due to the low oil and gas
prices  received  over  the  last  several  years  and  provisions  in the  II-H
Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling activity. No similar charges were necessary in 1996.

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

     The Limited Partners have received cash distributions  through December 31,
1997   totaling   $7,139,364  or  77.85%  of  the  Limited   Partners'   capital
contributions.

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

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

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

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



                                       59
<PAGE>



      The II-H  Partnership  recognized a non-cash  charge  against  earnings of
$259,808 in 1995. This impairment provision was necessary due to the unamortized
costs of proved oil and gas  properties  exceeding the  undiscounted  future net
revenues from such oil and gas  properties.  No similar  charge was necessary in
1996.

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


      Average Sales Prices, Production Volumes, and Average Production Costs

      The following  tables are  comparisons  of the annual  average oil and gas
sales prices,  production volumes, and average production costs (lease operating
expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf
of gas) for 1997,  1996, and 1995.  These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.





                                       60
<PAGE>



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

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


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


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




                                       61
<PAGE>



                             1996 Compared to 1995
                             ---------------------

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


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


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




                                       62
<PAGE>



      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
are not  reinvested in productive  assets,  except to the extent that  producing
wells are  improved,  or where  methods are  employed  to permit more  efficient
recovery of reserves,  thereby resulting in a positive economic impact. Assuming
production  levels for 1997,  the  Partnerships  proved  reserve  quantities  at
December 31, 1997 would have the following remaining lives:

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

                     II-A              5.5              5.1
                     II-B              5.0              5.7
                     II-C              6.7              7.1
                     II-D              6.2              7.6
                     II-E              6.5              5.6
                     II-F              6.7              7.0
                     II-G              6.7              7.0
                     II-H              6.7              7.1


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

      The Partnerships sold certain oil and gas properties during 1997. The sale
of a property owned by one or more  Partnerships was made by the General Partner
after  giving due  consideration  to the offer price and the  General  Partner's
estimate of both the property's  remaining  proved reserves and future operating
costs. Net proceeds from the sale of any such properties were distributed to the
Partnerships  and  included  in  the  calculation  of  the  Partnerships'   cash
distributions for the quarter immediately following the Partnerships' receipt of
the  proceeds.  The  amount  of  such  proceeds  from  the  sale  of oil and gas
properties during 1997 were as follows:



                                       63
<PAGE>




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

                            II-A             $  225,375
                            II-B                251,335
                            II-C                208,805
                            II-D                629,832
                            II-E                431,541
                            II-F                758,534
                            II-G              1,658,135
                            II-H                414,950

      The sale of these  properties  reduced the  quantity of the  Partnerships'
proved reserves.  It is also possible that the  Partnerships'  repurchase values
and future cash  distributions  could  decline as a result of a reduction of the
Partnerships'  reserve base. The General Partner believes that the sale of these
properties  will be beneficial to the  Partnerships  since the  properties  sold
generally  had a higher  ratio of  future  operating  expenses  as  compared  to
reserves than the properties not sold.

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

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





                                       64
<PAGE>



      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
1997. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."

      Year 2000 Computer Issues

      The General  Partner has  reviewed  its  computer  systems and hardware to
locate potential operational problems associated with the year 2000. Such review
will continue until all potential problems are located and resolved. The General
Partner believes that all year-2000 problems in its computer system have been or
will be  resolved  in a timely  manner  and have not  caused  and will not cause
disruption  of  the  Partnerships'  operations  or  a  material  affect  on  the
Partnerships'  financial  condition  or results of  operations.  However,  it is
possible  that the  Partnerships'  cash flows could be  disrupted  by  year-2000
problems  experienced  by operators of the  Partnerships'  wells,  buyers of the
Partnerships' oil and gas, financial institutions, or other persons. The General
Partner  is unable to  quantify  the  effect,  if any,  on the  Partnerships  of
year-2000 computer problems experienced by these third parties.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

      None.


                                   PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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




                                       65
<PAGE>



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

      Dennis R. Neill        45     President and Director

      Judy K. Fox            46     Secretary

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

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

      Judy K. Fox joined the Samson Companies in 1990 and was named Secretary of
Geodyne  and its  subsidiaries  on June 30,  1996.  Prior to joining  the Samson
Companies, she served as Gas Contract Manager for Ely Energy Company. Ms. Fox is
also  Secretary of Berry Gas Company,  Circle L Drilling  Company,  Compression,
Inc.,  Dyco  Petroleum  Corporation,  Samson  Hydrocarbons  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 of
reports required under Section 16 of the Securities  Exchange Act of 1934 during
1997.




                                       66
<PAGE>




ITEM 11.  EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as  general or  administrative  expense.  The amount of general  and
administrative expense allocated to the General Partner and its affiliates which
was charged to each Partnership  during 1997, 1996, and 1995 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        1997         1996          1995
            -----------      --------     --------      --------

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


      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals to the Partnerships'  activities.  The following tables indicate the
approximate   amount  of  general  and  administrative   expense   reimbursement
attributable  to the salaries of the directors,  officers,  and employees of the
General Partner and its affiliates during 1997, 1996, and 1995:



                                       67
<PAGE>

<TABLE>
<CAPTION>



                                                Salary Reimbursements

                                                    II-A Partnership
                                                    ----------------
                                          Three Years Ended December 31, 1997
      
                                                                        Long Term Compensation
                                                                  ----------------------------------
                                   Annual Compensation                   Awards              Payouts
                                -----------------------------     -----------------------    -------
                                                                                  Securi-
                                                       Other                       ties                   All
     Name                                              Annual     Restricted      Under-                 Other
      and                                             Compen-       Stock         lying       LTIP      Compen-
   Principal                    Salary     Bonus      sation       Award(s)      Options/    Payouts    sation
   Position             Year      ($)       ($)         ($)          ($)          SARs(#)      ($)        ($)
---------------         ----    -------   -------     -------     ----------     --------    -------    -------
<S>                     <C>     <C>       <C>         <C>         <C>            <C>         <C>         <C>                        
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995       -         -           -            -             -           -          -
                        1996       -         -           -            -             -           -          -
Dennis R. Neill,
President(2)(3)         1996       -         -           -            -             -           -          -
                        1997       -         -           -            -             -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(4)           1995    $278,336     -           -            -             -           -          -
                        1996    $298,217     -           -            -             -           -          -
                        1997    $304,538     -           -            -             -           -          -
----------

(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until
     July 1, 1996.

(2)  The general and  administrative  expenses paid by the II-A  Partnership and
     attributable  to salary  reimbursements  do not include any salary or other
     compensation attributable to Mr. Tholen or Mr. Neill.

(3)  Mr. Neill became President of Geodyne on July 1, 1996.

(4)  No officer or  director  of Geodyne or its  affiliates  provides  full-time
     services  to the  II-A  Partnership  and no  individual's  salary  or other
     compensation  reimbursement  from the II-A  Partnership  equals or  exceeds
     $100,000 per annum.

</TABLE>


                                       68
<PAGE>

<TABLE>
<CAPTION>


                                                 Salary Reimbursements

                                                    II-B Partnership
                                                    ----------------
                                          Three Years Ended December 31, 1997

                                                                        Long Term Compensation
                                                                  ----------------------------------
                                   Annual Compensation                   Awards              Payouts
                                -----------------------------     -----------------------    -------
                                                                                  Securi-
                                                       Other                       ties                   All
     Name                                              Annual     Restricted      Under-                 Other
      and                                             Compen-       Stock         lying       LTIP      Compen-
   Principal                    Salary     Bonus      sation       Award(s)      Options/    Payouts    sation
   Position             Year      ($)       ($)         ($)          ($)          SARs(#)      ($)        ($)
---------------         ----    -------   -------     -------     ----------     --------    -------    -------
<S>                     <C>     <C>       <C>         <C>         <C>            <C>         <C>         <C>                        
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995        -           -           -            -             -             -           -
                        1996        -           -           -            -             -             -           -
Dennis R. Neill,
President(2)(3)         1996        -           -           -            -             -             -           -
                        1997        -           -           -            -             -             -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1995     $207,895       -           -            -             -             -           -
                        1996     $222,745       -           -            -             -             -           -
                        1997     $227,466       -           -            -             -             -           -
----------

(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until
     July 1, 1996.

(2)  The general and  administrative  expenses paid by the II-B  Partnership and
     attributable  to salary  reimbursements  do not include any salary or other
     compensation attributable to Mr. Tholen or Mr. Neill.

(3)  Mr. Neill became President of Geodyne on July 1, 1996.

(4)  No officer or  director  of Geodyne or its  affiliates  provides  full-time
     services  to the  II-B  Partnership  and no  individual's  salary  or other
     compensation  reimbursement  from the II-B  Partnership  equals or  exceeds
     $100,000 per annum.

</TABLE>


                                       69
<PAGE>

<TABLE>
<CAPTION>


                                                 Salary Reimbursements

                                                    II-C Partnership
                                                    ----------------
                                          Three Years Ended December 31, 1997
                                                                        Long Term Compensation
                                                                  ----------------------------------
                                   Annual Compensation                   Awards              Payouts
                                -----------------------------     -----------------------    -------
                                                                                  Securi-
                                                       Other                       ties                   All
     Name                                              Annual     Restricted      Under-                 Other
      and                                             Compen-       Stock         lying       LTIP      Compen-
   Principal                    Salary     Bonus      sation       Award(s)      Options/    Payouts    sation
   Position             Year      ($)       ($)         ($)          ($)          SARs(#)      ($)        ($)
---------------         ----    -------   -------     -------     ----------     --------    -------    -------
<S>                     <C>     <C>       <C>         <C>         <C>            <C>         <C>         <C>                        
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995        -           -           -           -              -           -           -
                        1996        -           -           -           -              -           -           -
Dennis R. Neill,
President(2)(3)         1996        -           -           -           -              -           -           -
                        1997        -           -           -           -              -           -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1995     $88,865        -           -           -              -           -           -
                        1996     $95,212        -           -           -              -           -           -
                        1997     $97,230        -           -           -              -           -           -
----------

(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until
     July 1, 1996.

(2)  The general and  administrative  expenses paid by the II-C  Partnership and
     attributable  to salary  reimbursements  do not include any salary or other
     compensation attributable to Mr. Tholen or Mr. Neill.

(3)  Mr. Neill became President of Geodyne on July 1, 1996.

(4)  No officer or  director  of Geodyne or its  affiliates  provides  full-time
     services  to the  II-C  Partnership  and no  individual's  salary  or other
     compensation  reimbursement  from the II-C  Partnership  equals or  exceeds
     $100,000 per annum.

</TABLE>


                                       70
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

                                                    II-D Partnership
                                                    ----------------
                                           Three Years Ended December 31, 1997

                                                                        Long Term Compensation
                                                                  ----------------------------------
                                   Annual Compensation                   Awards              Payouts
                                -----------------------------     -----------------------    -------
                                                                                  Securi-
                                                       Other                       ties                   All
     Name                                              Annual     Restricted      Under-                 Other
      and                                             Compen-       Stock         lying       LTIP      Compen-
   Principal                    Salary     Bonus      sation       Award(s)      Options/    Payouts    sation
   Position             Year      ($)       ($)         ($)          ($)          SARs(#)      ($)        ($)
---------------         ----    -------   -------     -------     ----------     --------    -------    -------
<S>                     <C>     <C>       <C>         <C>         <C>            <C>         <C>         <C>                        
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995        -           -           -             -             -          -           -
                        1996        -           -           -             -             -          -           -
Dennis R. Neill,
President(2)(3)         1996        -           -           -             -             -          -           -
                        1997        -           -           -             -             -          -           -

All Executive
Officers,
Directors,
and Employees
as a group(4)           1995     $180,973       -           -             -             -          -           -
                        1996     $193,899       -           -             -             -          -           -
                        1997     $198,009       -           -             -             -          -           -
----------

(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until
     July 1, 1996.

(2)  The general and  administrative  expenses paid by the II-D  Partnership and
     attributable  to salary  reimbursements  do not include any salary or other
     compensation attributable to Mr. Tholen or Mr. Neill.

(3)  Mr. Neill became President of Geodyne on July 1, 1996.

(4)  No officer or  director  of Geodyne or its  affiliates  provides  full-time
     services  to the  II-D  Partnership  and no  individual's  salary  or other
     compensation  reimbursement  from the II-D  Partnership  equals or  exceeds
     $100,000 per annum.

</TABLE>


                                       71
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

                                                    II-E Partnership
                                                    ----------------
                                          Three Years Ended December 31, 1997
 
                                                                        Long Term Compensation
                                                                  ----------------------------------
                                   Annual Compensation                   Awards              Payouts
                                -----------------------------     -----------------------    -------
                                                                                  Securi-
                                                       Other                       ties                   All
     Name                                              Annual     Restricted      Under-                 Other
      and                                             Compen-       Stock         lying       LTIP      Compen-
   Principal                    Salary     Bonus      sation       Award(s)      Options/    Payouts    sation
   Position             Year      ($)       ($)         ($)          ($)          SARs(#)      ($)        ($)
---------------         ----    -------   -------     -------     ----------     --------    -------    -------
<S>                     <C>     <C>       <C>         <C>         <C>            <C>         <C>         <C>                        
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995        -          -          -             -              -           -           -
                        1996        -          -          -             -              -           -           -
Dennis R. Neill,
President(2)(3)         1996        -          -          -             -              -           -           -
                        1997        -          -          -             -              -           -           -

All Executive
Officers,
Directors,
and Employees
as a group(4)           1995     $131,512      -          -             -              -           -           -
                        1996     $140,905      -          -             -              -           -           -
                        1997     $143,892      -          -             -              -           -           -
----------

(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until
     July 1, 1996.

(2)  The general and  administrative  expenses paid by the II-E  Partnership and
     attributable  to salary  reimbursements  do not include any salary or other
     compensation attributable to Mr. Tholen or Mr. Neill.

(3)  Mr. Neill became President of Geodyne on July 1, 1996.

(4)  No officer or  director  of Geodyne or its  affiliates  provides  full-time
     services  to the  II-E  Partnership  and no  individual's  salary  or other
     compensation  reimbursement  from the II-E  Partnership  equals or  exceeds
     $100,000 per annum.

</TABLE>


                                       72
<PAGE>

<TABLE>
<CAPTION>


                                                 Salary Reimbursements

                                                    II-F Partnership
                                                    ----------------
                                         Three Years Ended December 31, 1997
 
                                                                        Long Term Compensation
                                                                  ----------------------------------
                                   Annual Compensation                   Awards              Payouts
                                -----------------------------     -----------------------    -------
                                                                                  Securi-
                                                       Other                       ties                   All
     Name                                              Annual     Restricted      Under-                 Other
      and                                             Compen-       Stock         lying       LTIP      Compen-
   Principal                    Salary     Bonus      sation       Award(s)      Options/    Payouts    sation
   Position             Year      ($)       ($)         ($)          ($)          SARs(#)      ($)        ($)
---------------         ----    -------   -------     -------     ----------     --------    -------    -------
<S>                     <C>     <C>       <C>         <C>         <C>            <C>         <C>         <C>                        
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995        -           -          -              -             -          -           -
                        1996        -           -          -              -             -          -           -
Dennis R. Neill,
President(2)(3)         1996        -           -          -              -             -          -           -
                        1997        -           -          -              -             -          -           -

All Executive
Officers,
Directors,
and Employees
as a group(4)           1995     $ 98,509       -          -              -             -          -           -
                        1996     $105,546       -          -              -             -          -           -
                        1997     $107,783       -          -              -             -          -           -
----------

(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until
     July 1, 1996.

(2)  The general and  administrative  expenses paid by the II-F  Partnership and
     attributable  to salary  reimbursements  do not include any salary or other
     compensation attributable to Mr. Tholen or Mr. Neill.

(3)  Mr. Neill became President of Geodyne on July 1, 1996.

(4)  No officer or  director  of Geodyne or its  affiliates  provides  full-time
     services  to the  II-F  Partnership  and no  individual's  salary  or other
     compensation  reimbursement  from the II-F  Partnership  equals or  exceeds
     $100,000 per annum.

</TABLE>


                                       73
<PAGE>
<TABLE>
<CAPTION>




                                                 Salary Reimbursements

                                                    II-G Partnership
                                                    ----------------
                                          Three Years Ended December 31, 1997

                                                                        Long Term Compensation
                                                                  ----------------------------------
                                   Annual Compensation                   Awards              Payouts
                                -----------------------------     -----------------------    -------
                                                                                  Securi-
                                                       Other                       ties                   All
     Name                                              Annual     Restricted      Under-                 Other
      and                                             Compen-       Stock         lying       LTIP      Compen-
   Principal                    Salary     Bonus      sation       Award(s)      Options/    Payouts    sation
   Position             Year      ($)       ($)         ($)          ($)          SARs(#)      ($)        ($)
---------------         ----    -------   -------     -------     ----------     --------    -------    -------
<S>                     <C>     <C>       <C>         <C>         <C>            <C>         <C>         <C>                        
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995      -           -         -              -            -              -           -
                        1996      -           -         -              -            -              -           -
Dennis R. Neill,
President(2)(3)         1996      -           -         -              -            -              -           -
                        1997      -           -         -              -            -              -           -

All Executive
Officers,
Directors,
and Employees
as a group(4)           1995    $213,910      -         -              -            -              -           -
                        1996    $229,189      -         -              -            -              -           -
                        1997    $234,047      -         -              -            -              -           -
----------

(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until
     July 1, 1996.

(2)  The general and  administrative  expenses paid by the II-G  Partnership and
     attributable  to salary  reimbursements  do not include any salary or other
     compensation attributable to Mr. Tholen or Mr. Neill.

(3)  Mr. Neill became President of Geodyne on July 1, 1996.

(4)  No officer or  director  of Geodyne or its  affiliates  provides  full-time
     services  to the  II-G  Partnership  and no  individual's  salary  or other
     compensation  reimbursement  from the II-G  Partnership  equals or  exceeds
     $100,000 per annum.

</TABLE>


                                       74
<PAGE>
<TABLE>
<CAPTION>




                                                Salary Reimbursements

                                                    II-H Partnership
                                                    ----------------
                                          Three Years Ended December 31, 1997

                                                                        Long Term Compensation
                                                                  ----------------------------------
                                   Annual Compensation                   Awards              Payouts
                                -----------------------------     -----------------------    -------
                                                                                  Securi-
                                                       Other                       ties                   All
     Name                                              Annual     Restricted      Under-                 Other
      and                                             Compen-       Stock         lying       LTIP      Compen-
   Principal                    Salary     Bonus      sation       Award(s)      Options/    Payouts    sation
   Position             Year      ($)       ($)         ($)          ($)          SARs(#)      ($)        ($)
---------------         ----    -------   -------     -------     ----------     --------    -------    -------
<S>                     <C>     <C>       <C>         <C>         <C>            <C>         <C>         <C>                        
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995       -          -            -          -               -            -           -
                        1996       -          -            -          -               -            -           -
Dennis R. Neill,
President(2)(3)         1996       -          -            -          -               -            -           -
                        1997       -          -            -          -               -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(4)           1995    $52,711       -            -          -               -            -           -
                        1996    $56,476       -            -          -               -            -           -
                        1997    $57,673       -            -          -               -            -           -
----------

(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until
     July 1, 1996.

(2)  The general and  administrative  expenses paid by the II-H  Partnership and
     attributable  to salary  reimbursements  do not include any salary or other
     compensation attributable to Mr. Tholen or Mr. Neill.

(3)  Mr. Neill became President of Geodyne on July 1, 1996.

(4)  No officer or  director  of Geodyne or its  affiliates  provides  full-time
     services  to the  II-H  Partnership  and no  individual's  salary  or other
     compensation  reimbursement  from the II-H  Partnership  equals or  exceeds
     $100,000 per annum.


</TABLE>

                                       75
<PAGE>




      During 1995 El Paso Energy  Marketing  Company,  formerly known as Premier
Gas Company ("El Paso"),  an affiliate  of the  Partnerships  until  December 6,
1995,  purchased a portion of the  Partnerships' gas at market prices and resold
such  gas  at  market  prices  directly  to end  users  and  local  distribution
companies.  The table  below  summarizes  the  dollar  amount of gas sold by the
Partnerships to El Paso during 1995.

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

                           II-A           $825,515
                           II-B            374,717
                           II-C            225,948
                           II-D            682,346
                           II-E            593,218
                           II-F            367,527
                           II-G            776,211
                           II-H            182,878


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

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

      In addition to the  compensation/reimbursements  noted  above,  during the
three years ended December 31, 1997,  the Samson  Companies were in the business
of  supplying  field and  drilling  equipment  and  services to  affiliated  and
unaffiliated  parties  in  the  industry.  These  companies  may  have  provided
equipment  and  services for wells in which the  Partnerships  have an interest.
These  equipment  and services were provided at prices or rates equal to or less
than  those  normally  charged  in the  same or  comparable  geographic  area by
unaffiliated  persons or companies  dealing at arm's  length.  The  operators of
these wells billed the  Partnerships  for a portion of such costs based upon the
Partnerships' interest in the well.




                                       76
<PAGE>




ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Units as of January 31, 1998 by (i) each beneficial  owner of more than five
percent of the issued and outstanding  Units, (ii) the directors and officers of
the General  Partner,  and (iii) the General  Partner  and its  affiliates.  The
address of each of such persons is Samson Plaza, Two West Second Street,  Tulsa,
Oklahoma 74103.


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

II-A Partnership:
----------------
   Samson Resources Company                              61,201   (12.6%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                    61,201   (12.6%)

II-B Partnership:
----------------
   Samson Resources Company                              52,156   (14.4%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                    52,156   (14.4%)

II-C Partnership:
----------------
   Samson Resources Company                              28,773   (18.6%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                    28,773   (18.6%)

II-D Partnership:
----------------
   Samson Resources Company                              37,396   (11.9%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                    37,396   (11.9%)



                                       77
<PAGE>




II-E Partnership:
----------------
   Samson Resources Company                              31,344   (13.7%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                    31,344   (13.7%)

II-F Partnership:
----------------
   Samson Resources Company                              22,820   (13.3%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                    22,820   (13.3%)

II-G Partnership:
----------------
   Samson Resources Company                              37,751   (10.1%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                    37,751   (10.1%)

II-H Partnership:
----------------
   Samson Resources Company                              12,428   (13.6%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                    12,428   (13.6%)


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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



                                       78
<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 the Samson  Companies.
The  Partnerships  thus  compete  with the  Samson  Companies  (including  other
currently sponsored oil and gas partnerships) for the time and resources of such
personnel. The Samson Companies devote such time and personnel to the management
of the Partnerships as are indicated by the  circumstances and as are consistent
with the General Partner's fiduciary duties.

      As a result of Samson Investment Company's  ("Samson")  acquisition of the
General Partner and its affiliates,  Samson,  PaineWebber (the dealer manager of
the  original  offering  of Units),  and the  General  Partner  entered  into an
advisory  agreement which relates  primarily to the  Partnerships.  The Advisory
Agreement  became  effective  on March 3, 1993 and will expire on March 3, 1998.
The Advisory  Agreement  provides,  among other  things,  that:  (i) Samson will
review  periodically with PaineWebber the general  operations and performance of
the  Partnerships  and  the  terms  of  any  material  transaction  involving  a
Partnership;  (ii) Samson will allow PaineWebber to advise Samson and to comment
on any General  Partner-initiated  amendment to a  Partnership  Agreement  which
requires  a vote of the  Limited  Partners  and any  proposal  initiated  by the
General Partner that would involve a reorganization, merger, or consolidation of
a  Partnership,  a  sale  of  all  or  substantially  all  of  the  assets  of a
Partnership, the liquidation or dissolution of a Partnership, or the exchange of
cash,  securities,  or other assets for all or any outstanding  Units; (iii) the
General Partner will maintain an "800" investor services  telephone number;  and
(iv) if Samson proposes a consolidation, merger, or exchange offer involving any
limited  partnership  managed by Samson,  it will  propose to include all of the
Partnerships in such transaction or provide a statement to PaineWebber as to the
reasons  why  some  or  all  of  the  Partnerships  are  not  included  in  such
transaction.



                                       79
<PAGE>




      Affiliates of the Partnerships are solely responsible for the negotiation,
administration,  and  enforcement of oil and gas sales  agreements  covering the
Partnerships'  leasehold  interests.  Because  affiliates of the Partnership who
provide  services to the  Partnership  have  fiduciary  or other duties to other
members of the Samson Companies,  contract amendments and negotiating  positions
taken by them in their  effort to  enforce  contracts  with  purchasers  may not
necessarily  represent the positions  that the  Partnerships  would take if they
were to administer their own contracts without involvement with other members of
the  Samson  Companies.   On  the  other  hand,  management  believes  that  the
Partnerships'  negotiating strength and contractual positions have been enhanced
by virtue of their affiliation with the Samson  Companies.  For a description of
certain of the  relationships  and related  transactions see "Item 11. Executive
Compensation."


                                    PART IV.

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

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

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

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

                    as of  December  31, 1997 and 1996 and for each of the three
                    years in the period  ended  December  31,  1997 are filed as
                    part of this report:

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

               (2)  Financial Statement Schedules:

                    None.



                                       80
<PAGE>




               (3)  Exhibits:

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

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

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

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

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

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

                    4.3  Advisory  Agreement  dated  as  of  November  24,  1992
                         between Samson, PaineWebber, Geodyne Resources, Geodyne
                         Properties,   Inc.,  Geodyne  Production  Company,  and
                         Geodyne   Energy  Company  filed  as  Exhibit  28.3  to
                         Registrant's Current Report on Form 8-K on December 24,
                         1992 and is hereby incorporated by reference.



                                       81
<PAGE>




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

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

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

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

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

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



                                       82
<PAGE>




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

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

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

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

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

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



                                       83
<PAGE>



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

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

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

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

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

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

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

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

               *    27.1 Financial Data Schedule  containing summary financial
                         information extracted from the Geodyne Energy Income 
                         Limited Partnership II-A's financial statements as of 
                         December 31, 1997 and for the year ended December 31, 
                         1997.

               *    27.2 Financial Data Schedule  containing summary financial
                         information extracted from the Geodyne Energy Income 
                         Limited Partnership II-B's financial statements as of 
                         December 31, 1997 and for the year ended December 31, 
                         1997.

               *    27.3 Financial Data Schedule  containing summary financial
                         information extracted from the Geodyne Energy Income 
                         Limited Partnership II-C's financial statements as of 
                         December 31, 1997 and for the year ended December 31, 
                         1997.



                                       84
<PAGE>




               *    27.4 Financial Data Schedule  containing summary financial
                         information extracted from the Geodyne Energy Income 
                         Limited Partnership II-D's financial statements as of 
                         December 31, 1997 and for the year ended December 31, 
                         1997.

               *    27.5 Financial Data Schedule  containing summary financial
                         information extracted from the Geodyne Energy Income 
                         Limited Partnership II-E's financial statements as of 
                         December 31, 1997 and for the year ended December 31, 
                         1997.

               *    27.6 Financial Data Schedule  containing summary financial
                         information extracted from the Geodyne Energy Income 
                         Limited Partnership II-F's financial statements as of 
                         December 31, 1997 and for the year ended December 31, 
                         1997.

               *    27.7 Financial Data Schedule  containing summary financial
                         information extracted from the Geodyne Energy Income 
                         Limited Partnership II-G's financial statements as of 
                         December 31, 1997 and for the year ended December 31, 
                         1997.

               *    27.8 Financial Data Schedule  containing summary financial
                         information extracted from the Geodyne Energy Income 
                         Limited Partnership II-H's financial statements as of 
                         December 31, 1997 and for the year ended December 31, 
                         1997.
                        
                  All other Exhibits are omitted as inapplicable.

                  ----------

                  *Filed herewith.


            (b) Reports on Form 8-K filed during the fourth quarter of 1997:

                  None.



                                       85
<PAGE>



                                   SIGNATURES

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

                                    GEODYNE ENERGY INCOME LIMITED
                                    PARTNERSHIP II-A

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner

                                          August 26, 1998


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

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

By:   /s/Dennis R. Neill         President and           August 26, 1998
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal              August 26, 1998
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary               August 26, 1998
      -------------------
         Judy K. Fox



                                       86
<PAGE>



                                  SIGNATURES

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

                                    GEODYNE ENERGY INCOME LIMITED
                                    PARTNERSHIP II-B

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner

                                          August 26, 1998


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

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

By:   /s/Dennis R. Neill         President and           August 26, 1998
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal              August 26, 1998
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary               August 26, 1998
      -------------------
         Judy K. Fox




                                       87
<PAGE>



                                  SIGNATURES

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

                                    GEODYNE ENERGY INCOME LIMITED
                                    PARTNERSHIP II-C

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner

                                          August 26, 1998


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

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

By:   /s/Dennis R. Neill         President and           August 26, 1998
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal              August 26, 1998
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary               August 26, 1998
      -------------------
         Judy K. Fox



                                       88
<PAGE>



                                  SIGNATURES

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

                                    GEODYNE ENERGY INCOME LIMITED
                                    PARTNERSHIP II-D

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner

                                          August 26, 1998


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

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

By:   /s/Dennis R. Neill         President and           August 26, 1998
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal              August 26, 1998
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary               August 26, 1998
      -------------------
         Judy K. Fox



                                       89
<PAGE>



                                  SIGNATURES

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

                                    GEODYNE ENERGY INCOME LIMITED
                                    PARTNERSHIP II-E

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner

                                          August 26, 1998


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

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

By:   /s/Dennis R. Neill         President and           August 26, 1998
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal              August 26, 1998
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary               August 26, 1998
      -------------------
         Judy K. Fox




                                       90
<PAGE>



                                  SIGNATURES

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

                                    GEODYNE ENERGY INCOME LIMITED
                                    PARTNERSHIP II-F

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner

                                          August 26, 1998


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

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

By:   /s/Dennis R. Neill         President and           August 26, 1998
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal              August 26, 1998
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary               August 26, 1998
      -------------------
         Judy K. Fox




                                       91
<PAGE>



                                  SIGNATURES

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

                                    GEODYNE ENERGY INCOME LIMITED
                                    PARTNERSHIP II-G

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner

                                          August 26, 1998


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

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

By:   /s/Dennis R. Neill         President and           August 26, 1998
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal              August 26, 1998
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary               August 26, 1998
      -------------------
         Judy K. Fox




                                       92
<PAGE>



                                  SIGNATURES

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

                                    GEODYNE ENERGY INCOME LIMITED
                                    PARTNERSHIP II-H

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner

                                          August 26, 1998


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

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

By:   /s/Dennis R. Neill         President and           August 26, 1998
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal              August 26, 1998
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary               August 26, 1998
      -------------------
         Judy K. Fox



                                       93
<PAGE>
ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      We have audited the combined  balance  sheets of the Geodyne Energy Income
Limited  Partnership  II-A,  an  Oklahoma  limited   partnership,   and  Geodyne
Production Partnership II-A, an Oklahoma general partnership, as of December 31,
1997 and 1996 and the related  combined  statements  of  operations,  changes in
partners'  capital  (deficit),  and cash flows for the years ended  December 31,
1997, 1996, and 1995. These financial  statements are the  responsibility of the
Partnerships'  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our  opinion,  the  combined  financial  statements  referred  to above
present fairly, in all material respects, the combined financial position of the
Geodyne  Energy  Income  Limited   Partnership   II-A  and  Geodyne   Production
Partnership II-A at December 31, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.



                                   //s// Coopers & Lybrand L.L.P. 

                                   COOPERS & LYBRAND L.L.P.





Tulsa, Oklahoma
January 30, 1998



                                      F-1
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
                            Combined Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------

                                                   1997          1996
                                               -----------    ----------
CURRENT ASSETS:
   Cash and cash equivalents                    $  830,584     $  875,918
   Accounts receivable:
      Oil and gas sales                            837,560      1,073,459
      Other                                         20,975          -
                                                 ---------      ---------
      Total current assets                      $1,689,119     $1,949,377

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 4,894,853      6,170,793

DEFERRED CHARGE                                    911,041        948,217
                                                 ---------      ---------
                                                $7,495,013     $9,068,387
                                                 =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  233,246     $  212,801
   Gas imbalance payable                           142,043        101,493
                                                 ---------      ---------
      Total current liabilities                 $  375,289     $  314,294

ACCRUED LIABILITY                               $  157,050     $  158,683

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  387,587)   ($  342,481)
   Limited Partners, issued and
      outstanding, 484,283 Units                 7,350,261      8,937,891
                                                 ---------      ---------
      Total Partners' capital                   $6,962,674     $8,595,410
                                                 ---------      ---------
                                                $7,495,013     $9,068,387
                                                 =========      =========






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



                                      F-2
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
                       Combined Statements of Operations
             For the Years Ended December 31, 1997, 1996, and 1995

                                      1997         1996           1995
                                   ----------    ----------    ----------

REVENUES:
   Oil and gas sales,
      including $825,515
      of sales to related
      parties in 1995              $5,431,745    $5,832,874     $4,671,555
   Interest income                     33,085        28,323         20,126
   Gain on sale of oil and
      gas properties                  176,789        96,827         12,179
   Other income                        20,975          -              -
                                    ---------     ---------      ---------
                                   $5,662,594    $5,958,024     $4,703,860

COSTS AND EXPENSES:
   Lease operating                 $1,538,814    $1,601,063     $1,564,012
   Production tax                     349,607       339,977        282,252
   Depreciation, depletion,
      and amortization of oil
      and gas properties              780,241     1,196,600      1,841,159
   Impairment provision               684,276          -           994,919
   General and administrative         591,256       620,562        655,449
                                    ---------     ---------      ---------
                                   $3,944,194    $3,758,202     $5,337,791
                                    ---------     ---------      ---------
NET INCOME (LOSS)                  $1,718,400    $2,199,822    ($  633,931)
                                    =========     =========      =========

GENERAL PARTNER -
   NET INCOME                      $  141,030    $  156,483     $   81,747
                                    =========     =========      =========

LIMITED PARTNERS -
   NET INCOME (LOSS)               $1,577,370    $2,043,339    ($  715,678)
                                    =========     =========      =========

NET INCOME (LOSS) per Unit         $     3.26    $     4.22    ($     1.48)
                                    =========     =========      =========

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




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



                                      F-3
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 1997, 1996, and 1995

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

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

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


Balance, Dec. 31, 1997        $ 7,350,261      ($387,587)      $ 6,962,674
                               ==========        =======        ==========






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



                                      F-4
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                        1997           1996           1995
                                    ------------   ------------   ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                 $1,718,400     $2,199,822    ($  633,931)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by
      operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties             780,241      1,196,600      1,841,159
      Impairment provision              684,276           -           994,919
      Gain on sale of oil and
         gas properties             (   176,789)   (    96,827)   (    12,179)
      (Increase) decrease in
          accounts receivable-
           oil and gas sales            235,899    (   308,384)        63,981
      Increase in accounts
          receivable - other        (    20,975)          -              -
      (Increase) decrease in
         deferred charge                 37,176        221,060    (   188,505)
      Increase (decrease) in
         accounts payable                20,445    (       325)   (    76,265)
      Increase (decrease) in
         gas imbalance payable           40,550    (    63,344)   (    53,112)
      Decrease in accrued
         liability                  (     1,633)   (   113,984)   (   126,002)
                                      ---------      ---------      ---------
   Net cash provided by
      operating activities           $3,317,590     $3,034,618     $1,810,065
                                      ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  237,163)   ($   98,540)   ($  168,118)
   Proceeds from sale of
      oil and gas properties            225,375        218,786         23,383
                                      ---------      ---------      ---------
   Net cash provided (used)
      by investing activities       ($   11,788)    $  120,246    ($  144,735)
                                      ---------      ---------      ---------




                                      F-5
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($3,351,136)   ($2,786,970)   ($1,951,000)
                                      ---------      ---------      ---------
   Net cash used by financing
      activities                    ($3,351,136)   ($2,786,970)   ($1,951,000)
                                      ---------      ---------      ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        ($   45,334)    $  367,894    ($  285,670)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               875,918        508,024        793,694
                                      ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  830,584     $  875,918     $  508,024
                                      =========      =========      =========






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



                                      F-6
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      We have audited the combined  balance  sheets of the Geodyne Energy Income
Limited  Partnership  II-B,  an  Oklahoma  limited   partnership,   and  Geodyne
Production Partnership II-B, an Oklahoma general partnership, as of December 31,
1997 and 1996 and the related  combined  statements  of  operations,  changes in
partners'  capital  (deficit),  and cash flows for the years ended  December 31,
1997, 1996, and 1995. These financial  statements are the  responsibility of the
Partnerships'  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our  opinion,  the  combined  financial  statements  referred  to above
present fairly, in all material respects, the combined financial position of the
Geodyne  Energy  Income  Limited   Partnership   II-B  and  Geodyne   Production
Partnership II-B at December 31, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997,  1996, and 1995
in conformity with generally accepted accounting principles.



                                   //s// Coopers & Lybrand L.L.P. 


                                    COOPERS & LYBRAND L.L.P.









Tulsa, Oklahoma
January 30, 1998



                                      F-7
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
                            Combined Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------

                                                    1997           1996
                                                -----------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                     $  644,574     $  569,257
   Accounts receivable:
      Oil and gas sales                             565,152        710,208
                                                  ---------      ---------
      Total current assets                       $1,209,726     $1,279,465

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  3,035,158      4,140,409

DEFERRED CHARGE                                     169,811        160,103
                                                  ---------      ---------
                                                 $4,414,695     $5,579,977
                                                  =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                              $  141,754     $  189,245
   Gas imbalance payable                             24,671         17,055
                                                  ---------      ---------
      Total current liabilities                  $  166,425     $  206,300

ACCRUED LIABILITY                                $   88,519     $   86,198

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($  305,223)   ($  265,183)
   Limited Partners, issued and
      outstanding, 361,719 Units                  4,464,974      5,552,662
                                                  ---------      ---------
      Total Partners' capital                    $4,159,751     $5,287,479
                                                  ---------      ---------
                                                 $4,414,695     $5,579,977
                                                  =========      =========






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



                                      F-8
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
                       Combined Statements of Operations
             For the Years Ended December 31, 1997, 1996, and 1995

                                       1997         1996           1995
                                   ----------   -----------    ----------
REVENUES:
   Oil and gas sales,
      including $374,717
      of sales to related
      parties in 1995              $3,816,269    $4,179,527     $3,204,794
   Interest income                     19,644        16,689          9,960
   Gain (loss) on sale of
      oil and gas
      properties                      203,247   (    28,890)        10,869
                                    ---------     ---------      ---------
                                   $4,039,160    $4,167,326     $3,225,623

COSTS AND EXPENSES:
   Lease operating                 $1,062,972    $  912,347     $1,315,780
   Production tax                     251,478       252,366        208,998
   Depreciation, depletion,
      and amortization of oil
      and gas properties              546,957     1,062,233      1,436,788
   Impairment provision               530,988          -           450,601
   General and
      administrative                  451,569       496,791        574,552
                                    ---------     ---------      ---------
                                   $2,843,964    $2,723,737     $3,986,719
                                    ---------     ---------      ---------
NET INCOME (LOSS)                  $1,195,196    $1,443,589    ($  761,096)
                                    =========     =========      =========

GENERAL PARTNER -
   NET INCOME                      $   99,884    $  113,834     $   37,441
                                    =========     =========      =========

LIMITED PARTNERS -
   NET INCOME (LOSS)               $1,095,312    $1,329,755    ($  798,537)
                                    =========     =========      =========

NET INCOME (LOSS)
   per Unit                        $     3.03    $     3.68    ($     2.21)
                                    =========     =========      =========

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


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



                                      F-9
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 1997, 1996, and 1995


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

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

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

Balance, Dec. 31, 1997          $4,464,974      ($305,223)     $4,159,751
                                 =========        =======       =========






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



                                      F-10
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                     1997            1996              1995
                                 -----------     ------------      ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)              $1,195,196      $1,443,589       ($  761,096)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by
      operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties          546,957       1,062,233         1,436,788
      Impairment provision           530,988            -              450,601
      (Gain) loss on sale of
         oil and gas properties  (   203,247)         28,890       (    10,869)
      (Increase) decrease in
         accounts receivable         145,056     (   126,075)      (    11,586)
      (Increase) decrease in
         deferred charge         (     9,708)         66,200       (    53,003)
      Decrease in
         accounts payable        (    47,491)    (    21,981)      (    11,178)
      Increase (decrease) in
         gas imbalance payable         7,616           2,007       (     3,745)
      Increase (decrease) in
         accrued liability             2,321     (   215,486)      (    67,612)
                                   ---------       ---------         ---------
   Net cash provided by
      operating activities        $2,167,688      $2,239,377        $  968,300
                                   ---------       ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures          ($   20,782)    ($   89,173)      ($  217,765)
   Proceeds from sale of
      oil and gas properties         251,335         116,393            15,254
                                   ---------       ---------         ---------
   Net cash provided (used) by
      investing activities        $  230,553      $   27,220       ($  202,511)
                                   ---------       ---------         ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions            ($2,322,924)    ($1,865,579)      ($1,221,000)
                                   ---------       ---------         ---------
   Net cash used by financing
   activities                    ($2,322,924)    ($1,865,579)      ($1,221,000)
                                   ---------       ---------         ---------



                                      F-11
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      $   75,317      $  401,018       ($  455,211)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            569,257         168,239           623,450
                                   ---------       ---------         ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD               $  644,574      $  569,257        $  168,239
                                   =========       =========         =========





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



                                      F-12
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      We have audited the combined  balance  sheets of the Geodyne Energy Income
Limited  Partnership  II-C,  an  Oklahoma  limited   partnership,   and  Geodyne
Production Partnership II-C, an Oklahoma general partnership, as of December 31,
1997 and 1996 and the related  combined  statements  of  operations,  changes in
partners'  capital  (deficit),  and cash flows for the years ended  December 31,
1997, 1996, and 1995. These financial  statements are the  responsibility of the
Partnerships'  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our  opinion,  the  combined  financial  statements  referred  to above
present fairly, in all material respects, the combined financial position of the
Geodyne  Energy  Income  Limited   Partnership   II-C  and  Geodyne   Production
Partnership II-C at December 31, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.



                                   //s// Coopers & Lybrand L.L.P. 


                                    COOPERS & LYBRAND L.L.P.








Tulsa, Oklahoma
January 30, 1998



                                      F-13
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
                            Combined Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------

                                                   1997            1996
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  358,095      $  387,334
   Accounts receivable:
      Oil and gas sales                            273,399         340,182
      Other                                          1,931            -
                                                 ---------       ---------
      Total current assets                      $  633,425      $  727,516

NET OIL AND GAS PROPERTIES,
   utilizing the successful efforts
   method                                        1,667,269       2,048,879

DEFERRED CHARGE                                    139,621         164,953
                                                 ---------       ---------
                                                $2,440,315      $2,941,348
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   33,293      $   69,727
   Gas imbalance payable                            22,563          10,386
                                                 ---------       ---------
      Total current liabilities                 $   55,856      $   80,113

ACCRUED LIABILITY                               $   49,647      $   69,148

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  123,277)    ($  115,619)
   Limited Partners, issued and
      outstanding, 154,621 Units                 2,458,089       2,907,706
                                                 ---------       ---------
      Total Partners' capital                   $2,334,812      $2,792,087
                                                 ---------       ---------
                                                $2,440,315      $2,941,348
                                                 =========       =========




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




                                      F-14
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
                        Combined Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                      1997            1996             1995
                                  ----------      ----------       ------------
REVENUES:
   Oil and gas sales, including
      $225,948 of sales to
      related parties in 1995     $1,796,657       $1,925,940       $1,519,937
   Interest income                    11,360            8,460            6,475
   Gain on sale of oil
      and gas properties             156,919           42,354           13,807
   Other income                        1,931             -                -
                                   ---------        ---------        ---------
                                  $1,966,867       $1,976,754       $1,540,219

COSTS AND EXPENSES:
   Lease operating                $  397,402       $  477,750       $  594,932
   Production tax                    130,419          125,174          103,713
   Depreciation, depletion,
      and amortization of oil
      and gas properties             268,219          397,849          664,376
   Impairment provision               66,617             -             245,324
   General and administrative        193,799          214,421          248,883
                                   ---------        ---------        ---------
                                  $1,056,456       $1,215,194       $1,857,228
                                   ---------        ---------        ---------
NET INCOME (LOSS)                 $  910,411       $  761,560      ($  317,009)
                                   =========        =========        =========

GENERAL PARTNER - NET INCOME      $   57,028       $   53,569       $   20,538
                                   =========        =========        =========

LIMITED PARTNERS - NET
   INCOME (LOSS)                  $  853,383       $  707,991      ($  337,547)
                                   =========        =========        =========

NET INCOME (LOSS) per Unit        $     5.52       $     4.58      ($     2.18)
                                   =========        =========        =========

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






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




                                      F-15
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 1997, 1996, and 1995

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

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

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

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

Balance, Dec. 31, 1997           $2,458,089     ($123,277)      $2,334,812
                                  =========       =======        =========






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



                                      F-16
<PAGE>




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                     1997             1996            1995
                                 ------------      ------------    ----------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)              $  910,411        $  761,560     ($317,009)
   Adjustments to reconcile
      net income (loss) to
      net cash provided by
      operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties          268,219           397,849       664,376
      Impairment provision            66,617              -          245,324
      Gain on sale of oil
         and gas properties      (   156,919)      (    42,354)    (  13,807)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales            66,783       (    48,817)    (   3,127)
      Increase in accounts
         receivable - other      (     1,931)             -             -
      (Increase) decrease in
         deferred charge              25,332            94,988     (  49,148)
      Increase (decrease) in
         accounts payable        (    36,434)            2,434        10,952
      Increase (decrease) in
         gas imbalance payable        12,177       (    49,506)    (  45,047)
      Increase (decrease) in
         accrued liability       (    19,501)      (    69,510)       16,127
                                   ---------         ---------       -------
   Net cash provided by
      operating activities        $1,134,754        $1,046,644      $508,641
                                   ---------         ---------       -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures          ($    5,112)      ($    5,076)    ($ 77,297)
   Proceeds from sale of
      oil and gas properties         208,805           172,986        21,108
                                   ---------         ---------       -------
   Net cash provided (used)
      by investing activities     $  203,693        $  167,910     ($ 56,189)
                                   ---------         ---------       -------



                                      F-17
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions            ($1,367,686)      ($  909,573)    ($751,000)
                                   ---------         ---------       -------
   Net cash used by financing
      activities                 ($1,367,686)      ($  909,573)    ($751,000)
                                   ---------         ---------       -------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS     ($   29,239)       $  304,981     ($298,548)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            387,334            82,353       380,901
                                   ---------         ---------       -------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD               $  358,095        $  387,334      $ 82,353
                                   =========         =========       =======






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



                                      F-18
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      We have audited the combined  balance  sheets of the Geodyne Energy Income
Limited  Partnership  II-D,  an  Oklahoma  limited   partnership,   and  Geodyne
Production Partnership II-D, an Oklahoma general partnership, as of December 31,
1997 and 1996 and the related  combined  statements  of  operations,  changes in
partners'  capital  (deficit),  and cash flows for the years ended  December 31,
1997, 1996, and 1995. These financial  statements are the  responsibility of the
Partnerships'  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our  opinion,  the  combined  financial  statements  referred  to above
present fairly, in all material respects, the combined financial position of the
Geodyne  Energy  Income  Limited   Partnership   II-D  and  Geodyne   Production
Partnership II-D at December 31, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.







                                   //s// Coopers & Lybrand L.L.P. 


                                    COOPERS & LYBRAND L.L.P.




Tulsa, Oklahoma
January 30, 1998

                                      F-19
<PAGE>

                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
                            Combined Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------

                                                  1997            1996
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $1,151,142      $  906,737
   Accounts receivable:
      Oil and gas sales                            646,750         793,183
      Other                                         20,267            -
                                                 ---------       ---------
      Total current assets                      $1,818,159      $1,699,920

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 3,417,760       4,390,791

DEFERRED CHARGE                                    544,345         863,139
                                                 ---------       ---------
                                                $5,780,264      $6,953,850
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   86,058      $  159,967
   Gas imbalance payable                           107,004         118,313
                                                 ---------       ---------
      Total current liabilities                 $  193,062      $  278,280

ACCRUED LIABILITY                               $  239,083      $  266,782

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  224,003)    ($  218,956)
   Limited Partners, issued and
      outstanding, 314,878 Units                 5,572,122       6,627,744
                                                 ---------       ---------
      Total Partners' capital                   $5,348,119      $6,408,788
                                                 ---------       ---------
                                                $5,780,264      $6,953,850
                                                 =========       =========





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



                                      F-20
<PAGE>




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
                        Combined Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                       1997            1996            1995
                                   ------------    ------------    ------------
REVENUES:
   Oil and gas sales, including
      $682,346 in sales to
      related parties in 1995      $4,314,154       $4,329,102      $3,901,516
   Interest income                     28,919           16,083          14,424
   Gain on sale of oil
      and gas properties              447,981           80,630          27,963
   Other                               20,267             -               -
                                    ---------        ---------       ---------
                                   $4,811,321       $4,425,815      $3,943,903

COSTS AND EXPENSES:
   Lease operating                 $1,331,185       $1,492,375      $1,854,632
   Production tax                     325,902          308,524         281,612
   Depreciation, depletion,
      and amortization of oil
      and gas properties              689,112          800,433       1,548,167
   Impairment provision               143,957             -            370,172
   General and administrative         397,583          453,882         542,896
                                    ---------        ---------       ---------
                                   $2,887,739       $3,055,214      $4,597,479
                                    ---------        ---------       ---------
NET INCOME (LOSS)                  $1,923,582       $1,370,601     ($  653,576)
                                    =========        =========       =========

GENERAL PARTNER - NET INCOME       $  127,204       $   99,743      $   44,055
                                    =========        =========       =========

LIMITED PARTNERS -
NET INCOME (LOSS)                  $1,796,378       $1,270,858     ($  697,631)
                                    =========        =========       =========

NET INCOME (LOSS) per Unit         $     5.70       $     4.04     ($     2.22)
                                    =========        =========       =========

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






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



                                      F-21
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 1997, 1996, and 1995

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

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

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

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

Balance, Dec. 31, 1997         $5,572,122       ($224,003)      $5,348,119
                                =========         =======        =========






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



                                      F-22
<PAGE>




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                     1997            1996              1995
                                 ------------    ------------      ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)              $1,923,582      $1,370,601       ($  653,576)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties          689,112         800,433         1,548,167
      Impairment provision           143,957            -              370,172
      Gain on sale of oil
         and gas properties      (   447,981)    (    80,630)      (    27,963)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales           146,433     (   162,813)           66,975
      Increase in accounts
         receivable - other      (    20,267)           -                 -
      Decrease in deferred
         charge                      318,794          86,088            99,720
      Increase (decrease) in
         accounts payable        (    73,909)         13,159       (    48,428)
      Increase (decrease) in
         gas imbalance payable   (    11,309)            790       (    90,500)
      Increase (decrease) in
         accrued liability       (    27,699)    (    18,638)           62,785
                                   ---------       ---------         ---------
   Net cash provided by
      operating activities        $2,640,713      $2,008,990        $1,327,352
                                   ---------       ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures          ($   41,889)    ($   22,210)      ($   58,694)
   Proceeds from sale of
      oil and gas properties         629,832         305,815            36,097
                                   ---------       ---------         ---------
   Net cash provided (used)
    by investing activities       $  587,943      $  283,605       ($   22,597)
                                   ---------       ---------         ---------



                                      F-23
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions            ($2,984,251)    ($1,703,226)      ($1,551,000)
                                   ---------       ---------         ---------
   Net cash used by financing
      activities                 ($2,984,251)    ($1,703,226)      ($1,551,000)
                                   ---------       ---------         ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      $  244,405      $  589,369       ($  246,245)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            906,737         317,368           563,613
                                   ---------       ---------         ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD               $1,151,142      $  906,737        $  317,368
                                   =========       =========         =========






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



                                      F-24
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      We have audited the combined  balance  sheets of the Geodyne Energy Income
Limited  Partnership  II-E,  an  Oklahoma  limited   partnership,   and  Geodyne
Production Partnership II-E, an Oklahoma general partnership, as of December 31,
1997 and 1996 and the related  combined  statements  of  operations,  changes in
partners'  capital  (deficit),  and cash flows for the years ended  December 31,
1997, 1996, and 1995. These financial  statements are the  responsibility of the
Partnerships'  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our  opinion,  the  combined  financial  statements  referred  to above
present fairly, in all material respects, the combined financial position of the
Geodyne  Energy  Income  Limited   Partnership   II-E  and  Geodyne   Production
Partnership II-E at December 31, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.


                                   //s// Coopers & Lybrand L.L.P. 

                                    COOPERS & LYBRAND L.L.P.



Tulsa, Oklahoma
January 30, 1998



                                      F-25
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
                            Combined Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------

                                                   1997            1996
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  670,777      $  528,765
   Accounts receivable:
      Oil and gas sales                            415,377         512,573
      Other                                            110            -
                                                 ---------       ---------
      Total current assets                      $1,086,264      $1,041,338

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,841,080       4,579,160

DEFERRED CHARGE                                    330,531         355,647
                                                 ---------       ---------
                                                $4,257,875      $5,976,145
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  100,603      $  133,181
   Gas imbalance payable                           171,089         161,181
                                                 ---------       ---------
      Total current liabilities                 $  271,692      $  294,362

ACCRUED LIABILITY                               $   63,625      $   59,234

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  172,017)    ($  147,595)
   Limited Partners, issued and
      outstanding, 228,821 Units                 4,094,575       5,770,144
                                                 ---------       ---------
      Total Partners' capital                   $3,922,558      $5,622,549
                                                 ---------       ---------
                                                $4,257,875      $5,976,145
                                                 =========       =========





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



                                      F-26
<PAGE>




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
                        Combined Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                      1997             1996            1995
                                  ------------     ------------    ------------

REVENUES:
   Oil and gas sales, including
      $593,218 sales to
      related parties in 1995      $2,616,003       $2,693,317      $2,297,409
   Interest income                     21,722           10,863           5,942
   Gain on sale of oil
      and gas properties              272,654          117,078          15,120
                                    ---------        ---------       ---------
                                   $2,910,379       $2,821,258      $2,318,471

COSTS AND EXPENSES:
   Lease operating                 $  700,409       $  710,012      $  965,824
   Production tax                     208,912          203,065         182,683
   Depreciation, depletion,
      and amortization of oil
      and gas properties              626,965          728,518       1,358,410
   Impairment provision               992,851             -            465,045
   General and administrative         314,835          417,205         616,305
                                    ---------        ---------       ---------
                                   $2,843,972       $2,058,800      $3,588,267
                                    ---------        ---------       ---------
NET INCOME (LOSS)                  $   66,407       $  762,458     ($1,269,796)
                                    =========        =========       =========

GENERAL PARTNER - NET INCOME       $   66,976       $   66,720      $    9,448
                                    =========        =========       =========

LIMITED PARTNERS -
   NET INCOME (LOSS)              ($      569)      $  695,738     ($1,279,244)
                                    =========        =========       =========

NET INCOME (LOSS) per Unit         $      .00       $     3.04     ($     5.59)
                                    =========        =========       =========

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






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



                                      F-27
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 1997, 1996, and 1995

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

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

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

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

Balance, Dec. 31, 1997         $4,094,575       ($172,017)     $3,922,558
                                =========         =======       =========






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



                                      F-28
<PAGE>




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                      1997             1996            1995
                                  ------------     ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)               $   66,407       $  762,458     ($1,269,796)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties           626,965          728,518       1,358,410
      Impairment provision            992,851             -            465,045
      Gain on sale of oil
         and gas properties       (   272,654)     (   117,078)    (    15,120)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales             97,196      (   102,943)    (    54,265)
      Increase in accounts
         receivable - other       (       110)            -               -
      Decrease in deferred
         charge                        25,116           19,098          64,136
      Increase (decrease) in
         accounts payable         (    32,578)          42,789     (     6,685)
      Increase in gas
         imbalance payable              9,908           76,916          42,485
      Increase (decrease) in
         accrued liability              4,391      (    75,049)    (    45,814)
                                    ---------        ---------       ---------
   Net cash provided by
      operating activities         $1,517,492       $1,334,709      $  538,396
                                    ---------        ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($   40,623)     ($   70,806)    ($   82,764)
   Proceeds from sale of
      oil and gas properties          431,541          174,185          43,062
                                    ---------        ---------       ---------
Net cash provided (used) by
   investing activities            $  390,918       $  103,379     ($   39,702)
                                    ---------        ---------       ---------



                                      F-29
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($1,766,398)     ($1,110,365)    ($  558,000)
                                    ---------        ---------       ---------
   Net cash used by financing
      activities                  ($1,766,398)     ($1,110,365)    ($  558,000)
                                    ---------        ---------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       $  142,012       $  327,723     ($   59,306)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             528,765          201,042         260,348
                                    ---------        ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  670,777       $  528,765      $  201,042
                                    =========        =========       =========






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



                                      F-30
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      We have audited the combined  balance  sheets of the Geodyne Energy Income
Limited  Partnership  II-F,  an  Oklahoma  limited   partnership,   and  Geodyne
Production Partnership II-F, an Oklahoma general partnership, as of December 31,
1997 and 1996 and the related  combined  statements  of  operations,  changes in
partners'  capital  (deficit),  and cash flows for the years ended  December 31,
1997, 1996, and 1995. These financial  statements are the  responsibility of the
Partnerships'  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our  opinion,  the  combined  financial  statements  referred  to above
present fairly, in all material respects, the combined financial position of the
Geodyne  Energy  Income  Limited   Partnership   II-F  and  Geodyne   Production
Partnership II-F at December 31, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.



                                   //s// Coopers & Lybrand L.L.P. 


                                    COOPERS & LYBRAND L.L.P.









Tulsa, Oklahoma
January 30, 1998



                                      F-31
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
                            Combined Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------

                                                   1997            1996
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  741,852      $  441,903
   Accounts receivable:
      Oil and gas sales                            334,094         429,839
      General Partner                                 -             15,285
      Other                                             43            -
                                                 ---------       ---------
      Total current assets                      $1,075,989      $  887,027

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,432,033       4,353,347

DEFERRED CHARGE                                     56,867          71,703
                                                 ---------       ---------
                                                $3,564,889      $5,312,077
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   64,348      $   42,918
   Gas imbalance payable                            25,184          31,577
                                                 ---------       ---------
      Total current liabilities                 $   89,532      $   74,495

ACCRUED LIABILITY                               $   27,907      $   28,322

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  143,355)    ($  105,914)
   Limited Partners, issued and
      outstanding, 171,400 Units                 3,590,805       5,315,174
                                                 ---------       ---------
      Total Partners' capital                   $3,447,450      $5,209,260
                                                 ---------       ---------
                                                $3,564,889      $5,312,077
                                                 =========       =========





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



                                      F-32
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
                        Combined Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                      1997             1996           1995
                                  ------------      ----------     -----------
REVENUES:
   Oil and gas sales, including
      $367,527 of sales to
      related parties in 1995     $2,191,389        $2,433,313      $2,028,592
   Interest income                    17,447            14,218           9,818
   Gain on sale of oil
      and gas properties             557,746           122,579          27,433
                                   ---------         ---------       ---------
                                  $2,766,582        $2,570,110      $2,065,843

COSTS AND EXPENSES:
   Lease operating                $  396,093        $  485,892      $  522,525
   Production tax                    150,372           158,092         139,134
   Depreciation, depletion,
      and amortization of oil
      and gas properties             409,001           531,040       1,036,058
   Impairment provision            1,377,160              -            312,270
   General and administrative        204,398           206,749         200,801
                                   ---------         ---------       ---------
                                  $2,537,024        $1,381,773      $2,210,788
                                   ---------         ---------       ---------
NET INCOME (LOSS)                 $  229,558        $1,188,337     ($  144,945)
                                   =========         =========       =========

GENERAL PARTNER - NET INCOME      $   81,927        $   79,948      $   46,686
                                   =========         =========       =========

LIMITED PARTNERS - NET INCOME
  (LOSS)                          $  147,631        $1,108,389     ($  191,631)
                                   =========         =========       =========

NET INCOME (LOSS) per Unit        $      .86        $     6.47     ($     1.12)
                                   =========         =========       =========

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






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



                                      F-33
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 1997, 1996, and 1995


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

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

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

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

Balance, Dec. 31, 1997            $3,590,805      ($143,355)    $3,447,450
                                   =========        =======      =========






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



                                      F-34
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                      1997             1996            1995
                                  ------------     ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)               $  229,558       $1,188,337     ($  144,945)
   Adjustments to reconcile
      net income (loss) to
      net cash provided by
      operating activities:
      Depreciation, depletion,
          and amortization of oil
          and gas properties          409,001          531,040       1,036,058
      Impairment provision          1,377,160             -            312,270
      Gain on sale of oil
          and gas properties      (   557,746)     (   122,579)    (    27,433)
      (Increase) decrease in
          accounts receivable -
          oil and gas sales            95,745      (    77,366)    (    30,509)
      (Increase) decrease in
          accounts receivable
          - general partner            15,285      (    15,285)           -
      Increase in accounts
          receivable - other      (        43)            -               -
      (Increase) decrease in
          deferred charge              14,836           47,412     (    20,864)
      Increase (decrease) in
          accounts payable             21,430      (    36,430)         13,954
      Increase (decrease) in
          gas imbalance payable   (     6,393)           8,204     (    20,210)
      Increase (decrease) in
          accrued liability       (       415)           4,992     (    16,772)
                                    ---------        ---------       ---------
   Net cash provided by
      operating activities         $1,598,418       $1,528,325      $1,101,549
                                    ---------        ---------       ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($   65,635)     ($   11,332)    ($   18,171)
   Proceeds from sale of
      oil and gas properties          758,534          185,579          71,041
                                    ---------        ---------       ---------
Net cash provided by
   investing activities            $  692,899       $  174,247      $   52,870
                                    ---------        ---------       ---------



                                      F-35
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($1,991,368)     ($1,586,485)    ($1,066,000)
                                    ---------        ---------       ---------
   Net cash used by financing
      activities                  ($1,991,368)     ($1,586,485)    ($1,066,000)
                                    ---------        ---------       ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS            $  299,949       $  116,087      $   88,419

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             441,903          325,816         237,397
                                    ---------        ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  741,852       $  441,903      $  325,816
                                    =========        =========       =========






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



                                      F-36
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      We have audited the combined  balance  sheets of the Geodyne Energy Income
Limited  Partnership  II-G,  an  Oklahoma  limited   partnership,   and  Geodyne
Production Partnership II-G, an Oklahoma general partnership, as of December 31,
1997 and 1996 and the related  combined  statements  of  operations,  changes in
partners'  capital  (deficit),  and cash flows for the years ended  December 31,
1997, 1996, and 1995. These financial  statements are the  responsibility of the
Partnerships'  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our  opinion,  the  combined  financial  statements  referred  to above
present fairly, in all material respects, the combined financial position of the
Geodyne  Energy  Income  Limited   Partnership   II-G  and  Geodyne   Production
Partnership II-G at December 31, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.



                                   //s// Coopers & Lybrand L.L.P. 


                                    COOPERS & LYBRAND L.L.P.









Tulsa, Oklahoma
January 30, 1998



                                      F-37
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
                            Combined Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------

                                                 1997             1996
                                             ------------     -------------
CURRENT ASSETS:
   Cash and cash equivalents                  $1,564,325       $   932,165
   Accounts receivable:
      Oil and gas sales                          710,336           911,439
      General Partner                               -               34,620
                                               ---------        ----------
      Total current assets                    $2,274,661       $ 1,878,224

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               5,237,082         9,542,790

DEFERRED CHARGE                                  123,977           155,718
                                               ---------        ----------
                                              $7,635,720       $11,576,732
                                               =========        ==========

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

CURRENT LIABILITIES:
   Accounts payable                           $  135,761       $    93,647
   Gas imbalance payable                          57,250            71,995
                                               ---------        ----------
      Total current liabilities               $  193,011       $   165,642

ACCRUED LIABILITY                             $   64,109       $    56,912

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  312,392)     ($   244,312)
   Limited Partners, issued and
      outstanding, 372,189 Units               7,690,992        11,598,490
                                               ---------        ----------
      Total Partners' capital                 $7,378,600       $11,354,178
                                               ---------        ----------
                                              $7,635,720       $11,576,732
                                               =========        ==========






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



                                      F-38
<PAGE>




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
                        Combined Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                       1997          1996             1995
                                    ----------     ----------     ----------
REVENUES:
   Oil and gas sales, including
      $776,211 of sales to
      related parties 1995          $4,670,245     $5,158,799      $4,348,087
   Interest income                      37,746         29,659          20,378
   Gain on sale of oil
      and gas properties             1,226,822        225,341          51,339
                                     ---------      ---------      ----------

                                    $5,934,813     $5,413,799      $4,419,804

COSTS AND EXPENSES:
   Lease operating                  $  859,059     $1,048,439      $1,152,908
   Production tax                      326,663        337,815         302,449
   Depreciation, depletion,
      and amortization of oil
      and gas properties               916,396      1,163,236       2,306,915
   Impairment provision              3,101,656           -            839,228
   General and administrative          443,590        448,345         437,613
                                     ---------      ---------       ---------
                                    $5,647,364     $2,997,835      $5,039,113
                                     ---------      ---------       ---------

NET INCOME (LOSS)                   $  287,449     $2,415,964     ($  619,309)
                                     =========      =========       =========

GENERAL PARTNER - NET INCOME        $  172,947     $  165,845      $   94,880
                                     =========      =========       =========

LIMITED PARTNERS - NET INCOME
(LOSS)                              $  114,502     $2,250,119     ($  714,189)
                                     =========      =========       =========

NET INCOME (LOSS) per Unit          $      .31     $     6.05     ($     1.92)
                                     =========      =========       =========

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






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




                                      F-39
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 1997, 1996, and 1995


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

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

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

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

Balance, Dec. 31, 1997         $ 7,690,992      ($312,392)     $ 7,378,600
                                ==========        =======       ==========






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



                                      F-40
<PAGE>




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                    1997            1996              1995
                                ------------    ------------      ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)             $  287,449      $2,415,964       ($  619,309)
   Adjustments to reconcile
      net income (loss) to
      net cash provided by
         operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties         916,396       1,163,236         2,306,915
      Impairment provision        3,101,656             -             839,228
      Gain on sale of oil
         and gas properties     ( 1,226,822)    (   225,341)      (    51,339)
      (Increase) decrease in
        accounts receivable -
        general partner              34,620     (    34,620)             -
      (Increase) decrease in
         accounts receivable -
        oil and gas sales           201,103     (   162,982)      (    60,518)
      (Increase) decrease in
         deferred charge             31,741         101,656       (    38,296)
      Increase (decrease) in
         accounts payable            42,114     (    82,448)           36,125
      Increase (decrease) in
         gas imbalance payable  (    14,745)         21,494       (    43,913)
      Increase (decrease) in
         accrued liability            7,197           6,110       (    39,539)
                                  ---------       ---------         ---------
  Net cash provided by
   operating activities          $3,380,709      $3,203,069        $2,329,354
                                  ---------       ---------         ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures         ($  143,657)    ($   27,441)      ($   40,899)
   Proceeds from sale of
      oil and gas properties      1,658,135         398,153           152,349
                                  ---------       ---------         ---------
   Net cash provided by
      investing activities       $1,514,478      $  370,712        $  111,450
                                  ---------       ---------         ---------



                                      F-41
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions           ($4,263,027)    ($3,303,537)      ($2,271,000)
                                  ---------       ---------         ---------
   Net cash used by financing
      activities                ($4,263,027)    ($3,303,537)      ($2,271,000)
                                  ---------       ---------         ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS          $  632,160      $  270,244        $  169,804

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           932,165         661,921           492,117
                                  ---------       ---------         ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD              $1,564,325      $  932,165        $  661,921
                                  =========       =========         =========






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



                                      F-42
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      We have audited the combined  balance  sheets of the Geodyne Energy Income
Limited  Partnership  II-H,  an  Oklahoma  limited   partnership,   and  Geodyne
Production Partnership II-H, an Oklahoma general partnership, as of December 31,
1997 and 1996 and the related  combined  statements  of  operations,  changes in
partners'  capital  (deficit),  and cash flows for the years ended  December 31,
1997, 1996, and 1995. These financial  statements are the  responsibility of the
Partnerships'  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our  opinion,  the  combined  financial  statements  referred  to above
present fairly, in all material respects, the combined financial position of the
Geodyne  Energy  Income  Limited   Partnership   II-H  and  Geodyne   Production
Partnership II-H at December 31, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.



                                   //s// Coopers & Lybrand L.L.P. 


                                    COOPERS & LYBRAND L.L.P.





Tulsa, Oklahoma
January 30, 1998



                                      F-43
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
                            Combined Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------

                                                   1997            1996
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  364,502      $  221,484
   Accounts receivable:
      Oil and gas sales                            168,833         216,574
      General Partner                                 -              9,151
                                                 ---------       ---------
      Total current assets                      $  533,335      $  447,209

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                $1,225,295       2,304,814

DEFERRED CHARGE                                     29,519          38,222
                                                 ---------       ---------
                                                $1,788,149      $2,790,245
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   31,925      $   23,354
   Gas imbalance payable                            13,149          16,547
                                                 ---------       ---------
      Total current liabilities                 $   45,074      $   39,901

ACCRUED LIABILITY                               $   14,648      $   14,139

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   78,796)    ($   58,835)
   Limited Partners, issued and
      outstanding, 91,711 Units                  1,807,223       2,795,040
                                                 ---------       ---------
      Total Partners' capital                   $1,728,427      $2,736,205
                                                 ---------       ---------
                                                $1,788,149      $2,790,245
                                                 =========       =========






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



                                      F-44
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
                        Combined Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                      1997              1996            1995
                                   ----------       ------------    ------------
REVENUES:
   Oil and gas sales, including
      $182,878 of sales to related
      parties in 1995               $1,119,734       $1,230,222      $1,042,735
   Interest income                       8,764            6,728           4,721
   Gain on sale of
      oil and gas properties           286,788           51,909          11,436
                                     ---------        ---------       ---------

                                    $1,415,286       $1,288,859      $1,058,892

COSTS AND EXPENSES:
   Lease operating                  $  209,123       $  257,850      $  284,635
   Production tax                       80,919           81,540          74,349
   Depreciation, depletion,
      and amortization of oil
      and gas properties               202,115          280,796         550,384
   Impairment provision                785,220             -            259,808
   General and administrative          109,301          110,738         107,236
                                     ---------        ---------       ---------
                                    $1,386,678       $  730,924      $1,276,412
                                     ---------        ---------       ---------
NET INCOME (LOSS)                   $   28,608       $  557,935     ($  217,520)
                                     =========        =========       =========

GENERAL PARTNER - NET INCOME        $   40,425       $   38,792      $   21,532
                                     =========        =========       =========

LIMITED PARTNERS - NET INCOME
(LOSS)                             ($   11,817)      $  519,143     ($  239,052)
                                     =========        =========       =========

NET INCOME (LOSS) per Unit         ($      .13)      $     5.66     ($     2.61)
                                     =========        =========       =========

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






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



                                      F-45
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 1997, 1996, and 1995


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

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

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

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

Balance, Dec. 31, 1997            $1,807,223      ($78,796)     $1,728,427
                                   =========        ======       =========






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



                                      F-46
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                           1997            1996          1995
                                       ------------     ----------    ----------

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income (loss)                    $   28,608       $557,935     ($217,520)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties                202,115        280,796       550,384
      Impairment provision                 785,220           -          259,808
      Gain on sale of oil
         and gas properties            (   286,788)     (  51,909)    (  11,436)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales                  47,741      (  37,069)    (  12,671)
      (Increase) decrease in
        accounts receivable -
        general partner                      9,151      (   9,151)         -
      (Increase) decrease in
         deferred charge                     8,703         23,840     (  12,223)
      Increase (decrease) in
         accounts payable                    8,571      (  22,050)       11,408
      Increase (decrease) in gas
         imbalance payable             (     3,398)         5,336     (   7,479)
      Increase (decrease) in
         accrued liability                     509          1,360     (   9,902)
                                         ---------        -------       -------
  Net cash provided by
   operating activities                 $  800,432       $749,088      $550,369
                                         ---------        -------       -------
CASH FLOWS FROM INVESTING ACTIVITIES:

   Capital expenditures                ($   35,978)     ($  6,306)    ($ 10,563)
   Proceeds from sale of
      oil and gas properties               414,950         96,882        36,904
                                         ---------        -------       -------
Net cash provided by
   investing activities                 $  378,972       $ 90,576      $ 26,341
                                         ---------        -------       -------



                                      F-47
<PAGE>



CASH FLOWS FROM FINANCING ACTIVITIES:

   Cash distributions                  ($1,036,386)     ($776,992)    ($542,000)
                                         ---------        -------       -------
   Net cash used by financing
      activities                       ($1,036,386)     ($776,992)    ($542,000)
                                         ---------        -------       -------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS                 $  143,018       $ 62,672      $ 34,710

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               $  221,484        158,812       124,102
                                         ---------        -------       -------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                     $  364,502       $221,484      $158,812
                                         =========        =======       =======





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



                                      F-48
<PAGE>




                       GEODYNE ENERGY INCOME PROGRAM II
                    Notes to Combined Financial Statements
             For the Years Ended December 31, 1997, 1996, and 1995

1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

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

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

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

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

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

      An affiliate of the General  Partner owned the following Units at December
31, 1997:



                                      F-49
<PAGE>



                         Number of           Percent of
      Partnership       Units Owned       Outstanding Units
      -----------       -----------       -----------------
         II-A              61,201              12.6%
         II-B              52,156              14.4%
         II-C              28,773              18.6%
         II-D              37,396              11.9%
         II-E              31,344              13.7%
         II-F              22,820              13.3%
         II-G              37,751              10.1%
         II-H              12,428              13.6%

      The  Partnerships'  sole business is the development and production of oil
and gas.  Substantially  all of the  Partnerships'  gas  reserves are being sold
regionally  on the "spot  market." Due to the highly  competitive  nature of the
spot market, prices on the spot market are subject to wide seasonal and regional
pricing  fluctuations.  In  addition,  such  spot  market  sales  are  generally
short-term  in nature and are  dependent  upon the  obtaining of  transportation
services provided by pipelines.


      Allocation of Costs and Revenues

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

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



                                      F-50
<PAGE>



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


      Basis of Presentation

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


      Cash and Cash Equivalents

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




                                      F-51
<PAGE>



      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.


      Receivable from General Partner

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


      Oil and Gas Properties

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

      Depletion of the cost of producing oil and gas properties, amortization of
related intangible  drilling and development costs, and depreciation of tangible
lease and well  equipment are computed on the  units-of-production  method.  The
Partnerships' calculation of depreciation,  depletion, and amortization includes
estimated  dismantlement and abandonment costs, net of estimated salvage values.
The depreciation, depletion, and amortization rates per equivalent barrel of oil
produced  during the years  ended  December  31,  1997,  1996,  and 1995 were as
follows:




                                      F-52
<PAGE>



            Partnership       1997        1996        1995
            -----------       -----       -----       -----

               II-A           $2.19       $3.05       $4.44
               II-B            2.26        3.82        5.09
               II-C            2.24        2.86        4.45
               II-D            2.29        2.36        3.81
               II-E            3.62        3.69        6.18
               II-F            2.87        3.05        5.29
               II-G            3.01        3.14        5.48
               II-H            2.78        3.14        5.40

      When complete units of depreciable property are retired or sold, the asset
cost and related  accumulated  depreciation are eliminated with any gain or loss
reflected in income.  When less than complete units of depreciable  property are
retired or sold, the difference  between asset cost and salvage value is charged
or credited to accumulated depreciation.

      The   Partnerships   follow  the  provisions  of  Statement  of  Financial
Accounting  Standards  ("SFAS") No. 121,  "Accounting for the Impairment of Long
Lived Assets and Assets Held for Disposal,"  which is intended to establish more
consistent  accounting  standards for measuring the recoverability of long-lived
assets.   SFAS  No.  121  requires   successful  efforts  companies,   like  the
Partnerships,  to evaluate the  recoverability  of the  carrying  costs of their
proved  oil  and  gas  properties  at the  lowest  level  for  which  there  are
identifiable cash flows that are largely  independent of the cash flows of other
groups of oil and gas properties.  With respect to the Partnerships' oil and gas
properties,  this evaluation was performed for each field. SFAS No. 121 provides
that if the  unamortized  costs of oil and gas  properties  exceed the  expected
undiscounted future cash flows from such properties,  the cost of the properties
is written  down to fair  value,  which is  determined  by using the  discounted
future  cash  flows  from the  properties.  During  1997,  1996,  and 1995,  the
Partnerships   recorded  the  following   non-cash   charges  against   earnings
(impairment provisions) pursuant to SFAS No. 121:

            Partnership         1997           1996           1995
            -----------       --------       --------       --------
                 II-A         $223,943       $   -          $994,919
                 II-B          134,003           -           450,601
                 II-C           36,163           -           245,324
                 II-D          143,957           -           370,172
                 II-E          317,979           -           465,045
                 II-F          208,255           -           312,270
                 II-G          489,672           -           839,228
                 II-H          125,223           -           259,808



                                      F-53
<PAGE>



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

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

      Deferred Charge

      The Deferred Charge represents costs deferred for lease operating expenses
incurred  in  connection  with the  Partnerships'  underproduced  gas  imbalance
positions.  The rate used in calculating  the deferred  charge is the average of
the annual  production costs per Mcf. At December 31, 1997 and 1996,  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:

                                1997                      1996
                        -------------------       --------------------
      Partnership          Mcf         Amount        Mcf        Amount
      -----------       --------      --------    ---------    ---------

         II-A           980,457       $911,041    1,102,450    $948,217
         II-B           174,919        169,811      183,942     160,103
         II-C           207,801        139,621      249,967     164,953
         II-D           783,455        544,345      987,573     863,139
         II-E           393,724        330,531      393,284     355,647
         II-F            97,126         56,867      125,994      71,703
         II-G           210,451        123,977      269,269     155,718
         II-H            49,537         29,519       65,248      38,222



                                      F-54
<PAGE>




      Accrued Liability

      The Accrued  Liability  represents  charges  accrued  for lease  operating
expenses  incurred  in  connection  with  the  Partnerships'   overproduced  gas
imbalance  positions.  The rate used in calculating the accrued liability is the
average of the annual  production  costs per Mcf. At December 31, 1997 and 1996,
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:

                               1997                     1996
                        --------------------      -------------------
      Partnership         Mcf        Amount         Mcf       Amount
      -----------       -------     --------      -------    --------

         II-A           169,016     $157,050      184,494    $158,683
         II-B            91,182       88,519       99,033      86,198
         II-C            73,891       49,647      104,786      69,148
         II-D           344,104      239,083      305,243     266,782
         II-E            75,789       63,625       65,503      59,234
         II-F            47,663       27,907       49,767      28,322
         II-G           108,825       64,109       98,412      56,912
         II-H            24,581       14,648       24,136      14,139


      Oil and Gas Sales and Gas Imbalance Payable

      The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships'  wells under short-term purchase
contracts  at  prevailing  prices  in  accordance  with  arrangements  which are
customary in the oil  industry.  Sales of gas  applicable  to the  Partnerships'
interest in producing oil and gas leases are recorded as revenue when the gas is
metered and title transferred  pursuant to the gas sales contracts  covering the
Partnerships'  interest in gas  reserves.  During such times as a  Partnership's
sales of gas exceed its pro rata ownership in a well, such sales are recorded as
revenues unless total sales from the well have exceeded the Partnership's  share
of estimated  total gas reserves  underlying  the  property,  at which time such
excess is  recorded as a  liability.  The rates per Mcf used to  calculate  this
liability  are based on the average gas prices  received  for the volumes at the
time the  overproduction  occurred.  This also  reflects the price for which the
Partnerships  are currently  settling this  liability.  At December 31, 1997 and
1996  total  sales  exceeded  the  Partnerships'  share of  estimated  total gas
reserves as follows:



                                      F-55
<PAGE>




                                1997                    1996
                        -------------------     -------------------
      Partnership         Mcf        Amount       Mcf         Amount
      -----------       -------     --------    -------     ---------
         II-A            94,694     $142,043     67,662     $101,493
         II-B            16,447       24,671     11,370       17,055
         II-C            15,042       22,563      6,924       10,386
         II-D            71,336      107,004     78,875      118,313
         II-E           114,059      171,089    107,454      161,181
         II-F            16,789       25,184     21,051       31,577
         II-G            38,167       57,250     47,997       71,995
         II-H             8,766       13,149     11,031       16,547


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


      General and Administrative Overhead

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


      Use of Estimates in Financial Statements

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


      Income Taxes

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




                                      F-56
<PAGE>




2.    TRANSACTIONS WITH RELATED PARTIES

      The  Partnerships  reimburse  the  General  Partner  for the  general  and
administrative  overhead applicable to the Partnerships,  based on an allocation
of actual costs  incurred by the General  Partner.  When actual  costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and affiliates.  The General Partner believes this allocation
method is reasonable.  Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged to the  Partnerships  have not  fluctuated  due to  expense  limitations
imposed by the  Partnership  Agreements.  The following is a summary of payments
made to the General  Partner or its affiliates by the  Partnerships  for general
and  administrative  overhead costs for the years ended December 31, 1997, 1996,
and 1995:

            Partnership         1997          1996         1995
            -----------       --------      --------     --------

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


      Affiliates  of the  Partnerships  operate  certain  of  the  Partnerships'
properties  and  their  policy  is to bill the  Partnerships  for all  customary
charges and cost reimbursements associated with these activities,  together with
any compressor rentals, consulting, or other services provided. Such charges are
comparable  to third  party  charges in the area where the wells are located and
are the same as charged to other working interest owners in the wells.

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




                                      F-57
<PAGE>



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

                              II-A              $825,515
                              II-B               374,717
                              II-C               225,948
                              II-D               682,346
                              II-E               593,218
                              II-F               367,527
                              II-G               776,211
                              II-H               182,878

There were no sales made by the  Partnerships  to affiliates or related  parties
during 1997 or 1996.



3.    MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten  percent  or more of the  Partnerships'  combined  oil and gas sales for the
years ended December 31, 1997, 1996, and 1995:

Partnership               Purchaser                     Percentage
-----------       ------------------------          ---------------------
                                                    1997      1996     1995
                                                    -----     -----    -----

   II-A           El Paso                           29.7%     23.5%    17.7%
                  Amoco Production Company
                    ("Amoco")                       14.8%     14.7%    14.3%
                  Hallwood Petroleum, Inc.
                    ("Hallwood')                    12.1%     13.9%    15.5%
                  J-O'B Operating ("J-O'B")           -       10.6%      -

   II-B           El Paso                           31.8%     22.5%    11.7%
                  Hallwood                          16.3%     18.1%    21.0%
                  Amoco                               -       11.0%      -
                  J-O'B                               -       11.0%      -

   II-C           El Paso                           29.3%     24.5%    14.9%
                  Amoco                               -       10.5%      -

   II-D           El Paso                           22.8%     19.1%    17.5%

   II-E           El Paso                           41.3%     30.8%    25.8%

   II-F           El Paso                           24.5%     22.4%    18.1%
                  Texaco Exploration and
                    Production, Inc.
                    ("Texaco")                      11.1%     12.5%    14.1%



                                      F-58
<PAGE>



   II-G           El Paso                           24.3%     22.4%    17.9%
                  Texaco                            11.1%     12.6%    13.9%

   II-H           El Paso                           23.9%     22.1%    17.5%
                  Texaco                            11.1%     12.7%    13.7%


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




4.    SUPPLEMENTAL OIL AND GAS INFORMATION

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

      Capitalized Costs

      The   capitalized   costs   and   accumulated   depreciation,   depletion,
amortization,  and  valuation  allowance  at December  31, 1997 and 1996 were as
follows:




                                      F-59
<PAGE>



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

                                              1997              1996
                                          -------------     -------------

      Proved properties                    $31,785,611       $31,896,851
      Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization                             -              461,419
                                            ----------        ----------
                                           $31,785,611       $32,358,270

      Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance                   ( 26,890,758)     ( 26,187,477)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 4,894,853      $  6,170,793
                                            ==========        ==========



                                      F-60
<PAGE>



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

                                              1997              1996
                                          -------------     -------------

      Proved properties                    $21,746,216       $21,846,398
      Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization                             -              396,985
                                            ----------        ----------
                                           $21,746,216       $22,243,383
      Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance                   ( 18,711,058)     ( 18,102,974)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 3,035,158       $ 4,140,409
                                            ==========        ==========


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

                                              1997              1996
                                          -------------     -------------

      Proved properties                    $9,809,210        $10,268,834
      Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization                            -                30,441
                                            ---------         ----------
                                           $9,809,210        $10,299,275

      Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance                   ( 8,141,941)      (  8,250,396)
                                            ---------         ----------
            Net oil and gas
               properties                  $1,667,269        $ 2,048,879
                                            =========         ==========



                                      F-61
<PAGE>



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

                                              1997              1996
                                          -------------     -------------

      Proved properties                    $18,171,159       $20,297,277
      Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization                             -                   16
                                            ----------        ----------
                                           $18,171,159       $20,297,293
      Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance                   ( 14,753,399)     ( 15,906,502)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 3,417,760       $ 4,390,791
                                            ==========        ==========


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

                                              1997              1996
                                          -------------     -------------

      Proved properties                    $15,543,068       $16,396,307
      Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization                             -              680,978
                                            ----------        ----------
                                           $15,543,068       $17,077,285
      Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance                   ( 12,701,988)     ( 12,498,125)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 2,841,080       $ 4,579,160
                                            ==========        ==========



                                      F-62
<PAGE>



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

                                              1997              1996
                                          -------------     -------------

      Proved properties                    $11,773,778       $11,884,071
      Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization                             -            1,168,905
                                            ----------        ----------
                                           $11,773,778       $13,052,976
      Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance                   (  9,341,745)     (  8,699,629)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 2,432,033       $ 4,353,347
                                            ==========        ==========


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

                                              1997              1996
                                          -------------     -------------

      Proved properties                    $25,132,939       $25,536,919
      Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization                             -            2,612,125
                                            ----------        ----------
                                           $25,132,939       $28,149,044
      Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance                   ( 19,895,857)     ( 18,606,254)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 5,237,082       $ 9,542,790
                                            ==========        ==========




                                      F-63
<PAGE>



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

                                              1997              1996
                                          -------------     -------------

      Proved properties                    $6,025,649        $6,239,240
      Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization                            -              660,832
                                            ---------         ---------
                                           $6,025,649        $6,900,072
      Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance                   ( 4,800,354)      ( 4,595,258)
                                            ---------         ---------
            Net oil and gas
               properties                  $1,225,295        $2,304,814
                                            =========         =========


      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition or exploration activities during 1997, 1996, or 1995. Costs incurred
by the  Partnerships  in  connection  with  oil  and  gas  property  development
activities during 1997, 1996, and 1995 were as follows:


            Partnership         1997          1996         1995
            -----------       --------      --------     --------

               II-A           $237,163       $98,540     $168,118
               II-B             20,782        89,173      217,765
               II-C              5,112         5,076       77,297
               II-D             41,889        22,210       58,694
               II-E             40,623        70,806       82,764
               II-F             65,635        11,332       18,171
               II-G            143,657        27,441       40,899
               II-H             35,978         6,306       10,563




                                      F-64
<PAGE>



      Quantities of Proved Oil and Gas Reserves - Unaudited

      The  following  tables   summarize   changes  in  net  quantities  of  the
Partnerships'  proved  reserves,  all of which are located in the United States,
for the periods  indicated.  The proved reserves at December 31, 1997, 1996, and
1995 were  estimated  by  petroleum  engineers  employed  by  affiliates  of the
Partnerships.  Certain  reserve  information was reviewed by Ryder Scott Company
Petroleum Engineers,  an independent  petroleum  engineering firm. The following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volumes to differ from the reserve  reports  prepared by the General Partner and
reviewed by Ryder Scott.



                                      F-65
<PAGE>



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

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

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

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

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

Proved reserves, Dec. 31, 1997                   539,343        8,356,437
                                                 =======        =========

PROVED DEVELOPED RESERVES:

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

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

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




                                      F-66
<PAGE>



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

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

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

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

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

Proved reserves, Dec. 31, 1997                   387,865        5,229,097
                                                 =======        =========

PROVED DEVELOPED RESERVES:

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

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

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




                                      F-67
<PAGE>



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

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

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

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

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

Proved reserves, Dec. 31, 1997                   162,147        3,889,883
                                                 =======        =========

PROVED DEVELOPED RESERVES:

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

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

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


                                      F-68
<PAGE>

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

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

Proved reserves, Dec. 31, 1994                   440,077        11,526,710
   Production                                   ( 88,913)      ( 1,906,303)
   Sales of minerals in
      place                                     (  1,286)      (    13,896)
   Extensions and discoveries                        292            28,447
   Revisions of previous
      estimates                                  203,408         1,275,502
                                                 -------        ----------

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

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

Proved reserves, Dec. 31, 1997                   383,039         9,255,929
                                                 =======        ==========

PROVED DEVELOPED RESERVES:

   December 31, 1995                             553,578        10,910,460
                                                 =======        ==========

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

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




                                      F-69
<PAGE>



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

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

Proved reserves, Dec. 31, 1994                   243,656        5,869,044
   Production                                   ( 63,680)      (  937,469)
   Sales of minerals in
      place                                     (  1,574)      (   23,318)
   Extensions and discoveries                     10,194           48,960
   Revisions of previous
      estimates                                  109,338        1,444,042
                                                 -------        ---------

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

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


Proved reserves, Dec. 31, 1997                   237,194        5,074,002
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 1995                             297,934        6,401,259
                                                 =======        =========

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

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




                                      F-70
<PAGE>



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

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

Proved reserves, Dec. 31, 1994                   352,541        4,688,712
   Production                                   ( 54,773)      (  845,804)
   Sales of minerals in
      place                                     (  4,031)      (   28,284)
   Extensions and discoveries                        829          108,943
   Revisions of previous
      estimates                                   60,441          815,149
                                                 -------        ---------

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

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

Proved reserves, Dec. 31, 1997                   315,819        3,944,059
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 1995                             355,007        4,738,716
                                                 =======        =========

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

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




                                      F-71
<PAGE>



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


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

Proved reserves, Dec. 31, 1994                   741,997        10,259,098
   Production                                   (115,206)      ( 1,832,915)
   Sales of minerals in
      place                                     (  8,413)      (    66,454)
   Extensions and discoveries                      1,737           227,933
   Revisions of previous
      estimates                                  126,364         1,715,621
                                                 -------        ----------

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

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

Proved reserves, Dec. 31, 1997                   664,340         8,448,788
                                                 =======        ==========
PROVED DEVELOPED RESERVES:

   December 31, 1995                             746,479        10,303,283
                                                 =======        ==========

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

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




                                      F-72
<PAGE>



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

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

Proved reserves, Dec. 31, 1994                   173,882        2,567,951
   Production                                   ( 26,870)      (  449,854)
   Sales of minerals in
      place                                     (  2,006)      (   18,719)
   Extensions and discoveries                        401           52,767
   Revisions of previous
      estimates                                   28,114          401,519
                                                 -------        ---------

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

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

Proved reserves, Dec. 31, 1997                   155,440        2,044,982
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 1995                             173,521        2,553,664
                                                 =======        =========

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

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




                                      F-73
<PAGE>



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

      The following tables set forth each of the Partnerships'  estimated future
net cash flows as of December  31, 1997  relating to proved oil and gas reserves
based on the standardized measure as prescribed in SFAS No. 69:


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

   Future cash inflows                  $28,382,274          $18,427,376
   Future production and
      development costs                ( 10,082,705)        (  6,451,368)
                                         ----------           ----------

         Future net cash
            flows                       $18,299,569          $11,976,008

   10% discount to
      reflect timing of
      cash flows                       (  5,892,214)        (  3,904,877)
                                         ----------           ----------

   Standardized measure
      of discounted
      future net cash
      flows  $12,407,355                $ 8,071,131
                                         ==========           ==========




                                      F-74
<PAGE>



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

   Future cash inflows                  $11,656,673          $26,730,851
   Future production and
      development costs                (  3,698,079)        (  9,519,380)
                                         ----------           ----------

         Future net cash
            flows                       $ 7,958,594          $17,211,471

   10% discount to
      reflect timing of
      cash flows                       (  2,691,079)        (  6,126,402)
                                         ----------           ----------

   Standardized measure
      of discounted
      future net cash
      flows  $ 5,267,515                $11,085,069
                                         ==========           ==========


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

   Future cash inflows                  $15,492,214          $14,642,714
   Future production and
      development costs                (  4,345,574)        (  3,463,900)
                                         ----------           ----------

         Future net cash
            flows                       $11,146,640          $11,178,814

   10% discount to
      reflect timing of
      cash flows                       (  4,323,286)        (  4,490,325)
                                         ----------           ----------

   Standardized measure
      of discounted
      future net cash
      flows                             $ 6,823,354          $ 6,688,489
                                         ==========           ==========




                                      F-75
<PAGE>



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

   Future cash inflows                  $31,180,595          $7,465,357
   Future production and
      development costs                (  7,445,141)        ( 1,809,112)
                                         ----------           ---------

         Future net cash
            flows                       $23,735,454          $5,656,245

   10% discount to
      reflect timing of
      cash flows                       (  9,538,150)        ( 2,276,145)
                                         ----------           ---------

   Standardized measure
      of discounted
      future net cash
      flows                             $14,197,304          $3,380,100
                                         ==========           =========


The process of estimating oil and gas reserves is complex, requiring significant
subjective decisions in the evaluation of available geological, engineering, and
economic  data for each  reservoir.  The data for a given  reservoir  may change
substantially  over  time  as  a  result  of,  among  other  things,  additional
development  activity,  production  history,  and viability of production  under
varying  economic  conditions;  consequently,  it is  reasonably  possible  that
material  revisions to existing reserve  estimates may occur in the near future.
Although  every  reasonable  effort  has been  made to ensure  that the  reserve
estimates reported herein represent the most accurate assessment  possible,  the
significance  of the  subjective  decisions  required and variances in available
data for various  reservoirs  make these  estimates  generally less precise than
other estimates  presented in connection with financial  statement  disclosures.
The  Partnerships'  reserves were  determined at December 31, 1997 using oil and
gas prices of approximately $16.25 per barrel and $2.32 per Mcf, respectively.



                                      F-76
<PAGE>




                               INDEX TO EXHIBITS
                               -----------------


Number      Description
------      -----------

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

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

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

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

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

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

4.3         Advisory  Agreement  dated as of November 24, 1992  between  Samson,
            PaineWebber,  Geodyne Resources,  Geodyne Properties,  Inc., Geodyne
            Production Company, and Geodyne Energy Company filed as Exhibit 28.3
            to Registrant's  Current Report on Form 8-K on December 24, 1992 and
            is hereby incorporated by reference.



                                      F-77
<PAGE>




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

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

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

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

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

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

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

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



                                      F-78
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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



                                      F-79
<PAGE>




*27.1       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-A's
            financial  statements as of December 31, 1997 and for the year ended
            December 31, 1997.

*27.2       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-B's
            financial  statements as of December 31, 1997 and for the year ended
            December 31, 1997.

*27.3       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-C's
            financial  statements as of December 31, 1997 and for the year ended
            December 31, 1997.

*27.4       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-D's
            financial  statements as of December 31, 1997 and for the year ended
            December 31, 1997.

*27.5       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-E's
            financial  statements as of December 31, 1997 and for the year ended
            December 31, 1997.

*27.6       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-F's
            financial  statements as of December 31, 1997 and for the year ended
            December 31, 1997.

*27.7       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-G's
            financial  statements as of December 31, 1997 and for the year ended
            December 31, 1997.

*27.8       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-H's
            financial  statements as of December 31, 1997 and for the year ended
            December 31, 1997.

                  All other Exhibits are omitted as inapplicable.

            ----------

            * Filed herewith.


                                      F-80