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

For the fiscal year ended December 31, 2002

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

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

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

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

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

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

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

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



                                      -1-
<PAGE>




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

            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.

      Indicate by check mark whether the Registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Act).

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


                  DOCUMENTS INCORPORATED BY REFERENCE:  None



                                      -2-
<PAGE>



                                    FORM 10-K
                                TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES.................................................9
      ITEM 3.     LEGAL PROCEEDINGS.........................................26
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF
                  LIMITED PARTNERS..........................................27

PART II.....................................................................28
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......28
      ITEM 6.     SELECTED FINANCIAL DATA...................................30
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................39
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................67
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............67
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................67

PART III....................................................................67
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
                  PARTNER...................................................67
      ITEM 11.    EXECUTIVE COMPENSATION....................................68
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT.....................................78
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............80

PART IV.....................................................................81
      ITEM 14.    CONTROLS AND PROCEDURES...................................81
      ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................81

      SIGNATURES............................................................96

      CERTIFICATION.........................................................97




                                      -3-
<PAGE>




                                    PART I.

ITEM 1.  BUSINESS

      General

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

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

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


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

      The General  Partner  currently  serves as general partner of 26 limited
partnerships including the Partnerships.  The General Partner



                                      -4-
<PAGE>



is a wholly-owned  subsidiary of Samson  Investment  Company.  Samson Investment
Company and its various  corporate  subsidiaries,  including the General Partner
(collectively "Samson"), are primarily engaged in the production and development
of and exploration for oil and gas reserves and the acquisition and operation of
producing   properties.   At  December  31,  2002,  Samson  owned  interests  in
approximately 12,000 oil and gas wells located in 18 states of the United States
and the countries of Canada, Venezuela, and Russia. At December 31, 2002, Samson
operated  approximately  3,000  oil and gas  wells  located  in 14 states of the
United States, as well as Canada, Venezuela, and Russia.

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

      As limited partnerships,  the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February  15,  2003,  Samson  employed  approximately  1,100  persons.  No
employees  are  covered by  collective  bargaining  agreements,  and  management
believes  that  Samson  provides a sound  employee  relations  environment.  For
information  regarding the executive officers of the General Partner,  see "Item
10. Directors and Executive Officers of the General Partner."

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

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements")  the  Partnerships  would  have  terminated  on
December 31, 2001. However, the Partnership  Agreements provide that the General
Partner may extend the term of each  Partnership  for up to five  periods of two
years each. The General Partner has extended the terms of the  Partnerships  for
their first two-year  extension  thereby  extending  their  termination  date to
December 31, 2003. As of the date of this Annual Report, the General Partner has
not determined whether to further extend the term of any Partnership.


      Funding

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




                                      -5-
<PAGE>



      Principal Products Produced and Services Rendered

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


      Competition and Marketing

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

      * Worldwide and domestic supplies of oil and natural gas;
      * The  ability  of  the members of the Organization of Petroleum Exporting
        Countries ("OPEC") to agree upon and maintain oil  prices and production
        quotas;
      * Political  instability  or  armed conflict  in oil-producing  regions or
        around major shipping areas;
      * The level of  consumer  demand  and  overall  economic  activity;
      * The competitiveness  of  alternative  fuels;
      * Weather  conditions;
      * The availability of pipelines for  transportation;  and
      * Domestic and foreign government regulations and taxes.

      Recently,  while economic factors have been relatively unfavorable for oil
and natural gas demand, oil prices have benefited from the political uncertainty
associated  with the increase in terrorist  activities in parts of the world. In
the last few years, natural gas prices have varied significantly, from very high
prices in late 2000 and early  2001,  to low prices in late 2001 and early 2002,
to rising prices in the later part of 2002 and early 2003.  The high natural gas
prices were  associated  with cold  winter  weather  and  decreased  supply from
reduced  capital  investment  for  new  drilling,  while  the  low  prices  were
associated  with warm winter  weather and reduced  economic  activity.  The more
recent  increase  in  prices is the  result of  increased  demand  from  weather
patterns, the pricing effect of



                                      -6-
<PAGE>



relatively  high oil  prices,  and  increased  concern  about the ability of the
industry to meet any longer-term  demand  increases based upon current  drilling
activity.

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


      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 2002:

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

   II-A          El Paso Energy Marketing Company
                   ("El Paso")                                    27.7%
                 BP America Production Company                    14.2%
                 Duke Energy Field Services Inc.                  10.9%

   II-B          El Paso                                          33.1%

   II-C          El Paso                                          30.7%

   II-D          El Paso                                          21.6%
                 Whiting Petroleum Corporation                    12.2%

   II-E          El Paso                                          29.4%

   II-F          El Paso                                          17.6%

   II-G          El Paso                                          17.5%

   II-H          El Paso                                          17.4%


      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



                                      -7-
<PAGE>



that alternatives  would be available whereby the Partnerships  would be able to
continue to market their gas.

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


      Oil, Gas, and Environmental Control Regulations

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

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

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

      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.




                                      -8-
<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. In particular, many types of pollution
and  contamination  can exist,  undiscovered,  for long  periods of time and can
result in  substantial  environmental  liabilities  which are not  insured.  The
occurrence  of an event  which is not fully  covered by  insurance  could have a
material adverse effect on the Partnerships'  financial condition and results of
operations.


ITEM 2.           PROPERTIES

      Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 2002.

                               Well Statistics(1)
                             As of December 31, 2002

            Number of Gross Wells(2)       Number of Net Wells(3)
            ------------------------       ----------------------
 P/ship     Total    Oil      Gas          Total    Oil     Gas
 ------     ----     ---      ---          -----   -----   -----
  II-A       980     752       228         39.73   28.29   11.44
  II-B       198     117        81         21.65   14.68    6.97
  II-C       249     103       146          9.15    2.53    6.62
  II-D       190      73       117         18.36    2.33   16.03
  II-E       824     653       171          9.65    3.65    6.00
  II-F       828     669       159          9.17    4.28    4.89
  II-G       828     669       159         22.45   11.09   11.36
  II-H       828     669       159          5.18    2.80    2.38

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




                                      -9-
<PAGE>



      Drilling Activities

      During the year ended  December 31,  2002,  the  Partnerships  directly or
indirectly participated in the drilling activities described below.

II-A Partnership
                                        Working     Revenue
    Well Name          County     St.   Interest    Interest   Type    Status
-----------------     ---------   ---   --------    --------   ----  ---------
Goad #2-21            Grady       OK         -       0.0016     Gas  Producing
Hunnicutt #20-2       Custer      OK         -       0.0013     Gas  Producing
Clifton, Arthur
 GU #4                Limestone   TX         -       0.0007     Gas  Producing
Jo-Mill Unit          Borden      TX      0.0025     0.0022     Oil  Producing
 (10 new wells)


II-B Partnership
                                         Working    Revenue
    Well Name          County     St.   Interest    Interest   Type   Status
-----------------     ---------   ---   --------    --------   ----  ---------
Goad #2-21            Grady       OK        -        0.0065     Gas  Producing


II-C Partnership
                                         Working    Revenue
    Well Name          County     St.   Interest    Interest   Type   Status
-----------------     ---------   ---   --------    --------   ----  ---------
Goad #2-21            Grady       OK        -       0.0010     Gas  Producing
Farni #4-21           Roger       OK        -       0.0031     Gas  Producing
                       Mills
Shugart State         Eddy        NM        -       0.0005     Gas  Producing
 Com 2
Pavillion Fee         Fremont     WY        -       0.0003     Gas  Producing
 #32-09W, Com 2
Pavillion Fee         Fremont     WY        -       0.0003     Gas  Producing
 #42-09W


II-D Partnership
                                         Working    Revenue
    Well Name          County     St.   Interest    Interest   Type   Status
-----------------     ---------   ---   --------    --------   ----  ---------
Davidson #3           Grady       OK         -       0.0107     Gas  Producing
Farni #4-21           Roger       OK         -       0.0036     Gas  Producing
                       Mills
Shugart State         Eddy        NM         -       0.0048     Gas  Producing
 Com 2
Pavillion Fee         Fremont     WY         -       0.0032     Gas  Producing
 #32-09W, Com 2
Pavillion Fee         Fremont     WY         -       0.0032     Gas  Producing
 #42-09W



                                      -10-
<PAGE>



II-E Partnership
                                         Working    Revenue
    Well Name          County     St.   Interest    Interest   Type   Status
-----------------     ---------   ---   --------    --------   ----  ---------
Hixson #2-9           Ellis       OK     0.0065     0.0053     Gas  Producing
Davidson #3           Grady       OK        -       0.0066     Gas  Producing
Brown L-3             Beaver      OK     0.0014     0.0014     Gas  Producing
Brown L-4             Beaver      OK     0.0014     0.0014     Oil  Producing
Frey, Ernest #1       Acadia      LA     0.0578     0.0418     Oil  Well in
                                                                    Progress
Eagle Draw 15 #1      Crockett    TX        -       0.0021     Gas  Producing
Estes, Kay #7         Edwards     TX        -       0.0025     Gas  Producing
Miers, WA #16         Sutton      TX        -       0.0001     Gas  Producing
Hill, Wess #11        Sutton      TX     0.0266     0.0199     Gas  Producing
Duke #1-B             San Juan    NM       (1)       (1)       Gas  Producing
Senter #1-C           San Juan    NM         -      0.0003     Gas  Producing
Southern Union #1-C   San Juan    NM         -      0.0010     Gas  Producing
Southern Union #1-B   San Juan    NM         -      0.0010     Gas  Producing


II-F Partnership
                                         Working    Revenue
    Well Name          County     St.   Interest    Interest   Type   Status
-----------------     ---------   ---   --------    --------   ----  ---------
Hixson #2-9           Ellis       OK     0.0160     0.0130     Gas   Producing
Brown L-3             Beaver      OK     0.0033     0.0033     Gas   Producing
Brown L-4             Beaver      OK     0.0033     0.0033     Oil   Producing
Eagle Draw 15 #1      Crockett    TX       -        0.0051     Gas   Producing
Estes, Kay #7         Edwards     TX       -        0.0062     Gas   Producing
Miers, WA #16         Sutton      TX       -        0.0003     Gas   Producing
Hill, Wess #11        Sutton      TX     0.0649     0.0487     Gas   Producing
Duke #1-B             San Juan    NM      (1)       (1)        Gas   Producing
Senter #1-C           San Juan    NM       -        0.0001     Gas   Producing
Southern Union #1-C   San Juan    NM       -        0.0004     Gas   Producing
Southern Union #1-B   San Juan    NM       -        0.0004     Gas   Producing


II-G Partnership
                                         Working    Revenue
    Well Name          County     St.   Interest    Interest   Type   Status
-----------------     ---------   ---   --------    --------   ----  ---------
Hixson #2-9           Ellis       OK     0.0334     0.0271     Gas   Producing
Brown L-3             Beaver      OK     0.0069     0.0069     Gas   Producing
Brown L-4             Beaver      OK     0.0069     0.0069     Oil   Producing
Eagle Draw 15 #1      Crockett    TX       -        0.0106     Gas   Producing
Estes, Kay #7         Edwards     TX       -        0.0129     Gas   Producing
Miers, WA #16         Sutton      TX       -        0.0007     Gas   Producing
Hill, Wess #11        Sutton      TX     0.1358     0.1018     Gas   Producing
Duke #1-B             San Juan    NM      (1)         (1)      Gas   Producing
Senter #1-C           San Juan    NM       -        0.0004     Gas   Producing
Southern Union #1-C   San Juan    NM       -        0.0013     Gas   Producing
Southern Union #1-B   San Juan    NM       -        0.0013     Gas   Producing




                                      -11-
<PAGE>



II-H Partnership
                                         Working    Revenue
    Well Name          County     St.   Interest    Interest   Type   Status
-----------------     ---------   ---   --------    --------   ----  ---------
Hixson #2-9           Ellis       OK     0.0077     0.0063     Gas   Producing
Brown L-3             Beaver      OK     0.0016     0.0016     Gas   Producing
Brown L-4             Beaver      OK     0.0016     0.0016     Oil   Producing
Eagle Draw 15 #1      Crockett    TX        -       0.0025     Gas   Producing
Estes, Kay #7         Edwards     TX        -       0.0030     Gas   Producing
Miers, WA #16         Sutton      TX        -       0.0002     Gas   Producing
Hill, Wess #11        Sutton      TX     0.0314     0.0236     Gas   Producing
Duke #1-B             San Juan    NM       (1)        (1)      Gas   Producing
Senter #1-C           San Juan    NM        -       0.0001     Gas   Producing
Southern Union #1-C   San Juan    NM        -       0.0005     Gas   Producing
Southern Union #1-B   San Juan    NM        -       0.0005     Gas   Producing

-----------------------------

(1)  The II-E, II-F, II-G, and II-H  Partnerships  elected to not participate in
     the drilling of the Duke #1-B Well located in San Juan County,  New Mexico.
     If the well reaches payout under the terms of its operating agreement,  the
     II-E, II-F, II-G, and II-H Partnerships  will have the following  interests
     in the well:

                                      Working         Revenue
                  Partnership        Interest         Interest
                  -----------        ---------        ---------

                     II-E              .0063            .0047
                     II-F              .0025            .0018
                     II-G              .0082            .0061
                     II-H              .0032            .0024


      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.




                                      -12-
<PAGE>



                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2002           2001           2000
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           64,016         67,519         77,024
   Gas (Mcf)                           821,485        774,153      1,003,723

Oil and gas sales:
   Oil                              $1,499,533     $1,619,453     $2,117,259
   Gas                               2,282,330      3,192,939      3,601,631
                                     ---------      ---------      ---------
     Total                          $3,781,863     $4,812,392     $5,718,890
                                     =========      =========      =========
Total direct operating
   expenses                         $1,516,608     $1,826,037     $1,418,970
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         40.1%          37.9%          24.8%

Average sales price:
   Per barrel of oil                    $23.42         $23.99         $27.49
   Per Mcf of gas                         2.78           4.12           3.59

Direct operating expenses per
   equivalent Bbl of oil                $ 7.55         $ 9.29         $ 5.81





                                      -13-
<PAGE>



                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2002           2001           2000
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           40,616         49,375         52,155
   Gas (Mcf)                           598,159        570,423        707,543

Oil and gas sales:
   Oil                              $  983,366     $1,202,962     $1,431,328
   Gas                               1,629,566      2,474,769      2,506,352
                                     ---------      ---------      ---------
     Total                          $2,612,932     $3,677,731     $3,937,680
                                     =========      =========      =========
Total direct operating
   expenses                         $1,021,964     $1,053,461     $  995,481
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         39.1%          28.6%          25.3%

Average sales price:
   Per barrel of oil                    $24.21         $24.36         $27.44
   Per Mcf of gas                         2.72           4.34           3.54

Direct operating expenses per
   equivalent Bbl of oil                $ 7.28         $ 7.29         $ 5.85




                                      -14-
<PAGE>



                               Net Production Data

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

                                            Year Ended December 31,
                                    ----------------------------------------
                                       2002           2001           2000
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           14,351         14,034         16,424
   Gas (Mcf)                           343,662        302,093        398,166

Oil and gas sales:
   Oil                              $  352,930     $  340,796     $  456,845
   Gas                                 931,491      1,299,602      1,399,195
                                     ---------      ---------      ---------
     Total                          $1,284,421     $1,640,398     $1,856,040
                                     =========      =========      =========
Total direct operating
   expenses                         $  432,068     $  435,859     $  404,470
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         33.6%          26.6%          21.8%

Average sales price:
   Per barrel of oil                    $24.59         $24.28         $27.82
   Per Mcf of gas                         2.71           4.30           3.51

Direct operating expenses per
   equivalent Bbl of oil                $ 6.03         $ 6.77         $ 4.89




                                      -15-
<PAGE>



                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2002           2001           2000
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           31,350         18,970         32,648
   Gas (Mcf)                           795,913        712,930        836,567

Oil and gas sales:
   Oil                              $  728,533     $  432,140     $  909,025
   Gas                               2,128,408      3,149,329      2,848,626
                                     ---------      ---------      ---------
     Total                          $2,856,941     $3,581,469     $3,757,651
                                     =========      =========      =========
Total direct operating
   expenses                         $  886,247     $1,197,090     $  937,311
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         31.0%          33.4%          24.9%

Average sales price:
   Per barrel of oil                    $23.24         $22.78         $27.84
   Per Mcf of gas                         2.67           4.42           3.41

Direct operating expenses per
   equivalent Bbl of oil                $ 5.40         $ 8.69         $ 5.45




                                      -16-
<PAGE>



                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2002           2001           2000
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           23,426         24,064         23,708
   Gas (Mcf)                           488,328        490,127        611,642

Oil and gas sales:
   Oil                              $  566,653     $  585,290     $  693,214
   Gas                               1,387,404      1,975,920      2,067,671
                                     ---------      ---------      ---------
     Total                          $1,954,057     $2,561,210     $2,760,885
                                     =========      =========      =========
Total direct operating
   expenses                         $  528,268     $  818,691     $  579,065
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                        27.0%           32.0%          21.0%

Average sales price:
   Per barrel of oil                   $24.19          $24.32         $29.24
   Per Mcf of gas                        2.84            4.03           3.38

Direct operating expenses per
   equivalent Bbl of oil               $ 5.04          $ 7.74         $ 4.61




                                      -17-
<PAGE>



                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2002           2001           2000
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           27,894         30,965         25,175
   Gas (Mcf)                           451,358        465,214        480,967

Oil and gas sales:
   Oil                              $  663,274     $  743,066     $  708,378
   Gas                               1,236,733      1,744,820      1,604,881
                                     ---------      ---------      ---------
     Total                          $1,900,007     $2,487,886     $2,313,259
                                     =========      =========      =========
Total direct operating
   expenses                         $  421,986     $  503,882     $  412,615
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         22.2%          20.3%          17.8%

Average sales price:
   Per barrel of oil                    $23.78         $24.00         $28.14
   Per Mcf of gas                         2.74           3.75           3.34

Direct operating expenses per
   equivalent Bbl of oil                $ 4.09         $ 4.64         $ 3.92




                                      -18-
<PAGE>



                               Net Production Data

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

                                            Year Ended December 31,
                                    ----------------------------------------
                                       2002           2001           2000
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           58,467         64,898         52,807
   Gas (Mcf)                           959,663        992,099      1,031,148

Oil and gas sales:
   Oil                              $1,389,987     $1,557,522     $1,485,755
   Gas                               2,633,819      3,727,487      3,429,820
                                     ---------      ---------      ---------
     Total                          $4,023,806     $5,285,009     $4,915,575
                                     =========      =========      =========
Total direct operating
   expenses                         $  900,203     $1,075,602     $  885,336
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         22.4%          20.4%          18.0%

Average sales price:
   Per barrel of oil                    $23.77         $24.00         $28.14
   Per Mcf of gas                         2.74           3.76           3.33

Direct operating expenses per
   equivalent Bbl of oil                $ 4.12         $ 4.67         $ 3.94





                                      -19-
<PAGE>



                               Net Production Data

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

                                              Year Ended December 31,
                                     ---------------------------------------
                                       2002           2001           2000
                                     ---------     ----------     ----------
Production:
   Oil (Bbls)                          13,577          15,054         12,297
   Gas (Mcf)                          229,923         237,600        245,490

Oil and gas sales:
   Oil                               $322,666      $  361,412     $  345,882
   Gas                                631,670         896,015        816,404
                                      -------       ---------      ---------
     Total                           $954,336      $1,257,427     $1,162,286
                                      =======       =========      =========
Total direct operating
   expenses                          $217,304      $  260,618     $  213,954
                                      =======       =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                        22.8%           20.7%          18.4%

Average sales price:
   Per barrel of oil                   $23.77          $24.01         $28.13
   Per Mcf of gas                        2.75            3.77           3.33

Direct operating expenses per
   equivalent Bbl of oil               $ 4.19          $ 4.77         $ 4.02


      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,  2002.  The
schedule  of  quantities  of proved oil and gas  reserves  was  prepared  by the
General  Partner in accordance  with the rules  prescribed by the Securities and
Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by
Ryder Scott Company,  L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report,  "proved  reserves" refers to those
estimated  quantities of crude oil, gas, and gas liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years from known oil and gas  reservoirs  under  existing  economic  and
operating conditions.

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



                                      -20-
<PAGE>



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,  2002.   Such  prices  were  not   escalated   except  in  certain
circumstances   where  escalations  were  fixed  and  readily   determinable  in
accordance with applicable contract  provisions.  Oil and gas prices at December
31,  2002 were  higher  than the prices in effect on  December  31,  2001.  This
increase  in  oil  and  gas  prices  has  caused  the   estimates  of  remaining
economically  recoverable  reserves,  as  well  as the  values  placed  on  said
reserves,  at December 31, 2002 to be higher than such  estimates  and values at
December  31,  2001.  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, 2002. There
can be no assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves at December 31, 2002 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.


                     Proved Reserves and Net Present Values
                              From Proved Reserves
                           As of December 31, 2002 (1)

II-A Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   5,817,550
      Oil and liquids (Bbls)                                        517,852
   Net Present Value (discounted at 10% per annum)              $16,955,710

II-B Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   4,443,545
      Oil and liquids (Bbls)                                        359,624
   Net Present Value (discounted at 10% per annum)              $12,055,200



                                      -21-
<PAGE>



II-C Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   3,120,468
      Oil and liquids (Bbls)                                        128,944
   Net Present Value (discounted at 10% per annum)              $ 7,937,807


II-D Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   7,948,973
      Oil and liquids (Bbls)                                        186,724
   Net Present Value (discounted at 10% per annum)              $19,070,679


II-E Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   4,192,406
      Oil and liquids (Bbls)                                        173,164
   Net Present Value (discounted at 10% per annum)              $10,193,402


II-F Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   2,962,281
      Oil and liquids (Bbls)                                        230,274
   Net Present Value (discounted at 10% per annum)              $ 9,141,891


II-G Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   6,369,980
      Oil and liquids (Bbls)                                        483,873
   Net Present Value (discounted at 10% per annum)              $19,484,033


II-H Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   1,553,934
      Oil and liquids (Bbls)                                        113,085
   Net Present Value (discounted at 10% per annum)              $ 4,670,795


----------

(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.



                                      -22-
<PAGE>



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


      Significant Properties

      The   following   table  sets  forth  the  number  and   percent  of  each
Partnership's  total wells which are operated by affiliates of the  Partnerships
as of December 31, 2002:

                                 Operated Wells
                  -----------------------------------------
                  Partnership       Number          Percent
                  -----------       ------          -------
                       II-A           66               6%
                       II-B           39              19%
                       II-C           53              18%
                       II-D           33              14%
                       II-E           39               2%
                       II-F           51               2%
                       II-G           51               2%
                       II-H           51               2%


      The following tables set forth certain well and reserve  information as of
December  31, 2002 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.
Southeast Utah and southwest  Colorado contain the Paradox Basin. The Gulf Coast
Basin is located in southern  Louisiana and southeast  Texas,  while the Permian
Basin  straddles west Texas and southeast New Mexico.  The  Sacramento  Basin is
located in central California.





                                      -23-
<PAGE>
<TABLE>
<CAPTION>
                                     Significant Properties as of December 31, 2002
                                     ----------------------------------------------

                                                                   Wells
                                                                 Operated by
                                                                 Affiliates        Oil          Gas
                        Gross     Net        Other      Total    -----------     Reserves     Reserves       Present
     Basin              Wells     Wells     Wells(1)    Wells    Number   %(2)    (Bbl)        (Mcf)          Value
-----------------       -----     -----     --------    -----    ------   ----   --------    ---------      ----------
<S>                      <C>      <C>          <C>       <C>       <C>     <C>   <C>         <C>           <C>
II-A Partnership:
      Anadarko           115       7.26        53        168       36      21%    39,490     3,313,524     $8,024,809
      Permian            426       2.38         3        429       13       3%   107,033       826,770      2,541,320
      Gulf Coast         262      10.38         1        263        -       -%   111,501       309,281      1,769,395

II-B Partnership:
      Anadarko            37       4.11         5         42       13      31%    19,117     2,110,336     $4,813,715
      Southern Okla.
       Folded Belt        12       2.65         1         13       12      92%    54,639       791,826     $2,237,892
Permian                   15       1.69         -         15       13      87%    29,733       916,677      1,895,536
      Uinta               15       1.51         3         18        -       -%   149,574       292,813      1,513,289

II-C Partnership:
      Anadarko            77       3.58        19         96       19      20%    15,722     1,670,483     $4,092,928
      Southern Okla.
       Folded Belt        15       1.34         1         16       15      94%    23,863       540,785      1,331,258
      Permian             18        .73         2         20       13      65%    13,525       444,908        908,494

II-D Partnership:
      Anadarko            47       5.79        15         62        8      13%    17,932     2,892,632     $6,781,096
      Sacramento          33       5.37         -         33        -       -%      -        1,592,156      4,333,437
      Gulf Coast          14       1.67         3         17       11      65%    67,753       761,712      2,060,793

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

</TABLE>

                                      -24-
<PAGE>

<TABLE>
<CAPTION>
                                     Significant Properties as of December 31, 2002
                                     ----------------------------------------------

                                                                 Wells
                                                               Operated by
                                                               Affiliates         Oil          Gas
                        Gross     Net       Other     Total    -------------    Reserves     Reserves       Present
     Basin              Wells    Wells     Wells(1)   Wells    Number   %(2)     (Bbl)        (Mcf)          Value
-----------------       -----    -----     --------   -----    ------   ----    --------    ---------     ----------
<S>                      <C>      <C>        <C>      <C>        <C>    <C>     <C>         <C>           <C>
II-E Partnership:
      Permian            691      3.48       1,291    1,982       6       -%     84,338     1,348,055     $3,310,389
      Anadarko            42      1.81          23       65      20      31%      3,145     1,372,510      3,070,223
      Southern Okla.
       Folded Belt         1       .17           -        1       1     100%      5,605       806,855      1,845,486
      Gulf Coast          45      2.54           7       52      11      21%     68,954       362,331       1,199,561


II-F Partnership:
      Permian            687      4.78       1,292    1,979       2       -%    204,926     1,103,791     $4,551,521
      Anadarko            48      1.87          22       70      23      33%      6,495     1,415,866      3,443,459
      Southern Okla.
       Folded Belt        23      1.73           3       26      21      81%     11,861       329,799        903,399


II-G Partnership:
      Permian            687     12.55       1,292    1,979       2       -%    428,093     2,302,906     $9,513,347
      Anadarko            48      4.05          22       70      23      33%     13,857     3,013,580      7,315,920
      Southern Okla.
       Folded Belt        23      3.73           3       26      21      81%     26,874       747,456      2,047,002

II-H Partnership:
      Permian            687      2.60       1,292    1,979       2       -%     99,033       534,499     $2,202,042
      Anadarko            48       .87          22       70      23      33%      3,320       719,760      1,743,707
      Southern Okla.
       Folded Belt        23      1.15           3       26      21      81%      7,095       197,688        541,352

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


                                      -25-
<PAGE>


      Following is a description of those oil and gas properties whose revisions
in the estimated  proved  reserves  (based on  equivalent  barrels of oil) as of
December 31, 2002,  as compared to December 31, 2001,  were  significant  to the
Partnerships.

      The II-B Partnership's estimated proved reserves increased 100,848 barrels
of oil  equivalent  in the UPRR 3-6 Well  located  in Summit  County,  Utah from
December 31, 2001 to December 31, 2002.  This  increase was  primarily  due to a
revised forecast in reserves based on actual production experience.

      The II-C Partnership's  estimated proved reserves increased 43,221 barrels
of oil  equivalent  in the UPRR 3-6 Well  located  in Summit  County,  Utah from
December 31, 2001 to December 31, 2002.  This  increase was  primarily  due to a
revised forecast in reserves based on actual production experience.

      The II-D Partnership's estimated proved reserves decreased 198,250 barrels
of oil  equivalent  in the Andy's  Mesa #14 Well  located in San Miguel  County,
Colorado from  December 31, 2001 to December 31, 2002.  This decrease was due to
the sale of this well during 2002.


      Title to Oil and Gas Properties

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

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


ITEM 3.           LEGAL PROCEEDINGS

      A lawsuit  styled Xplor Energy  Operating  Co. v. The Newton Corp, et al.,
Case No.  99-04-01960-CV,  284th Judicial  District Court of Montgomery  County,
Texas was  filed on May 12,  1999.  The  Newton  Corp.  ("Newton")  acquired  an
interest  at  auction  in the  State  87-S1  (the  "Well")  owned  by  the  II-A
Partnership  and two related  partnerships  (collectively  the "Prior  Owners").
Eight months after  Newton's  acquisition  of the Prior  Owners'  interest,  the
operator  of the  Well,  Xplor  Energy  Operating  Co.  ("Xplor"),  plugged  and
abandoned  the Well.  Xplor filed this lawsuit on May 12, 1999 alleging that the
Prior  Owners  were the record  owners of the lease when it expired and that the
Prior Owners were responsible for the costs of plugging and abandoning the Well.
Xplor sought to recover the Prior  Owners'  proportionate  share of the costs to
plug and abandon the well along with  attorneys'  fees and  interest.  The Prior
Owners denied liability and cross-claimed against Newton for



                                      -26-
<PAGE>



indemnity  for any amounts that may be awarded to Xplor.  Newton in turn alleged
that the Prior  Owners were  liable for the  plugging  costs.  Trial was held on
August 6, 2001.  At the  conclusion of the trial the Court awarded Xplor $86,000
plus $200,000 in attorney fees and awarded Newton $300 plus $161,000 in attorney
fees to be divided among the Prior Owners.  On January 15, 2002 the Prior Owners
filed an appeal of the  matter  with the Court of  Appeals,  Fifth  District  of
Texas,  Dallas,  Texas,  Case  No.  05-02-00070-CV.  The  II-A  Partnership  has
approximately  15  percent of the  liability  with  respect  to the trial  court
judgment rendered in the matter.

      On April 23, 2002 the Prior Owners  entered  into a  settlement  agreement
with Xplor  thereby  settling for  $165,000  the judgment in favor of Xplor.  On
January 23, 2003 the Court of Appeals ruled against  Newton on all issues except
the one claim resulting in the $300 liability to the Prior Owners.  The Court of
Appeals  remanded the case to the trial court to  determine  and award to Newton
any portion of the alleged  attorneys' fees awarded to them that is attributable
solely to the $300 award against the Prior  Owners.  The trial court has not yet
made this determination.

      A lawsuit styled Robert W. Scott,  Individually  and as Managing Member of
R.W. Scott Investments,  LLC v. Samson Resources Company, Case No. C-01-385, was
filed in the District Court of Sweetwater County,  Wyoming on June 29, 2001. The
lawsuit seeks class action  certification  and alleges that Samson deducted from
its payments to royalty and overriding royalty owners certain charges which were
improper under the Wyoming royalty payment  statutes.  A number of these royalty
and  overriding  royalty  payments  burdened the  interests of the II-C and II-D
Partnerships.

      In February 2003, in an effort to minimize  potential  exposure created by
the Wyoming statutes and accompanying legal fees, Samson refunded to the royalty
and overriding  royalty  interest owners who were potential class members all of
the amounts which were claimed to be improperly deducted plus statutory interest
thereon.  The applicable  portions of these refunds,  $2,548.31 and  $26,768.96,
respectively,  are being  recouped  from the II-C and II-D  Partnerships  in the
first quarter of 2003.  The lawsuit also alleges that  Samson's  check stubs did
not fully  comply  with the  Wyoming  Royalty  Payment  Act.  Samson  intends to
vigorously defend this claim.

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


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 2002.




                                      -27-
<PAGE>




                                    PART II.

ITEM 5.   MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As of March 1, 2003, the number of Units  outstanding  and the approximate
number of Limited Partners of record in the Partnerships were as follows:

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

               II-A             484,283                3,453
               II-B             361,719                2,181
               II-C             154,621                1,147
               II-D             314,878                2,385
               II-E             228,821                1,802
               II-F             171,400                1,431
               II-G             372,189                2,159
               II-H              91,711                1,027

      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.




                                      -28-
<PAGE>



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

                   2001                            2002                  2003
            --------------------          --------------------           ----
            1st    2nd    3rd   4th       1st   2nd    3rd    4th        1st
P/ship      Qtr.   Qtr.   Qtr.  Qtr.      Qtr.  Qtr.   Qtr.   Qtr.       Qtr.
------      ----   ----   ----  ----      ----  ----   ----   ----       ----

 II-A       $13    $11    $18   $16       $16   $15    $14    $13        $12
 II-B        12     11     17    16        15    15     14     13         12
 II-C        17     15     23    22        21    21     21     19         18
 II-D        18     15     25    23        23    23     30     25         25
 II-E        13     10     17    15        15    15     18     16         15
 II-F        17     14     24    22        20    19     22     21         19
 II-G        16     13     23    21        19    19     22     20         19
 II-H        16     13     23    21        19    19     21     20         18


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


      Cash Distributions

      Cash  distributions  are primarily  dependent  upon a  Partnership's  cash
receipts from the sale of oil and gas  production and cash  requirements  of the
Partnership.  Distributable cash is determined by the General Partner at the end
of each calendar  quarter and distributed to the Limited Partners within 45 days
after the end of the quarter.  Distributions are restricted to cash on hand less
amounts  required  to be  retained  out of such cash as  determined  in 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 2001 and 2002 and the first quarter of 2003.




                                      -29-
<PAGE>



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

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

 II-A        $2.02        $2.02          $2.00         $1.37
 II-B         1.93         1.75           1.95           .78
 II-C         2.55         2.39           2.43          1.49
 II-D         4.20         2.67           2.72          1.32
 II-E         2.14         2.86           2.47          1.35
 II-F         2.53         3.22           3.39          1.95
 II-G         2.47         3.18           3.31          2.10
 II-H         2.46         2.92           3.17          1.80


                                   2002                              2003
             ------------------------------------------------       ------
              1st          2nd            3rd           4th          1st
P/ship        Qtr.         Qtr.           Qtr.          Qtr.         Qtr.
------       ------       ------         ------        ------       ------

 II-A        $ .66        $ .24          $ .93         $ .66        $ .71
 II-B          .60          .14            .52           .75          .59
 II-C          .57          .21            .74          1.74          .70
 II-D          .25          .24            .93          5.04          .66
 II-E          .67           -             .44          1.22         1.02
 II-F         1.57          .68           1.27          1.44         1.86
 II-G         1.63          .68           1.24          1.40         1.81
 II-H         1.44          .53           1.00          1.44         1.71


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."



                                      -30-
<PAGE>

<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                               2002              2001              2000             1999              1998
                           ------------      ------------      ------------     ------------      ------------
<S>                         <C>               <C>               <C>              <C>               <C>
Oil and Gas Sales           $3,781,863        $4,812,392        $5,718,890       $3,762,931        $3,911,823
Net Income:
   Limited Partners          1,457,582         1,583,821         2,697,991        1,421,826         2,863,628
   General Partner             187,523           249,356           373,521           99,132           188,400
   Total                     1,645,105         1,833,177         3,071,512        1,520,958         3,052,028
Limited Partners' Net
   Income per Unit                3.01              3.27              5.57             2.94              5.91

Limited Partners' Cash
   Distributions per
     Unit                         2.49              7.41              5.70             2.62              9.80(1)
Total Assets                 4,165,182         3,841,529         5,753,841        5,700,712         5,530,544
Partners' Capital
   (Deficit):
   Limited Partners          3,811,109         3,559,527         5,561,706        5,622,715         5,469,889
   General Partner         (   241,784)      (   285,152)      (   333,839)     (   380,195)      (   417,336)
Number of Units
   Outstanding                 484,283           484,283           484,283          484,283           484,283

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

</TABLE>

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

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

                              2002              2001              2000              1999              1998
                          ------------      ------------      ------------      ------------      ------------
<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $2,612,932        $3,677,731        $3,937,680        $2,693,717        $2,492,043
Net Income:
   Limited Partners           857,193         1,807,584         1,839,198           937,258         3,160,422
   General Partner            116,853           218,951           163,872            63,070           186,085
   Total                      974,046         2,026,535         2,003,070         1,000,328         3,346,507
Limited Partners' Net
   Income per Unit               2.37              5.00              5.08              2.59              8.74
Limited Partners' Cash
   Distributions per
     Unit                        2.01              6.41              5.76              2.18             11.92(1)
Total Assets                2,810,167         2,621,540         3,176,745         3,374,612         3,185,016
Partners' Capital
   (Deficit):
   Limited Partners         2,826,629         2,701,436         3,212,852         3,456,654         3,309,396
   General Partner        (   264,786)      (   302,054)      (   269,807)      (   290,773)      (   320,234)
Number of Units
   Outstanding                361,719           361,719           361,719           361,719           361,719

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

</TABLE>

                                      -32-
<PAGE>

<TABLE>
<CAPTION>
                                                Selected Financial Data

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

                              2002              2001             2000               1999              1998
                          ------------      ------------     ------------       ------------      ------------
<S>                        <C>               <C>              <C>                <C>               <C>
Oil and Gas Sales          $1,284,421        $1,640,398       $1,856,040         $1,296,468        $1,136,474
Net Income:
   Limited Partners           615,932           842,315          886,994            435,619         1,583,504
   General Partner             77,229           102,759          132,143             65,752            95,091
   Total                      693,161           945,074        1,019,137            501,371         1,678,595
Limited Partners' Net
   Income per Unit               3.98              5.45             5.74               2.82             10.24
Limited Partners' Cash
   Distributions per
     Unit                        3.26              8.86             5.90               2.53             14.73(1)
Total Assets                1,391,833         1,238,646        1,771,934          1,804,785         1,759,734
Partners' Capital
   (Deficit):
   Limited Partners         1,370,453         1,258,521        1,786,206          1,811,212         1,765,593
   General Partner        (    98,831)      (   130,178)     (   105,478)       (   119,145)      (   133,264)
Number of Units
   Outstanding                154,621           154,621          154,621            154,621           154,621

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

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

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

                              2002              2001              2000              1999              1998
                          ------------      ------------      ------------      ------------      ------------
<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $2,856,941        $3,581,469        $3,757,651        $2,598,616        $2,411,051
Net Income:
   Limited Partners         2,391,740         1,608,081         2,287,970           640,655         3,942,172
   General Partner            283,947           209,788           291,859           106,047           225,825
   Total                    2,675,687         1,817,869         2,579,829           746,702         4,167,997
Limited Partners' Net
   Income per Unit               7.60              5.11              7.27              2.03             12.52
Limited Partners' Cash
   Distributions per
     Unit                        6.46             10.91              5.59              2.60             18.09(1)
Total Assets                2,915,283         2,418,532         4,271,202         3,740,589         3,994,909
Partners' Capital
   (Deficit):
   Limited Partners         2,695,740         2,339,000         4,167,919         3,639,949         3,818,294
   General Partner        (    76,044)      (   238,692)      (   180,437)      (   236,260)      (   247,182)
Number of Units
   Outstanding                314,878           314,878           314,878           314,878           314,878

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

</TABLE>

                                      -34-
<PAGE>
<TABLE>
<CAPTION>
                                                 Selected Financial Data

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

                              2002              2001              2000              1999              1998
                          ------------      ------------      ------------      ------------      ------------
<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $1,954,057        $2,561,210        $2,760,885        $1,810,725        $1,704,463
Net Income:
   Limited Partners           892,565         1,085,511         1,504,695           588,127         6,442,294
   General Partner            115,203           149,947           200,766            76,030           356,722
   Total                    1,007,768         1,235,458         1,705,461           664,157         6,799,016
Limited Partners' Net
   Income per Unit               3.90              4.74              6.58              2.57             28.15
Limited Partners' Cash
   Distributions per
     Unit                        2.33              8.82              6.52              3.55             32.21(1)
Total Assets                2,385,354         2,084,248         2,908,582         3,021,570         3,260,952
Partners' Capital
   (Deficit):
   Limited Partners         2,380,767         2,021,202         2,953,691         2,941,996         3,165,869
   General Partner        (   131,864)      (   162,380)      (   133,047)      (   162,586)      (   173,306)
Number of Units
   Outstanding                228,821           228,821           228,821           228,821           228,821

------------------------
(1)  Amount of cash distribution includes proceeds from the settlement of a lawsuit.
</TABLE>
                                      -35-
<PAGE>

<TABLE>
<CAPTION>

                                                Selected Financial Data

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

                              2002              2001              2000              1999              1998
                          ------------      ------------      ------------      ------------      ------------
<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $1,900,007        $2,487,886        $2,313,259        $1,665,336        $1,444,802
Net Income:
   Limited Partners           987,108         1,345,727         1,405,133           615,301         1,088,453
   General Partner            129,511           177,055           175,647            98,196            71,519
   Total                    1,116,619         1,522,782         1,580,780           713,497         1,159,972
Limited Partners' Net
   Income per Unit               5.76              7.85              8.20              3.59              6.35
Limited Partners'
   Cash Distributions
     per Unit                    4.96             11.09              7.49              4.25             12.34
Total Assets                2,153,885         1,970,061         2,513,797         2,393,651         2,473,730
Partners' Capital
   (Deficit):
   Limited Partners         2,155,527         2,017,419         2,573,692         2,451,559         2,565,258
   General Partner        (    95,526)      (   118,848)      (   101,577)      (   112,893)      (   144,763)
Number of Units
   Outstanding                171,400           171,400           171,400           171,400           171,400

</TABLE>

                                      -36-
<PAGE>
<TABLE>
<CAPTION>

                                                Selected Financial Data

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

                              2002              2001              2000              1999              1998
                          ------------      ------------      ------------      ------------      ------------
<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $4,023,806        $5,285,009        $4,915,575        $3,527,599        $3,072,455
Net Income:
   Limited Partners         2,092,430         2,861,002         2,967,172         1,382,389         2,266,451
   General Partner            274,972           376,956           371,389            99,665           150,050
   Total                    2,367,402         3,237,958         3,338,561         1,482,054         2,416,501
Limited Partners' Net
   Income per Unit               5.62              7.69              7.97              3.71              6.09
Limited Partners'
   Cash Distributions
     per Unit                    4.95             11.06              7.47              4.24             11.94
Total Assets                4,606,106         4,259,746         5,385,526         5,174,834         5,325,802
Partners' Capital
   (Deficit):
   Limited Partners         4,501,436         4,251,006         5,504,004         5,317,832         5,512,443
   General Partner        (    97,205)      (   146,206)      (   212,913)      (   266,026)      (   304,885)
Number of Units
   Outstanding                372,189           372,189           372,189           372,189           372,189

</table>

                                      -37-
<PAGE>

<TABLE>
<CAPTION>

                                                Selected Financial Data

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

                              2002              2001              2000              1999              1998
                          ------------      ------------      ------------      ------------      ------------
<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $  954,336        $1,257,427        $1,162,286        $  836,927        $  733,613
Net Income:
   Limited Partners           474,052           660,235           722,427           319,698           532,166
   General Partner             62,658            87,334            56,035            23,260            35,089
   Total                      536,710           747,569           778,462           342,958           567,255
Limited Partners' Net
   Income per Unit               5.17              7.20              7.88              3.49              5.80
Limited Partners' Cash
   Distributions per
     Unit                        4.41             10.35              7.25              4.06             11.26
Total Assets                1,086,200           992,829         1,278,287         1,215,782         1,255,229
Partners' Capital
   (Deficit):
   Limited Partners         1,090,801         1,021,749         1,311,514         1,254,087         1,306,389
   General Partner        (    53,547)      (    65,089)      (    54,632)      (    66,614)      (    75,631)
Number of Units
   Outstanding                 91,711            91,711            91,711            91,711            91,711

</TABLE>

                                      -38-
<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  primary  source of
liquidity  and  Partnership  cash  distributions  comes  from  the net  revenues
generated from the sale of oil and gas produced from the  Partnerships'  oil and
gas  properties.  The level of net revenues is highly  dependent upon the prices
received  for oil and gas  sales,  which  prices  have  historically  been  very
volatile  and may  continue  to be so.  Additionally,  lower oil and natural gas
prices  may reduce the  amount of oil and gas that is  economic  to produce  and
reduce the  Partnerships'  revenues and cash flow.  Various  factors  beyond the
Partnerships' control will affect prices for oil and natural gas, such as:




                                      -39-
<PAGE>




      * Worldwide and domestic supplies of oil and natural gas;
      * The ability of the members of the Organization of Petroleum
        Exporting  Countries ("OPEC") to agree upon and  maintain  oil prices
        and production quotas;
      * Political instability or armed conflict in oil-producing  regions or
        around major shipping areas;
      * The level of  consumer  demand  and  overall  economic  activity;
      * The competitiveness  of  alternative  fuels;
      * Weather  conditions;
      * The availability of pipelines for  transportation;  and
      * Domestic and foreign government regulations and taxes.

      Recently,  while economic factors have been relatively unfavorable for oil
and natural gas demand, oil prices have benefited from the political uncertainty
associated  with the increase in terrorist  activities in parts of the world. In
the last few years, natural gas prices have varied significantly, from very high
prices in late 2000 and early  2001,  to low prices in late 2001 and early 2002,
to rising prices in the later part of 2002 and early 2003.  The high natural gas
prices were  associated  with cold  winter  weather  and  decreased  supply from
reduced  capital  investment  for  new  drilling,  while  the  low  prices  were
associated  with warm winter  weather and reduced  economic  activity.  The more
recent  increase  in  prices is the  result of  increased  demand  from  weather
patterns,  the  pricing  effect of  relatively  high oil prices,  and  increased
concern  about  the  ability  of the  industry  to meet any  longer-term  demand
increases based upon current drilling activity.

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

      In addition to pricing, the level of net revenues is also highly dependent
upon the total  volumes of oil and natural gas sold.  Oil and gas  reserves  are
depleting  assets and will  experience  production  declines over time,  thereby
likely  resulting  in  reduced  net  revenues.  Despite  this  general  trend of
declining production,  several factors can cause the volumes of oil and gas sold
to  increase  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



                                      -40-
<PAGE>



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, 2002 as compared to the year ended  December  31, 2001 and for the
year ended December 31, 2001 as compared to the year ended December 31, 2000.


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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                     --------------------------------------

      Total oil and gas sales decreased  $1,030,529  (21.4%) in 2002 as compared
to 2001. Of this decrease, approximately $1,106,000 was related to a decrease in
the  average  price of gas  sold,  which  decrease  was  partially  offset by an
increase  of  approximately  $195,000  related to an  increase in volumes of gas
sold.  Volumes of oil sold decreased  3,503  barrels,  while volumes of gas sold
increased 47,332 Mcf in 2002 as compared to 2001. The increase in volumes of gas
sold was primarily due to (i) a negative  prior period gas balancing  adjustment
on one  significant  well  during 2001 and (ii) an  increase  in  production  on
another significant well due to the successful workover of that well during late
2001 and early 2002. These increases were partially offset by normal declines in
production.  Average oil and gas prices decreased to $23.42 per barrel and $2.78
per Mcf,  respectively,  in 2002  from  $23.99  per  barrel  and  $4.12 per Mcf,
respectively, in 2001.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-A
Partnership  sold certain oil and gas  properties  during 2002 and  recognized a
$193,272 gain on such sales. Sales of oil and



                                      -41-
<PAGE>



gas properties during 2001 resulted in the II-A Partnership  recognizing similar
gains of $137,823.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $309,429 (16.9%) in 2002 as compared to 2001. This
decrease was  primarily due to (i) workover  expenses  incurred on several wells
during 2001, (ii) positive prior period lease operating expense adjustments made
by the  operator on several  wells  during  2001,  and (iii) a partial  reversal
during 2002 of approximately $22,000 (due to a partial post-judgment settlement)
of a charge  previously  accrued for a judgment.  These decreases were partially
offset by  workover  expenses  incurred  on  several  wells  during  2002.  As a
percentage of oil and gas sales,  these expenses increased to 40.1% in 2002 from
37.9% in 2001.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $511,014  (66.2%) in 2002 as  compared  to 2001.  This  decrease  was
primarily due to (i) two  significant  wells being fully depleted in 2001 due to
the  lack  of  remaining  economically  recoverable  reserves  and  (ii)  upward
revisions in the  estimates  of  remaining  oil and gas reserves at December 31,
2002.  As a percentage of oil and gas sales,  this expense  decreased to 6.9% in
2002 from 16.1% in 2001.  This  percentage  decrease  was  primarily  due to the
dollar decrease in depreciation, depletion, and amortization.

      General and  administrative  expenses  increased  $6,689 (1.2%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 14.7% in 2002 from 11.4% in 2001. This percentage  increase was primarily due
to the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2002 totaling $55,555,357 or 114.72% of Limited Partners' capital contributions.


                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                    --------------------------------------

      Total oil and gas sales decreased  $906,498 (15.9%) in 2001 as compared to
2000. Of this decrease,  approximately $261,000 and $824,000, respectively, were
related to decreases in volumes of oil and gas sold and  approximately  $236,000
was related to a decrease in the average price of oil sold. These decreases were
partially offset by an increase of approximately $415,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold  decreased  9,505
barrels and 229,570 Mcf, respectively, in 2001 as compared to 2000. The decrease
in volumes of oil sold was primarily due to normal  declines in production.  The
decrease in volumes of gas sold was primarily



                                      -42-
<PAGE>



due to (i) a negative prior period gas balancing  adjustment on one  significant
well during 2001,  (ii) a positive  prior period volume  adjustment  made by the
purchaser on another  significant well during 2000, and (iii) normal declines in
production.  Average  oil  prices  decreased  to $23.99  per barrel in 2001 from
$27.49 per barrel in 2000. Average gas prices increased to $4.12 per Mcf in 2001
from $3.59 per Mcf in 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $407,067 (28.7%) in 2001 as compared to 2000. This
increase was primarily due to (i) a charge of approximately  $74,000 accrued for
payment of a  judgment  related  to  plugging  liabilities,  which  judgment  is
currently under appeal,  (ii) workover expenses incurred on several wells during
2001, and (iii) positive prior period lease operating  expense  adjustments made
by the  operators  on several  other wells  during 2001.  These  increases  were
partially offset by a decrease in lease operating  expenses  associated with the
decreases in volumes of oil and gas sold.  As a percentage of oil and gas sales,
these expenses  increased to 37.9% in 2001 from 24.8% in 2000.  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.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $13,241  (1.7%)  in 2001 as  compared  to  2000.  This  decrease  was
primarily due to the decreases in volumes of oil and gas sold. This decrease was
partially  offset by two  significant  wells being fully depleted in 2001 due to
the lack of remaining economically  recoverable reserves. As a percentage of oil
and gas sales,  this expense increased to 16.1% in 2001 from 13.7% in 2000. This
percentage  increase was  primarily  due to the decrease in the average price of
oil sold.

      General and  administrative  expenses  decreased $23,520 (4.1%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 11.4% in 2001 from 10.0% in 2000. This percentage  increase was primarily due
to the decrease in oil and gas sales.


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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                     --------------------------------------

      Total oil and gas sales decreased  $1,064,799  (29.0%) in 2002 as compared
to 2001. Of this decrease,  approximately (i) $966,000 was related to a decrease
in the average  price of gas sold and (ii) $213,000 was related to a decrease in
volumes of oil sold. These decreases were partially offset by an increase



                                      -43-
<PAGE>



of approximately $120,000 related to an increase in volumes of gas sold. Volumes
of oil sold decreased 8,759 barrels,  while volumes of gas sold increased 27,736
Mcf in 2002 as  compared  to  2001.  The  decrease  in  volumes  of oil sold was
primarily  due to (i) normal  declines in production  and (ii) a positive  prior
period volume  adjustment  made by the operator on one  significant  well during
2001.  Average oil and gas prices  decreased  to $24.21 per barrel and $2.72 per
Mcf,  respectively,   in  2002  from  $24.36  per  barrel  and  $4.34  per  Mcf,
respectively, in 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $31,497 (3.0%) in 2002 as compared to 2001.  This
decrease was primarily due to (i) a decrease in production taxes associated with
the decrease in oil and gas sales,  (ii) positive  prior period lease  operating
expense adjustments made by the operator on several wells during 2001, and (iii)
workover  expenses  incurred on several wells during 2001.  These decreases were
partially  offset by workover  expenses  incurred on several  other wells during
2002. As a percentage of oil and gas sales, these expenses increased to 39.1% in
2002 from 28.6% in 2001.  This  percentage  increase  was  primarily  due to the
decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $17,552  (8.7%)  in 2002 as  compared  to  2001.  This  increase  was
primarily due to one  significant  well being fully  depleted in 2002 due to the
lack of remaining economically recoverable reserves. This increase was partially
offset by upward revisions in the estimates of remaining oil and gas reserves at
December 31, 2002. As a percentage of oil and gas sales,  this expense increased
to 8.4% in 2002 from 5.5% in 2001. This percentage increase was primarily due to
the decreases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $5,269 (1.3%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 16.1% in 2002 from 11.3% in 2001. This percentage  increase was primarily due
to the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2002 totaling $40,056,916 or 110.74% of Limited Partners' capital contributions.


                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                      --------------------------------------

      Total oil and gas sales  decreased  $259,949 (6.6%) in 2001 as compared to
2000. Of this decrease,  approximately $76,000 and $486,000,  respectively, were
related to decreases in volumes of oil and gas sold and  approximately  $152,000
was related to a decrease in the average price of oil sold. These decreases were



                                      -44-
<PAGE>



partially offset by an increase of approximately $454,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold  decreased  2,780
barrels and 137,120 Mcf, respectively, in 2001 as compared to 2000. The decrease
in volumes of oil sold was primarily due to (i) the sale of several wells during
mid 2000 and (ii) normal declines in production.  These decreases were partially
offset by (i) the successful completion of three new wells during early 2001 and
(ii) a positive  prior  period  volume  adjustment  made by the  operator on one
significant  well during 2001. The decrease in volumes of gas sold was primarily
due to (i) the  shutting-in  of two  significant  wells  during 2001 in order to
perform repairs and  maintenance,  (ii) the  shutting-in of another  significant
well  during  2001  due to low well  pressure,  and  (iii)  normal  declines  in
production.  Average  oil  prices  decreased  to $24.36  per barrel in 2001 from
$27.44 per barrel in 2000. Average gas prices increased to $4.34 per Mcf in 2001
from $3.54 per Mcf in 2000.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-B
Partnership  sold certain oil and gas  properties  during 2001 and  recognized a
$1,187 gain on such sales.  Sales of oil and gas properties during 2000 resulted
in the II-B Partnership recognizing similar gains of $248,993.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $57,980 (5.8%) in 2001 as compared to 2000.  This
increase was primarily due to (i) positive prior period lease operating  expense
adjustments made by the operators on several wells during 2001 and (ii) workover
expenses  incurred on several wells during 2001.  These increases were partially
offset  by (i) a  decrease  in  lease  operating  expenses  associated  with the
decreases  in  volumes  of oil and gas sold and (ii) the sale of  several  wells
during mid 2000. As a percentage of oil and gas sales,  these expenses increased
to 28.6% in 2001 from 25.3% in 2000. This percentage  increase was primarily due
to the decrease in the average price of oil sold and the dollar  increase in oil
and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $586,555  (74.4%) in 2001 as  compared  to 2000.  This  decrease  was
primarily due to (i) one  significant  well being fully  depleted in 2000 due to
the lack of remaining  economically  recoverable reserves and (ii) the decreases
in  volumes of oil and gas sold.  As a  percentage  of oil and gas  sales,  this
expense  decreased to 5.5% in 2001 from 20.0% in 2000. This percentage  decrease
was  primarily  due to the  dollar  decrease  in  depreciation,  depletion,  and
amortization.

      General and  administrative  expenses  decreased $13,831 (3.2%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 11.3% in 2001 from 10.9% in 2000.




                                      -45-
<PAGE>




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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                      --------------------------------------

      Total oil and gas sales decreased  $355,977 (21.7%) in 2002 as compared to
2001. Of this decrease,  approximately $547,000 was related to a decrease in the
average price of gas sold, which decrease was partially offset by an increase of
approximately $179,000 related to an increase in volumes of gas sold. Volumes of
oil and gas sold increased 317 barrels and 41,569 Mcf, respectively,  in 2002 as
compared to 2001.  The increase in volumes of gas sold was  primarily due to (i)
negative prior period gas balancing  adjustments on two significant wells during
2001,  (ii)  an  increase  in  production  on one  significant  well  due to the
successful  workover of that well  during late 2001 and early 2002,  and (iii) a
positive  prior  period  volume  adjustment  made by the  purchaser  on  another
significant well during 2002.  Average oil prices increased to $24.59 per barrel
in 2002 from $24.28 per barrel in 2001.  Average gas prices  decreased  to $2.71
per Mcf in 2002 from $4.30 per Mcf in 2001.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-C
Partnership  sold certain oil and gas  properties  during 2002 and  recognized a
$120,063  gain on such  sales.  Sales  of oil and  gas  properties  during  2001
resulted in the II-C Partnership recognizing similar gains of $21,996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) remained  relatively  constant in 2002 as compared to 2001. A
decrease in production  taxes  associated with the decrease in oil and gas sales
was substantially  offset by workover expenses incurred on two significant wells
during 2002. As a percentage of oil and gas sales,  these expenses  increased to
33.6% in 2002 from 26.6% in 2001. This percentage  increase was primarily due to
the decrease in the average price of gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $14,715  (14.1%)  in 2002 as  compared  to 2001.  This  decrease  was
primarily  due to upward  revisions in the  estimates  of remaining  oil and gas
reserves at  December  31,  2002.  This  decrease  was  partially  offset by the
increases in volumes of oil and gas sold.  As a percentage of oil and gas sales,
this expense increased to 7.0% in 2002 from 6.4% in 2001.

      General and  administrative  expenses  increased  $2,651 (1.4%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 14.9% in 2002 from 11.5% in 2001. This percentage  increase was primarily due
to the decrease in oil and gas sales.



                                      -46-
<PAGE>



      The Limited Partners have received cash distributions through December 31,
2002 totaling $18,677,686 or 120.80% of Limited Partners' capital contributions.


                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total oil and gas sales decreased  $215,642 (11.6%) in 2001 as compared to
2000. Of this decrease,  approximately $66,000 and $338,000,  respectively, were
related to  decreases in volumes of oil and gas sold and  approximately  $50,000
was related to a decrease in the average price of oil sold. These decreases were
partially offset by an increase of approximately $238,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold  decreased  2,390
barrels and 96,073 Mcf, respectively,  in 2001 as compared to 2000. The decrease
in volumes of oil sold was primarily due to (i) the sale of several wells during
mid 2000 and (ii) normal declines in production.  The decrease in volumes of gas
sold  was  primarily  due to  (i)  negative  gas  balancing  adjustments  on two
significant  wells during 2001,  (ii) a positive prior period volume  adjustment
made by the purchaser on another  significant well during 2000, and (iii) normal
declines in  production.  Average oil prices  decreased  to $24.28 per barrel in
2001 from $27.82 per barrel in 2000.  Average gas prices  increased to $4.30 per
Mcf in 2001 from $3.51 per Mcf in 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $31,389  (7.8%) in 2001 as compared to 2000. As a
percentage of oil and gas sales,  these expenses increased to 26.6% in 2001 from
21.8% in 2000. This percentage increase was primarily due to the decrease in the
average  price of oil sold and the  dollar  increase  of oil and gas  production
expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $246,416  (70.3%) in 2001 as  compared  to 2000.  This  decrease  was
primarily due to (i) one  significant  well being fully depleted during 2000 due
to the  lack  of  remaining  economically  recoverable  reserves  and  (ii)  the
decreases in volumes of oil and gas sold.  As a percentage of oil and gas sales,
this  expense  decreased  to 6.4% in 2001 from  18.9% in 2000.  This  percentage
decrease was primarily due to the dollar  decrease in  depreciation,  depletion,
and amortization.

      General and  administrative  expenses  increased  $2,951 (1.6%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 11.5% in 2001 from 10.0% in 2000. This percentage  increase was primarily due
to the decrease in oil and gas sales.



                                      -47-
<PAGE>



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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                    --------------------------------------

      Total oil and gas sales decreased  $724,528 (20.2%) in 2002 as compared to
2001. Of this  decrease,  approximately  $1,387,000 was related to a decrease in
the average price of gas sold.  This decrease was partially  offset by increases
of approximately  $282,000 and $367,000,  respectively,  related to increases in
volumes  of oil and gas  sold.  Volumes  of oil and gas  sold  increased  12,380
barrels and 82,983 Mcf, respectively,  in 2002 as compared to 2001. The increase
in volumes of oil sold was primarily due to the  successful  completion of a new
well during late 2001.  The increase in volumes of gas sold was primarily due to
(i) negative  prior period gas balancing  adjustments on two  significant  wells
during 2001,  (ii) the successful  completion of two new wells during late 2001,
and  (iii)  an  increase  in  production  on  one  significant  well  due to the
successful  workover  of that  well  during  late  2001.  These  increases  were
partially  offset  by (i)  normal  declines  in  production  and  (ii)  the II-D
Partnership  receiving a reduced percentage of sales on another significant well
during  2002  due to gas  balancing.  As of the  date  of  this  Annual  Report,
management  does not expect the gas  balancing  adjustment  to continue  for the
foreseeable  future.  Average oil prices  increased to $23.24 per barrel in 2002
from $22.78 per barrel in 2001. Average gas prices decreased to $2.67 per Mcf in
2002 from $4.42 per Mcf in 2001.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-D
Partnership  sold certain oil and gas  properties  during 2002 and  recognized a
$1,256,405  gain on such  sales.  Sales of oil and gas  properties  during  2001
resulted in the II-D Partnership recognizing similar gains of $112,686.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $310,843 (26.0%) in 2002 as compared to 2001. This
decrease was  primarily due to (i) workover  expenses  incurred on several wells
during 2001, (ii) a one-time  litigation expense and settlement payment incurred
in  connection  with a  plugged  well  during  2001,  and  (iii) a  decrease  in
production  taxes  associated  with the  decrease  in oil and gas  sales.  These
decreases  were  partially  offset by an  increase in lease  operating  expenses
associated with the increases in volumes of oil and gas sold. As a percentage of
oil and gas sales, these expenses decreased to 31.0% in 2002 from 33.4% in 2001.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $159,295  (46.2%) in 2002 as  compared  to 2001.  This  decrease  was
primarily due to (i) one significant well being



                                      -48-
<PAGE>



fully  depleted in 2001 due to the lack of  remaining  economically  recoverable
reserves  and (ii) upward  revisions in the  estimates of remaining  oil and gas
reserves at December 31, 2002.  These  decreases  were  partially  offset by the
increases in volumes of oil and gas sold.  As a percentage of oil and gas sales,
this  expense  decreased  to 6.5% in 2002  from  9.6% in 2001.  This  percentage
decrease was primarily due to the dollar  decrease in  depreciation,  depletion,
and amortization.

      General and  administrative  expenses  increased  $4,371 (1.2%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 12.9% in 2002 from 10.2% in 2001.  This  percentage  was primarily due to the
decreased in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2002 totaling $39,336,903 or 124.93% of Limited Partners' capital contributions.

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total oil and gas sales  decreased  $176,182 (4.7%) in 2001 as compared to
2000. Of this decrease,  approximately $381,000 and $421,000, respectively, were
related to  decreases in volumes of oil and gas sold and  approximately  $96,000
was related to a decrease in the average price of oil sold. These decreases were
partially offset by an increase of approximately $722,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold decreased  13,678
barrels and 123,637 Mcf, respectively, in 2001 as compared to 2000. The decrease
in volumes of oil sold was primarily due to (i) the sale of several wells during
2000  and (ii)  the  shutting-in  of one  significant  well in order to  perform
repairs  during 2001.  The decrease in volumes of gas sold was  primarily due to
(i) negative gas balancing  adjustments  on two  significant  wells during 2001,
(ii) the shutting-in of two other  significant wells in order to perform repairs
during 2001,  and (iii) normal  declines in  production.  These  decreases  were
partially  offset by (i) the  successful  completion  of a new well  during late
2000,  (ii) negative prior period volume  adjustments on two  significant  wells
during 2000, and (iii) the II-D Partnership receiving an increased percentage of
sales on another  significant  well during 2001 due to gas balancing.  As of the
date of this Annual Report,  management expects the gas balancing  adjustment to
continue for the  foreseeable  future,  thereby  continuing  to contribute to an
increase in volumes of gas produced for the II-D Partnership. Average oil prices
decreased  to $22.78 per barrel in 2001 from $27.84 per barrel in 2000.  Average
gas prices increased to $4.42 per Mcf in 2001 from $3.41 per Mcf in 2000.



                                      -49-
<PAGE>



      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-D
Partnership  sold certain oil and gas  properties  during 2001 and  recognized a
$112,686  gain on such  sales.  Sales  of oil and  gas  properties  during  2000
resulted in the II-D Partnership recognizing similar gains of $514,114.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $259,779 (27.7%) in 2001 as compared to 2000. This
increase was  primarily due to (i) workover  expenses  incurred on several wells
during 2001, (ii) a one-time  litigation expense and settlement payment incurred
in  connection  with a plugged  well,  and (iii) a negative  prior  period lease
operating expense adjustment made by the operator on one significant well during
2000. These increases were partially offset by (i) a positive prior period lease
operating expense adjustment made by the operator on one significant well during
2000,  (ii) a negative prior period lease operating  expense  adjustment made by
the operator on another  significant  well during 2001,  and (iii) a decrease in
lease operating expenses associated with the decreases in volumes of oil and gas
sold. As a percentage of oil and gas sales, these expenses increased to 33.4% in
2001 from 24.9% in 2000.  This  percentage  increase  was  primarily  due to the
dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $70,064  (16.9%)  in 2001 as  compared  to 2000.  This  decrease  was
primarily due to (i) one  significant  well being fully  depleted in 2000 due to
the lack of remaining  economically  recoverable reserves and (ii) the decreases
in volumes of oil and gas sold.  These  decreases were  partially  offset by one
significant  well  being  fully  depleted  in 2001 due to the lack of  remaining
economically  recoverable  reserves.  As a percentage of oil and gas sales, this
expense  decreased to 9.6% in 2001 from 11.0% in 2000. This percentage  decrease
was  primarily  due to the  increase  in the  average  price of gas sold and the
dollar decrease in depreciation, depletion, and amortization.

      General and  administrative  expenses  decreased  $9,667 (2.6%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 10.2% in 2001 from 10.0% in 2000.


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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                     --------------------------------------

      Total oil and gas sales decreased  $607,153  (23.7%) in 2002 as compared
to 2001.  Of this decrease, approximately $581,000 was



                                      -50-
<PAGE>



related to a decrease in the average  price of gas sold.  Volumes of oil and gas
sold decreased 638 barrels and 1,799 Mcf, respectively,  for 2002 as compared to
2001.  The decrease in volumes of oil sold was primarily due to a positive prior
period volume  adjustment made by the purchaser on one  significant  well during
2001.  The  decrease  in  volumes  of gas  sold  was  primarily  due to the II-E
Partnership  receiving a reduced  percentage  of sales on one  significant  well
during 2002 due to gas balancing.  This decrease was  substantially  offset by a
positive  prior  period  volume  adjustment  made by the  purchaser  on  another
significant  well during 2002. As of the date of this Annual Report,  management
does not expect the gas  balancing  adjustment  to continue for the  foreseeable
future.  Average oil and gas prices decreased to $24.19 per barrel and $2.84 per
Mcf,  respectively,   in  2002  from  $24.32  per  barrel  and  $4.03  per  Mcf,
respectively, in 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $290,423 (35.5%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a one-time  litigation  expense and settlement
payment  incurred in connection  with a plugged well during 2001,  (ii) workover
expenses  incurred  on  several  wells  during  2001,  and (iii) a  decrease  in
production  taxes  associated  with  the  decrease  in oil and gas  sales.  As a
percentage of oil and gas sales,  these expenses decreased to 27.0% in 2002 from
32.0% in 2001. This percentage decrease was primarily due to the dollar decrease
in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $149,405  (47.9%) in 2002 as  compared  to 2001.  This  decrease  was
primarily  due to upward  revisions in the  estimates  of remaining  oil and gas
reserves  at December  31,  2002.  As a  percentage  of oil and gas sales,  this
expense  decreased to 8.3% in 2002 from 12.2% in 2001. This percentage  decrease
was  primarily  due to the  dollar  decrease  in  depreciation,  depletion,  and
amortization.

      General and  administrative  expenses  increased  $5,299 (1.9%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 14.2% in 2002 from 10.7% in 2001. This percentage  increase was primarily due
to the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2002 totaling $27,327,574 or 119.43% of Limited Partners' capital contributions.




                                      -51-
<PAGE>




                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total oil and gas sales  decreased  $199,675 (7.2%) in 2001 as compared to
2000.  Of this  decrease,  approximately  $411,000  was related to a decrease in
volumes of gas sold and approximately  $118,000 was related to a decrease in the
average price of oil sold.  These decreases were partially offset by an increase
of  approximately  $319,000  related to an increase in the average  price of gas
sold.  Volumes of oil sold  increased  356  barrels,  while  volumes of gas sold
decreased  121,515 Mcf in 2001 as compared to 2000.  The  increase in volumes of
oil sold was primarily due to (i) a positive prior period volume adjustment made
by the purchaser on one  significant  well during 2001 and (ii) a negative prior
period volume adjustment made by the operator on another significant well during
2000.  These increases were partially  offset by (i) the sale of one significant
well during mid 2000 and (ii) normal  declines in  production.  The  decrease in
volumes of gas sold was primarily due to (i) normal declines in production, (ii)
the II-E Partnership  receiving a reduced percentage of sales on two significant
wells during 2001 due to gas balancing, and (iii) a positive prior period volume
adjustment made by the purchaser on another  significant well during 2000. As of
the date of this Annual Report, management expects the gas balancing adjustments
to continue for the foreseeable  future,  thereby  continuing to contribute to a
decrease  in volumes  of gas sold by the II-E  Partnership.  Average  oil prices
decreased  to $24.32 per barrel in 2001 from $29.24 per barrel in 2000.  Average
gas prices increased to $4.03 per Mcf in 2001 from $3.38 per Mcf in 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $239,626 (41.4%) in 2001 as compared to 2000. This
increase was primarily due to (i) a one-time  litigation  expense and settlement
payment  incurred in connection  with a plugged well and (ii) workover  expenses
incurred on several wells during 2001.  These increases were partially offset by
(i) a positive  prior  period lease  operating  expense  adjustment  made by the
operator on one  significant  well during 2000 and (ii) a negative  prior period
lease operating expense  adjustment made by the operator on another  significant
well during 2001. As a percentage of oil and gas sales, these expenses increased
to 32.0% in 2001 from 21.0% in 2000. This percentage  increase was primarily due
to the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $49,746  (13.7%)  in 2001 as  compared  to 2000.  This  decrease  was
primarily due to (i) one  significant  well being fully  depleted in 2000 due to
the lack of remaining economically recoverable reserves and (ii) the decrease in
volumes of gas sold. These decreases were partially offset by downward revisions
in the



                                      -52-
<PAGE>



estimates of remaining oil reserves at December 31, 2001. As a percentage of oil
and gas sales, this expense decreased to 12.2% in 2001 from 13.1% in 2000.

      General and administrative  expenses remained  relatively constant in 2001
as  compared  to 2000.  As a  percentage  of oil and gas sales,  these  expenses
increased to 10.7% in 2001 from 9.9% in 2000.


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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                     --------------------------------------

      Total oil and gas sales decreased  $587,879 (23.6%) in 2002 as compared to
2001. Of this decrease,  approximately (i) $456,000 was related to a decrease in
the  average  price of gas sold and (ii)  $74,000  was  related to a decrease in
volumes of oil sold.  Volumes of oil and gas sold  decreased  3,071  barrels and
13,856 Mcf,  respectively,  in 2002 as compared to 2001. The decrease in volumes
of oil sold was  primarily due to (i) positive  prior period volume  adjustments
made by the  purchasers  on two  significant  wells  during 2001 and (ii) normal
declines  in  production.  Average  oil and gas prices  decreased  to $23.78 per
barrel and $2.74 per Mcf, respectively, in 2002 from $24.00 per barrel and $3.75
per Mcf, respectively, in 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $81,896 (16.3%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a decrease in production taxes associated with
the decrease in oil and gas sales and (ii) workover expenses incurred on several
wells  during  2001.  As a  percentage  of oil and  gas  sales,  these  expenses
increased to 22.2% in 2002 from 20.3% in 2001.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $90,794  (31.1%)  in 2002 as  compared  to 2001.  This  decrease  was
primarily due to (i) several  wells being fully  depleted in 2001 due to lack of
remaining economically recoverable reserves and (ii) the decreases in volumes of
oil and gas sold. As a percentage of oil and gas sales,  this expense  decreased
to 10.6% in 2002 from 11.7% in 2001.

      General and  administrative  expenses  increased  $4,531 (2.2%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 11.2% in 2002 from 8.4% in 2001. This  percentage  increase was primarily due
to the decrease in oil and gas sales.




                                      -53-
<PAGE>



      The Limited Partners have received cash distributions through December 31,
2002 totaling $21,791,051 or 127.14% of Limited Partners' capital contributions.


                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total oil and gas sales  increased  $174,627 (7.5%) in 2001 as compared to
2000. Of this increase, approximately (i) $193,000 was related to an increase in
the average  price of gas sold and (ii)  $163,000  was related to an increase in
volumes of oil sold.  These  increases  were  partially  offset by  decreases of
approximately  (i)  $128,000  related to a decrease in the average  price of oil
sold and (ii) $53,000  related to a decrease in volumes of gas sold.  Volumes of
oil sold increased 5,790 barrels, while volumes of gas sold decreased 15,753 Mcf
in 2001 as compared to 2000.  The increase in volumes of oil sold was  primarily
due to (i) positive  prior period volume  adjustments  made by the purchasers on
two  significant  wells  during  2001  and  (ii)  increased  production  on  one
significant  well due to the  successful  workover of that well during mid 2001.
Average oil prices decreased to $24.00 per barrel in 2001 from $28.14 per barrel
in 2000.  Average gas prices  increased  to $3.75 per Mcf in 2001 from $3.34 per
Mcf in 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $91,267 (22.1%) in 2001 as compared to 2000. This
increase was  primarily due to (i) workover  expenses  incurred on several wells
during  2001  and (ii) an  increase  in  production  taxes  associated  with the
increase  in oil and gas sales.  As a  percentage  of oil and gas  sales,  these
expenses increased to 20.3% in 2001 from 17.8% in 2000. This percentage increase
was primarily due to the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $78,598  (36.8%)  in 2001 as  compared  to 2000.  This  increase  was
primarily due to several  wells being fully  depleted in 2001 due to the lack of
remaining economically  recoverable reserves. This increase was partially offset
by upward  revisions in the  estimates of remaining gas reserves at December 31,
2001. As a percentage of oil and gas sales,  this expense  increased to 11.7% in
2001 from 9.2% in 2000. This percentage increase was primarily due to the dollar
increase in depreciation, depletion, and amortization.

      General and  administrative  expenses  increased  $4,377 (2.1%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses decreased
to 8.4% in 2001 from 8.8% in 2000.




                                      -54-
<PAGE>




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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                     --------------------------------------

      Total oil and gas sales decreased  $1,261,203  (23.9%) in 2002 as compared
to 2001. Of this decrease,  approximately (i) $972,000 was related to a decrease
in the average  price of gas sold and (ii) $154,000 was related to a decrease in
volumes of oil sold.  Volumes of oil and gas sold  decreased  6,431  barrels and
32,436 Mcf,  respectively,  in 2002 as compared to 2001. The decrease in volumes
of oil sold was  primarily due to (i) positive  prior period volume  adjustments
made by the  purchasers  on two  significant  wells  during 2001 and (ii) normal
declines  in  production.  Average  oil and gas prices  decreased  to $23.77 per
barrel and $2.74 per Mcf, respectively, in 2002 from $24.00 per barrel and $3.76
per Mcf, respectively, in 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $175,399 (16.3%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a decrease in production taxes associated with
the decrease in oil and gas sales and (ii) workover expenses incurred on several
wells  during  2001.  As a  percentage  of oil and  gas  sales,  these  expenses
increased to 22.4% in 2002 from 20.4% in 2001.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $195,864  (31.2%) in 2002 as  compared  to 2001.  This  decrease  was
primarily due to (i) several  wells being fully  depleted in 2001 due to lack of
remaining economically recoverable reserves and (ii) the decreases in volumes of
oil and gas sold. As a percentage of oil and gas sales,  this expense  decreased
to 10.7% in 2002 from 11.9% in 2001. This percentage  decrease was primarily due
to the dollar decrease in depreciation, depletion, and amortization.

      General and  administrative  expenses  increased  $6,917 (1.6%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 10.8% in 2002 from 8.1% in 2001. This  percentage  increase was primarily due
to the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2002 totaling $45,419,371 or 122.03% of Limited Partners' capital contributions.




                                      -55-
<PAGE>




                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total oil and gas sales  increased  $369,434 (7.5%) in 2001 as compared to
2000. Of this increase, approximately (i) $427,000 was related to an increase in
the average  price of gas sold and (ii)  $340,000  was related to an increase in
volumes of oil sold.  These  increases  were  partially  offset by  decreases of
approximately  (i)  $268,000  related to a decrease in the average  price of oil
sold and (ii) $130,000 related to a decrease in volumes of gas sold.  Volumes of
oil sold increased  12,091 barrels,  while volumes of gas sold decreased  39,049
Mcf in 2001 as  compared  to  2000.  The  increase  in  volumes  of oil sold was
primarily  due to (i)  positive  prior  period  volume  adjustments  made by the
purchasers on two significant wells during 2001 and (ii) increased production on
one  significant  well due to the  successful  workover  of that well during mid
2001.  Average oil prices decreased to $24.00 per barrel in 2001 from $28.14 per
barrel in 2000. Average gas prices increased to $3.76 per Mcf in 2001 from $3.33
per Mcf in 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $190,266 (21.5%) in 2001 as compared to 2000. This
increase was  primarily due to (i) workover  expenses  incurred on several wells
during  2001  and (ii) an  increase  in  production  taxes  associated  with the
increase  in oil and gas sales.  As a  percentage  of oil and gas  sales,  these
expenses increased to 20.4% in 2001 from 18.0% in 2000. This percentage increase
was primarily due to the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $170,164  (37.2%) in 2001 as  compared  to 2000.  This  increase  was
primarily due to several  wells being fully  depleted in 2001 due to the lack of
remaining economically  recoverable reserves. This increase was partially offset
by upward  revisions in the  estimates of remaining gas reserves at December 31,
2001. As a percentage of oil and gas sales,  this expense  increased to 11.9% in
2001 from 9.3% in 2000. This percentage increase was primarily due to the dollar
increase in depreciation, depletion, and amortization.

      General and  administrative  expenses  decreased $11,745 (2.7%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses decreased
to 8.1% in 2001 from 9.0% in 2000. This percentage decrease was primarily due to
the increase in oil and gas sales.




                                      -56-
<PAGE>




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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                     --------------------------------------

      Total oil and gas sales decreased  $303,091 (24.1%) in 2002 as compared to
2001. Of this decrease,  approximately (i) $235,000 was related to a decrease in
the  average  price of gas sold and (ii)  $35,000  was  related to a decrease in
volumes of oil sold.  Volumes of oil and gas sold  decreased  1,477  barrels and
7,677 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes of
oil sold was primarily due to (i) positive prior period volume  adjustments made
by the purchasers on two significant  wells during 2001 and (ii) normal declines
in  production.  Average oil and gas prices  decreased  to $23.77 per barrel and
$2.75 per Mcf,  respectively,  in 2002 from $24.01 per barrel and $3.77 per Mcf,
respectively, in 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $43,314 (16.6%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a decrease in production taxes associated with
the decrease in oil and gas sales and (ii) workover expenses incurred on several
wells  during  2001.  As a  percentage  of oil and  gas  sales,  these  expenses
increased  to 22.8% in 2002 from 20.7% in 2001.  This  percentage  increase  was
primarily due to the decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $46,729  (31.6%)  in 2002 as  compared  to 2001.  This  decrease  was
primarily due to (i) several  wells being fully  depleted in 2001 due to lack of
remaining economically recoverable reserves and (ii) the decreases in volumes of
oil and gas sold. As a percentage of oil and gas sales,  this expense  decreased
to 10.6% in 2002 from 11.8% in 2001. This percentage  decrease was primarily due
to the dollar decrease in depreciation, depletion, and amortization.

      General and  administrative  expenses  increased  $3,588 (3.0%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 13.1% in 2002 from 9.6% in 2001. This  percentage  increase was primarily due
to the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2002 totaling $10,564,364 or 115.19% of Limited Partners' capital contributions.




                                      -57-
<PAGE>




                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total oil and gas sales  increased  $95,141  (8.2%) in 2001 as compared to
2000. Of this increase, approximately (i) $106,000 was related to an increase in
the  average  price of gas sold and (ii)  $77,000  was related to an increase in
volumes of oil sold.  These  increases  were  partially  offset by  decreases of
approximately (i) $62,000 related to a decrease in the average price of oil sold
and (ii)  $26,000  related to a decrease in volumes of gas sold.  Volumes of oil
sold increased  2,757 barrels,  while volumes of gas sold decreased 7,890 Mcf in
2001 as compared to 2000.  The increase in volumes of oil sold was primarily due
to (i) positive  prior period volume  adjustments  made by the purchasers on two
significant  wells during 2001 and (ii) increased  production on one significant
well due to the  successful  workover of that well during mid 2001.  Average oil
prices  decreased  to $24.01 per barrel in 2001 from  $28.13 per barrel in 2000.
Average  gas  prices  increased  to $3.77 per Mcf in 2001 from  $3.33 per Mcf in
2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $46,664 (21.8%) in 2001 as compared to 2000. This
increase was  primarily due to (i) workover  expenses  incurred on several wells
during  2001  and (ii) an  increase  in  production  taxes  associated  with the
increase  in oil and gas sales.  As a  percentage  of oil and gas  sales,  these
expenses increased to 20.7% in 2001 from 18.4% in 2000. This percentage increase
was primarily due to the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $40,727  (38.0%)  in 2001 as  compared  to 2000.  This  increase  was
primarily due to several  wells being fully  depleted in 2001 due to the lack of
remaining economically  recoverable reserves. This increase was partially offset
by upward  revisions in the  estimates of remaining gas reserves at December 31,
2001. As a percentage of oil and gas sales,  this expense  increased to 11.8% in
2001 from 9.2% in 2000. This percentage increase was primarily due to the dollar
increase in depreciation, depletion, and amortization.

      General and  administrative  expenses  increased $10,787 (9.8%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 9.6% in 2001 from 9.5% in 2000.



                                      -58-
<PAGE>




      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 2002,  2001, and 2000.  These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.



                                      -59-
<PAGE>




                              2002 Compared to 2001
                              ---------------------

                              Average Sales Prices
----------------------------------------------------------------------------
P/ship               2002                    2001              % Change
------         ----------------        ----------------        -----------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil      Gas
               -------    -------      -------    -------      ----     ---

 II-A          $23.42      $2.78       $23.99      $4.12       (2%)    (33%)
 II-B           24.21       2.72        24.36       4.34       (1%)    (37%)
 II-C           24.59       2.71        24.28       4.30        1%     (37%)
 II-D           23.24       2.67        22.78       4.42        2%     (40%)
 II-E           24.19       2.84        24.32       4.03       (1%)    (30%)
 II-F           23.78       2.74        24.00       3.75       (1%)    (27%)
 II-G           23.77       2.74        24.00       3.76       (1%)    (27%)
 II-H           23.77       2.75        24.01       3.77       (1%)    (27%)

                               Production Volumes
----------------------------------------------------------------------------
P/ship              2002                      2001               % Change
------       -----------------         -----------------       ------------
               Oil         Gas           Oil        Gas          Oil     Gas
             (Bbls)       (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
             ------      -------       ------     -------      ------   -----

 II-A        64,016      821,485       67,519     774,153      ( 5%)      6%
 II-B        40,616      598,159       49,375     570,423      (18%)      5%
 II-C        14,351      343,662       14,034     302,093        2%      14%
 II-D        31,350      795,913       18,970     712,930       65%      12%
 II-E        23,426      488,328       24,064     490,127      ( 3%)      -
 II-F        27,894      451,358       30,965     465,214      (10%)    ( 3%)
 II-G        58,467      959,663       64,898     992,099      (10%)    ( 3%)
 II-H        13,577      229,923       15,054     237,600      (10%)    ( 3%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                    -------------------------------------
                    P/ship     2002     2001     % Change
                    ------    -----    -----     --------

                     II-A     $7.55    $9.29       (19%)
                     II-B      7.28     7.29         -
                     II-C      6.03     6.77       (11%)
                     II-D      5.40     8.69       (37%)
                     II-E      5.04     7.74       (34%)
                     II-F      4.09     4.64       (12%)
                     II-G      4.12     4.67       (12%)
                     II-H      4.19     4.77       (12%)




                                      -60-
<PAGE>




                              2001 Compared to 2000
                              ---------------------

                              Average Sales Prices
--------------------------------------------------------------------------
P/ship               2001                    2000              % Change
------         ------------------      ----------------       -----------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil     Gas
               -------    -------      -------    -------     -----    ---

 II-A          $23.99      $4.12       $27.49      $3.59      (13%)    15%
 II-B           24.36       4.34        27.44       3.54      (11%)    23%
 II-C           24.28       4.30        27.82       3.51      (13%)    23%
 II-D           22.78       4.42        27.84       3.41      (18%)    30%
 II-E           24.32       4.03        29.24       3.38      (17%)    19%
 II-F           24.00       3.75        28.14       3.34      (15%)    12%
 II-G           24.00       3.76        28.14       3.33      (15%)    13%
 II-H           24.01       3.77        28.13       3.33      (15%)    13%

                               Production Volumes
-----------------------------------------------------------------------------
P/ship              2001                      2000               % Change
------       -----------------         ------------------      --------------
               Oil         Gas           Oil        Gas          Oil     Gas
             (Bbls)       (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
             ------      -------       ------    ---------     ------   -----

 II-A        67,519      774,153       77,024    1,003,723      (12%)   (23%)
 II-B        49,375      570,423       52,155      707,543      ( 5%)   (19%)
 II-C        14,034      302,093       16,424      398,166      (15%)   (24%)
 II-D        18,970      712,930       32,648      836,567      (42%)   (15%)
 II-E        24,064      490,127       23,708      611,642        2%    (20%)
 II-F        30,965      465,214       25,175      480,967       23%    ( 3%)
 II-G        64,898      992,099       52,807    1,031,148       23%    ( 4%)
 II-H        15,054      237,600       12,297      245,490       22%    ( 3%)


                            Average Production Costs
                          per Equivalent Barrel of Oil
                    -------------------------------------
                    P/ship     2001     2000     % Change
                    ------    -----    -----     --------

                     II-A     $9.29    $5.81        60%
                     II-B      7.29     5.85        25%
                     II-C      6.77     4.89        38%
                     II-D      8.69     5.45        59%
                     II-E      7.74     4.61        68%
                     II-F      4.64     3.92        18%
                     II-G      4.67     3.94        19%
                     II-H      4.77     4.02        19%




                                      -61-
<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, where methods are employed to permit more efficient recovery
of  reserves,  or  where  identified   developmental  drilling  or  recompletion
opportunities  are pursued,  thereby  resulting in a positive  economic  impact.
Assuming  2002  production  levels for future  years,  the  Partnerships  proved
reserve  quantities  at  December  31, 2002 would have the  following  remaining
lives:

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

                     II-A               7.1              8.1
                     II-B               7.4              8.9
                     II-C               9.1              9.0
                     II-D              10.0              6.0
                     II-E               8.6              7.4
                     II-F               6.6              8.3
                     II-G               6.6              8.3
                     II-H               6.8              8.3

These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.  Any  increase or decrease in the oil and gas prices at December  31,
2002 may cause an increase or decrease in the estimated life of said reserves.

      The   Partnerships'   available   capital   from  the  Limited   Partners'
subscriptions  has been spent on oil and gas  properties  and there should be no
further material capital  resource  commitments in the future.  The Partnerships
have no debt  commitments.  Cash for  operational  purposes  will be provided by
current oil and gas  production.  During 2002,  2001, and 2000 the  Partnerships
expended  no  capital  on oil and gas  acquisition  or  exploration  activities.
However,  during those years the Partnerships  expended the following amounts on
oil  and  gas  development   activities,   primarily  well   recompletions   and
developmental drilling:




                                      -62-
<PAGE>




      Partnership               2002              2001              2000
      -----------             --------          --------          -------

          II-A                $137,449          $149,585          $83,625
          II-B                  14,939           492,951           67,336
          II-C                   9,993            82,009           27,273
          II-D                 116,640           169,317           46,036
          II-E                 198,005            51,785           15,129
          II-F                  93,456           118,663           29,757
          II-G                 197,745           254,554           62,230
          II-H                  46,750            61,632           14,394

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

      The  Partnerships  sold certain oil and gas properties  during 2002, 2001,
and 2000.  The sale of the  Partnerships'  properties  were made by the  General
Partner after giving due  consideration  to both the offer price and the General
Partner's  estimate  of the  property's  remaining  proved  reserves  and future
operating  costs.  Net  proceeds  from  the  sale of any  such  properties  were
distributed  to  the  Partnerships  and  included  in  the  calculation  of  the
Partnerships'  cash  distributions  for the quarter  immediately  following  the
Partnerships' receipt of the proceeds. The amount of such proceeds from the sale
of oil and gas properties during 2002, 2001, and 2000, were as follows:

         Partnership          2002              2001             2000
         -----------       ----------        --------         ---------

            II-A           $  348,092        $  7,285         $ 99,721
            II-B               32,406           1,187           257,751
            II-C              122,540          21,996           113,746
            II-D            1,266,240         112,686           723,535
            II-E               22,188          61,553           171,330
            II-F               55,052          24,684            92,073
            II-G              115,148          52,882           193,656
            II-H               26,642          12,783            45,271

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

      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



                                      -63-
<PAGE>



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 will decline as a result of a reduction
of the Partnerships' reserve base.

      The Partnerships  would have terminated on December 31, 2001 in accordance
with the Partnership  Agreements.  However,  the Partnership  Agreements provide
that the General Partner may extend the term of each  Partnership for up to five
periods of two years each.  The General  Partner has  extended  the terms of the
Partnerships  for  their  first  two-year   extension  thereby  extending  their
termination date to December 31, 2003. As of the date of this Annual Report, the
General  Partner has not  determined  whether to further  extend the term of any
Partnership.


      Critical Accounting Policies

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

      Depletion of the cost of producing oil and gas properties, amortization of
related intangible  drilling and development costs, and depreciation of tangible
lease and well  equipment are computed on the  units-of-production  method.  The
Partnerships' calculation of depreciation,  depletion, and amortization includes
estimated  dismantlement and abandonment costs, net of estimated salvage values.
When complete units of depreciable  property are retired or sold, the asset cost
and  related  accumulated  depreciation  are  eliminated  with  any gain or loss
reflected in income. When less than complete units of depreciable property



                                      -64-
<PAGE>



are retired or sold, the proceeds are credited to oil and gas properties.

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their  proved oil and gas  properties  for each oil and gas field  (rather  than
separately  for  each  well).  If the  unamortized  costs  of all  oil  and  gas
properties  within a field  exceed the expected  undiscounted  future cash flows
from such properties,  the cost of the properties is written down to fair value,
which  is  determined  by  using  the  discounted  future  cash  flows  from the
properties. The risk that the Partnerships will be required to record impairment
provisions in the future increases as oil and gas prices decrease.

      The  Deferred  Charge on the  Balance  Sheets  included in Item 15 of this
Annual Report represents costs deferred for lease operating expenses incurred in
connection  with  the  Partnerships'   underproduced  gas  imbalance  positions.
Conversely, the Accrued Liability represents charges accrued for lease operating
expenses  incurred  in  connection  with  the  Partnerships'   overproduced  gas
imbalance  positions.  The rates used in  calculating  the  Deferred  Charge and
Accrued Liability are the annual average production cost per Mcf.

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


      New Accounting Pronouncements

      Below is a brief  description of Financial  Accounting  Standards  ("FAS")
recently issued by the Financial  Accounting  Standards Board ("FASB") which may
have an impact on the



                                      -65-
<PAGE>



Partnerships' future results of operations and financial position.

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived  assets (mainly plugging and abandonment  costs for the Partnerships'
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  estimates that adopting this statement
will result in an increase in  capitalized  cost of oil and gas  properties,  an
increase  in net income for the  cumulative  effect of the change in  accounting
principle,  and  the  recognition  of an  asset  retirement  obligation  in  the
following approximate amounts for each Partnership:

                   Change in         Increase in
                  Capitalized       Net Income for
                  Cost of Oil       the Change in          Asset
                    and Gas           Accounting        Retirement
Partnership        Properties         Principle         Obligation
-----------       ------------      --------------      ----------

   II-A             $423,000         $137,000            $286,000
   II-B              306,000           98,000             208,000
   II-C              102,000           34,000              68,000
   II-D              278,000           95,000             183,000
   II-E              153,000           58,000              95,000
   II-F              150,000           54,000              96,000
   II-G              322,000          114,000             208,000
   II-H               77,000           26,000              51,000

The asset  retirement  obligation will be adjusted upwards each quarter in order
to recognize accretion of the time-related discount factor.

      In  August  2001,  the  FASB  issued  FAS  No.  144,  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets",  which is effective  for fiscal
years beginning after December 15,  2001(January 1, 2002 for the  Partnerships).
This  statement  supersedes  FAS  No.  121  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships,  are essentially the same as
FAS No.  121 and thus did not have a  significant  effect  on the  Partnerships'
financial condition or results of operations.

      In  November  2002,  the  FASB  issued  FASB  Interpretation  45 (FIN  45)
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantee  of  Indebtedness  of  Others."  FIN 45  requires  that upon
issuance of a guarantee,  the guarantor  must recognize a liability for the fair
value of the



                                      -66-
<PAGE>



obligation it assumes under that  guarantee.  The  disclosure  requirements  are
effective for financial  statements of both interim and annual periods which end
after  December  15,  2002.  The  Partnerships  are  not  guarantors  under  any
guarantees and thus this interpretation is not expected to have an effect on the
Partnerships' financial position or results of operations.


      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
2002. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."


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

      The Partnerships do not hold any market risk sensitive instruments.


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial  statements  and  supplementary  data are indexed in Item 15
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.




                                      -67-
<PAGE>



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

      Dennis R. Neill        51     President and Director

      Judy K. Fox            52     Secretary

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

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

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


      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 2002 of reports required under Section 16 of the Securities  Exchange Act
of 1934.


ITEM 11.    EXECUTIVE COMPENSATION

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



                                      -68-
<PAGE>



as general or administrative  expense.  When actual costs incurred benefit other
Partnerships   and  affiliates,   the  allocation  of  costs  is  based  on  the
relationship  of the  Partnerships'  reserves to the total reserves owned by all
Partnerships and affiliates.  The amount of general and  administrative  expense
allocated to the General  Partner and its  affiliates  which was charged to each
Partnership  during  2002,  2001,  and 2000,  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        2002         2001          2000
            -----------      --------     --------      --------

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

      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals  to the  Partnerships'  activities  based on the  allocation  method
described above. The following tables indicate the approximate amount of general
and  administrative  expense  reimbursement  attributable to the salaries of the
directors,  officers,  and employees of the General  Partner and its  affiliates
during 2002, 2001, and 2000:



                                      -69-
<PAGE>
<TABLE>
<CAPTION>

                                                 Salary Reimbursements

                                                    II-A Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2002

                                                                         Long Term Compensation
                                                                  ----------------------------------
                                   Annual Compensation                   Awards              Payouts
                                -----------------------------     -----------------------    -------
                                                                                  Securi-
                                                       Other                       ties                   All
     Name                                              Annual     Restricted      Under-                 Other
      and                                             Compen-       Stock         lying       LTIP      Compen-
   Principal                     Salary    Bonus      sation       Award(s)      Options/    Payouts    sation
   Position             Year      ($)       ($)         ($)          ($)          SARs(#)      ($)        ($)
----------------        ----    --------   -----      -------     ----------     --------    -------    -------
<S>                     <C>     <C>          <C>         <C>          <C>           <C>         <C>        <C>
Dennis R. Neill,
President(1)            2000       -         -           -            -             -           -          -
                        2001       -         -           -            -             -           -          -
                        2002       -         -           -            -             -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2000    $302,550     -           -            -             -           -          -
                        2001    $283,025     -           -            -             -           -          -
                        2002    $272,218     -           -            -             -           -          -

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

                                      -70-
<PAGE>

<TABLE>
<CAPTION>

                                                  Salary Reimbursements

                                                    II-B Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2002

                                                                             Long Term Compensation
                                                                     ------------------------------------
                                    Annual Compensation                      Awards              Payouts
                                 -------------------------------     -----------------------     --------
                                                                                     Securi-
                                                          Other                       ties                      All
     Name                                                 Annual     Restricted      Under-                    Other
      and                                                Compen-       Stock         lying         LTIP       Compen-
   Principal                      Salary      Bonus      sation       Award(s)      Options/      Payouts     sation
   Position             Year       ($)         ($)         ($)          ($)          SARs(#)        ($)         ($)
----------------        ----     --------     -----      -------     ----------     --------      -------     -------
<S>                     <C>         <C>         <C>         <C>          <C>           <C>           <C>         <C>
Dennis R. Neill,
President(1)            2000        -           -           -            -             -             -           -
                        2001        -           -           -            -             -             -           -
                        2002        -           -           -            -             -             -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2000     $225,981       -           -            -             -             -           -
                        2001     $211,398       -           -            -             -             -           -
                        2002     $203,326       -           -            -             -             -           -

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

</TABLE>


                                      -71-
<PAGE>
<TABLE>
<CAPTION>
                                                  Salary Reimbursements

                                                    II-C Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2002

                                                                            Long Term Compensation
                                                                    -----------------------------------
                                    Annual Compensation                      Awards             Payouts
                                 -------------------------          ------------------------    -------
                                                                                    Securi-
                                                          Other                      ties                     All
     Name                                                 Annual    Restricted      Under-                   Other
      and                                                Compen-      Stock         lying        LTIP       Compen-
   Principal                      Salary      Bonus      sation      Award(s)      Options/     Payouts     sation
   Position             Year       ($)         ($)         ($)         ($)          SARs(#)       ($)         ($)
----------------        ----     --------     -----      -------    ----------     --------     -------     -------
<S>                     <C>      <C>            <C>         <C>         <C>            <C>         <C>         <C>
Dennis R. Neill,
President(1)            2000        -           -           -           -              -           -           -
                        2001        -           -           -           -              -           -           -
                        2002        -           -           -           -              -           -           -


All Executive
Officers,
Directors,
and Employees
as a group(2)           2000     $96,596        -           -           -              -           -           -
                        2001     $90,362        -           -           -              -           -           -
                        2002     $86,912        -           -           -              -           -           -
----------
(1)   The general and administrative  expenses paid by the II-C Partnership and attributable to salary reimbursements do
      not include any salary or other compensation attributable to Mr. Neill.
(2)   No officer or director of Geodyne or its affiliates  provides  full-time  services to the II-C  Partnership and no
      individual's  salary or other compensation  reimbursement from the II-C Partnership equals or exceeds $100,000 per
      annum.

</TABLE>


                                      -72-
<PAGE>
<TABLE>
<CAPTION>
                                                  Salary Reimbursements

                                                    II-D Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2002

                                                                            Long Term Compensation
                                                                     ----------------------------------
                                       Annual Compensation                    Awards            Payouts
                                 -------------------------------     ------------------------   -------
                                                                                     Securi-
                                                          Other                       ties                    All
     Name                                                 Annual     Restricted      Under-                  Other
      and                                                Compen-       Stock         lying       LTIP       Compen-
   Principal                      Salary      Bonus      sation       Award(s)      Options/    Payouts     sation
   Position             Year       ($)         ($)         ($)          ($)          SARs(#)      ($)         ($)
----------------        ----     --------     -----      -------     ----------     --------    -------     -------
<S>                     <C>      <C>            <C>         <C>           <C>           <C>        <C>         <C>
Dennis R. Neill,
President(1)            2000        -           -           -             -             -          -           -
                        2001        -           -           -             -             -          -           -
                        2002        -           -           -             -             -          -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2000     $196,717       -           -             -             -          -           -
                        2001     $184,022       -           -             -             -          -           -
                        2002     $176,995       -           -             -             -          -           -

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

</TABLE>

                                      -73-
<PAGE>

<TABLE>
<CAPTION>
                                                  Salary Reimbursements

                                                    II-E Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2002

                                                                             Long Term Compensation
                                                                    -------------------------------------
                                      Annual Compensation                    Awards               Payouts
                                 ------------------------------     -----------------------       -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                      Salary     Bonus      sation       Award(s)      Options/     Payouts     sation
   Position             Year       ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
----------------        ----     --------    -----      -------     ----------     --------     -------     -------
<S>                     <C>         <C>        <C>        <C>           <C>            <C>         <C>         <C>
Dennis R. Neill,
President(1)            2000        -          -          -             -              -           -           -
                        2001        -          -          -             -              -           -           -
                        2002        -          -          -             -              -           -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2000     $142,953      -          -             -              -           -           -
                        2001     $133,728      -          -             -              -           -           -
                        2002     $128,621      -          -             -              -           -           -

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


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

                                                    II-F Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2002

                                                                            Long Term Compensation
                                                                     ----------------------------------
                                       Annual Compensation                    Awards            Payouts
                                 -------------------------------     ------------------------   -------
                                                                                     Securi-
                                                          Other                       ties                    All
     Name                                                 Annual     Restricted      Under-                  Other
      and                                                Compen-       Stock         lying       LTIP       Compen-
   Principal                      Salary      Bonus      sation       Award(s)      Options/    Payouts     sation
   Position             Year       ($)         ($)         ($)          ($)          SARs(#)      ($)         ($)
----------------        ----     --------     -----      -------     ----------     --------    -------     -------
<S>                     <C>         <C>         <C>        <C>            <C>           <C>        <C>         <C>
Dennis R. Neill,
President(1)            2000        -           -          -              -             -          -           -
                        2001        -           -          -              -             -          -           -
                        2002        -           -          -              -             -          -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2000     $107,079       -          -              -             -          -           -
                        2001     $100,169       -          -              -             -          -           -
                        2002     $ 96,344       -          -              -             -          -           -
----------
(1)   The general and administrative  expenses paid by the II-F Partnership and attributable to salary reimbursements do
      not include any salary or other compensation attributable to Mr. Neill.
(2)   No officer or director of Geodyne or its affiliates  provides  full-time  services to the II-F  Partnership and no
      individual's  salary or other compensation  reimbursement from the II-F Partnership equals or exceeds $100,000 per
      annum.
</TABLE>

                                      -75-
<PAGE>


<TABLE>
<CAPTION>
                                                  Salary Reimbursements

                                                    II-G Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2002

                                                                        Long Term Compensation
                                                                  -----------------------------------
                                   Annual Compensation                     Awards             Payouts
                                -----------------------------     ----------------------      -------
                                                                                 Securi-
                                                       Other                      ties                        All
     Name                                              Annual     Restricted     Under-                      Other
      and                                             Compen-       Stock        lying           LTIP       Compen-
   Principal                     Salary     Bonus     sation       Award(s)     Options/        Payouts     sation
   Position             Year      ($)        ($)        ($)          ($)         SARs(#)          ($)         ($)
----------------        ----    --------    -----     -------     ----------    --------        -------     -------
<S>                     <C>        <C>        <C>        <C>           <C>          <C>            <C>         <C>
Dennis R. Neill,
President(1)            2000       -          -          -             -            -              -           -
                        2001       -          -          -             -            -              -           -
                        2002       -          -          -             -            -              -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2000    $232,519      -          -             -            -              -           -
                        2001    $217,514      -          -             -            -              -           -
                        2002    $209,208      -          -             -            -              -           -

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

                                      -76-
<PAGE>

<TABLE>
<CAPTION>

                                                  Salary Reimbursements
                                                    II-H Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2002

                                                                          Long Term Compensation
                                                                  ------------------------------------
                                      Annual Compensation                 Awards               Payouts
                                -------------------------------   -------------------------    -------
                                                                                   Securi-
                                                         Other                      ties                      All
     Name                                                Annual   Restricted       Under-                    Other
      and                                               Compen-     Stock          lying         LTIP       Compen-
   Principal                     Salary      Bonus      sation     Award(s)       Options/      Payouts     sation
   Position             Year      ($)         ($)         ($)        ($)           SARs(#)        ($)         ($)
----------------        ----    --------     -----      -------   ----------      --------      -------     -------
<S>                     <C>        <C>         <C>         <C>        <C>             <C>          <C>         <C>
Dennis R. Neill,
President(1)            2000       -           -           -          -               -            -           -
                        2001       -           -           -          -               -            -           -
                        2002       -           -           -          -               -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2000    $57,296        -           -          -               -            -           -
                        2001    $53,599        -           -          -               -            -           -
                        2002    $51,552        -           -          -               -            -           -

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

</TABLE>

                                      -77-
<PAGE>




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

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


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the  Units as of March 1,  2003 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                            126,260 (26.1%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and                           126,260 (26.1%)
      the General Partner (4 persons)

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

   Samson Resources Company                             89,168 (24.7%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   89,168 (24.7%)



                                      -78-
<PAGE>




II-C Partnership:
----------------
   Samson Resources Company                             47,214 (30.5%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   47,214 (30.5%)

II-D Partnership:
----------------
   Samson Resources Company                             82,470 (26.2%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   82,470 (26.2%)

II-E Partnership:
----------------
   Samson Resources Company                             67,729 (29.6%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   67,729 (29.6%)

II-F Partnership:
----------------
   Samson Resources Company                             42,459 (24.8%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   42,459 (24.8%)

II-G Partnership:
----------------
   Samson Resources Company                             73,247 (19.7%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   73,247 (19.7%)

II-H Partnership:
----------------
   Samson Resources Company                             26,388 (28.8%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   26,388 (28.8%)



                                      -79-
<PAGE>




ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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





                                      -80-
<PAGE>




                                    PART IV.


ITEM 14.    CONTROLS AND PROCEDURES

      Within  the 90 days  prior to the date of this  report,  the  Partnerships
carried out an evaluation  under the supervision and with the  participation  of
the Partnerships' management,  including their chief executive officer and chief
financial  officer,  of the  effectiveness  of the design and  operation  of the
Partnerships'  disclosure controls and procedures pursuant to Rule 13a-14 of the
Securities  Exchange Act of 1934. Based upon that evaluation,  the Partnerships'
chief  executive   officer  and  chief  financial  officer  concluded  that  the
Partnerships'  disclosure  controls  and  procedures  are  effective  in  timely
alerting them to material information  relating to the Partnerships  required to
be included in the Partnerships'  periodic filings with the SEC. There have been
no  significant  changes  in the  Partnerships'  internal  controls  or in other
factors which could  significantly  affect the  Partnerships'  internal controls
subsequent to the date the Partnerships carried out this evaluation.


ITEM 15.    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, 2002 and 2001 and for each of the three years in
            the period ended December 31, 2002 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




                                      -81-
<PAGE>



      (2)   Financial Statement Schedules:

            None.

      (3)   Exhibits:

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

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

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

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

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

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

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

 4.7     Second  Amendment  to Amended  and  Restated  Certificate  of Limited
         Partnership dated July 1, 1996, for the Geodyne



                                      -82-
<PAGE>



         Energy Income Limited  Partnership II-A, filed as Exhibit 4.7 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

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

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

 4.10    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited  Partnership  II-B,  filed as Exhibit 4.10 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

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

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

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

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



                                      -83-
<PAGE>



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

 4.16    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited  Partnership  II-B,  filed as Exhibit 4.16 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

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

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

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

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

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

 4.22    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-C, filed as
         Exhibit 4.22 to Annual Report on



                                      -84-
<PAGE>



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

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

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

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

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

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

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

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



                                      -85-
<PAGE>



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

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

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

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

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

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

 4.36    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.37    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period
         ended December 31, 2001,



                                      -86-
<PAGE>



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

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

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

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

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

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

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

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

 4.44    Second Amendment to Agreement and Certificate of Limited  Partnership
         dated August 4, 1993  for the Geodyne Energy



                                      -87-
<PAGE>



         Income Limited Partnership II-F, filed as Exhibit 4.44 to Annual Report
         on Form 10-K405 for period ended December 31, 2001,  filed with the SEC
         on February 26, 2002 and is hereby incorporated by reference.

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

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

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

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

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

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

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

 4.52    First  Amendment  to  Certificate  of Limited  Partnership  and First
         Amendment to Agreement and Certificate of Limited



                                      -88-
<PAGE>



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

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

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

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

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

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

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

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



                                      -89-
<PAGE>



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

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

 4.62    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

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

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

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

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

 4.67    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-H, filed
         as Exhibit  4.67 to Annual  Report on Form  10-K405  for  period  ended
         December 31, 2001, filed with



                                      -90-
<PAGE>



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

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

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

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

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

 10.5    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-B,  filed as  Exhibit  10.5 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

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

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

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

 10.9    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-C,  filed as  Exhibit  10.9 to  Annual  Report  on Form
         10-K405 for period ended December 31, 2001,



                                      -91-
<PAGE>



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

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

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

 10.12   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-C,  filed as Exhibit  10.12 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

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

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

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

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

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

 10.18   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-E,  filed as Exhibit  10.18 to
         Annual Report on Form 10-K405 for period



                                      -92-
<PAGE>



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

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

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

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

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

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

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

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

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

 10.27   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-G, filed as Exhibit 10.27 to Annual
         Report on Form 10-K405 for period



                                      -93-
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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



                                      -94-
<PAGE>



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

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

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

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

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

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

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

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

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


         All other Exhibits are omitted as inapplicable.

         ----------

         *Filed herewith.

(b) Reports on Form 8-K filed during the fourth quarter of 2002:

         None.




                                      -95-
<PAGE>



                                     SIGNATURES

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

                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H

                                  By:   GEODYNE RESOURCES, INC.
                                        General Partner

                                  March 25, 2003


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

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

By:   //s//Dennis R. Neill       President and            March 25, 2003
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)


      //s//Craig D. Loseke       Chief Accounting         March 25, 2003
      -------------------        Officer (Principal
         Craig D. Loseke         Accounting and
                                 Financial Officer)

      //s//Judy K. Fox
      -------------------        Secretary                March 25, 2003
         Judy K. Fox



                                      -96-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-A;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                      -97-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s// Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)



                                      -98-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-A;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                      -99-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                     -100-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-B;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                     -101-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s//Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)



                                     -102-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-B;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                     -103-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                     -104-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-C;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                     -105-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s//Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)



                                     -106-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-C;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                     -107-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                     -108-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-D;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                     -109-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s//Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)



                                     -110-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-D;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                     -111-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                     -112-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-E;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                     -113-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s//Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)



                                     -114-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-E;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                     -115-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                     -116-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-F;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                     -117-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 23, 2003

                                          //s//Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)



                                     -118-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-F;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                     -119-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                     -120-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-G;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                     -121-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s//Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)



                                     -122-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-G;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                     -123-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                     -124-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-H;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                     -125-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s//Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)



                                     -126-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership II-H;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                     -127-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                     -128-

<PAGE>
ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-A, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-A,  an Oklahoma
general partnership,  at December 31, 2002 and 2001, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2002, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 14, 2003



                                     F-1
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
                            Combined Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------

                                                   2002           2001
                                                ----------     ----------
CURRENT ASSETS:
   Cash and cash equivalents                    $  794,035     $  414,467
   Accounts receivable:
      Oil and gas sales                            658,499        396,257
      General Partner (Note 2)                        -           130,610
                                                 ---------      ---------
      Total current assets                      $1,452,534     $  941,334

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,056,359      2,204,572

DEFERRED CHARGE                                    656,289        695,623
                                                 ---------      ---------
                                                $4,165,182     $3,841,529
                                                 =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  256,595     $  153,728
   Accrued liability - other (Note 1)               26,672         73,800
   Gas imbalance payable                            95,268         96,299
                                                 ---------      ---------
      Total current liabilities                 $  378,535     $  323,827

ACCRUED LIABILITY                               $  217,322     $  243,327

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  241,784)   ($  285,152)
   Limited Partners, issued and
      outstanding, 484,283 Units                 3,811,109      3,559,527
                                                 ---------      ---------
      Total Partners' capital                   $3,569,325     $3,274,375
                                                 ---------      ---------
                                                $4,165,182     $3,841,529
                                                 =========      =========





                     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, 2002, 2001, and 2000

                                      2002          2001          2000
                                   ----------    ----------    ----------

REVENUES:
   Oil and gas sales               $3,781,863    $4,812,392    $5,718,890
   Interest income                      5,181        31,927        43,440
   Gain on sale of oil and
      gas properties                  193,272       137,823        87,841
                                    ---------     ---------     ---------
                                   $3,980,316    $4,982,142    $5,850,171

COSTS AND EXPENSES:
   Lease operating                 $1,302,070    $1,538,430    $1,097,459
   Production tax                     214,538       287,607       321,511
   Depreciation, depletion,
      and amortization of oil
      and gas properties              261,452       772,466       785,707
   General and
      administrative                  557,151       550,462       573,982
                                    ---------     ---------     ---------
                                   $2,335,211    $3,148,965    $2,778,659
                                    ---------     ---------     ---------
NET INCOME                         $1,645,105    $1,833,177    $3,071,512
                                    =========     =========     =========

GENERAL PARTNER -
   NET INCOME                      $  187,523    $  249,356    $  373,521
                                    =========     =========     =========

LIMITED PARTNERS -
   NET INCOME                      $1,457,582    $1,583,821    $2,697,991
                                    =========     =========     =========

NET INCOME per Unit                $     3.01    $     3.27    $     5.57
                                    =========     =========     =========

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, 2002, 2001, and 2000

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

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

Balance, Dec. 31, 2000        $5,561,706       ($333,839)      $5,227,867
   Net income                  1,583,821         249,356        1,833,177
   Cash distributions        ( 3,586,000)      ( 200,669)     ( 3,786,669)
                               ---------         -------        ---------

Balance, Dec. 31, 2001        $3,559,527       ($285,152)      $3,274,375
   Net income                  1,457,582         187,523        1,645,105
   Cash distributions        ( 1,206,000)      ( 144,155)     ( 1,350,155)
                               ---------         -------        ---------

Balance, Dec. 31, 2002        $3,811,109       ($241,784)      $3,569,325
                               =========         =======        =========




                     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, 2002, 2001, and 2000

                                        2002             2001          2000
                                   ------------  ------------      ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,645,105       $1,833,177    $3,071,512
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties             261,452          772,466       785,707
      Gain on sale of oil and
         gas properties             (   193,272)     (   137,823)  (    87,841)
      (Increase) decrease in
         accounts receivable-
         oil and gas sales          (   262,242)         645,765   (   339,630)
      (Increase) decrease in
         deferred charge                 39,334          117,937   (    80,705)
      Increase (decrease) in
         accounts payable               102,867      (    15,686)       56,461
      Increase (decrease)
         in accrued
         liability - other          (    47,128)          73,800          -
      Decrease in gas
         imbalance payable          (     1,031)     (     7,557)  (    19,945)
      Increase (decrease) in
         accrued liability          (    26,005)     (     9,377)       31,266
                                      ---------        ---------     ---------
   Net cash provided by
      operating activities           $1,519,080       $3,272,702    $3,416,825
                                      ---------        ---------     ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  137,449)     ($  149,585)  ($   83,625)
   Proceeds from sale of
      oil and gas properties            348,092            7,285        99,721
                                      ---------        ---------     ---------
   Net cash provided (used)
      by investing activities        $  210,643      ($  142,300)   $   16,096
                                      ---------        ---------     ---------




                                      F-5
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,350,155)     ($3,786,669)  ($3,086,165)
                                      ---------        ---------     ---------
   Net cash used by financing
      activities                    ($1,350,155)     ($3,786,669)  ($3,086,165)
                                      ---------        ---------     ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $  379,568      ($  656,267)   $  346,756

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               414,467        1,070,734       723,978
                                      ---------        ---------     ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  794,035       $  414,467    $1,070,734
                                      =========        =========     =========



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



                                      F-6
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-B, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-B,  an Oklahoma
general partnership,  at December 31, 2002 and 2001, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2002, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.






                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 14, 2003



                                      F-7
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
                            Combined Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------

                                                    2002           2001
                                                 ----------     ----------
CURRENT ASSETS:
   Cash and cash equivalents                     $  478,067     $  262,153
   Accounts receivable:
      Oil and gas sales                             481,002        323,116
                                                  ---------      ---------
      Total current assets                       $  959,069     $  585,269

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  1,605,587      1,821,517

DEFERRED CHARGE                                     245,511        214,754
                                                  ---------      ---------
                                                 $2,810,167     $2,621,540
                                                  =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                              $  147,990     $  126,662
   Gas imbalance payable                             47,652         48,060
                                                  ---------      ---------
      Total current liabilities                  $  195,642     $  174,722

ACCRUED LIABILITY                                $   52,682     $   47,436

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($  264,786)   ($  302,054)
   Limited Partners, issued and
      outstanding, 361,719 Units                  2,826,629      2,701,436
                                                  ---------      ---------
      Total Partners' capital                    $2,561,843     $2,399,382
                                                  ---------      ---------
                                                 $2,810,167     $2,621,540
                                                  =========      =========


                     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, 2002, 2001, and 2000

                                      2002           2001          2000
                                   ----------     ----------    ----------
REVENUES:
   Oil and gas sales               $2,612,932    $3,677,731     $3,937,680
   Interest income                      2,609        18,313         29,499
   Gain on sale of oil
      and gas properties               20,525         1,187        248,993
                                    ---------     ---------      ---------
                                   $2,636,066    $3,697,231     $4,216,172

COSTS AND EXPENSES:
   Lease operating                 $  877,252    $  846,524     $  771,307
   Production tax                     144,712       206,937        224,174
   Depreciation, depletion,
      and amortization of oil
      and gas properties              218,988       201,436        787,991
   General and
      administrative                  421,068       415,799        429,630
                                    ---------     ---------      ---------
                                   $1,662,020    $1,670,696     $2,213,102
                                    ---------     ---------      ---------
NET INCOME                         $  974,046    $2,026,535     $2,003,070
                                    =========     =========      =========

GENERAL PARTNER -
   NET INCOME                      $  116,853    $  218,951     $  163,872
                                    =========     =========      =========

LIMITED PARTNERS -
   NET INCOME                      $  857,193    $1,807,584     $1,839,198
                                    =========     =========      =========

NET INCOME per Unit                $     2.37    $     5.00     $     5.08
                                    =========     =========      =========

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, 2002, 2001, and 2000


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

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

Balance, Dec. 31, 2000          $3,212,852      ($269,807)     $2,943,045
   Net income                    1,807,584        218,951       2,026,535
   Cash distributions          ( 2,319,000)     ( 251,198)    ( 2,570,198)
                                 ---------        -------       ---------

Balance, Dec. 31, 2001          $2,701,436      ($302,054)     $2,399,382
   Net income                      857,193        116,853         974,046
   Cash distributions          (   732,000)     (  79,585)    (   811,585)
                                 ---------        -------       ---------

Balance, Dec. 31, 2002          $2,826,629      ($264,786)     $2,561,843
                                 =========        =======       =========


                     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, 2002, 2001, and 2000

                                      2002            2001              2000
                                  ------------    ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $  974,046      $2,026,535      $2,003,070
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties           218,988         201,436         787,991
      Gain on sale of
         oil and gas properties   (    20,525)    (     1,187)    (   248,993)
      (Increase) decrease in
         accounts receivable      (   157,886)        405,256     (   216,333)
      (Increase) decrease in
         deferred charge          (    30,757)    (    10,545)         26,111
      Increase (decrease) in
         accounts payable              21,328     (     1,440)         38,790
      Increase (decrease) in
         gas imbalance payable    (       408)         30,340     (     4,170)
      Increase (decrease) in
         accrued liability              5,246     (    40,442)    (     9,651)
                                    ---------       ---------       ---------
   Net cash provided by
      operating activities         $1,010,032      $2,609,953      $2,376,815
                                    ---------       ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($   14,939)    ($  492,951)    ($   67,336)
   Proceeds from sale of
      oil and gas properties           32,406           1,187         257,751
                                    ---------       ---------       ---------
   Net cash provided (used) by
      investing activities         $   17,467     ($  491,764)     $  190,415
                                    ---------       ---------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($  811,585)    ($2,570,198)    ($2,225,906)
                                    ---------       ---------       ---------
   Net cash used by financing
      activities                  ($  811,585)    ($2,570,198)    ($2,225,906)
                                    ---------       ---------       ---------





                                      F-11
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      $  215,914      ($  452,009)     $  341,324

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            262,153          714,162         372,838
                                   ---------        ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD               $  478,067       $  262,153      $  714,162
                                   =========        =========       =========


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



                                      F-12
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-C, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-C,  an Oklahoma
general partnership,  at December 31, 2002 and 2001, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2002, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.







                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 14, 2003



                                      F-13
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
                            Combined Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------

                                                   2002            2001
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  250,767      $  115,201
   Accounts receivable:
      Oil and gas sales                            236,341         137,952
                                                 ---------       ---------
      Total current assets                      $  487,108      $  253,153

NET OIL AND GAS PROPERTIES,
   utilizing the successful efforts
   method                                          774,648         856,666

DEFERRED CHARGE                                    130,077         128,827
                                                 ---------       ---------
                                                $1,391,833      $1,238,646
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   63,712      $   50,950
   Gas imbalance payable                            26,684          29,876
                                                 ---------       ---------
      Total current liabilities                 $   90,396      $   80,826

ACCRUED LIABILITY                               $   29,815      $   29,477

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   98,831)    ($  130,178)
   Limited Partners, issued and
      outstanding, 154,621 Units                 1,370,453       1,258,521
                                                 ---------       ---------
      Total Partners' capital                   $1,271,622      $1,128,343
                                                 ---------       ---------
                                                $1,391,833      $1,238,646
                                                 =========       =========




                     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, 2002, 2001, and 2000

                                    2002            2001             2000
                                 ----------      ----------       ----------
REVENUES:
   Oil and gas sales             $1,284,421      $1,640,398       $1,856,040
   Interest income                    1,447          11,305           13,304
   Gain on sale of oil
      and gas properties            120,063          21,996           90,494
                                  ---------       ---------        ---------
                                 $1,405,931      $1,673,699       $1,959,838

COSTS AND EXPENSES:
   Lease operating               $  352,902      $  327,353       $  285,595
   Production tax                    79,166         108,506          118,875
   Depreciation, depletion,
      and amortization of oil
      and gas properties             89,534         104,249          350,665
   General and administrative       191,168         188,517          185,566
                                  ---------       ---------        ---------
                                 $  712,770      $  728,625       $  940,701
                                  ---------       ---------        ---------
NET INCOME                       $  693,161      $  945,074       $1,019,137
                                  =========       =========        =========

GENERAL PARTNER -
   NET INCOME                    $   77,229      $  102,759       $  132,143
                                  =========       =========        =========

LIMITED PARTNERS -
   NET INCOME                    $  615,932      $  842,315       $  886,994
                                  =========       =========        =========

NET INCOME per Unit              $     3.98      $     5.45       $     5.74
                                  =========       =========        =========

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, 2002, 2001, and 2000

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

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

Balance, Dec. 31, 2000           $1,786,206     ($105,478)      $1,680,728
   Net income                       842,315       102,759          945,074
   Cash distributions           ( 1,370,000)    ( 127,459)     ( 1,497,459)
                                  ---------       -------        ---------

Balance, Dec. 31, 2001           $1,258,521     ($130,178)      $1,128,343
   Net income                       615,932        77,229          693,161
   Cash distributions           (   504,000)    (  45,882)     (   549,882)
                                  ---------       -------        ---------

Balance, Dec. 31, 2002           $1,370,453     ($ 98,831)      $1,271,622
                                  =========       =======        =========




                     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, 2002, 2001, and 2000

                                      2002           2001            2000
                                   ---------     ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $693,161       $  945,074      $1,019,137
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties          89,534          104,249         350,665
      Gain on sale of oil
         and gas properties       ( 120,063)     (    21,996)    (    90,494)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales        (  98,389)         212,625     (   105,826)
      (Increase) decrease in
         deferred charge          (   1,250)           1,268     (       431)
      Increase (decrease) in
         accounts payable            12,762           29,262     (    16,667)
      Increase (decrease) in
         gas imbalance payable    (   3,192)          14,496     (     4,920)
      Increase (decrease) in
         accrued liability              338      (    24,661)             75
                                    -------        ---------       ---------
   Net cash provided by
      operating activities         $572,901       $1,260,317      $1,151,539
                                    -------        ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($  9,993)     ($   82,009)    ($   27,273)
   Proceeds from sale of
      oil and gas properties        122,540           21,996         113,746
                                    -------        ---------       ---------
   Net cash provided (used)
      by investing activities      $112,547      ($   60,013)     $   86,473
                                    -------        ---------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($549,882)     ($1,497,459)    ($1,030,476)
                                    -------        ---------       ---------
   Net cash used by financing
      activities                  ($549,882)     ($1,497,459)    ($1,030,476)
                                    -------        ---------       ---------




                                      F-17
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       $135,566      ($  297,155)     $  207,536

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           115,201          412,356         204,820
                                    -------        ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $250,767       $  115,201      $  412,356
                                    =======        =========       =========




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



                                      F-18
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-D, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-D,  an Oklahoma
general partnership,  at December 31, 2002 and 2001, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2002, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.






                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 14, 2003



                                      F-19
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
                            Combined Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------

                                                   2002            2001
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  561,177      $  170,516
   Accounts receivable:
      Oil and gas sales                            512,579         315,910
                                                 ---------       ---------
      Total current assets                      $1,073,756      $  486,426

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,482,828       1,561,694

DEFERRED CHARGE                                    358,699         370,412
                                                 ---------       ---------
                                                $2,915,283      $2,418,532
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  156,725      $   84,721
   Payable to General Partner (Note 2)                -             65,905
   Gas imbalance payable                            42,368          55,098
                                                 ---------       ---------
      Total current liabilities                 $  199,093      $  205,724

ACCRUED LIABILITY                               $   96,494      $  112,500

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   76,044)    ($  238,692)
   Limited Partners, issued and
      outstanding, 314,878 Units                 2,695,740       2,339,000
                                                 ---------       ---------
      Total Partners' capital                   $2,619,696      $2,100,308
                                                 ---------       ---------
                                                $2,915,283      $2,418,532
                                                 =========       =========





                     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, 2002, 2001, and 2000

                                     2002            2001              2000
                                  ----------      ----------        ----------
REVENUES:
   Oil and gas sales              $2,856,941      $3,581,469        $3,757,651
   Interest income                     3,321          30,461            34,763
   Gain on sale of oil
      and gas properties           1,256,405         112,686           514,114
                                   ---------       ---------         ---------
                                  $4,116,667      $3,724,616        $4,306,528

COSTS AND EXPENSES:
   Lease operating                $  713,308      $  947,567        $  672,765
   Production tax                    172,939         249,523           264,546
   Depreciation, depletion,
      and amortization of oil
      and gas properties             185,671         344,966           415,030
   General and administrative        369,062         364,691           374,358
                                   ---------       ---------         ---------
                                  $1,440,980      $1,906,747        $1,726,699
                                   ---------       ---------         ---------
NET INCOME                        $2,675,687      $1,817,869        $2,579,829
                                   =========       =========         =========

GENERAL PARTNER -
   NET INCOME                     $  283,947      $  209,788        $  291,859
                                   =========       =========         =========

LIMITED PARTNERS -
   NET INCOME                     $2,391,740      $1,608,081        $2,287,970
                                   =========       =========         =========

NET INCOME per Unit               $     7.60      $     5.11        $     7.27
                                   =========       =========         =========

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, 2002, 2001, and 2000

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

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

Balance, Dec. 31, 2000         $4,167,919       ($180,437)      $3,987,482
   Net income                   1,608,081         209,788        1,817,869
   Cash distributions         ( 3,437,000)      ( 268,043)     ( 3,705,043)
                                ---------         -------        ---------

Balance, Dec. 31, 2001         $2,339,000       ($238,692)      $2,100,308
   Net income                   2,391,740         283,947        2,675,687
   Cash distributions         ( 2,035,000)      ( 121,299)     ( 2,156,299)
                                ---------         -------        ---------

Balance, Dec. 31, 2002         $2,695,740       ($ 76,044)      $2,619,696
                                =========         =======        =========



                     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, 2002, 2001, and 2000

                                      2002            2001             2000
                                  ------------    ------------     ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $2,675,687      $1,817,869       $2,579,829
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties           185,671         344,966          415,030
      Gain on sale of oil
         and gas properties       ( 1,256,405)    (   112,686)     (   514,114)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales        (   196,669)        387,270      (   241,689)
      Decrease in deferred
         charge                        11,713          27,277           18,123
      Increase (decrease) in
         accounts payable              72,004          30,049      (    21,736)
      Increase (decrease) in
         payable to
         General Partner          (    65,905)         65,905             -
      Decrease in gas
         imbalance payable        (    12,730)    (    19,023)     (    40,028)
      Increase (decrease) in
         accrued liability        (    16,006)    (    42,427)           8,584
                                    ---------       ---------        ---------
   Net cash provided by
     operating activities          $1,397,360      $2,499,200       $2,203,999
                                    ---------       ---------        ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($  116,640)    ($  169,317)     ($   46,036)
   Proceeds from sale of
      oil and gas properties        1,266,240         112,686          723,535
                                    ---------       ---------        ---------
   Net cash provided (used)
      by investing activities      $1,149,600     ($   56,631)      $  677,499
                                    ---------       ---------        ---------



                                      F-23
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($2,156,299)    ($3,705,043)     ($1,996,036)
                                    ---------       ---------        ---------
   Net cash used by financing
      activities                  ($2,156,299)    ($3,705,043)     ($1,996,036)
                                    ---------       ---------        ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       $  390,661     ($1,262,474)      $  885,462

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             170,516       1,432,990          547,528
                                    ---------       ---------        ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  561,177      $  170,516       $1,432,990
                                    =========       =========        =========



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



                                      F-24
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-E, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-E,  an Oklahoma
general partnership,  at December 31, 2002 and 2001, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2002, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.






                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 14, 2003



                                      F-25
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
                            Combined Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------

                                                   2002            2001
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  388,042      $  242,032
   Accounts receivable:
      Oil and gas sales                            362,987         244,365
                                                 ---------       ---------
      Total current assets                      $  751,029         486,397

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,425,028       1,391,297

DEFERRED CHARGE                                    209,297         206,554
                                                 ---------       ---------
                                                $2,385,354      $2,084,248
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   85,744      $   56,002
   Payable to General Partner (Note 2)                -            115,045
   Gas imbalance payable                            43,443          28,035
                                                 ---------       ---------
      Total current liabilities                 $  129,187      $  199,082

ACCRUED LIABILITY                               $    7,264      $   26,344

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  131,864)    ($  162,380)
   Limited Partners, issued and
      outstanding, 228,821 Units                 2,380,767       2,021,202
                                                 ---------       ---------
      Total Partners' capital                   $2,248,903      $1,858,822
                                                 ---------       ---------
                                                $2,385,354      $2,084,248
                                                 =========       =========





                     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, 2002, 2001, and 2000

                                      2002             2001            2000
                                   ----------       ----------      ----------

REVENUES:
   Oil and gas sales               $1,954,057       $2,561,210      $2,760,885
   Interest income                      2,159           16,873          23,459
   Gain on sale of oil
      and gas properties               20,605           60,957         135,079
                                    ---------        ---------       ---------
                                   $1,976,821       $2,639,040      $2,919,423

COSTS AND EXPENSES:
   Lease operating                 $  381,344       $  628,516      $  394,003
   Production tax                     146,924          190,175         185,062
   Depreciation, depletion,
      and amortization of oil
      and gas properties              162,691          312,096         361,842
   General and administrative         278,094          272,795         273,055
                                    ---------        ---------       ---------
                                   $  969,053       $1,403,582      $1,213,962
                                    ---------        ---------       ---------
NET INCOME                         $1,007,768       $1,235,458      $1,705,461
                                    =========        =========       =========

GENERAL PARTNER -
   NET INCOME                      $  115,203       $  149,947      $  200,766
                                    =========        =========       =========

LIMITED PARTNERS -
   NET INCOME                      $  892,565       $1,085,511      $1,504,695
                                    =========        =========       =========

NET INCOME per Unit                $     3.90       $     4.74      $     6.58
                                    =========        =========       =========

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, 2002, 2001, and 2000

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

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

Balance, Dec. 31, 2000         $2,953,691       ($133,047)     $2,820,644
   Net income                   1,085,511         149,947       1,235,458
   Cash distributions         ( 2,018,000)      ( 179,280)    ( 2,197,280)
                                ---------         -------       ---------

Balance, Dec. 31, 2001         $2,021,202       ($162,380)     $1,858,822
   Net income                     892,565         115,203       1,007,768
   Cash distributions         (   533,000)      (  84,687)    (   617,687)
                                ---------         -------       ---------

Balance, Dec. 31, 2002         $2,380,767       ($131,864)     $2,248,903
                                =========         =======       =========



                     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, 2002, 2001, and 2000

                                       2002             2001            2000
                                   ------------     ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $1,007,768       $1,235,458      $1,705,461
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties            162,691          312,096         361,842
      Gain on sale of oil
         and gas properties        (    20,605)     (    60,957)    (   135,079)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales         (   118,622)         296,850     (   221,714)
      (Increase) decrease in
         deferred charge           (     2,743)     (     2,416)         11,930
      Increase (decrease) in
         accounts payable               29,742           26,513     (    19,345)
      Increase (decrease) in
         payable to
         General Partner           (   115,045)         115,045            -
      Increase (decrease) in
         gas imbalance payable          15,408            5,490     (   128,529)
      Decrease in
         accrued liability         (    19,080)     (     9,560)    (     6,348)
                                     ---------        ---------       ---------
   Net cash provided by
      operating activities          $  939,514       $1,918,519      $1,568,218
                                     ---------        ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($  198,005)     (    51,785)    ($   15,129)
   Proceeds from sale of
      oil and gas properties            22,188           61,553         171,330
                                     ---------        ---------       ---------
  Net cash provided (used) by
     investing activities          ($  175,817)      $    9,768      $  156,201
                                     ---------        ---------       ---------




                                      F-29
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($  617,687)     ($2,197,280)    ($1,664,227)
                                     ---------        ---------       ---------
   Net cash used by financing
      activities                   ($  617,687)     ($2,197,280)    ($1,664,227)
                                     ---------        ---------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        $  146,010      ($  268,993)     $   60,192

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              242,032          511,025         450,833
                                     ---------        ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  388,042       $  242,032      $  511,025
                                     =========        =========       =========



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



                                      F-30
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-F, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-F,  an Oklahoma
general partnership,  at December 31, 2002 and 2001, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2002, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.






                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 14, 2003



                                      F-31
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
                            Combined Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------

                                                   2002            2001
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  453,233      $  278,738
   Accounts receivable:
      Oil and gas sales                            352,341         229,071
                                                 ---------       ---------
      Total current assets                      $  805,574      $  507,809

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,311,537       1,424,064

DEFERRED CHARGE                                     36,774          38,188
                                                 ---------       ---------
                                                $2,153,885      $1,970,061
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   71,740      $   49,662
   Gas imbalance payable                             6,701           7,953
                                                 ---------       ---------
      Total current liabilities                 $   78,441      $   57,615

ACCRUED LIABILITY                               $   15,443      $   13,875

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   95,526)    ($  118,848)
   Limited Partners, issued and
      outstanding, 171,400 Units                 2,155,527       2,017,419
                                                 ---------       ---------
      Total Partners' capital                   $2,060,001      $1,898,571
                                                 ---------       ---------
                                                $2,153,885      $1,970,061
                                                 =========       =========





                     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, 2002, 2001, and 2000

                                    2002             2001            2000
                                 ----------       ----------      ----------
REVENUES:
   Oil and gas sales             $1,900,007       $2,487,886      $2,313,259
   Interest income                    2,747           15,183          16,519
   Gain on sale of oil
      and gas properties             50,440           24,447          81,494
                                  ---------        ---------       ---------
                                 $1,953,194       $2,527,516      $2,411,272

COSTS AND EXPENSES:
   Lease operating               $  304,156       $  338,068      $  258,353
   Production tax                   117,830          165,814         154,262
   Depreciation, depletion,
      and amortization of oil
      and gas properties            201,371          292,165         213,567
   General and administrative       213,218          208,687         204,310
                                  ---------        ---------       ---------
                                 $  836,575       $1,004,734      $  830,492
                                  ---------        ---------       ---------
NET INCOME                       $1,116,619       $1,522,782      $1,580,780
                                  =========        =========       =========

GENERAL PARTNER -
   NET INCOME                    $  129,511       $  177,055      $  175,647
                                  =========        =========       =========

LIMITED PARTNERS -
   NET INCOME                    $  987,108       $1,345,727      $1,405,133
                                  =========        =========       =========

NET INCOME per Unit              $     5.76       $     7.85      $     8.20
                                  =========        =========       =========

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, 2002, 2001, and 2000


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

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

Balance, Dec. 31, 2000            $2,573,692      ($101,577)    $2,472,115
   Net income                      1,345,727        177,055      1,522,782
   Cash distributions            ( 1,902,000)     ( 194,326)   ( 2,096,326)
                                   ---------        -------      ---------

Balance, Dec. 31, 2001            $2,017,419      ($118,848)    $1,898,571
   Net income                        987,108        129,511      1,116,619
   Cash distributions            (   849,000)     ( 106,189)   (   955,189)
                                   ---------        -------      ---------

Balance, Dec. 31, 2002            $2,155,527      ($ 95,526)    $2,060,001
                                   =========        =======      =========


                     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, 2002, 2001, and 2000

                                         2002           2001            2000
                                     ------------   ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $1,116,619     $1,522,782      $1,580,780
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, depletion,
          and amortization of oil
          and gas properties             201,371        292,165         213,567
      Gain on sale of oil
          and gas properties         (    50,440)   (    24,447)    (    81,494)
      (Increase) decrease in
          accounts receivable -
          oil and gas sales          (   123,270)       211,110     (   153,186)
      (Increase) decrease in
          deferred charge                  1,414    (     3,529)    (       293)
      Increase (decrease) in
          accounts payable                22,078         27,760     (     5,367)
      Increase (decrease) in gas
          Imbalance payable          (     1,252)           514           2,231
      Increase (decrease) in
          accrued liability                1,568          1,534     (    10,167)
                                       ---------      ---------       ---------
   Net cash provided by
      operating activities            $1,168,088     $2,027,889      $1,546,071
                                       ---------      ---------       ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   93,456)   ($  118,663)    ($   29,757)
   Proceeds from sale of
      oil and gas properties              55,052         24,684          92,073
                                       ---------      ---------       ---------
   Net cash provided (used) by
      investing activities           ($   38,404)   ($   93,979)     $   62,316
                                       ---------      ---------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($  955,189)   ($2,096,326)    ($1,447,331)
                                       ---------      ---------       ---------
   Net cash used by financing
      activities                     ($  955,189)   ($2,096,326)    ($1,447,331)
                                       ---------      ---------       ---------






                                      F-35
<PAGE>



NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS               $  174,495    ($  162,416)     $  161,056

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                278,738        441,154         280,098
                                       ---------      ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $  453,233     $  278,738      $  441,154
                                       =========      =========       =========




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



                                      F-36
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-G, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-G,  an Oklahoma
general partnership,  at December 31, 2002 and 2001, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2002, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.






                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 14, 2003



                                      F-37
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
                            Combined Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------

                                                 2002             2001
                                             ------------     ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $  959,481       $  625,720
   Accounts receivable:
      Oil and gas sales                          745,529          484,681
                                               ---------        ---------
      Total current assets                    $1,705,010       $1,110,401

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,821,960        3,065,609

DEFERRED CHARGE                                   79,136           83,736
                                               ---------        ---------
                                              $4,606,106       $4,259,746
                                               =========        =========

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

CURRENT LIABILITIES:
   Accounts payable                           $  153,893       $  105,862
   Gas imbalance payable                          16,907           17,264
                                               ---------        ---------
      Total current liabilities               $  170,800       $  123,126

ACCRUED LIABILITY                             $   31,075       $   31,820

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   97,205)     ($  146,206)
   Limited Partners, issued and
      outstanding, 372,189 Units               4,501,436        4,251,006
                                               ---------        ---------
      Total Partners' capital                 $4,404,231       $4,104,800
                                               ---------        ---------
                                              $4,606,106       $4,259,746
                                               =========        =========





                     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, 2002, 2001, and 2000

                                     2002           2001           2000
                                  ----------     ----------     ----------
REVENUES:
   Oil and gas sales              $4,023,806     $5,285,009     $4,915,575
   Interest income                     6,171         33,161         36,288
   Gain on sale of oil
      and gas properties             105,409         52,118        170,343
                                   ---------      ---------      ---------

                                  $4,135,386     $5,370,288     $5,122,206

COSTS AND EXPENSES:
   Lease operating                $  649,734     $  722,045     $  554,889
   Production tax                    250,469        353,557        330,447
   Depreciation, depletion,
      and amortization of oil
      and gas properties             431,655        627,519        457,355
   General and administrative        436,126        429,209        440,954
                                   ---------      ---------      ---------
                                  $1,767,984     $2,132,330     $1,783,645
                                   ---------      ---------      ---------

NET INCOME                        $2,367,402     $3,237,958     $3,338,561
                                   =========      =========      =========

GENERAL PARTNER -
   NET INCOME                     $  274,972     $  376,956     $  371,389
                                   =========      =========      =========

LIMITED PARTNERS -
   NET INCOME                     $2,092,430     $2,861,002     $2,967,172
                                   =========      =========      =========

NET INCOME per Unit               $     5.62     $     7.69     $     7.97
                                   =========      =========      =========

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, 2002, 2001, and 2000


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

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

Balance, Dec. 31, 2000          $5,504,004      ($212,913)     $5,291,091
   Net income                    2,861,002        376,956       3,237,958
   Cash distributions          ( 4,114,000)     ( 310,249)    ( 4,424,249)
                                 ---------        -------       ---------

Balance, Dec. 31, 2001          $4,251,006      ($146,206)     $4,104,800
   Net income                    2,092,430        274,972       2,367,402
   Cash distributions          ( 1,842,000)     ( 225,971)    ( 2,067,971)
                                 ---------        -------       ---------

Balance, Dec. 31, 2002          $4,501,436      ($ 97,205)     $4,404,231
                                 =========        =======       =========





                     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, 2002, 2001, and 2000

                                       2002            2001            2000
                                   ------------    ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $2,367,402      $3,237,958      $3,338,561
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties            431,655         627,519         457,355
      Gain on sale of oil
         and gas properties        (   105,409)    (    52,118)    (   170,343)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales         (   260,848)        450,530     (   329,275)
      (Increase) decrease in
         deferred charge                 4,600     (     7,063)            633
      Increase (decrease) in
         accounts payable               48,031          58,841     (    11,856)
      Increase (decrease) in gas
         imbalance payable         (       357)          1,122           4,854
      Increase (decrease) in
         accrued liability         (       745)            548     (    21,591)
                                     ---------       ---------       ---------
   Net cash provided by
      operating activities          $2,484,329      $4,317,337      $3,268,338
                                     ---------       ---------       ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($  197,745)    ($  254,554)    ($   62,230)
   Proceeds from sale of
      oil and gas properties           115,148          52,882         193,656
                                     ---------       ---------       ---------
   Net cash provided (used) by
      investing activities         ($   82,597)    ($  201,672)     $  131,426
                                     ---------       ---------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($2,067,971)    ($4,424,249)    ($3,099,276)
                                     ---------       ---------       ---------
   Net cash used by financing
      activities                   ($2,067,971)    ($4,424,249)    ($3,099,276)
                                     ---------       ---------       ---------






                                      F-41
<PAGE>



NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS             $  333,761     ($  308,584)     $  300,488

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              625,720         934,304         633,816
                                     ---------       ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  959,481      $  625,720      $  934,304
                                     =========       =========       =========



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



                                      F-42
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-H, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-H,  an Oklahoma
general partnership,  at December 31, 2002 and 2001, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2002, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.






                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 14, 2003



                                      F-43
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
                            Combined Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------

                                                   2002            2001
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  224,669      $  136,988
   Accounts receivable:
      Oil and gas sales                            176,539         114,762
                                                 ----------      ---------
      Total current assets                      $  401,208      $  251,750

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                   664,355         721,143

DEFERRED CHARGE                                     20,637          19,936
                                                 ---------       ---------
                                                $1,086,200      $  992,829
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   37,271      $   25,473
   Gas imbalance payable                             3,596           4,266
                                                 ---------       ---------
      Total current liabilities                 $   40,867      $   29,739

ACCRUED LIABILITY                               $    8,079      $    6,430

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   53,547)    ($   65,089)
   Limited Partners, issued and
      outstanding, 91,711 Units                  1,090,801       1,021,749
                                                 ---------       ---------
      Total Partners' capital                   $1,037,254      $  956,660
                                                 ---------       ---------
                                                $1,086,200      $  992,829
                                                 =========       =========




                     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, 2002, 2001, and 2000

                                   2002              2001            2000
                                 --------         ----------      ----------
REVENUES:
   Oil and gas sales             $954,336         $1,257,427      $1,162,286
   Interest income                  1,304              7,452           8,580
   Gain on sale of
      oil and gas properties       24,403             12,478          39,206
                                  -------          ---------       ---------
                                 $980,043         $1,277,357      $1,210,072

COSTS AND EXPENSES:
   Lease operating               $157,453         $  175,850      $  134,727
   Production tax                  59,851             84,768          79,227
   Depreciation, depletion,
      and amortization of oil
      and gas properties          101,299            148,028         107,301
   General and administrative     124,730            121,142         110,355
                                  -------          ---------       ---------
                                 $443,333         $  529,788      $  431,610
                                  -------          ---------       ---------
NET INCOME                       $536,710         $  747,569      $  778,462
                                  =======          =========       =========

GENERAL PARTNER -
   NET INCOME                    $ 62,658         $   87,334      $   56,035
                                  =======          =========       =========

LIMITED PARTNERS -
   NET INCOME                    $474,052         $  660,235      $  722,427
                                  =======          =========       =========

NET INCOME per Unit              $   5.17         $     7.20      $     7.88
                                  =======          =========       =========

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, 2002, 2001, and 2000


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

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

Balance, Dec. 31, 2000            $1,311,514      ($54,632)     $1,256,882
   Net income                        660,235        87,334         747,569
   Cash distributions            (   950,000)     ( 97,791)    ( 1,047,791)
                                   ---------        ------       ---------

Balance, Dec. 31, 2001            $1,021,749      ($65,089)     $  956,660
   Net income                        474,052        62,658         536,710
   Cash distributions            (   405,000)     ( 51,166)    (   456,116)
                                   ---------        ------       ---------

Balance, Dec. 31, 2002            $1,090,801      ($53,547)     $1,037,254
                                   =========        ======       =========



                     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, 2002, 2001, and 2000

                                           2002           2001           2000
                                       ----------     ------------    ----------

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income                           $536,710       $  747,569      $778,462
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties              101,299          148,028       107,301
      Gain on sale of oil
         and gas properties            (  24,403)     (    12,478)    (  39,206)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales             (  61,777)         108,242     (  79,128)
      (Increase) decrease in
         deferred charge               (     701)     (     2,148)          284
      Increase (decrease) in
         accounts payable                 11,798           14,068     (   3,099)
      Increase (decease) in gas
         imbalance payable             (     670)             273         1,204
      Increase (decrease) in
         accrued liability                 1,649              423     (   5,009)
                                         -------        ---------       -------
  Net cash provided by
      operating activities              $563,905       $1,003,977      $760,809
                                         -------        ---------       -------
CASH FLOWS FROM INVESTING ACTIVITIES:

   Capital expenditures                ($ 46,750)     ($   61,632)    ($ 14,394)
   Proceeds from sale of
      oil and gas properties              26,642           12,783        45,271
                                         -------        ---------       -------
   Net cash provided (used) by
      investing activities             ($ 20,108)     ($   48,849)     $ 30,877
                                         -------        ---------       -------
CASH FLOWS FROM FINANCING ACTIVITIES:

   Cash distributions                  ($456,116)     ($1,047,791)    ($709,053)
                                         -------        ---------       -------
   Net cash used by financing
      activities                       ($456,116)     ($1,047,791)    ($709,053)
                                         -------        ---------       -------






                                      F-47
<PAGE>



NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                 $ 87,681      ($   92,663)     $ 82,633

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                136,988          229,651       147,018
                                         -------        ---------       -------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                     $224,669       $  136,988      $229,651
                                         =======        =========       =======







                     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, 2002, 2001, and 2000

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  would have terminated on December 31, 2001 in accordance
with the partnership agreements for the Partnerships.  However, such partnership
agreements  provide  that  the  General  Partner  may  extend  the  term of each
Partnership  for up to five periods of two years each.  The General  Partner has
extended  the terms of the  Partnerships  for  their  first  two-year  extension
thereby extending their termination date to December 31, 2003. As of the date of
these financial  statements,  the General Partner has not determined  whether to
extend the term of any Partnership.  Accordingly,  the financial statements have
not been  presented on a  liquidation  basis because it is not probable that the
Partnerships will be terminated within the next year.

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



                                      F-49
<PAGE>




      An affiliate of the General  Partner owned the following Units at December
31, 2002:

                            Number of              Percent of
      Partnership          Units Owned          Outstanding Units
      -----------          -----------          -----------------
         II-A                  125,908                 26.0%
         II-B                   89,057                 24.6%
         II-C                   47,092                 30.5%
         II-D                   82,264                 26.1%
         II-E                   67,522                 29.5%
         II-F                   42,454                 24.8%
         II-G                   73,042                 19.6%
         II-H                   26,382                 28.8%

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


      Allocation of Costs and Revenues

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



                                      F-50
<PAGE>




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

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

----------

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



                                      F-51
<PAGE>



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

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


      Basis of Presentation

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


      Cash and Cash Equivalents

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


      Credit Risks

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


      Oil and Gas Properties

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



                                      F-52
<PAGE>



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

      Depletion of the cost of producing oil and gas properties, amortization of
related intangible  drilling and development costs, and depreciation of tangible
lease and well  equipment are computed on the  units-of-production  method.  The
Partnerships' calculation of depreciation,  depletion, and amortization includes
estimated  dismantlement and abandonment costs, net of estimated salvage values.
The depreciation, depletion, and amortization rates per equivalent barrel of oil
produced  during the years ended  December 31,  2002,  2001,  and 2000,  were as
follows:

            Partnership         2002       2001        2000
            -----------        -----      -----       -----

               II-A            $1.30      $3.93       $3.22
               II-B             1.56       1.39        4.63
               II-C             1.25       1.62        4.24
               II-D             1.13       2.50        2.42
               II-E             1.55       2.95        2.88
               II-F             1.95       2.69        2.03
               II-G             1.98       2.73        2.04
               II-H             1.95       2.71        2.02

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

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their proved oil and gas properties at the field level. If the unamortized costs
of oil and gas properties within a field exceed the expected undiscounted future
cash flows from such  properties,  the cost of the properties is written down to
fair value,  which is determined by using the discounted  future cash flows from
the  properties.  No impairment  provisions  were  recorded by the  Partnerships
during the three years ended December 31, 2002.

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





                                      F-53
<PAGE>



      Deferred Charge

      The Deferred Charge represents costs deferred for lease operating expenses
incurred  in  connection  with the  Partnerships'  underproduced  gas  imbalance
positions.  The rate used in  calculating  the  deferred  charge  is the  annual
average  production  costs per Mcf.  At December  31, 2002 and 2001,  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:

                                 2002                       2001
                        ----------------------     ---------------------
      Partnership         Mcf          Amount        Mcf         Amount
      -----------       -------       --------     -------      --------

         II-A           574,382       $656,289     608,807      $695,623
         II-B           218,771        245,511     198,106       214,754
         II-C           181,115        130,077     179,375       128,827
         II-D           464,455        358,699     479,622       370,412
         II-E           327,726        209,297     323,326       206,554
         II-F            65,183         36,774      66,840        38,188
         II-G           140,943         79,136     146,900        83,736
         II-H            35,497         20,637      34,185        19,936


      Accrued Liability - Other

      The  Accrued  Liability  -  Other  at  December  31,  2001  for  the  II-A
Partnership represents a charge accrued for the payment of a judgment related to
plugging liabilities,  which judgment is currently under appeal. The decrease in
the Accrued  Liability - Other from  December  31, 2001 to December 31, 2002 was
due to a partial settlement of this judgment,  which settlement was paid in June
2002.


      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
annual  average  production  costs  per Mcf.  At  December  31,  2002 and  2001,
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:




                                      F-54
<PAGE>




                                2002                      2001
                        --------------------      -------------------
      Partnership         Mcf        Amount         Mcf       Amount
      -----------       -------     --------      -------    --------

         II-A           190,200     $217,322      212,959    $243,327
         II-B            49,379       52,682       44,462      47,436
         II-C            41,514       29,815       41,043      29,477
         II-D           124,944       96,494      145,669     112,500
         II-E            11,439        7,264       41,487      26,344
         II-F            26,730       15,443       24,180      13,875
         II-G            55,640       31,075       56,738      31,820
         II-H            13,617        8,079       11,139       6,430



      Oil and Gas Sales and Gas Imbalance Payable

      The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships'  wells under short-term purchase
contracts  at  prevailing  prices  in  accordance  with  arrangements  which are
customary in the oil  industry.  Sales of gas  applicable  to the  Partnerships'
interest in producing oil and gas leases are recorded as revenue when the gas is
metered and title transferred  pursuant to the gas sales contracts  covering the
Partnerships'  interest in gas  reserves.  During such times as a  Partnership's
sales of gas exceed its pro rata ownership in a well, such sales are recorded as
revenues unless total sales from the well have exceeded the Partnership's  share
of estimated  total gas reserves  underlying  the  property,  at which time such
excess is  recorded as a  liability.  The rates per Mcf used to  calculate  this
liability  are based on the average gas prices  received  for the volumes at the
time the overproduction occurred. This also approximates the price for which the
Partnerships  are currently  settling this  liability.  At December 31, 2002 and
2001  total  sales  exceeded  the  Partnerships'  share of  estimated  total gas
reserves as follows:


                                2002                    2001
                        -------------------     -------------------
      Partnership         Mcf        Amount       Mcf        Amount
      -----------       ------      -------     ------      -------

         II-A           63,512      $95,268     64,199      $96,299
         II-B           31,768       47,652     32,040       48,060
         II-C           17,789       26,684     19,917       29,876
         II-D           28,245       42,368     36,732       55,098
         II-E           28,962       43,443     18,690       28,035
         II-F            4,467        6,701      5,302        7,953
         II-G           11,271       16,907     11,509       17,264
         II-H            2,397        3,596      2,844        4,266




                                      F-55
<PAGE>




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

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


      General and Administrative Overhead

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


      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.


      New Accounting Pronouncements

      Below is a brief  description of Financial  Accounting  Standards  ("FAS")
recently issued by the Financial  Accounting  Standards Board ("FASB") which may
have an impact on the  Partnerships'  future results of operations and financial
position.




                                      F-56
<PAGE>



      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived  assets (mainly plugging and abandonment  costs for the Partnerships'
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  estimates that adopting this statement
will result in an increase in  capitalized  cost of oil and gas  properties,  an
increase  in net income for the  cumulative  effect of the change in  accounting
principle,  and  the  recognition  of an  asset  retirement  obligation  in  the
following amounts for each Partnership (unaudited):

                   Change in          Increase in
                  Capitalized       Net Income for
                  Cost of Oil        the Change in         Asset
                     and Gas          Accounting         Retirement
Partnership        Properties         Principle          Obligation
-----------       ------------      --------------       ----------

   II-A             $423,000          $137,000           $286,000
   II-B              306,000            98,000            208,000
   II-C              102,000            34,000             68,000
   II-D              278,000            95,000            183,000
   II-E              153,000            58,000             95,000
   II-F              150,000            54,000             96,000
   II-G              322,000           114,000            208,000
   II-H               77,000            26,000             51,000

      In  August  2001,  the  FASB  issued  FAS  No.  144,  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets",  which is effective  for fiscal
years beginning after December 15,  2001(January 1, 2002 for the  Partnerships).
This  statement  supersedes  FAS  No.  121  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships,  are essentially the same as
FAS No.  121 and thus did not have a  significant  effect  on the  Partnerships'
financial condition or results of operations.

      In  November  2002,  the  FASB  issued  FASB  Interpretation  45 (FIN  45)
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantee  of  Indebtedness  of  Others."  FIN 45  requires  that upon
issuance of a guarantee,  the guarantor  must recognize a liability for the fair
value  of the  obligation  it  assumes  under  that  guarantee.  The  disclosure
requirements  are effective for financial  statements of both interim and annual
periods which end after December 15, 2002. The  Partnerships  are not guarantors
under any  guarantees  and thus this  interpretation  is not expected to have an
effect on their financial position or results of operations.




                                      F-57
<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, 2002, 2001,
and 2000:
            Partnership         2002          2001         2000
            -----------       --------      --------     --------

               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.


      Payable to General Partner

      The Payable to General  Partner at December 31, 2001 for the II-D and II-E
Partnerships   represents  litigation  costs  and  settlement  of  a  previously
unrecorded liability. Such amounts were repaid during the first quarter of 2002.


      Accounts Receivable - General Partner

      The  Accounts  Receivable  - General  Partner at December 31, 2001 for the
II-A Partnership represents accrued proceeds from a



                                      F-58
<PAGE>



related  party for the sale of  certain  oil and gas  properties during December
2001.  Such  amount  was received in January 2002.


3. MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten  percent or more of each  Partnership's  combined  oil and gas sales for the
years ended December 31, 2002, 2001 and 2000:

Partnership               Purchaser                         Percentage
-----------       ------------------------          ------------------------
                                                    2002      2001     2000
                                                    -----     -----    -----
   II-A           El Paso Energy Marketing
                     Company ("El Paso")            27.7%     32.1%    27.8%
                  BP America Production Co.         14.2%       -        -
                  Duke Energy Field Services        10.9%       -        -
                  Amoco Production Company            -       12.7%    17.2%

   II-B           El Paso                           33.1%     40.0%    38.0%
                  Hallwood                            -         -      11.5%
                  Amoco Production Company            -         -      10.4%

   II-C           El Paso                           30.7%     38.3%    35.6%

   II-D           El Paso                           21.6%     30.4%    28.6%
                  Whiting Petroleum Corp.           12.2%
                  Vintage Petroleum Inc.              -       12.4%      -

   II-E           El Paso                           29.4%     45.8%    47.9%

   II-F           El Paso                           17.6%     22.5%    20.7%
                  ONEOK Gas Marketing Co.
                     ("ONEOK")                        -       10.5%      -

   II-G           El Paso                           17.5      22.4%    20.6%
                  ONEOK                               -       10.3%      -

   II-H           El Paso                           17.4%     22.3%    20.7%
                  ONEOK                               -       10.0%      -


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




                                      F-59
<PAGE>




4. SUPPLEMENTAL OIL AND GAS INFORMATION

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


      Capitalized Costs

      The   capitalized   costs   and   accumulated   depreciation,   depletion,
amortization,  and  valuation  allowance  at December  31, 2002 and 2001 were as
follows:


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

                                              2002              2001
                                          -------------     -------------

      Proved properties                    $29,571,336       $30,611,015

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 27,514,977)     ( 28,406,443)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 2,056,359       $ 2,204,572
                                            ==========        ==========


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

                                              2002              2001
                                          -------------     -------------

      Proved properties                    $20,700,114       $20,823,909

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 19,094,527)     ( 19,002,392)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,605,587       $ 1,821,517
                                            ==========        ==========




                                      F-60
<PAGE>




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

                                              2002              2001
                                          ------------      ------------

      Proved properties                    $ 8,861,801       $ 8,917,872

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  8,087,153)     (  8,061,206)
                                            ----------        ----------
            Net oil and gas
               Properties                  $   774,648       $   856,666
                                            ==========        ==========


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

                                              2002              2001
                                          -------------     -------------

      Proved properties                    $14,412,771       $15,061,284

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 12,929,943)     ( 13,499,590)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,482,828       $ 1,561,694
                                            ==========        ==========



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

                                              2002              2001
                                          -------------     -------------

      Proved properties                    $13,109,702       $13,370,356

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 11,684,674)     ( 11,979,059)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,425,028       $ 1,391,297
                                            ==========        ==========



                                      F-61
<PAGE>




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

                                              2002              2001
                                          -------------     -------------

      Proved properties                    $10,615,042       $10,699,918

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  9,303,505)     (  9,275,854)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,311,537       $ 1,424,064
                                            ==========        ==========


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

                                              2002              2001
                                          -------------     -------------

      Proved properties                    $22,694,289       $22,868,866

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 19,872,329)     ( 19,803,257)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 2,821,960       $ 3,065,609
                                            ==========        ==========


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

                                              2002              2001
                                          -------------     -------------

      Proved properties                    $ 5,463,297       $ 5,502,402

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  4,798,942)     (  4,781,259)
                                            ----------        ----------
            Net oil and gas
               Properties                  $   664,355       $   721,143
                                            ==========        ==========




                                      F-62
<PAGE>



      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition  or  exploration  activities  during  2002,  2001,  and 2000.  Costs
incurred by the Partnerships in connection with oil and gas property development
activities during 2002, 2001, and 2000, were as follows:

            Partnership         2002          2001         2000
            -----------       --------      --------     -------

               II-A           $137,449      $149,585     $83,625
               II-B             14,939       492,951      67,336
               II-C              9,993        82,009      27,273
               II-D            116,640       169,317      46,036
               II-E            198,005        51,785      15,129
               II-F             93,456       118,663      29,757
               II-G            197,745       254,554      62,230
               II-H             46,750        61,632      14,394


      Quantities of Proved Oil and Gas Reserves - Unaudited

      The  following  tables   summarize   changes  in  net  quantities  of  the
Partnerships' proved reserves,  all of which are located in the United States of
America,  for the periods  indicated.  The proved reserves at December 31, 2002,
2001, and 2000, were estimated by petroleum  engineers employed by affiliates of
the  Partnerships.  Certain  reserve  information  was  reviewed  by Ryder Scott
Company,   L.P.,  an  independent  petroleum  engineering  firm.  The  following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volumes to differ from the reserve  reports  prepared by the General Partner and
reviewed by Ryder Scott.




                                      F-63
<PAGE>




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

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

Proved reserves, Dec. 31, 1999                   730,031        7,047,401
   Production                                   ( 77,024)      (1,003,723)
   Sales of minerals in
      place                                     ( 14,216)      (    8,706)
   Extensions and discoveries                         12           16,357
   Revision of previous
      estimates                                 ( 90,400)         656,452
                                                 -------        ---------

Proved reserves, Dec. 31, 2000                   548,403        6,707,781
   Production                                   ( 67,519)      (  774,153)
   Sales of minerals in place                       -          (   60,382)
   Extensions and discoveries                     18,433           11,955
   Revision of previous
      estimates                                 (125,788)      (   14,943)
                                                 -------        ---------

Proved reserves, Dec. 31, 2001                   373,529        5,870,258
   Production                                   ( 64,016)      (  821,485)
   Sales of minerals in place                   (  4,154)      (  109,339)
   Extensions and discoveries                     47,104           46,402
   Revision of previous
      estimates                                  165,389          831,714
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   517,852        5,817,550
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2000                             548,403        6,707,781
                                                 =======        =========
   December 31, 2001                             373,529        5,870,258
                                                 =======        =========
   December 31, 2002                             517,852        5,817,550
                                                 =======        =========





                                      F-64
<PAGE>




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

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

Proved reserves, Dec. 31, 1999                   451,787        5,273,295
   Production                                   ( 52,155)      (  707,543)
   Sales of minerals in
      place                                     ( 19,091)      (    6,778)
   Extensions and discoveries                          8            3,084
   Revision of previous
      estimates                                 ( 18,716)         280,103
                                                 -------        ---------

Proved reserves, Dec. 31, 2000                   361,833        4,842,161
   Production                                   ( 49,375)      (  570,423)
   Extensions and discoveries                     58,881           18,379
   Revision of previous
      estimates                                 ( 86,953)      (    7,061)
                                                 -------        ---------

Proved reserves, Dec. 31, 2001                   284,386        4,283,056
   Production                                   ( 40,616)      (  598,159)
   Sales of minerals in place                   (  3,132)            -
   Revision of previous
      estimates                                  118,986          758,648
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   359,624        4,443,545
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2000                             361,833        4,842,161
                                                 =======        =========

   December 31, 2001                             284,386        4,283,056
                                                 =======        =========

   December 31, 2002                             359,624        4,443,545
                                                 =======        =========





                                      F-65
<PAGE>




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

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

Proved reserves, Dec. 31, 1999                   187,281        3,606,449
   Production                                   ( 16,424)      (  398,166)
   Sales of minerals in
      place                                     ( 28,896)      (   11,837)
   Revision of previous
      estimates                                 ( 15,808)         194,596
                                                 -------        ---------

Proved reserves, Dec. 31, 2000                   126,153        3,391,042
   Production                                   ( 14,034)      (  302,093)
   Extensions and discoveries                      8,281            2,345
   Revision of previous
      estimates                                 ( 24,922)         160,543
                                                 -------        ---------

Proved reserves, Dec. 31, 2001                    95,478        3,251,837
   Production                                   ( 14,351)      (  343,662)
   Sales of minerals in place                   (    596)      (  151,771)
   Revision of previous
      estimates                                   48,413          364,064
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   128,944        3,120,468
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2000                             126,153        3,391,042
                                                 =======        =========

   December 31, 2001                              95,478        3,251,837
                                                 =======        =========

   December 31, 2002                             128,944        3,120,468
                                                 =======        =========





                                      F-66
<PAGE>




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

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

Proved reserves, Dec. 31, 1999                   537,111         8,486,921
   Production                                   ( 32,648)       (  836,567)
   Sales of minerals in
      place                                     (269,014)       (   79,651)
   Extensions and discoveries                       -                5,023
   Revision of previous
      estimates                                   18,288           688,616
                                                 -------         ---------

Proved reserves, Dec. 31, 2000                   253,737         8,264,342
   Production                                   ( 18,970)       (  712,930)
   Sales of minerals in
      place                                     ( 28,595)             -
   Extensions and discoveries                      5,656         1,961,987
   Revision of previous
      estimates                                 ( 18,990)       (  121,541)
                                                 -------         ---------

Proved reserves, Dec. 31, 2001                   192,838         9,391,858
   Production                                   ( 31,350)       (  795,913)
   Sales of minerals in
      place                                     (  6,238)       (1,773,652)
   Extensions and discoveries                     20,756           164,024
   Revision of previous
      estimates                                   10,718           962,656
                                                 -------         ---------

Proved reserves, Dec. 31, 2002                   186,724         7,948,973
                                                 =======         =========

PROVED DEVELOPED RESERVES:



   December 31, 2000                             253,737         8,264,342
                                                 =======         =========

   December 31, 2001                             192,838         9,391,858
                                                 =======         =========

   December 31, 2002                             186,724         7,948,973
                                                 =======         =========




                                      F-67
<PAGE>




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

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

Proved reserves, Dec. 31, 1999                   257,061        4,088,078
   Production                                   ( 23,708)      (  611,642)
   Sales of minerals in
      place                                     (  9,137)      (    2,995)
   Extensions and discoveries                        951            1,745
   Revision of previous
      estimates                                    4,556          579,536
                                                 -------        ---------

Proved reserves, Dec. 31, 2000                   229,723        4,054,722
   Production                                   ( 24,064)      (  490,127)
   Sales of minerals in
      place                                     ( 17,957)      (    3,024)
   Revision of previous
      estimates                                 ( 41,174)          82,011
                                                 -------        ---------

Proved reserves, Dec. 31, 2001                   146,528        3,643,582
   Production                                   ( 23,426)      (  488,328)
   Sales of minerals in
      place                                         -          (   13,492)
   Extensions and discoveries                      2,949          120,748
   Revision of previous
      estimates                                   47,113          929,896
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   173,164        4,192,406
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2000                             229,723        4,054,722
                                                 =======        =========

   December 31, 2001                             146,528        3,643,582
                                                 =======        =========

   December 31, 2002                             173,164        4,192,406
                                                 =======        =========






                                      F-68
<PAGE>




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

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

Proved reserves, Dec. 31, 1999                   288,716        3,215,124
   Production                                   ( 25,175)      (  480,967)
   Sales of minerals in
      place                                     (  6,269)      (    8,348)
   Extensions and discoveries                      4,355          198,944
   Revision of previous
      estimates                                    7,483          234,113
                                                 -------        ---------

Proved reserves, Dec. 31, 2000                   269,110        3,158,866
   Production                                   ( 30,965)      (  465,214)
   Sales of minerals in
      place                                     (    781)      (    1,865)
   Extensions and discoveries                      2,802           13,721
   Revision of previous
      estimates                                 ( 21,641)         303,403
                                                 -------        ---------

Proved reserves, Dec. 31, 2001                   218,525        3,008,911
   Production                                   ( 27,894)      (  451,358)
   Sales of minerals in
      place                                         -          (   33,002)
   Extensions and discoveries                      4,759          127,801
   Revision of previous
      estimates                                   34,884          309,929
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   230,274        2,962,281
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2000                             269,110        3,158,866
                                                 =======        =========

   December 31, 2001                             218,525        3,008,911
                                                 =======        =========

   December 31, 2002                             230,274        2,962,281
                                                 =======        =========




                                      F-69
<PAGE>




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


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

Proved reserves, Dec. 31, 1999                   607,214         6,898,144
   Production                                   ( 52,807)       (1,031,148)
   Sales of minerals in
      place                                     ( 13,212)       (   19,115)
   Extensions and discoveries                     10,159           432,005
   Revision of previous
      estimates                                   13,702           499,559
                                                 -------         ---------

Proved reserves, Dec. 31, 2000                   565,056         6,779,445
   Production                                   ( 64,898)       (  992,099)
   Sales of minerals in
      place                                     (  1,657)       (    5,208)
   Extensions and discoveries                      5,979            31,001
   Revision of previous
      estimates                                 ( 45,326)          626,857
                                                 -------         ---------

Proved reserves, Dec. 31, 2001                   459,154         6,439,996
   Production                                   ( 58,467)       (  959,663)
   Sales of minerals in
      place                                         -           (   69,121)
   Extensions and discoveries                     16,826           273,003
   Revision of previous
      estimates                                   66,360           685,765
                                                 -------         ---------

Proved reserves, Dec. 31, 2002                   483,873         6,369,980
                                                 =======         =========

PROVED DEVELOPED RESERVES:

   December 31, 2000                             565,056         6,779,445
                                                 =======         =========

   December 31, 2001                             459,154         6,439,996
                                                 =======         =========

   December 31, 2002                             483,873         6,369,980
                                                 =======         =========





                                      F-70
<PAGE>




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

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

Proved reserves, Dec. 31, 1999                   142,155        1,673,358
   Production                                   ( 12,297)      (  245,490)
   Sales of minerals in
      place                                     (  3,113)      (    4,094)
   Extensions and discoveries                      2,120          106,209
   Revision of previous
      estimates                                    3,017          116,859
                                                 -------        ---------

Proved reserves, Dec. 31, 2000                   131,882        1,646,842
   Production                                   ( 15,054)      (  237,600)
   Sales of minerals in
      place                                     (    391)      (    1,779)
   Extensions and discoveries                        388            7,897
   Revision of previous
      estimates                                 (  9,535)         139,973
                                                 -------        ---------

Proved reserves, Dec. 31, 2001                   107,290        1,555,333
   Production                                   ( 13,577)      (  229,923)
   Sales of minerals in
      place                                         -          (   15,921)
   Extensions and discoveries                      1,519           56,116
   Revision of previous
      estimates                                   17,853          188,329
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   113,085        1,553,934
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2000                             131,882        1,646,842
                                                 =======        =========

   December 31, 2001                             107,290        1,555,333
                                                 =======        =========

   December 31, 2002                             113,085        1,553,934
                                                 =======        =========




                                      F-71
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2002 and 2001 are as
follows:

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

                                                   2002
                              -----------------------------------------------
                                 First      Second       Third      Fourth
                                Quarter     Quarter     Quarter     Quarter
                              ----------- ----------- ----------- -----------

Total Revenues               $  789,152   $1,173,966  $  934,000  $1,083,198
Gross Profit (1)                325,518      834,634     619,024     684,532
Net Income                       89,283      619,972     460,956     474,894
Limited Partners'
   Net Income
   Per Unit                         .15        1.14         .85          .87

                                                   2001
                              -----------------------------------------------
                                 First      Second       Third       Fourth
                                Quarter     Quarter     Quarter     Quarter(2)
                              ----------- ----------- ----------- -----------

Total Revenues               $1,701,369   $1,462,542  $1,060,672  $  757,559
Gross Profit (1)              1,346,743    1,073,412     640,292      95,658
Net Income (Loss)             1,115,562      857,236     415,574 (   555,195)
Limited Partners'
   Net Income (Loss)
   Per Unit                        2.06         1.58         .76 (      1.13)


-----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant wells becoming  uneconomical,  resulting in higher depreciation,
    depletion and amortization charges.



                                      F-72
<PAGE>





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


                                                     2002
                              -----------------------------------------------
                                 First     Second        Third      Fourth
                                Quarter    Quarter      Quarter     Quarter
                              ----------- ----------- ----------- -----------

Total Revenues               $  581,081   $  693,623    $653,379    $707,983
Gross Profit (1)                232,791      451,685     457,951     471,675
Net Income                       51,494      287,730     344,740     290,082
Limited Partners'
   Net Income
   Per Unit                         .11          .70         .86         .70

                                                    2001
                              -----------------------------------------------
                                 First      Second       Third      Fourth
                                Quarter     Quarter     Quarter     Quarter
                              ----------- ----------- ----------- -----------

Total Revenues               $1,336,514   $1,109,643    $771,827    $479,247
Gross Profit (1)              1,109,236      859,733     493,274     181,527
Net Income                      944,864      706,495     350,203      24,973
Limited Partners'
   Net Income
   Per Unit                        2.34         1.75         .86         .05


----------------------
(1) Total revenues less oil and gas production expenses.



                                      F-73
<PAGE>





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


                                                    2002
                              ------------------------------------------------
                                 First     Second        Third      Fourth
                                Quarter    Quarter      Quarter     Quarter(2)
                              ----------- ----------- ----------- ------------

Total Revenues                $268,077     $338,202     $325,234    $474,418
Gross Profit (1)               124,101      244,733      238,388     366,641
Net Income                      36,398      166,179      188,038     302,546
Limited Partners'
   Net Income
   Per Unit                        .19          .95         1.09        1.75

                                                    2001
                              -----------------------------------------------
                                 First      Second      Third       Fourth
                                Quarter     Quarter    Quarter      Quarter
                              ----------- ----------- ----------- ------------

Total Revenues                $601,551     $523,962    $353,511     $194,675
Gross Profit (1)               485,332      425,448     254,529       72,531
Net Income                     402,194      355,110     187,300          470
Limited Partners'
   Net Income (Loss)              2.33         2.05        1.08    (     .01)
   Per Unit


----------------------
(1)   Total revenues less oil and gas production expenses.
(2)   Significant  increase  in  Fourth  Quarter  Net  Income  resulted  from
      the gain on sale of several properties.



                                      F-74
<PAGE>




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


                                                   2002
                              ------------------------------------------------
                                 First     Second       Third      Fourth
                                Quarter    Quarter     Quarter     Quarter(3)
                              ----------- ----------- ----------- ------------

Total Revenues               $  538,200   $  809,677    $787,921   $1,980,869
Gross Profit (1)                247,999      605,024     564,516    1,812,881
Net Income                       83,003      442,237     458,518    1,691,929
Limited Partners'
   Net Income
   Per Unit                        .22          1.24        1.31         4.83

                                                   2001
                              ------------------------------------------------
                                 First      Second       Third     Fourth
                                Quarter     Quarter     Quarter    Quarter(2)
                              ----------- ----------- ----------- ------------

Total Revenues               $1,339,703   $1,132,406    $688,145   $  564,362
Gross Profit (1)              1,083,674      841,186     378,913      223,753
Net Income (Loss)               930,947      709,460     242,992  (    65,530)
Limited Partners'
   Net Income (Loss)               2.65         2.02         .68  (       .24)
   Per Unit

----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant wells becoming  uneconomical,  resulting in higher depreciation,
    depletion and amortization charges.
(3) Significant  increase in Fourth Quarter Net Income resulted from the gain on
    sale of several properties.




                                      F-75
<PAGE>





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


                                                  2002
                              ------------------------------------------------
                                 First     Second       Third      Fourth
                                Quarter    Quarter     Quarter     Quarter
                              ----------- ----------- ----------- -----------

Total Revenues                $399,243     $494,187    $589,514     $493,877
Gross Profit (1)               242,077      363,404     461,502      381,570
Net Income                     100,318      238,745     371,872      296,833
Limited Partners'
   Net Income
   Per Unit                       .37          .92        1.45         1.16

                                                  2001
                              ------------------------------------------------
                                 First     Second        Third      Fourth
                                Quarter    Quarter      Quarter    Quarter(2)
                              ----------- ----------- ----------- -----------

Total Revenues                $938,968     $762,473    $488,377      $449,222
Gross Profit (1)               763,378      595,607     320,663       140,701
Net Income (Loss)              638,079      481,211     208,439     (  92,271)
Limited Partners'
   Net Income (Loss)              2.49         1.88         .80     (     .43)
   Per Unit


----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant wells becoming  uneconomical,  resulting in higher depreciation,
    depletion and amortization charges.




                                      F-76
<PAGE>




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


                                                     2002
                              -------------------------------------------------
                                 First     Second       Third      Fourth
                                Quarter    Quarter     Quarter     Quarter
                              ----------- ----------- ----------- -----------

Total Revenues                 $417,293    $476,813    $528,079     $531,009
Gross Profit (1)                275,744     383,219     423,224      449,021
Net Income                      158,187     287,067     329,817      341,548
Limited Partners'
   Net Income
   Per Unit                         .80        1.49        1.71         1.76

                                                     2001
                              ------------------------------------------------
                                 First      Second      Third        Fourth
                                Quarter     Quarter    Quarter     Quarter(2)
                              ----------- ----------- ----------- -----------

Total Revenues                 $825,777    $782,724    $504,675     $414,340
Gross Profit (1)                688,441     658,001     367,218      309,974
Net Income                      572,885     549,055     264,316      136,526
Limited Partners'
   Net Income                       2.98       2.86        1.36          .65
   Per Unit



----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant wells becoming  uneconomical,  resulting in higher depreciation,
    depletion and amortization charges.




                                      F-77
<PAGE>




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


                                                  2002
                              -----------------------------------------------
                                 First     Second       Third       Fourth
                                Quarter    Quarter     Quarter      Quarter
                              ----------- ----------- ----------- -----------

Total Revenues               $  883,474   $1,011,416  $1,117,354  $1,123,142
Gross Profit (1)                582,126      811,752     892,576     948,729
Net Income                      343,653      609,560     694,566     719,623
Limited Partners'
   Net Income
   Per Unit                         .80         1.45        1.66       1.71

                                                   2001
                              -----------------------------------------------
                                 First     Second       Third       Fourth
                                Quarter    Quarter     Quarter    Quarter(2)
                              ----------- ----------- ----------- -----------

Total Revenues               $1,754,543   $1,667,262  $1,069,060  $  879,423
Gross Profit (1)              1,461,563    1,399,769     776,907     656,447
Net Income                    1,230,769    1,166,559     556,509     284,121
Limited Partners'
   Net Income                      2.95         2.79        1.32         .63
   Per Unit


----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant wells becoming  uneconomical,  resulting in higher depreciation,
    depletion and amortization charges.




                                      F-78
<PAGE>





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


                                                     2002
                              -----------------------------------------------
                                 First     Second       Third      Fourth
                                Quarter    Quarter     Quarter     Quarter
                              ----------- ----------- ----------- -----------

Total Revenues                $208,773     $239,133    $265,143     $266,994
Gross Profit (1)               136,605      191,298     210,700      224,136
Net Income                      69,326      139,032     160,567      167,785
Limited Partners'
   Net Income
   Per Unit                        .65         1.35        1.55         1.62

                                                     2001
                              ------------------------------------------------
                                 First      Second       Third      Fourth
                                Quarter     Quarter     Quarter   Quarter(2)
                              ----------- ----------- ----------- -----------

Total Revenues                $417,812     $397,415    $253,545    208,585
Gross Profit (1)               347,453      332,733     182,307    154,246
Net Income                     280,270      276,390     128,903     62,006
Limited Partners'
   Net Income                     2.73         2.68        1.24        .55
   Per Unit

----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant wells becoming  uneconomical,  resulting in higher depreciation,
    depletion and amortization charges.




                                      F-79
<PAGE>






                               INDEX TO EXHIBITS
                               -----------------

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

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

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

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

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

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

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

 4.7     Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996, for the Geodyne



                                      F-80
<PAGE>



         Energy Income Limited  Partnership II-A, filed as Exhibit 4.7 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

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

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

 4.10    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited  Partnership  II-B,  filed as Exhibit 4.10 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

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

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

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

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



                                      F-81
<PAGE>




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

 4.16    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited  Partnership  II-B,  filed as Exhibit 4.16 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

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

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

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

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

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

 4.22    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy  Income  Limited Partnership II-C, filed as
         Exhibit 4.22 to Annual Report



                                      F-82
<PAGE>



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

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

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

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

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

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

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

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



                                      F-83
<PAGE>



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

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

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

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

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

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

 4.36    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.37    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period
         ended December



                                      F-84
<PAGE>



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

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

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

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

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

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

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

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

 4.44    Second Amendment  to  Agreement and Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy



                                      F-85
<PAGE>



         Income Limited Partnership II-F, filed as Exhibit 4.44 to Annual Report
         on Form 10-K405 for period ended December 31, 2001,  filed with the SEC
         on February 26, 2002 and is hereby incorporated by reference.

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

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

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

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

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

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

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



                                      F-86
<PAGE>



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

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

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

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

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

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

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

 4.59    Agreement and Certificate of Limited Partnership dated May 17, 1989 for
         the Geodyne Energy Income Limited  Partnership  II-H,  filed as Exhibit
         4.59 to Annual  Report on Form  10-K405 for period  ended  December 31,
         2001, filed with the



                                      F-87
<PAGE>



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

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

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

 4.62    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

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

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

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

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

 4.67    Third Amendment to Certificate of  Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income



                                      F-88
<PAGE>



         Limited  Partnership  II-H,  filed as Exhibit 4.67 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

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

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

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

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

 10.5    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-B,  filed as  Exhibit  10.5 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

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

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

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



                                      F-89
<PAGE>



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

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

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

 10.12   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-C,  filed as Exhibit  10.12 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

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

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

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

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

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



                                      F-90
<PAGE>



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

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

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

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

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

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

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

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

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



                                      F-91
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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



                                      F-92
<PAGE>



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

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

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

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

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

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

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

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

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

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


        All other Exhibits are omitted as inapplicable.

        ----------

        *Filed herewith.



                                      F-93
<PAGE>