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, 2004

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
          -----

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

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

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


                  DOCUMENTS INCORPORATED BY REFERENCE:  None

                                      -2-
<PAGE>


                                   FORM 10-K
                               TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES.................................................9
      ITEM 3.     LEGAL PROCEEDINGS.........................................29
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF
                  LIMITED PARTNERS..........................................29

PART II.....................................................................29
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......29
      ITEM 6.     SELECTED FINANCIAL DATA...................................32
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................41
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................68
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............68
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................68
      ITEM 9A.    CONTROLS AND PROCEDURES...................................68
      ITEM 9B.    OTHER INFORMATION.........................................69

PART III....................................................................69
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...69
      ITEM 11.    EXECUTIVE COMPENSATION....................................70
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT.....................................80
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............82
      ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES....................83

PART IV.....................................................................84
      ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES................84

      SIGNATURES...........................................................104




                                      -3-
<PAGE>




                                    PART I.

ITEM 1.    BUSINESS

      General

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

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

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

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

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




                                      -4-
<PAGE>




Investment Company and its various corporate subsidiaries, including the General
Partner  (collectively  "Samson"),  are primarily  engaged in the production and
development of and  exploration for oil and gas reserves and the acquisition and
operation of producing properties.  At December 31, 2004, Samson owned interests
in  approximately  16,000  oil and gas wells  located in 18 states of the United
States and the countries of Canada,  Venezuela,  and Australia.  At December 31,
2004, Samson operated approximately 5,000 oil and gas wells located in 14 states
of the United States, as well as Canada, Venezuela, and Australia.

      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,  2005,  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 second two-year  extension  thereby  extending their  termination  date to
December 31, 2005. 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.  However,  substantial increases in the
price of steel may increase the costs of any future  workover,  recompletion  or
drilling activities conducted by the Partnerships.


      Competition and Marketing

      The primary source of liquidity and Partnership cash  distributions  comes
from the net revenues  generated  from the sale of oil and gas produced from the
Partnerships'  oil and gas  properties.  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.

      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



                                      -6-
<PAGE>



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, 2004:

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

   II-A          Cinergy Marketing Company ("Cinergy")             16.1%
                 BP America Production Company                     14.8%
                 Duke Energy Field Services Inc. ("Duke")          12.3%

   II-B          Cinergy                                           24.1%
                 Citation Oil & Gas Corp. ("Citation")             13.1%

   II-C          Cinergy                                           22.3%
                 Citation                                          11.6%

   II-D          Cinergy                                           17.0%
                 Whiting Petroleum Corporation                     11.8%
                 Vintage Petroleum, Inc.                           10.3%

   II-E          Cinergy                                           25.1%

   II-F          Duke                                              14.7%
                 Cinergy                                           12.3%
                 Chevron USA, Inc.                                 10.0%

   II-G          Duke                                              14.9%
                 Cinergy                                           12.2%

   II-H          Duke                                              15.1%
                 Cinergy                                           11.9%


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




                                      -7-
<PAGE>



      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, 2004.

                          Well Statistics(1)
                       As of December 31, 2004

        Number of Gross Wells(2)     Number of Net Wells(3)
        ------------------------     ----------------------
        P/ship  Total  Oil  Gas        Total   Oil    Gas
        ------  -----  ---  ---        -----  -----  -----
         II-A   1,016  742  274        42.65  25.36  17.29
         II-B     203   90  113        24.78  12.97  11.81
         II-C     288  109  179         9.49   2.80   6.69
         II-D     213   75  138        23.26   2.86  20.40
         II-E     868  613  255        11.20   3.69   7.51
         II-F     874  609  265        11.76   2.94   8.82
         II-G     874  609  265        25.38   6.20  19.18
         II-H     874  609  265         6.22   1.46   4.76

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

(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.

                                      -9-
<PAGE>

      For example,  a 15% working  interest in a well represents one gross well,
      but 0.15 net well.


      Drilling Activities

      During the year ended  December 31,  2004,  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
-----------------    ---------   ---   --------    --------    ----  -----------
Freda #1-11          Grady       OK      -          0.0018     Gas   Producing
Hedgecock #4-12      Caddo       OK      -          0.0054     Gas   Producing
Inlow #3-11          Caddo       OK      -          0.0039     Gas   Producing
Inlow #4-11          Caddo       OK      -          0.0039     Gas   Producing
Brown Foundation     Washita     OK      -          0.0035     Gas   Producing
 #5-14
Brown Foundation     Washita     OK      -          0.0028     Gas   Producing
 #6-14
Flaming #3-20        Washita     OK      -          0.0006     Gas   Producing
Katie #4-11          Washita     OK      -          0.0074     Gas   Producing
Chandra #1-4         Caddo       OK      -          0.0052     Oil   Producing
Ramey #1-13          Woodward    OK     0.0087      0.0071     Oil   Producing
Farris Ranch #31-2   Dewey       OK      -          0.0004     N/A   In Progress
Jo-Mill Unit
 (27 new wells)      Borden      TX     0.0025      0.0022     Oil   Producing


II-B Partnership
                                       Working     Revenue
    Well Name         County     St.   Interest    Interest    Type     Status
-----------------    ---------   ---   --------    --------    ----  -----------
Brown Foundation     Washita     OK      -          0.0057     Gas   Producing
 #5-14
Brown Foundation     Washita     OK      -          0.0046     Gas   Producing
 #6-14
Flaming #3-20        Washita     OK      -          0.0010     Gas   Producing
Katie #4-11          Washita     OK      -          0.0057     Gas   Producing
Farris Ranch #31-2   Dewey       OK      -          0.0018     N/A   In Progress


II-C Partnership
                                       Working     Revenue
    Well Name         County     St.   Interest    Interest    Type     Status
-----------------    ---------   ---   --------    --------    ----  -----------
Huls #2-24           Washita     OK      -          0.0015     Gas   Producing
Huls #3-24           Washita     OK      -          0.0015     Gas   Producing
Stella-Killebrew #2  Roberts     TX      -          0.0001     Gas   Producing
Brown Foundation     Washita     OK      -          0.0024     Gas   Producing
 #5-14



                                      -10-
<PAGE>



Brown Foundation        Washita     OK     -        0.0020     Gas   Producing
 #6-14
Flaming #3-20           Washita     OK     -        0.0004     Gas   Producing
Katie #4-11             Washita     OK     -        0.0025     Gas   Producing
Farris Ranch #31-2      Dewey       OK     -        0.0003     N/A   In Progress


II-D Partnership
                                         Working   Revenue
    Well Name            County     St.  Interest  Interest    Type     Status
-----------------       ---------   ---  --------  --------    ----  -----------
Huls #2-24              Washita     OK     -        0.0017     Gas   Producing
Huls #3-24              Washita     OK     -        0.0017     Gas   Producing
Stella-Killebrew
 #2                     Roberts     TX     -        0.0011     Gas   Producing


II-E Partnership
                                         Working   Revenue
    Well Name            County     St.  Interest  Interest    Type     Status
-----------------       ---------   ---  --------  --------    ----  -----------
Wilson A-#2             Roger       OK    0.0001    0.0001     Gas   Producing
                         Mills
Bryant #5-44            Wheeler     TX     -        0.0012     Gas   Producing
Black Tiger #1          Seminole    OK    0.0021    0.0021     Oil   Producing
Armstrong #1-640.5H     Dimmit      TX     -        0.0042     N/A   Shut-in
Ward #17-1              Howard      TX     -        0.0042     Gas   Producing
Hill, Wess #13          Sutton      TX     -        0.0001     Gas   Producing
Davis, N B #16          Sutton      TX     -        0.0003     Gas   Producing
Miers, W A #17          Sutton      TX     -        0.0001     Gas   Producing
Hill, Wess #14          Sutton      TX     -        0.0001     Gas   Producing
Garner 12 #1            Terrell     TX    0.0021    0.0017     Gas   Producing
Emperor #24-1 (RY)      Winkler     TX     -        0.0006     Gas   Producing
Hill, Wess #16          Sutton      TX     -        0.0001     Gas   Producing
Hill, Wess #15          Sutton      TX     -        0.0001     Gas   Producing
Cox 27 #3 (RY)          Upton       TX     -        0.0038     Gas   Producing
Andrews Waterflood
 Unit (3 new wells)     Andrews     TX    0.0011    0.0011     Oil   Producing
Resler B3 (RY)          Lea         NM     -        0.0005     Oil   Producing
Resler B2 (RY)          Lea         NM     -        0.0005     Oil   Producing
Resler A1 (RY)          Lea         NM     -        0.0005     Oil   Producing
Neal 30 #1 Re-Entry     Upton       TX     -        0.0007     Oil   Producing
Taylor 17 #1            Howard      TX     -        0.0033     N/A   In Progress
Owens 17 #1             Crockett    TX    0.0042    0.0042     N/A   Dry Hole
Tribal C 4B             Rio         NM     -        0.0001     Gas   Producing
                         Arriba
Jenney #1B              Rio         NM     -        0.0006     N/A   In Progress
                         Arriba
Hoyt #2C                Rio
 (MV/Dakota)            Arriba      NM     -        0.0001     N/A   Shut-in
Hardy Percy #9 &
 #10                    Lea         NM     -        0.0017     Oil   Producing





                                      -11-
<PAGE>



II-F Partnership
                                          Working    Revenue
    Well Name            County     St.   Interest   Interest   Type   Status
-----------------       ---------   ---   --------   --------   ----  ----------
Wilson A #2             Roger       OK     0.0002    0.0002     Gas  Producing
                         Mills
Bryant #5-44            Wheeler     TX       -       0.0030     Gas  Producing
Black Tiger #1          Seminole    OK     0.0051    0.0051     Oil  Producing
Armstrong #1-640.5H     Dimmit      TX       -       0.0101     N/A  Shut-in
Ward #17-1              Howard      TX       -       0.0101     Gas  Producing
Hill, Wess #13          Sutton      TX       -       0.0003     Gas  Producing
Davis, N B #16          Sutton      TX       -       0.0006     Gas  Producing
Miers, W A #17          Sutton      TX       -       0.0003     Gas  Producing
Hill, Wess #14          Sutton      TX       -       0.0003     Gas  Producing
Garner 12 #1            Terrell     TX     0.0052    0.0042     Gas   Producing
Emperor #24-1 (RY)      Winkler     TX       -       0.0015     Gas  Producing
Hill, Wess #16          Sutton      TX       -       0.0003     Gas  Producing
Hill, Wess #15          Sutton      TX       -       0.0003     Gas  Producing
Cox 27 #3 (RY)          Upton       TX       -       0.0092     Gas  Producing
Andrews Waterflood
 Unit (3 new wells)     Andrews     TX     0.0028    0.0028     Oil   Producing
Resler B3 (RY)          Lea         NM       -       0.0013     Oil  Producing
Resler B2 (RY)          Lea         NM       -       0.0013     Oil  Producing
Resler A1 (RY)          Lea         NM       -       0.0013     Oil  Producing
Neal 30 #1 Re-Entry     Upton       TX       -       0.0018     Oil  Producing
Taylor 17 #1            Howard      TX       -       0.0081     N/A  In Progress
Owens 17 #1             Crockett    TX     0.0101    0.0101     N/A  Dry Hole
Tribal C 4B             Rio         NM       -       0.0000     Gas  Producing
                         Arriba
Jenney #1B              Rio         NM       -       0.0002     N/A  In Progress
                         Arriba
Hoyt #2C                Rio
 (MV/Dakota)            Arriba      NM       -       0.0000     N/A  Shut-in
Hardy Percy #9 &
 #10                    Lea         NM       -       0.0041     Oil  Producing


II-G Partnership
                                          Working    Revenue
    Well Name            County     St.   Interest   Interest   Type   Status
-----------------       ---------   ---   --------   --------   ----  ----------
Wilson A #2             Roger       OK     0.0004    0.0004     Gas  Producing
                         Mills
Bryant #5-44            Wheeler     TX       -       0.0064     Gas  Producing
Black Tiger #1          Seminole    OK     0.0106    0.0106     Oil  Producing
Armstrong #1-640.5H     Dimmit      TX       -       0.0212     N/A  Shut-in
Ward #17-1              Howard      TX       -       0.0212     Gas  Producing
Hill, Wess #13          Sutton      TX       -       0.0007     Gas  Producing
Davis, N B #16          Sutton      TX       -       0.0014     Gas  Producing
Miers, W A #17          Sutton      TX       -       0.0007     Gas  Producing
Hill, Wess #14          Sutton      TX       -       0.0007     Gas  Producing
Garner 12 #1            Terrell     TX     0.0109    0.0088     Gas  Producing
Emperor #24-1 (RY)      Winkler     TX       -       0.0032     Gas  Producing
Hill, Wess #16          Sutton      TX       -       0.0007     Gas  Producing



                                      -12-
<PAGE>



Hill, Wess #15          Sutton      TX       -       0.0007     Gas  Producing
Cox 27 #3 (RY)          Upton       TX       -       0.0192     Gas  Producing
Andrews Waterflood
 Unit (3 new wells)     Andrews     TX      0.0058   0.0058     Oil  Producing
Resler B3 (RY)          Lea         NM       -       0.0027     Oil  Producing
Resler B2 (RY)          Lea         NM       -       0.0027     Oil  Producing
Resler A1 (RY)          Lea         NM       -       0.0027     Oil  Producing
Neal 30 #1 Re-Entry     Upton       TX       -       0.0037     Oil  Producing
Taylor 17 #1            Howard      TX       -       0.0170     N/A  In Progress
Owens 17 #1             Crockett    TX      0.0212   0.0212     N/A  Dry Hole
Tribal C 4B             Rio         NM       -       0.0002     Gas  Producing
                         Arriba
Jenney #1B              Rio         NM       -       0.0007     N/A  In Progress
                         Arriba
Hoyt #2C                Rio
 (MV/Dakota)             Arriba     NM       -       0.0001     N/A  Shut-in
Hardy Percy #9 &
 #10                    Lea         NM       -       0.0085     Oil  Producing


II-H Partnership
                                          Working    Revenue
    Well Name            County     St.   Interest   Interest   Type  Status
-----------------       ---------   ---   --------   --------   ---- ----------
Wilson A #2             Roger       OK     0.0001     0.0001    Gas  Producing
                         Mills
Bryant #5-44            Wheeler     TX       -        0.0015    Gas  Producing
Black Tiger #1          Seminole    OK     0.0025     0.0025    Oil  Producing
Armstrong #1-640.5H     Dimmit      TX       -        0.0049    N/A  Shut-in
Ward #17-1              Howard      TX       -        0.0049    Gas  Producing
Hill, Wess #13          Sutton      TX       -        0.0002    Gas  Producing
Davis, N B #16          Sutton      TX       -        0.0003    Gas  Producing
Miers, W A #17          Sutton      TX       -        0.0002    Gas  Producing
Hill, Wess #14          Sutton      TX       -        0.0002    Gas  Producing
Garner 12 #1            Terrell     TX     0.0025     0.0020    Gas   Producing
Emperor #24-1 (RY)      Winkler     TX       -        0.0007    Gas  Producing
Hill, Wess #16          Sutton      TX       -        0.0002    Gas  Producing
Hill, Wess #15          Sutton      TX       -        0.0002    Gas  Producing
Cox 27 #3 (RY)          Upton       TX       -        0.0045    Gas  Producing
Andrews Waterflood
  Unit(3 new wells)     Andrews     TX     0.0013     0.0014    Oil   Producing
Resler B3 (RY)          Lea         NM       -        0.0006    Oil  Producing
Resler B2 (RY)          Lea         NM       -        0.0006    Oil  Producing
Resler A1 (RY)          Lea         NM       -        0.0006    Oil  Producing
Neal 30 #1 Re-Entry     Upton       TX       -        0.0009    Oil  Producing
Taylor 17 #1            Howard      TX       -        0.0039    N/A  In Progress
Owens 17 #1             Crockett    TX     0.0049     0.0049    N/A  Dry Hole
Tribal C 4B             Rio         NM       -        0.0001    Gas  Producing
                         Arriba
Jenney #1B              Rio         NM       -        0.0003    N/A  In Progress
                         Arriba
Hoyt #2C                Rio
 (MV/Dakota)             Arriba     NM       -        0.0000    N/A  Shut-in




                                      -13-
<PAGE>



Hardy Percy #9 &
 #10                    Lea         NM       -        0.0020    Oil  Producing


      Oil and Gas Production, Revenue, and Price History

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

                              Net Production Data

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

                                          Year Ended December 31,
                                    ----------------------------------------
                                       2004           2003           2002
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           65,565         74,313         64,016
   Gas (Mcf)                           646,674        717,179        821,485

Oil and gas sales:
   Oil                              $2,484,192     $2,078,263     $1,499,533
   Gas                               3,457,506      3,502,160      2,282,330
                                     ---------      ---------      ---------
     Total                          $5,941,698     $5,580,423     $3,781,863
                                     =========      =========      =========
Total direct operating
   expenses                         $1,540,000     $1,407,759     $1,516,608
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         25.9%          25.2%          40.1%

Average sales price:
   Per barrel of oil                    $37.89         $27.97         $23.42
   Per Mcf of gas                         5.35           4.88           2.78

Direct operating expenses per
   equivalent Bbl of oil                $ 8.88         $ 7.26         $ 7.55




                                      -14-
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    ----------------------------------------
                                       2004           2003           2002
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           42,473         43,725         40,616
   Gas (Mcf)                           535,070        548,582        598,159

Oil and gas sales:
   Oil                              $1,655,352     $1,282,628     $  983,366
   Gas                               2,730,383      2,574,612      1,629,566
                                     ---------      ---------      ---------
     Total                          $4,385,735     $3,857,240     $2,612,932
                                     =========      =========      =========
Total direct operating
   expenses                         $1,140,240     $  998,312     $1,021,964
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         26.0%          25.9%          39.1%

Average sales price:
   Per barrel of oil                    $38.97         $29.33         $24.21
   Per Mcf of gas                         5.10           4.69           2.72

Direct operating expenses per
   equivalent Bbl of oil                $ 8.66         $ 7.39         $ 7.28




                                      -15-
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    ----------------------------------------
                                       2004           2003           2002
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           15,365         15,806         14,351
   Gas (Mcf)                           301,090        315,371        343,662

Oil and gas sales:
   Oil                              $  597,955     $  465,997     $  352,930
   Gas                               1,521,252      1,432,288        931,491
                                     ---------      ---------      ---------
     Total                          $2,119,207     $1,898,285     $1,284,421
                                     =========      =========      =========
Total direct operating
   expenses                         $  524,010     $  484,633     $  432,068
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         24.7%          25.5%          33.6%

Average sales price:
   Per barrel of oil                    $38.92         $29.48         $24.59
   Per Mcf of gas                         5.05           4.54           2.71

Direct operating expenses per
   equivalent Bbl of oil                $ 7.99         $ 7.09         $ 6.03




                                      -16-
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    ----------------------------------------
                                       2004           2003           2002
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           25,312         23,482         31,350
   Gas (Mcf)                           674,131        724,786        795,913

Oil and gas sales:
   Oil                              $  970,924     $  672,785     $  728,533
   Gas                               3,425,727      3,226,165      2,128,408
                                     ---------      ---------      ---------
     Total                          $4,396,651     $3,898,950     $2,856,941
                                     =========      =========      =========
Total direct operating
   expenses                         $1,166,926     $1,075,751     $  886,247
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         26.5%          27.6%          31.0%

Average sales price:
   Per barrel of oil                    $38.36         $28.65         $23.24
   Per Mcf of gas                         5.08           4.45           2.67

Direct operating expenses per
   equivalent Bbl of oil                $ 8.48         $ 7.46         $ 5.40




                                      -17-
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    ----------------------------------------
                                       2004           2003           2002
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           18,135         19,131         23,426
   Gas (Mcf)                           409,863        467,472        488,328

Oil and gas sales:
   Oil                              $  686,966     $  561,004     $  566,653
   Gas                               2,101,949      2,186,172      1,387,404
                                     ---------      ---------      ---------
     Total                          $2,788,915     $2,747,176     $1,954,057
                                     =========      =========      =========
Total direct operating
   expenses                         $  683,739     $  664,928     $  528,268
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         24.5%          24.2%          27.0%

Average sales price:
   Per barrel of oil                    $37.88         $29.32         $24.19
   Per Mcf of gas                         5.13           4.68           2.84

Direct operating expenses per
   equivalent Bbl of oil                $ 7.91         $ 6.85         $ 5.04




                                      -18-
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    ----------------------------------------
                                       2004           2003           2002
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           26,083         24,828         27,894
   Gas (Mcf)                           402,717        442,255        451,358

Oil and gas sales:
   Oil                              $  950,141     $  705,160     $  663,274
   Gas                               1,925,993      1,934,121      1,236,733
                                     ---------      ---------      ---------
     Total                          $2,876,134     $2,639,281     $1,900,007
                                     =========      =========      =========
Total direct operating
   expenses                         $  608,955     $  573,207     $  421,986
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         21.2%          21.7%          22.2%

Average sales price:
   Per barrel of oil                    $36.43         $28.40         $23.78
   Per Mcf of gas                         4.78           4.37           2.74

Direct operating expenses per
   equivalent Bbl of oil                $ 6.53         $ 5.82         $ 4.09




                                      -19-
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    ----------------------------------------
                                       2004           2003           2002
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           54,665         52,045         58,467
   Gas (Mcf)                           859,114        941,870        959,663

Oil and gas sales:
   Oil                              $1,991,518     $1,478,077     $1,389,987
   Gas                               4,125,357      4,127,614      2,633,819
                                     ---------      ---------      ---------
     Total                          $6,116,875     $5,605,691     $4,023,806
                                     =========      =========      =========
Total direct operating
   expenses                         $1,300,804     $1,221,171     $  900,203
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         21.3%          21.8%          22.4%

Average sales price:
   Per barrel of oil                    $36.43         $28.40         $23.77
   Per Mcf of gas                         4.80           4.38           2.74

Direct operating expenses per
   equivalent Bbl of oil                $ 6.57         $ 5.84         $ 4.12





                                      -20-
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    ----------------------------------------
                                       2004           2003           2002
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           12,688         12,082        13,577
   Gas (Mcf)                           206,905        226,604       229,923

Oil and gas sales:
   Oil                              $  462,355     $  343,099      $322,666
   Gas                                 997,695        992,693       631,670
                                     ---------      ---------       -------
     Total                          $1,460,050     $1,335,792      $954,336
                                     =========      =========       =======
Total direct operating
   expenses                         $  314,459     $  295,355      $217,304
                                     =========      =========       =======

Direct operating expenses
   as a percentage of oil
   and gas sales                         21.5%          22.1%         22.8%

Average sales price:
   Per barrel of oil                    $36.44         $28.40        $23.77
   Per Mcf of gas                         4.82           4.38          2.75

Direct operating expenses per
   equivalent Bbl of oil                $ 6.67         $ 5.92        $ 4.19





                                      -21-
<PAGE>



      Proved Reserves and Net Present Value

      The following table sets forth each Partnership's estimated proved oil and
gas reserves  and net present  value  therefrom  as of December  31,  2004.  The
schedule  of  quantities  of proved oil and gas  reserves  was  prepared  by the
General  Partner in accordance  with the rules  prescribed by the Securities and
Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by
Ryder Scott Company,  L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report,  "proved  reserves" refers to those
estimated  quantities of crude oil, gas, and gas liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years from known oil and gas  reservoirs  under  existing  economic  and
operating conditions.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated  future  development  costs,  discounted at 10% per annum. Net present
value  attributable to the  Partnerships'  proved reserves was calculated on the
basis of current  costs and prices at December  31,  2004.  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,  2004  ($43.36  per  barrel  and  $6.02  per Mcf,
respectively) were higher than the prices in effect on December 31, 2003 ($29.25
per barrel and $5.77 per Mcf, respectively). 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, 2004 to be higher than
the  previous  estimates  and values at December  31,  2003.  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, 2004.  There can be no assurance that the prices used
in calculating  the net present value of the  Partnerships'  proved  reserves at
December 31, 2004 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



                                      -22-
<PAGE>



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, 2004 (1)

II-A Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  6,276,815
      Oil and liquids (Bbls)                                       640,885
   Net Present Value (discounted at 10% per annum)             $22,577,646


II-B Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  4,820,010
      Oil and liquids (Bbls)                                       464,848
   Net Present Value (discounted at 10% per annum)             $16,786,623


II-C Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,453,278
      Oil and liquids (Bbls)                                       165,761
   Net Present Value (discounted at 10% per annum)             $10,385,490


II-D Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  9,092,389
      Oil and liquids (Bbls)                                       187,315
   Net Present Value (discounted at 10% per annum)             $23,002,363


II-E Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  4,984,738
      Oil and liquids (Bbls)                                       180,202
   Net Present Value (discounted at 10% per annum)             $13,207,547


II-F Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,712,870
      Oil and liquids (Bbls)                                       341,736
   Net Present Value (discounted at 10% per annum)             $13,041,206



                                      -23-
<PAGE>



II-G Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  7,960,566
      Oil and liquids (Bbls)                                       716,461
   Net Present Value (discounted at 10% per annum)             $27,697,953


II-H Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                 1,928,846
      Oil and liquids (Bbls)                                      166,923
   Net Present Value (discounted at 10% per annum)             $6,599,223

----------

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


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


      Significant Properties

      The   following   table  sets  forth  the  number  and   percent  of  each
Partnership's  total wells which are operated by affiliates of the  Partnerships
as of December 31, 2004:

                                 Operated Wells
                  -------------------------------------------
                  Partnership       Number             Percent
                  -----------       ------             -------
                       II-A           69                 6%
                       II-B           42                18%
                       II-C           60                17%
                       II-D           38                14%
                       II-E           40                 2%
                       II-F           56                 2%
                       II-G           56                 2%
                       II-H           56                 2%


      The following tables set forth certain well and reserve  information as of
December 31, 2004 for the basins in which the



                                      -24-
<PAGE>



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

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




                                      -25-
<PAGE>



<TABLE>
<CAPTION>

                                     Significant Properties as of December 31, 2004
                                     ----------------------------------------------

                                                                   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           124       8.01        76        200       35      18%    35,616     3,409,255      $8,753,779
      Permian            441       2.50         4        445       13       3%   140,607     1,137,557       4,103,530
      Gulf Coast         274      12.26         -        274        -       -    120,125       350,867       2,437,062


II-B Partnership:
      Anadarko            40       4.46        18         58       12      21%    16,675     1,932,799     $4,646,137
      Uinta               15       1.53         3         18        -       -    205,159       390,381      3,413,825
      Permian             15       1.79         -         15       13      87%    35,836     1,163,643      2,936,443
      Southern Okla.
       Folded Belt        16       4.62         2         18       16      89%    70,766       883,095      2,885,159


II-C Partnership:
      Anadarko            87       4.28        40        127       18      14%    16,051     1,752,931     $4,668,748
      Southern Okla.
       Folded Belt        19       2.08         2         21       19      90%    30,828       571,730      1,673,448
      Uinta               15        .66         3         18        -       -     87,926       166,934      1,461,904
      Permian             17        .81         2         19       13      68%    16,148       582,981      1,379,688


II-D Partnership:
      Anadarko            54       7.39        22         76        8      11%    24,403     3,428,372     $8,894,711
      Sacramento          42       6.93         -         42        -       -       -        1,361,722      3,745,801
      Permian              7       1.50         3         10        4      40%     9,943     1,759,401      2,574,915
      Gulf Coast          17       2.57         4         21       12      57%    28,099       775,976      2,207,271

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



                                      -26-
<PAGE>


<TABLE>
<CAPTION>


                                     Significant Properties as of December 31, 2004
                                     ----------------------------------------------

                                                                 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            724      3.98       1,373    2,097       6       -     131,093     2,081,747    $ 5,497,757
      Anadarko            50      1.96          20       70      20      29%      4,882     1,325,007      3,279,536
      Southern Okla.
       Folded Belt         1       .18           -        1       1     100%      5,605       876,963      2,148,229


II-F Partnership:
      Permian            719      6.50       1,373    2,092       2       -     317,955     1,923,957    $ 8,245,737
      Anadarko            58      2.20          22       80      26      33%      4,605     1,387,577      3,675,681


II-G Partnership:
      Permian            719     13.59       1,373    2,092       2       -     664,170     4,023,920    $17,237,053
      Anadarko            58      4.68          22       80      26      33%      9,882     2,956,474      7,823,946


II-H Partnership:
      Permian            719      3.14       1,373    2,092       2       -     153,717       931,646    $ 3,991,558
      Anadarko            58      1.11          22       80      26      33%      2,391       706,420      1,869,500

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


                                      -27-
<PAGE>




      Title to Oil and Gas Properties

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

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


ITEM 3.   LEGAL PROCEEDINGS

      A lawsuit  styled 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 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,  and 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 Prior Owners  requested the Texas Supreme
Court to reverse this  decision as to the $300 claim and its related  attorneys'
fees. The Texas Supreme Court initially  declined to consider this request,  but
in October 2004



                                      -28-
<PAGE>



entertained oral arguments on the matter.  A decision is expected in 2005.

      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,  Samson  made a  supplemental  payment to the
royalty and overriding  royalty interest owners who were potential class members
of  amounts  which  were then  thought  to have been  improperly  deducted  plus
statutory interest thereon. The applicable portions of these payments, $2,548.31
and $26,768.96,  respectively, were 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 2004.



                                    PART II.

ITEM 5.   MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As of  February  28,  2005,  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                3,210
               II-B             361,719                2,010
               II-C             154,621                1,060
               II-D             314,878                2,200
               II-E             228,821                1,670
               II-F             171,400                1,330
               II-G             372,189                2,030
               II-H              91,711                  950




                                      -29-
<PAGE>



      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.

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

                      2003                         2004                  2005
            ------------------------      ------------------------       ----
            1st    2nd    3rd   4th       1st   2nd    3rd    4th        1st
P/ship      Qtr.   Qtr.   Qtr.  Qtr.      Qtr.  Qtr.   Qtr.   Qtr.       Qtr.
------      ----   ----   ----  ----      ----  ----   ----   ----       ----

 II-A       $12    $11    $18   $16       $15   $14    $19    $17        $15
 II-B        12     11     17    16        14    13     19     17         16
 II-C        18     17     27    25        23    22     29     26         24
 II-D        25     23     32    30        29    27     30     28         26
 II-E        15     14     24    22        21    19     25     23         22
 II-F        19     17     28    26        23    20     31     28         26
 II-G        19     17     28    25        23    20     30     28         25
 II-H        18     17     27    25        22    20     30     27         25


      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



                                      -30-
<PAGE>



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 2003 and 2004 and the first quarter of 2005.


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


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

 II-A        $ .71        $1.10          $1.87         $1.35
 II-B          .59         1.21           1.58          1.24
 II-C          .70         1.44           1.81          1.47
 II-D          .66         1.20           1.87          1.27
 II-E         1.02         1.17           2.12          1.70
 II-F         1.86         1.57           2.92          2.59
 II-G         1.81         1.55           2.86          2.51
 II-H         1.71         1.45           2.60          2.37


                               2004                                  2005
             ------------------------------------------------       ------
              1st          2nd            3rd           4th          1st
P/ship        Qtr.         Qtr.           Qtr.          Qtr.         Qtr.
------       ------       ------         ------        ------       ------

 II-A        $1.54        $1.32          $1.63         $1.89        $1.90
 II-B         1.38         1.30           1.56          1.90         1.82
 II-C         1.77         1.55           1.83          2.26         2.10
 II-D         1.74         1.63           1.69          2.29         1.95
 II-E         1.61         1.63           1.70          2.05         1.73
 II-F         2.45         2.82           2.46          2.84         2.51
 II-G         2.39         2.77           2.42          2.77         2.45
 II-H         2.28         2.63           2.21          2.66         2.32




                                      -31-
<PAGE>




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."




                                      -32-
<PAGE>




<TABLE>
<CAPTION>


                                                 Selected Financial Data

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

                               2004              2003              2002              2001             2000
                           ------------      ------------      ------------      ------------     ------------

<S>                         <C>               <C>               <C>               <C>              <C>
Oil and Gas Sales           $5,941,698        $5,580,423        $3,781,863        $4,812,392       $5,718,890
Net Income:
   Limited Partners          3,284,043         3,062,786         1,457,582         1,583,821        2,697,991
   General Partner             382,655           360,046           187,523           249,356          373,521
   Total                     3,666,698         3,422,832         1,645,105         1,833,177        3,071,512
Limited Partners' Net
   Income per Unit                6.78              6.32              3.01              3.27             5.57
Limited Partners' Cash
   Distributions per
     Unit                         6.38              5.03              2.49              7.41             5.70
Total Assets                 5,413,607         5,073,056         4,165,182         3,841,529        5,753,841
Partners' Capital
   (Deficit):
   Limited Partners          4,632,938         4,436,895         3,811,109         3,559,527        5,561,706
   General Partner         (   201,586)      (   232,071)      (   241,784)      (   285,152)     (   333,839)
Number of Units
   Outstanding                 484,283           484,283           484,283           484,283          484,283


</TABLE>



                                      -33-
<PAGE>


<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                              2004              2003              2002              2001              2000
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $4,385,735        $3,857,240        $2,612,932        $3,677,731        $3,937,680
Net Income:
   Limited Partners         2,429,208         2,049,029           857,193         1,807,584         1,839,198
   General Partner            281,206           242,175           116,853           218,951           163,872
   Total                    2,710,414         2,291,204           974,046         2,026,535         2,003,070
Limited Partners' Net
   Income per Unit               6.72              5.66              2.37              5.00              5.08
Limited Partners' Cash
   Distributions per
     Unit                        6.14              4.62              2.01              6.41              5.76
Total Assets                3,672,534         3,401,746         2,810,167         2,621,540         3,176,745
Partners' Capital
   (Deficit):
   Limited Partners         3,410,866         3,203,658         2,826,629         2,701,436         3,212,852
   General Partner        (   232,828)      (   254,807)      (   264,786)      (   302,054)      (   269,807)
Number of Units
   Outstanding                361,719           361,719           361,719           361,719           361,719


</TABLE>



                                      -34-
<PAGE>


<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                              2004              2003             2002               2001              2000
                          ------------      ------------     ------------       ------------      ------------

<S>                        <C>               <C>              <C>                <C>               <C>
Oil and Gas Sales          $2,119,207        $1,898,285       $1,284,421         $1,640,398        $1,856,040
Net Income:
   Limited Partners         1,208,720         1,017,928          615,932            842,315           886,994
   General Partner            139,610           121,224           77,229            102,759           132,143
   Total                    1,348,330         1,139,152          693,161            945,074         1,019,137
Limited Partners' Net
   Income per Unit               7.82              6.58             3.98               5.45              5.74
Limited Partners' Cash
   Distributions per
     Unit                        7.41              5.42             3.26               8.86              5.90
Total Assets                1,722,761         1,645,411        1,391,833          1,238,646         1,771,934
Partners' Capital
   (Deficit):
   Limited Partners         1,612,101         1,549,381        1,370,453          1,258,521         1,786,206
   General Partner        (    96,672)      (   106,418)     (    98,831)       (   130,178)      (   105,478)
Number of Units
   Outstanding                154,621           154,621          154,621            154,621           154,621

</TABLE>




                                      -35-
<PAGE>


<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                              2004              2003              2002              2001              2000
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $4,396,651        $3,898,950        $2,856,941        $3,581,469        $3,757,651
Net Income:
   Limited Partners         2,408,986         1,936,342         2,391,740         1,608,081         2,287,970
   General Partner            284,260           243,043           283,947           209,788           291,859
   Total                    2,693,246         2,179,385         2,675,687         1,817,869         2,579,829
Limited Partners' Net
   Income per Unit               7.65              6.15              7.60              5.11              7.27
Limited Partners' Cash
   Distributions per
     Unit                        7.35              5.00              6.46             10.91              5.59
Total Assets                3,452,048         3,360,141         2,915,283         2,418,532         4,271,202
Partners' Capital
   (Deficit):
   Limited Partners         3,150,068         3,055,082         2,695,740         2,339,000         4,167,919
   General Partner        (   174,338)      (   190,287)      (    76,044)      (   238,692)      (   180,437)
Number of Units
   Outstanding                314,878           314,878           314,878           314,878           314,878



</TABLE>



                                      -36-
<PAGE>

<TABLE>
<CAPTION>


                                                 Selected Financial Data

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

                              2004              2003              2002              2001              2000
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $2,788,915        $2,747,176        $1,954,057        $2,561,210        $2,760,885
Net Income:
   Limited Partners         1,462,780         1,512,784           892,565         1,085,511         1,504,695
   General Partner            181,054           181,131           115,203           149,947           200,766
   Total                    1,643,834         1,693,915         1,007,768         1,235,458         1,705,461
Limited Partners' Net
   Income per Unit               6.39              6.61              3.90              4.74              6.58
Limited Partners' Cash
   Distributions per
     Unit                        6.99              6.01              2.33              8.82              6.52
Total Assets                2,589,335         2,622,429         2,385,354         2,084,248         2,908,582
Partners' Capital
   (Deficit):
   Limited Partners         2,384,331         2,519,551         2,380,767         2,021,202         2,953,691
   General Partner        (   132,096)      (   129,173)      (   131,864)      (   162,380)      (   133,047)
Number of Units
   Outstanding                228,821           228,821           228,821           228,821           228,821



</TABLE>



                                      -37-
<PAGE>


<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                              2004              2003              2002              2001              2000
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $2,876,134        $2,639,281        $1,900,007        $2,487,886        $2,313,259
Net Income:
   Limited Partners         1,668,244         1,593,959           987,108         1,345,727         1,405,133
   General Partner            203,874           189,788           129,511           177,055           175,647
   Total                    1,872,118         1,783,747         1,116,619         1,522,782         1,580,780
Limited Partners' Net
   Income per Unit               9.73              9.30              5.76              7.85              8.20
Limited Partners' Cash
   Distributions per
     Unit                       10.57              8.94              4.96             11.09              7.49
Total Assets                2,336,860         2,310,868         2,153,885         1,970,061         2,513,797
Partners' Capital
   (Deficit):
   Limited Partners         2,073,730         2,217,486         2,155,527         2,017,419         2,573,692
   General Partner        (    98,202)      (    91,417)      (    95,526)      (   118,848)      (   101,577)
Number of Units
   Outstanding                171,400           171,400           171,400           171,400           171,400

</TABLE>




                                      -38-
<PAGE>


<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                              2004              2003              2002              2001              2000
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $6,116,875        $5,605,691        $4,023,806        $5,285,009        $4,915,575
Net Income:
   Limited Partners         3,546,447         3,393,388         2,092,430         2,861,002         2,967,172
   General Partner            434,649           404,263           274,972           376,956           371,389
   Total                    3,981,096         3,797,651         2,367,402         3,237,958         3,338,561
Limited Partners' Net
   Income per Unit               9.53              9.12              5.62              7.69              7.97
Limited Partners' Cash
   Distributions per
     Unit                       10.35              8.73              4.95             11.06              7.47
Total Assets                5,004,538         4,950,432         4,606,106         4,259,746         5,385,526
Partners' Capital
   (Deficit):
   Limited Partners         4,341,271         4,646,824         4,501,436         4,251,006         5,504,004
   General Partner        (   101,669)      (    87,509)      (    97,205)      (   146,206)      (   212,913)
Number of Units
   Outstanding                372,189           372,189           372,189           372,189           372,189


</TABLE>



                                      -39-
<PAGE>

<TABLE>
<CAPTION>


                                                 Selected Financial Data

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

                              2004              2003              2002              2001              2000
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $1,460,050        $1,335,792        $  954,336        $1,257,427        $1,162,286
Net Income:
   Limited Partners           822,594           786,078           474,052           660,235           722,427
   General Partner            101,267            93,794            62,658            87,334            56,035
   Total                      923,861           879,872           536,710           747,569           778,462
Limited Partners' Net
   Income per Unit               8.97              8.57              5.17              7.20              7.88
Limited Partners' Cash
   Distributions per
     Unit                        9.78              8.13              4.41             10.35              7.25
Total Assets                1,186,870         1,176,280         1,086,200           992,829         1,278,287
Partners' Capital
   (Deficit):
   Limited Partners         1,057,473         1,131,879         1,090,801         1,021,749         1,311,514
   General Partner        (    54,377)      (    51,046)      (    53,547)      (    65,089)      (    54,632)
Number of Units
   Outstanding                 91,711            91,711            91,711            91,711            91,711

</TABLE>


                                      -40-
<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:




                                      -41-
<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.

      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 (or high
oil  and  gas   prices),   mechanical   difficulties,   loss  of  a  market   or
transportation, or performance of workovers,  recompletions, or other operations
in the well, (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.




                                      -42-
<PAGE>



      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables  following  "Results  of  Operations"  under the heading  "Average  Sales
Prices,  Production  Volumes,  and Average  Production  Costs."  Following  is a
discussion  of each  Partnership's  results  of  operations  for the year  ended
December  31, 2004 as compared to the year ended  December  31, 2003 and for the
year ended December 31, 2003 as compared to the year ended December 31, 2002.



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

                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales  increased  $361,275 (6.5%) in 2004 as compared to
2003. Of this increase,  approximately $650,000 and $300,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by decreases  of  approximately  $245,000 and  $344,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 8,748 barrels and 70,505 Mcf,  respectively,  in 2004
as compared to 2003.  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  2003.  The
decrease  in volumes of gas sold was  primarily  due to (i) normal  declines  in
production  and (ii)  downward  revisions  in the  estimates  of  remaining  gas
reserves on one significant well resulting in the II-A Partnership becoming over
produced  in  excess of  estimated  ultimate  reserves  thereby  increasing  gas
imbalance payable. Average oil and gas prices increased to $37.89 per barrel and
$5.35 per Mcf,  respectively,  in 2004 from $27.97 per barrel and $4.88 per Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $132,241 (9.4%) in 2004 as compared to 2003. This
increase was  primarily due to (i) workover  expenses  incurred on several wells
during 2004, (ii) an increase in production  taxes  associated with the increase
in oil and gas sales,  and (iii) an increase in saltwater  disposal  expenses on
one  significant  well during 2004 as compared  to 2003.  These  increases  were
partially offset by a decrease in lease operating  expenses  associated with the
decreases in volumes of oil and gas sold. As of the date of this Annual  Report,
management  anticipates that the saltwater  disposal expenses on the significant
well will remain at 2004 levels. As a percentage



                                      -43-
<PAGE>



of oil and gas sales,  these  expenses  increased to 25.9% in 2004 from 25.2% in
2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $5,233 (2.5%) in 2004 as compared to 2003. As a percentage of oil and
gas sales, this expense decreased to 3.6% in 2004 from 3.8% in 2003.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.4%
in 2004 from 10.1% in 2003.

      The Limited Partners have received cash distributions through December 31,
2004 totaling $61,080,357 or 126.13% of Limited Partners' capital contributions.


                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total oil and gas sales increased  $1,798,560  (47.6%) in 2003 as compared
to  2002.  Of  this  increase,   approximately   (i)  $338,000  and  $1,510,000,
respectively,  were related to  increases  in the average  prices of oil and gas
sold and (ii)  $241,000  was  related to an increase in the volumes of oil sold.
These increases were partially  offset by a decrease of  approximately  $290,000
related to a decrease  in  volumes  of gas sold.  Volumes of oil sold  increased
10,297  barrels,  while  volumes of gas sold  decreased  104,306  Mcf in 2003 as
compared to 2002.  The increase in volumes of oil sold was  primarily due to (i)
an  increase  in  production  on one  significant  well  due  to the  successful
recompletion  of that well during mid 2002,  (ii) an increase in  production  on
another  significant well due to the successful workover of that well during mid
2003, and (iii) a positive prior period volume  adjustment made by the purchaser
on another significant well during 2003. The decrease in volumes of gas sold was
primarily  due to (i) normal  declines in production  and (ii) a negative  prior
period volume  adjustment  made by the operator on one  significant  well during
2003.  Average oil and gas prices  increased  to $27.97 per barrel and $4.88 per
Mcf,  respectively,   in  2003  from  $23.42  per  barrel  and  $2.78  per  Mcf,
respectively, in 2002.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-A
Partnership  sold certain oil and gas  properties  during 2003 and  recognized a
$9,595 gain on such sales.  Sales of oil and gas properties during 2002 resulted
in the II-A Partnership recognizing similar gains of $193,272.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $108,849 (7.2%) in 2003 as compared to 2002. This
decrease was  primarily due to (i) workover  expenses  incurred on several wells
during 2002, (ii) a



                                      -44-
<PAGE>



decrease in lease operating expenses  associated with the decrease in volumes of
gas sold, and (iii) a negative prior period lease operating  expense  adjustment
made by the operator on one significant  well during 2003.  These decreases were
partially  offset by (i) an increase in  production  taxes  associated  with the
increase  in oil  and  gas  sales,  (ii)  a  partial  reversal  during  2002  of
approximately  $22,000 (due to a partial  post-judgment  settlement) of a charge
previously  accrued for a judgment,  and (iii) workover expenses incurred on one
significant  well  during  2003.  As a  percentage  of oil and gas sales,  these
expenses decreased to 25.2% in 2003 from 40.1% in 2002. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $50,295  (19.2%)  in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) one  significant  well being fully  depleted in 2002 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,
2003.  As a percentage of oil and gas sales,  this expense  decreased to 3.8% in
2003  from 6.9% in 2002.  This  percentage  decrease  was  primarily  due to the
increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2003
and 2002.  As a percentage  of oil and gas sales,  these  expenses  decreased to
10.1% in 2003 from 14.7% in 2002. This percentage  decrease was primarily due to
the increase in oil and gas sales.



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

                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales increased  $528,495 (13.7%) in 2004 as compared to
2003. Of this increase,  approximately $409,000 and $219,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by a  decrease  of  approximately  $63,000  related to a
decrease  in volumes of gas sold.  Volumes of oil and gas sold  decreased  1,252
barrels and 13,512 Mcf,  respectively,  in 2004 as compared to 2003. Average oil
and gas prices  increased to $38.97 per barrel and $5.10 per Mcf,  respectively,
in 2004 from $29.33 per barrel and $4.69 per Mcf, respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $141,928 (14.2%) in 2004 as compared to 2003. This
increase was primarily due to (i) an



                                      -45-
<PAGE>



increase in salt water disposal  expenses on one significant well during 2004 as
compared to 2003,  (ii) an  increase in  production  taxes  associated  with the
increase  in oil and gas sales,  and (iii)  workover  expenses  incurred  on one
significant  well  during  2004.  These  increases  were  partially  offset by a
decrease in lease operating expenses associated with the decreases in volumes of
oil and gas sold. As of the date of this Annual Report,  management  anticipates
that the saltwater disposal expenses on the significant well will remain at 2004
levels. As a percentage of oil and gas sales,  these expenses increased to 26.0%
in 2004 from 25.9% in 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
remained  relatively  constant in 2004 and 2003.  As a percentage of oil and gas
sales, this expense decreased to 3.5% in 2004 from 4.0% in 2003. This percentage
decrease was primarily due to the increases in the average prices of oil and gas
sold.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.6%
in 2004 from 11.0% in 2003.  This  percentage  decrease was primarily due to the
increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2004 totaling $43,950,916 or 121.51% of Limited Partners' capital contributions.


                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total oil and gas sales increased  $1,244,308  (47.6%) in 2003 as compared
to 2002. Of this increase, approximately $224,000 and $1,080,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases were partially offset by a decrease of approximately  $135,000 related
to a  decrease  in  volumes of gas sold.  Volumes  of oil sold  increased  3,109
barrels,  while volumes of gas sold decreased  49,577 Mcf in 2003 as compared to
2002.  Average oil and gas prices  increased  to $29.33 per barrel and $4.69 per
Mcf,  respectively,   in  2003  from  $24.21  per  barrel  and  $2.72  per  Mcf,
respectively, in 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $23,652 (2.3%) in 2003 as compared to 2002.  This
decrease was primarily due to workover expenses incurred on several wells during
2002,  which  decrease was partially  offset by an increase in production  taxes
associated  with the increase in oil and gas sales.  As a percentage  of oil and
gas sales,  these expenses  decreased to 25.9% in 2003 from 39.1% in 2002.  This
percentage decrease was



                                      -46-
<PAGE>



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

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $64,625  (29.5%)  in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) upward  revisions in the estimates of remaining oil and gas
reserves at December 31, 2003 and (ii) one significant well being fully depleted
in 2002 due to the lack of remaining  economically  recoverable  reserves.  As a
percentage  of oil and gas sales,  this  expense  decreased to 4.0% in 2003 from
8.4% in 2002. This percentage decrease was primarily due to (i) the increases in
the  average  prices  of oil and gas  sold  and  (ii)  the  dollar  decrease  in
depreciation, depletion, and amortization.

      General and administrative  expenses remained  relatively constant in 2003
and 2002.  As a percentage  of oil and gas sales,  these  expenses  decreased to
11.0% in 2003 from 16.1% in 2002. This percentage  decrease was primarily due to
the increase in oil and gas sales.



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

                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales increased  $220,922 (11.6%) in 2004 as compared to
2003. Of this increase,  approximately $145,000 and $154,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by a  decrease  of  approximately  $65,000  related to a
decrease  in volumes  of gas sold.  Volumes  of oil and gas sold  decreased  441
barrels and 14,281 Mcf,  respectively,  in 2004 as compared to 2003. Average oil
and gas prices  increased to $38.92 per barrel and $5.05 per Mcf,  respectively,
in 2004 from $29.48 per barrel and $4.54 per Mcf, respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $39,377  (8.1%) in 2004 as compared to 2003. As a
percentage of oil and gas sales,  these expenses decreased to 24.7% in 2004 from
25.5% in 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $12,901  (15.4%)  in 2004 as  compared  to 2003.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward revisions in the estimates of remaining oil and gas reserves during 2004.
As a percentage  of oil and gas sales,  this  expense  decreased to 3.3% in 2004
from 4.4% in 2003. This percentage  decrease was primarily due to (i) the dollar
decrease in depreciation, depletion, and amortization



                                      -47-
<PAGE>



of oil and gas  properties  and (ii) the increases in the average  prices of oil
and gas sold.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.1%
in 2004 from 10.2% in 2003.  This  percentage  decrease was primarily due to the
increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2004 totaling $20,662,686 or 133.63% of Limited Partners' capital contributions.


                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total oil and gas sales increased  $613,864 (47.8%) in 2003 as compared to
2002. Of this increase,  approximately $77,000 and $577,000,  respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by a  decrease  of  approximately  $77,000  related to a
decrease in volumes of gas sold.  Volumes of oil sold  increased  1,455 barrels,
while volumes of gas sold decreased  28,291 Mcf in 2003 as compared to 2002. The
increase in volumes of oil sold was  primarily  due to an increase in production
on one significant  well due to the successful  workover of that well during mid
2003.  The  decrease  in  volumes  of gas sold was  primarily  due to (i) normal
declines in production and (ii) a positive prior period volume  adjustment  made
by the purchaser on one significant well during 2002. Average oil and gas prices
increased  to $29.48 per barrel  and $4.54 per Mcf,  respectively,  in 2003 from
$24.59 per barrel and $2.71 per Mcf, respectively, in 2002.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-C
Partnership  sold certain oil and gas  properties  during 2003 and  recognized a
$768 gain on such sales. Sales of oil and gas properties during 2002 resulted in
the II-C Partnership recognizing similar gains of $120,063.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $52,565 (12.2%) in 2003 as compared to 2002. This
increase was primarily due to an increase in production  taxes  associated  with
the increase in oil and gas sales.  As a percentage of oil and gas sales,  these
expenses decreased to 25.5% in 2003 from 33.6% in 2002. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $5,862(6.5%)  in 2003 as compared to 2002. As a percentage of oil and
gas  sales,  this  expense  decreased  to 4.4% in 2003 from  7.0% in 2002.  This
percentage decrease was



                                      -48-
<PAGE>



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

      General and  administrative  expenses  increased  $2,655 (1.4%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses decreased
to 10.2% in 2003 from 14.9% in 2002. This percentage  decrease was primarily due
to the increase in oil and gas sales.



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

                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales increased  $497,701 (12.8%) in 2004 as compared to
2003. Of this increase,  approximately (i) $246,000 and $425,000,  respectively,
were  related to  increases  in the average  prices of oil and gas sold and (ii)
$52,000 was related to an increase in volumes of oil sold.  These increases were
partially offset by a decrease of  approximately  $225,000 related to a decrease
in  volumes of gas sold.  Volumes of oil sold  increased  1,830  barrels,  while
volumes  of gas sold  decreased  50,655  Mcf in 2004 as  compared  to 2003.  The
increase in volumes of oil sold was  primarily  due to an increase in production
on one significant well following  successful repairs of its mechanical problems
during late 2003,  which  increase was  partially  offset by normal  declines in
production.  Average oil and gas prices increased to $38.36 per barrel and $5.08
per Mcf,  respectively,  in 2004  from  $28.65  per  barrel  and  $4.45 per Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $91,175 (8.5%) in 2004 as compared to 2003.  This
increase was  primarily due to (i) workover  expenses  incurred on several wells
during  2004  and (ii) an  increase  in  production  taxes  associated  with the
increase in oil and gas sales.  These  increases  were  partially  offset by (i)
workover  expenses  incurred  on  several  other  wells  during  2003 and (ii) a
positive prior period lease operating expense adjustment made by the operator on
one  significant  well during 2003. As a percentage of oil and gas sales,  these
expenses decreased to 26.5% in 2004 from 27.6% in 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $107,738  (38.3%) in 2004 as  compared  to 2003.  This  decrease  was
primarily due to (i) the abandonment of one significant  well during 2003 due to
severe mechanical problems,  (ii) the decrease in volumes of gas sold, and (iii)
upward revisions in the estimates of remaining oil and gas reserves during 2004.
These decreases were partially offset by one



                                      -49-
<PAGE>



significant  well being fully depleted  during 2004 due to the lack of remaining
reserves.  As a percentage of oil and gas sales,  this expense decreased to 3.9%
in 2004 from 7.2% in 2003.  This  percentage  decrease was  primarily due to the
dollar  decrease in  depreciation,  depletion,  and  amortization of oil and gas
properties.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 8.4%
in 2004 from 9.6% in 2003.  This  percentage  decrease was  primarily due to the
increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2004 totaling $43,227,903 or 137.28% of Limited Partners' capital contributions.


                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total oil and gas sales increased  $1,042,009  (36.5%) in 2003 as compared
to 2002. Of this increase, approximately $127,000 and $1,288,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases  were  partially  offset by  decreases of  approximately  $183,000 and
$190,000,  respectively,  related to  decreases  in volumes of oil and gas sold.
Volumes  of  oil  and  gas  sold   decreased   7,868  barrels  and  71,127  Mcf,
respectively,  in 2003 as compared to 2002.  The decrease in volumes of oil sold
was primarily due to (i) a substantial  decline in production during 2003 on one
significant  well following the initially high  production  after  completion of
that well during late 2001 and mechanical  problems  occurring on that same well
and (ii) normal declines in production.  The well with a substantial  decline in
production  experienced  an increase in  production  during late 2003  following
successful  repairs of its mechanical  problems.  The decrease in volumes of gas
sold was  primarily  due to (i) the sale of several  wells  during late 2002 and
(ii) the  shutting-in  of one  significant  well  during  2003 due to high  well
pressure.  The shut-in well returned to production in late 2003. These decreases
were partially  offset by positive prior period volume  adjustments  made by the
operator  on two  significant  wells  during  2003.  Average  oil and gas prices
increased  to $28.65 per barrel  and $4.45 per Mcf,  respectively,  in 2003 from
$23.24 per barrel and $2.67 per Mcf, respectively, in 2002.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-D
Partnership  sold certain oil and gas  properties  during 2003 and recognized an
$8,060 gain on such sales.  Sales of oil and gas properties during 2002 resulted
in the II-D Partnership recognizing similar gains of $1,256,405.



                                      -50-
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $189,504 (21.4%) in 2003 as compared to 2002. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the  increase  in oil and gas sales,  (ii)  workover  expenses  incurred on
several  wells during 2003,  and (iii) a positive  prior period lease  operating
expense  adjustment  made by the operator on one  significant  well during 2003.
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)
workover  expenses incurred on several wells during 2002. As a percentage of oil
and gas sales,  these  expenses  decreased  to 27.6% in 2003 from 31.0% in 2002.
This  percentage  decrease  was  primarily  due to the  increases in the average
prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $95,363  (51.4%)  in 2003 as  compared  to 2002.  This  increase  was
primarily due to (i) an increase in depletable oil and gas properties  primarily
due to recompletion  activities on one significant well during 2003 and (ii) the
abandonment  of another  significant  well during 2003 due to severe  mechanical
problems.  These increases were partially offset by (i) the decreases in volumes
of oil and gas sold and (ii) upward  revisions in the estimates of remaining oil
and gas  reserves at December 31,  2003.  As a percentage  of oil and gas sales,
this  expense  increased  to 7.2% in 2003  from  6.5% in 2002.  This  percentage
increase was primarily due to the dollar  increase in  depreciation,  depletion,
and amortization of oil and gas properties.

      General and administrative  expenses remained  relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to 9.6%
in 2003 from 12.9% in 2002.  This  percentage  decrease was primarily due to the
increase in oil and gas sales.



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

                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales  increased  $41,739  (1.5%) in 2004 as compared to
2003. Of this increase,  approximately $155,000 and $185,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by  decreases  of  approximately  $29,000 and  $269,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 996 barrels and 57,609 Mcf, respectively,  in 2004 as
compared to 2003.  The decrease in volumes of oil sold was  primarily due to (i)
normal declines in



                                      -51-
<PAGE>



production  and (ii) a  negative  prior  period  volume  adjustment  made by the
operator on one  significant  well during 2004.  These  decreases were partially
offset by (i) positive  prior period  volume  adjustments  made by the operators
during 2004 on two  significant  wells and (ii) a negative  prior period  volume
adjustment  made by the operator  during 2003 on another  significant  well. The
decrease  in volumes of gas sold was  primarily  due to (i) normal  declines  in
production, (ii) the shutting-in of one significant well during 2004 in order to
redirect  the flow of gas to a pipeline  with  available  capacity,  and (iii) a
negative  prior  period  volume  adjustment  made  by the  operator  on  another
significant  well  during  2004.  The  shut-in  well is  expected  to  return to
production in early 2005.  These  decreases were partially  offset by a positive
prior period  volume  adjustment  made by the operator on one  significant  well
during 2004. Average oil and gas prices increased to $37.88 per barrel and $5.13
per Mcf,  respectively,  in 2004  from  $29.32  per  barrel  and  $4.68 per Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $18,811 (2.8%) in 2004 as compared to 2003.  This
increase was primarily due to workover expenses incurred on several wells during
2004.  This increase was partially  offset by (i) a decrease in lease  operating
expenses  associated  with the  decreases  in volumes of oil and gas sold,  (ii)
positive prior period lease  operating  expense  adjustments on two  significant
wells during 2003, and (iii) a negative  prior period  production tax adjustment
made by the operator on one significant well during 2004. As a percentage of oil
and gas sales, these expenses increased to 24.5% in 2004 from 24.2% in 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $64,220  (46.8%)  in 2004 as  compared  to 2003.  This  increase  was
primarily due to two significant wells being substantially  depleted during 2004
due to the lack of remaining reserves. This increase was partially offset by (i)
the  decreases  in volumes of oil and gas sold and (ii) upward  revisions in the
estimates of remaining oil and gas reserves  during 2004. As a percentage of oil
and gas sales,  this expense  increased to 7.2% in 2004 from 5.0% in 2003.  This
percentage  increase was primarily due to the dollar  increase in  depreciation,
depletion, and amortization of oil and gas properties.

      General and  administrative  expenses  decreased  $2,904 (1.0%) in 2004 as
compared to 2003. As a percentage of oil and gas sales, these expenses decreased
to 9.9% in 2004 from 10.2% in 2003.

      The Limited Partners have received cash distributions through December 31,
2004 totaling $30,299,574 or 132.42% of Limited Partners' capital contributions.




                                      -52-
<PAGE>



                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total oil and gas sales increased  $793,119 (40.6%) in 2003 as compared to
2002. Of this increase,  approximately $98,000 and $858,000,  respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by a decrease  of  approximately  $104,000  related to a
decrease  in volumes of oil sold.  Volumes of oil and gas sold  decreased  4,295
barrels and 20,856 Mcf, respectively,  in 2003 as compared to 2002. The decrease
in volumes of oil sold was  primarily  due to (i) normal  declines in production
and (ii) a negative prior period volume  adjustment  made by the operator on one
significant  well during 2003. The decrease in volumes of gas sold was primarily
due to (i) a positive  prior period volume  adjustment  made by the purchaser on
one significant well during 2002 and (ii) the shutting-in of another significant
well due to high well  pressure  during  2003.  The  shut-in  well  returned  to
production  in late 2003.  Average  oil and gas prices  increased  to $29.32 per
barrel and $4.68 per Mcf, respectively, in 2003 from $24.19 per barrel and $2.84
per Mcf, respectively, in 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $136,660 (25.9%) in 2003 as compared to 2002. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the  increase  in oil and gas  sales,  (ii)  positive  prior  period  lease
operating  expense  adjustments on two significant  wells during 2003, and (iii)
workover  expenses incurred on one significant well during 2003. As a percentage
of oil and gas sales,  these  expenses  decreased to 24.2% in 2003 from 27.0% in
2002. This percentage decrease was primarily due to the increases in the average
prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $25,478  (15.7%)  in 2003 as  compared  to 2002.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward  revisions in the estimates of remaining oil and gas reserves at December
31, 2003. As a percentage of oil and gas sales,  this expense  decreased to 5.0%
in 2003 from 8.3% in 2002.  This  percentage  decrease was  primarily due to the
increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2003
and 2002.  As a percentage  of oil and gas sales,  these  expenses  decreased to
10.2% in 2003 from 14.2% in 2002. This percentage  decrease was primarily due to
the increase in oil and gas sales.



                                      -53-
<PAGE>



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

                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales  increased  $236,853 (9.0%) in 2004 as compared to
2003. Of this increase,  approximately (i) $209,000 and $165,000,  respectively,
were  related to  increases  in the average  prices of oil and gas sold and (ii)
$36,000 was related to an increase in volumes of oil sold.  These increases were
partially offset by a decrease of  approximately  $173,000 related to a decrease
in  volumes of gas sold.  Volumes of oil sold  increased  1,255  barrels,  while
volumes  of gas sold  decreased  39,538  Mcf in 2004 as  compared  to 2003.  The
increase  in volumes of oil sold was  primarily  due to  positive  prior  period
volume  adjustments  made by the operators on several  wells during 2004,  which
increases were partially  offset by normal declines in production.  The decrease
in volumes of gas sold was  primarily  due to (i) negative  prior period  volume
adjustments  made by the  operators on several wells during 2004 and (ii) normal
declines in production.  These decreases were partially offset by the receipt of
first revenues on one significant  well during 2004.  Average oil and gas prices
increased  to $36.43 per barrel  and $4.78 per Mcf,  respectively,  in 2004 from
$28.40 per barrel and $4.37 per Mcf, respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $35,748 (6.2%) in 2004 as compared to 2003.  This
increase was primarily due to (i) workover  expenses incurred on two significant
wells during 2004,  (ii) an increase in  production  taxes  associated  with the
increase  in oil and gas  sales,  and  (iii) an  increase  in  production  taxes
associated  with the receipt of first  revenues on one  significant  well during
2004.  These  increases  were  partially  offset by (i)  negative  prior  period
production  tax  adjustments  made by the operator on several wells during 2004,
(ii) a decrease in lease  operating  expenses  associated  with the  decrease in
volumes of gas sold,  and (iii)  workover  expenses  incurred  on several  wells
during 2003. As a percentage of oil and gas sales,  these expenses  decreased to
21.2% in 2004 from 21.7% in 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $81,354  (60.1%)  in 2004 as  compared  to 2003.  This  increase  was
primarily due to one  significant  well being fully depleted  during 2004 due to
lack of remaining  reserves.  This increase was  partially  offset by (i) upward
revisions in the  estimates of  remaining  oil and gas reserves  during 2004 and
(ii) the decrease in volumes of gas sold.  As a percentage of oil and gas sales,
this  expense  increased  to 7.5% in 2004  from  5.1% in 2003.  This  percentage
increase was primarily due to the dollar  increase in  depreciation,  depletion,
and amortization of oil and gas properties.



                                      -54-
<PAGE>



      General and  administrative  expenses  decreased  $2,116 (1.0%) in 2004 as
compared to 2003. As a percentage of oil and gas sales, these expenses decreased
to 7.4% in 2004 from 8.1% in 2003.

      The Limited Partners have received cash distributions through December 31,
2004 totaling $25,135,051 or 146.65% of Limited Partners' capital contributions.



                      Year Ended December 31, 2003 Compared
                         to Year Ended December 31, 2002
                      -------------------------------------

      Total oil and gas sales increased  $739,274 (38.9%) in 2003 as compared to
2002. Of this increase,  approximately $115,000 and $722,000, respectively, were
related to increases in the average  prices of oil and gas sold.  Volumes of oil
and gas sold  decreased  3,066 barrels and 9,103 Mcf,  respectively,  in 2003 as
compared  to 2002.  The  decrease  in volumes of oil sold was  primarily  due to
normal declines in production, which decrease was partially offset by a positive
prior period  volume  adjustment  made by the operator on one  significant  well
during 2003. Average oil and gas prices increased to $28.40 per barrel and $4.37
per Mcf,  respectively,  in 2003  from  $23.78  per  barrel  and  $2.74 per Mcf,
respectively, in 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $151,221 (35.8%) in 2003 as compared to 2002. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales and (ii)  workover  expenses  incurred on
several wells during 2003. As a percentage of oil and gas sales,  these expenses
decreased to 21.7% in 2003 from 22.2% in 2002.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $66,031  (32.8%)  in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) upward  revisions in the estimates of remaining oil and gas
reserves  at  December  31,  2003 and (ii) two  significant  wells  being  fully
depleted in 2002 due to lack of remaining economically  recoverable reserves. As
a percentage of oil and gas sales,  this expense  decreased to 5.1% in 2003 from
10.6% in 2002.  This  percentage  decrease was  primarily  due to (i) the dollar
decrease in depreciation,  depletion, and amortization of oil and gas properties
and (ii) the increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to 8.1%
in 2003 from 11.2% in 2002.  This  percentage  decrease was primarily due to the
increase in oil and gas sales.



                                      -55-
<PAGE>



                               II-G Partnership
                               ----------------
                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales  increased  $511,184 (9.1%) in 2004 as compared to
2003. Of this increase,  approximately (i) $439,000 and $360,000,  respectively,
were  related to  increases  in the average  prices of oil and gas sold and (ii)
$75,000 was related to an increase in volumes of oil sold.  These increases were
partially offset by a decrease of  approximately  $363,000 related to a decrease
in  volumes of gas sold.  Volumes of oil sold  increased  2,620  barrels,  while
volumes  of gas sold  decreased  82,756  Mcf in 2004 as  compared  to 2003.  The
increase  in volumes of oil sold was  primarily  due to  positive  prior  period
volume  adjustments  made by the operators on several  wells during 2004,  which
increases were partially  offset by normal declines in production.  The decrease
in volumes of gas sold was  primarily  due to (i) negative  prior period  volume
adjustments  made by the  operators on several wells during 2004 and (ii) normal
declines in production.  These decreases were partially offset by the receipt of
first revenues on one significant  well during 2004.  Average oil and gas prices
increased  to $36.43 per barrel  and $4.80 per Mcf,  respectively,  in 2004 from
$28.40 per barrel and $4.38 per Mcf, respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $79,633 (6.5%) in 2004 as compared to 2003.  This
increase was primarily due to (i) workover  expenses incurred on two significant
wells  during 2004 (ii) an  increase in  production  taxes  associated  with the
increase  in oil and gas  sales,  and  (iii) an  increase  in  production  taxes
associated  with the receipt of first  revenues on one  significant  well during
2004.  These  increases  were  partially  offset by (i)  negative  prior  period
production tax  adjustments  made by the operators on several wells during 2004,
(ii) a decrease in lease  operating  expenses  associated  with the  decrease in
volumes of gas sold,  and (iii)  workover  expenses  incurred  on several  wells
during 2003. As a percentage of oil and gas sales,  these expenses  decreased to
21.3% in 2004 from 21.8% in 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $182,196  (62.8%) in 2004 as  compared  to 2003.  This  increase  was
primarily due to one  significant  well being fully depleted  during 2004 due to
the lack of remaining reserves. This increase was partially offset by (i) upward
revisions in the  estimates of  remaining  oil and gas reserves  during 2004 and
(ii) the decrease in volumes of gas sold.  As a percentage of oil and gas sales,
this  expense  increased  to 7.7% in 2004  from  5.2% in 2003.  This  percentage
increase was



                                      -56-
<PAGE>



primarily  due  to  the  dollar  increase  in   depreciation,   depletion,   and
amortization of oil and gas properties.

      General and  administrative  expenses  decreased  $4,924 (1.1%) in 2004 as
compared to 2003. As a percentage of oil and gas sales, these expenses decreased
to 7.1% in 2004 from 7.8% in 2003.

      The Limited Partners have received cash distributions through December 31,
2004 totaling $52,519,371 or 141.11% of Limited Partners' capital contributions.


                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total oil and gas sales increased  $1,581,885  (39.3%) in 2003 as compared
to 2002. Of this increase, approximately $241,000 and $1,543,000,  respectively,
were related to increases in the average prices of oil and gas sold.  Volumes of
oil and gas sold decreased 6,422 barrels and 17,793 Mcf,  respectively,  in 2003
as compared to 2002.  The decrease in volumes of oil sold was  primarily  due to
normal declines in production, which decrease was partially offset by a positive
prior period  volume  adjustment  made by the operator on one  significant  well
during 2003. Average oil and gas prices increased to $28.40 per barrel and $4.38
per Mcf,  respectively,  in 2003  from  $23.77  per  barrel  and  $2.74 per Mcf,
respectively, in 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $320,968 (35.7%) in 2003 as compared to 2002. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales and (ii)  workover  expenses  incurred on
several wells during 2003. As a percentage of oil and gas sales,  these expenses
decreased to 21.8% in 2003 from 22.4% in 2002.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $141,446  (32.8%) in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) upward  revisions in the estimates of remaining oil and gas
reserves  at  December  31,  2003 and (ii) two  significant  wells  being  fully
depleted in 2002 due to the lack of remaining economically recoverable reserves.
As a percentage  of oil and gas sales,  this  expense  decreased to 5.2% in 2003
from 10.7% in 2002. This percentage decrease was primarily due to (i) the dollar
decrease in depreciation,  depletion, and amortization of oil and gas properties
and (ii) the increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to 7.8%
in 2003 from 10.8% in 2002.



                                      -57-
<PAGE>



This percentage decrease was primarily due to the increase in oil and gas sales.



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

                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales  increased  $124,258 (9.3%) in 2004 as compared to
2003. Of this increase,  approximately  (i) $102,000 and $91,000,  respectively,
were  related to  increases  in the average  prices of oil and gas sold and (ii)
$17,000 was related to an increase in volumes of oil sold.  These increases were
partially offset by a decrease of approximately $86,000 related to a decrease in
volumes of gas sold. Volumes of oil sold increased 606 barrels, while volumes of
gas sold  decreased  19,699 Mcf in 2004 as  compared  to 2003.  The  increase in
volumes  of  oil  sold  was  primarily  due  to  positive  prior  period  volume
adjustments  made by the operators on several wells during 2004, which increases
were partially offset by normal declines in production.  The decrease in volumes
of gas sold was primarily due to negative prior period volume  adjustments  made
by the  operators  on several  wells  during  2004 and (ii)  normal  declines in
production.  These  decreases  were  partially  offset by the  receipt  of first
revenues  on one  significant  well  during  2004.  Average  oil and gas  prices
increased  to $36.44 per barrel  and $4.82 per Mcf,  respectively,  in 2004 from
$28.40 per barrel and $4.38 per Mcf, respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $19,104 (6.5%) in 2004 as compared to 2003.  This
increase was primarily due to (i) workover  expenses incurred on two significant
wells during 2004,  (ii) an increase in  production  taxes  associated  with the
increase  in oil and gas  sales,  and  (iii) an  increase  in  production  taxes
associated  with the receipt of first  revenues on one  significant  well during
2004.  These  increases  were  partially  offset by (i)  negative  prior  period
production  tax  adjustments  made  by the  operator  on  several  wells  during
2004,(ii) a decrease in lease operating expenses associated with the decrease in
volumes of gas sold,  and (iii)  workover  expenses  incurred  on several  wells
during 2003. As a percentage of oil and gas sales,  these expenses  decreased to
21.5% in 2004 from 22.1% in 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $45,192  (65.7%)  in 2004 as  compared  to 2003.  This  increase  was
primarily due to one  significant  well being fully depleted  during 2004 due to
the lack of remaining reserves. This increase was partially offset by (i) upward
revisions in the  estimates of  remaining  oil and gas reserves  during 2004 and
(ii)



                                      -58-
<PAGE>



the decrease in volumes of gas sold. As a percentage of oil and gas sales,  this
expense  increased to 7.8% in 2004 from 5.1% in 2003. This  percentage  increase
was  primarily  due to the  dollar  increase  in  depreciation,  depletion,  and
amortization of oil and gas properties.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 8.5%
in 2004 from 9.4% in 2003.

      The Limited Partners have received cash distributions through December 31,
2004 totaling $12,206,364 or 133.10% of Limited Partners' capital contributions.


                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total oil and gas sales increased  $381,456 (40.0%) in 2003 as compared to
2002. Of this increase,  approximately $56,000 and $370,000,  respectively, were
related to increases in the average  prices of oil and gas sold.  Volumes of oil
and gas sold  decreased  1,495 barrels and 3,319 Mcf,  respectively,  in 2003 as
compared  to 2002.  The  decrease  in volumes of oil sold was  primarily  due to
normal declines in production, which decrease was partially offset by a positive
prior period  volume  adjustment  made by the operator on one  significant  well
during 2003. Average oil and gas prices increased to $28.40 per barrel and $4.38
per Mcf,  respectively,  in 2003  from  $23.77  per  barrel  and  $2.75 per Mcf,
respectively, in 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $78,051 (35.9%) in 2003 as compared to 2002. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales and (ii)  workover  expenses  incurred on
several wells during 2003. As a percentage of oil and gas sales,  these expenses
decreased to 22.1% in 2003 from 22.8% in 2002.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $32,521  (32.1%)  in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) upward  revisions in the estimates of remaining oil and gas
reserves  at  December  31,  2003 and (ii) two  significant  wells  being  fully
depleted in 2002 due to the lack of remaining economically recoverable reserves.
As a percentage  of oil and gas sales,  this  expense  decreased to 5.1% in 2003
from 10.6% in 2002. This percentage decrease was primarily due to (i) the dollar
decrease in depreciation,  depletion, and amortization and (ii) the increases in
the average prices of oil and gas sold.

      General and  administrative expenses  remained relatively constant in 2003
and 2002.  As a percentage of oil and gas sales,



                                      -59-
<PAGE>



these  expenses  decreased to 9.4% in 2003 from 13.1% in 2002.  This  percentage
decrease was primarily due to the increase in oil and gas sales.


      Average Sales Prices, Production Volumes, and Average Production Costs

      The following  tables are  comparisons  of the annual  average oil and gas
sales prices,  production volumes, and average production costs (lease operating
expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf
of gas) for 2004,  2003, and 2002.  These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.



                                      -60-
<PAGE>




                             2004 Compared to 2003
                             ---------------------

                             Average Sales Prices
--------------------------------------------------------------------------
P/ship               2004                     2003              % Change
------         ------------------      ------------------      -----------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil     Gas
               -------    -------      -------    -------      ---     ---

 II-A          $37.89      $5.35       $27.97      $4.88       35%     10%
 II-B           38.97       5.10        29.33       4.69       33%      9%
 II-C           38.92       5.05        29.48       4.54       32%     11%
 II-D           38.36       5.08        28.65       4.45       34%     14%
 II-E           37.88       5.13        29.32       4.68       29%     10%
 II-F           36.43       4.78        28.40       4.37       28%      9%
 II-G           36.43       4.80        28.40       4.38       28%     10%
 II-H           36.44       4.82        28.40       4.38       28%     10%

                              Production Volumes
-----------------------------------------------------------------------------
P/ship              2004                      2003               % Change
------       ------------------        ------------------      --------------
               Oil        Gas            Oil        Gas          Oil     Gas
             (Bbls)      (Mcf)         (Bbls)      (Mcf)       (Bbls)   (Mcf)
             ------     -------        ------     -------      ------   -----

 II-A        65,565     646,674        74,313     717,179       (12%)   (10%)
 II-B        42,473     535,070        43,725     548,582       ( 3%)   ( 2%)
 II-C        15,365     301,090        15,806     315,371       ( 3%)   ( 5%)
 II-D        25,312     674,131        23,482     724,786         8%    ( 7%)
 II-E        18,135     409,863        19,131     467,472       ( 5%)   (12%)
 II-F        26,083     402,717        24,828     442,255         5%    ( 9%)
 II-G        54,665     859,114        52,045     941,870         5%    ( 9%)
 II-H        12,688     206,905        12,082     226,604         5%    ( 9%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                    -------------------------------------
                    P/ship     2004     2003     % Change
                    ------    -----    -----     --------

                     II-A     $8.88    $7.26        22%
                     II-B      8.66     7.39        17%
                     II-C      7.99     7.09        13%
                     II-D      8.48     7.46        14%
                     II-E      7.91     6.85        15%
                     II-F      6.53     5.82        12%
                     II-G      6.57     5.84        13%
                     II-H      6.67     5.92        13%



                                      -61-
<PAGE>



                              2003 Compared to 2002
                              ---------------------

                             Average Sales Prices
---------------------------------------------------------------------------
P/ship                2003                    2002             % Change
------         ------------------      ------------------      ------------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil      Gas
               -------    -------      -------    -------      ---      ---

 II-A          $27.97      $4.88       $23.42      $2.78       19%      76%
 II-B           29.33       4.69        24.21       2.72       21%      72%
 II-C           29.48       4.54        24.59       2.71       20%      68%
 II-D           28.65       4.45        23.24       2.67       23%      67%
 II-E           29.32       4.68        24.19       2.84       21%      65%
 II-F           28.40       4.37        23.78       2.74       19%      59%
 II-G           28.40       4.38        23.77       2.74       19%      60%
 II-H           28.40       4.38        23.77       2.75       19%      59%

                              Production Volumes
-----------------------------------------------------------------------------
P/ship              2003                      2002               % Change
------       -------------------       ------------------      --------------
               Oil         Gas           Oil        Gas          Oil     Gas
             (Bbls)       (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
             ------      -------       ------     -------      ------   -----

 II-A        74,313      717,179       64,016     821,485        16%    (13%)
 II-B        43,725      548,582       40,616     598,159         8%    ( 8%)
 II-C        15,806      315,371       14,351     343,662        10%    ( 8%)
 II-D        23,482      724,786       31,350     795,913       (25%)   ( 9%)
 II-E        19,131      467,472       23,426     488,328       (18%)   ( 4%)
 II-F        24,828      442,255       27,894     451,358       (11%)   ( 2%)
 II-G        52,045      941,870       58,467     959,663       (11%)   ( 2%)
 II-H        12,082      226,604       13,577     229,923       (11%)   ( 1%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                    -------------------------------------
                    P/ship     2003     2002     % Change
                    ------    -----    -----     --------

                     II-A     $7.26    $7.55       ( 4%)
                     II-B      7.39     7.28         2%
                     II-C      7.09     6.03        18%
                     II-D      7.46     5.40        38%
                     II-E      6.85     5.04        36%
                     II-F      5.82     4.09        42%
                     II-G      5.84     4.12        42%
                     II-H      5.92     4.19        41%




                                      -62-
<PAGE>




      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
generally are not  reinvested in  productive  assets,  except to the extent that
producing  wells are  improved,  where  methods  are  employed  to  permit  more
efficient recovery of reserves,  or where identified  developmental  drilling or
recompletion opportunities are pursued, thereby resulting in a positive economic
impact.  Assuming  2004  production  levels for future years,  the  Partnerships
proved  reserve  quantities  at  December  31,  2004  would  have the  following
remaining lives:

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

                     II-A               9.7              9.8
                     II-B               9.0             10.9
                     II-C              11.5             10.8
                     II-D              13.5              7.4
                     II-E              12.2              9.9
                     II-F               9.2             13.1
                     II-G               9.3             13.1
                     II-H               9.3             13.2

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,
2004 may cause an increase or decrease in the estimated  life of said  reserves.
As discussed below,  the Partnerships  must terminate no later than December 31,
2011 (seven years from December 31, 2004).

      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 2004,  2003, and 2002 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:




                                      -63-
<PAGE>




      Partnership         2004           2003              2002
      -----------       --------       --------          --------

          II-A          $ 93,122       $102,903          $137,449
          II-B            53,458         24,971            14,939
          II-C            11,074         24,478             9,993
          II-D            16,239        153,431           116,640
          II-E            30,342         24,348           198,005
          II-F            79,459         41,415            93,456
          II-G           174,306         93,448           197,745
          II-H            43,819         24,574            46,750

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 2004, 2003,
and 2002.  The sales of the  Partnerships'  properties  were made by the General
Partner after giving due  consideration  to both the offer price and the General
Partner's  estimate  of the  property's  remaining  proved  reserves  and future
operating costs. Net proceeds from the sales of such properties were distributed
to the  Partnerships and included in the calculation of the  Partnerships'  cash
distributions for the quarter immediately following the Partnerships' receipt of
the  proceeds.  The  amount  of such  proceeds  from  the  sales  of oil and gas
properties during 2004, 2003, and 2002, were as follows:

         Partnership     2004            2003               2002
         -----------    -------        --------          ----------

            II-A        $26,393        $  8,732          $  348,092
            II-B         32,405           1,968              32,406
            II-C         13,888             739             122,540
            II-D           -              8,060           1,266,240
            II-E          8,569          22,535              22,188
            II-F         22,941          60,479              55,052
            II-G         48,031         127,575             115,148
            II-H         11,149          29,981              26,642

      Over the years,  as part of the  normal  course of  business,  some of the
Partnerships'  interests  in wells  have  been  sold,  generally  at oil and gas
auctions.  Given the generally  favorable  current  environment  for oil and gas
dispositions,  it is  possible  that  the  number  of and  value  of  properties
considered  for sale may increase.  In the event of sales,  any net proceeds are
distributed as soon as possible after the disposition. Future production, costs,
and cash flow will be reduced as properties are sold.



                                      -64-
<PAGE>



      There can be no  assurance  as to the amount of the  Partnerships'  future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available  cash flow generated by the  Partnerships'
operating  activities,  which will be affected (either positively or negatively)
by many factors beyond the control of the  Partnerships,  including the price of
and demand for oil and gas and other  market and  economic  conditions.  Even if
prices and costs remain stable,  the amount of cash available for  distributions
will decline over time (as the volume of production  from  producing  properties
declines) since the Partnerships are not generally replacing  production through
acquisitions of producing properties and extensive drilling.

      The  General  Partner  expects  general  and  administrative  expenses  to
increase substantially during 2005 and 2006 due to costs required to comply with
Section 404 of the  Sarbanes-Oxley  Act of 2002. Such anticipated  increase will
reduce cash available for  distribution.  The General Partner expects at least a
portion of this anticipated  increase in general and administrative  expenses to
continue in years beyond 2006.

      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  second  two-year  extension  thereby  extending  their
termination date to December 31, 2005. As of the date of this Annual Report, the
General  Partner has not  determined  whether to further  extend the term of any
Partnership.


      Off-Balance Sheet Arrangements

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


      Tabular Disclosure of Contractual Obligations

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


      Critical Accounting Policies

      The  Partnerships  follow the successful  efforts method of accounting for
their  oil  and  gas  properties.  Under  the  successful  efforts  method,  the
Partnerships  capitalize all property  acquisition  costs and development  costs
incurred in  connection  with the further  development  of oil and gas reserves.
Property acquisition costs include costs incurred by the



                                      -65-
<PAGE>



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

      The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships'  wells under short-term purchase
contracts  at  prevailing  prices  in  accordance  with  arrangements  which are
customary  in  the  oil  and  gas  industry.  Sales  of  gas  applicable  to the
Partnerships'  interest in producing  oil and gas leases are recorded as revenue
when  the gas is  metered  and  title  transferred  pursuant  to the  gas  sales
contracts covering the Partnerships' interest in gas reserves. During such times
as a Partnership's sales of gas



                                      -66-
<PAGE>



exceed its pro rata  ownership  in a well,  such sales are  recorded as revenues
unless  total  sales  from the well have  exceeded  the  Partnership's  share of
estimated total gas reserves underlying the property,  at which time such excess
is recorded as a liability.  The rates per Mcf used to calculate  this liability
are based on the  average  gas price for which the  Partnerships  are  currently
settling  similar  liabilities.  These  amounts were  recorded as gas  imbalance
payables in accordance with the sales method.  These gas imbalance payables will
be settled  by either gas  production  by the  underproduced  party in excess of
current  estimates  of total gas  reserves  for the well or by a  negotiated  or
contractual payment to the underproduced party.

      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).  On January 1, 2003,  the
Partnerships adopted FAS No. 143 and recorded an increase in capitalized cost of
oil and gas properties,  an increase (decrease) in net income for the cumulative
effect of the change in accounting principle, and an asset retirement obligation
in the following approximate amounts for each Partnership:

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

   II-A             $292,000         $ 6,000               $286,000
   II-B              212,000           4,000                208,000
   II-C               68,000             100                 68,000
   II-D              181,000        (  2,000)               183,000
   II-E               98,000           3,000                 95,000
   II-F              101,000           5,000                 96,000
   II-G              218,000          10,000                208,000
   II-H               54,000           3,000                 51,000

      The asset retirement  obligation is adjusted upwards each quarter in order
to recognize  accretion of the time-related  discount factor. For the year ended
December 31, 2004,  the II-A,  II-B,  II-C,  II-D,  II-E,  II-F,  II-G, and II-H
Partnerships recognized  approximately $28,000, $8,000, $3,000, $10,000, $6,000,
$5,000,  $11,000,  and $3,000,  respectively,  of an  increase in  depreciation,
depletion,  and  amortization  expense,  which was comprised of accretion of the
asset retirement obligation and depletion of the increase in capitalized cost of
oil and gas properties.




                                      -67-
<PAGE>



      New Accounting Pronouncements

      The  Partnerships  are  not  aware  of  any  recently  issued   accounting
pronouncements that would have an impact on the Partnerships'  future results of
operations and financial position.


      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
2004. 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.


ITEM 9A.    CONTROLS AND PROCEDURES

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



                                      -68-
<PAGE>



specified in the Securities and Exchange Commission rules and forms.


ITEM 9B.    OTHER INFORMATION

      The  General  Partner  is not  aware  of any  information  required  to be
reported  on Form 8-K  during  the  fourth  quarter of 2004 but which was not so
reported.



                                   PART III.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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

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

      Dennis R. Neill       53      President and Director

      Judy K. Fox           54      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



                                      -69-
<PAGE>



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 2004 of reports required under Section 16 of the Securities  Exchange Act
of 1934.


      Audit Committee Financial Expert

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


      Code of Ethics

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


ITEM 11.    EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as general or  administrative  expense.  When actual costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and  affiliates.  The  amount of general  and  administrative
expense allocated to the General Partner and its affiliates which was charged to
each  Partnership  during 2004, 2003, and 2002, is set forth in the table below.
Although the actual costs incurred by the General



                                      -70-
<PAGE>



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        2004         2003          2002
            -----------      --------     --------      --------

               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 2004, 2003, and 2002:



                                      -71-
<PAGE>



<TABLE>
<CAPTION>


                                                 Salary Reimbursements

                                                    II-A Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2004

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

                     <C>      <C>         <C>         <C>          <C>           <C>         <C>        <C>
Dennis R. Neill,
President(1)            2002       -         -           -            -             -           -          -
                        2003       -         -           -            -             -           -          -
                        2004       -         -           -            -             -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2002    $272,218     -           -            -             -           -          -
                        2003    $276,689     -           -            -             -           -          -
                        2004    $296,458     -           -            -             -           -          -

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



                                      -72-
<PAGE>



<TABLE>
<CAPTION>

                                                  Salary Reimbursements

                                                    II-B Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2004

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

                     <C>      <C>            <C>         <C>          <C>           <C>           <C>         <C>
Dennis R. Neill,
President(1)            2002        -           -           -            -             -             -           -
                        2003        -           -           -            -             -             -           -
                        2004        -           -           -            -             -             -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2002     $203,326       -           -            -             -             -           -
                        2003     $206,665       -           -            -             -             -           -
                        2004     $221,431       -           -            -             -             -           -

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


                                      -73-
<PAGE>

<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    II-C Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2004

                                                                            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)            2002        -           -           -           -              -           -           -
                        2003        -           -           -           -              -           -           -
                        2004        -           -           -           -              -           -           -


All Executive
Officers,
Directors,
and Employees
as a group(2)           2002     $86,912        -           -           -              -           -           -
                        2003     $88,339        -           -           -              -           -           -
                        2004     $94,651        -           -           -              -           -           -
----------
(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>


                                      -74-
<PAGE>


<TABLE>
<CAPTION>

                                                  Salary Reimbursements

                                                    II-D Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2004

                                                                         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)            2002        -           -           -             -             -          -           -
                        2003        -           -           -             -             -          -           -
                        2004        -           -           -             -             -          -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2002     $176,995       -           -             -             -          -           -
                        2003     $179,902       -           -             -             -          -           -
                        2004     $192,756       -           -             -             -          -           -

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



                                      -75-
<PAGE>


<TABLE>
<CAPTION>


                                                  Salary Reimbursements

                                                    II-E Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2004

                                                                           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)            2002        -          -          -             -              -           -           -
                        2003        -          -          -             -              -           -           -
                        2004        -          -          -             -              -           -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2002     $128,621      -          -             -              -           -           -
                        2003     $130,734      -          -             -              -           -           -
                        2004     $140,074      -          -             -              -           -           -

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


                                      -76-
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

                                                    II-F Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2004

                                                                           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)            2002        -           -          -              -             -          -           -
                        2003        -           -          -              -             -          -           -
                        2004        -           -          -              -             -          -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2002     $ 96,344       -          -              -             -          -           -
                        2003     $ 97,927       -          -              -             -          -           -
                        2004     $104,923       -          -              -             -          -           -
----------
(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>


                                      -77-
<PAGE>

<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    II-G Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2004

                                                                         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)            2002       -          -          -             -            -              -           -
                        2003       -          -          -             -            -              -           -
                        2004       -          -          -             -            -              -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2002    $209,208      -          -             -            -              -           -
                        2003    $212,644      -          -             -            -              -           -
                        2004    $227,837      -          -             -            -              -           -

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


                                      -78-
<PAGE>


<TABLE>
<CAPTION>


                                                  Salary Reimbursements
                                                    II-H Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2004

                                                                         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)            2002       -           -           -          -               -            -           -
                        2003       -           -           -          -               -            -           -
                        2004       -           -           -          -               -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2002    $51,552        -           -          -               -            -           -
                        2003    $52,399        -           -          -               -            -           -
                        2004    $56,143        -           -          -               -            -           -

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


                                      -79-
<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 the date of filing  this  Annual  Report by (i) each  beneficial
owner of more than five percent of the issued and  outstanding  Units,  (ii) the
directors and officers of the General Partner, and (iii) the General Partner and
its  affiliates.  The address of each of such persons is Samson Plaza,  Two West
Second Street, Tulsa, Oklahoma 74103.


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

II-A Partnership:
----------------
   Samson Resources Company                            146,454    (30.2%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  146,454    (30.2%)




                                      -80-
<PAGE>



II-B Partnership:
----------------
   Samson Resources Company                            101,232    (28.0%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  101,232    (28.0%)


II-C Partnership:
----------------
   Samson Resources Company                             53,195    (34.4%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   53,195    (34.4%)


II-D Partnership:
----------------
   Samson Resources Company                             94,643    (30.1%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   94,643    (30.1%)


II-E Partnership:
----------------
   Samson Resources Company                             74,088    (32.4%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   74,088    (32.4%)


II-F Partnership:
----------------
   Samson Resources Company                             47,209    (27.5%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   47,209    (27.5%)




                                      -81-
<PAGE>



II-G Partnership:
----------------
   Samson Resources Company                             80,457    (21.6%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   80,457    (21.6%)


II-H Partnership:
----------------
   Samson Resources Company                             28,378    (30.9%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   28,378    (30.9%)


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



                                      -82-
<PAGE>



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.


ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

      During 2004 and 2003, each Partnership incurred the following audit fees:

                                          2004          2003
                                         -------      -------
      Year-end audit per
            engagement letter            $21,560      $19,250
      1st quarter 10-Q review                825          750
      2nd quarter 10-Q review                825          750
      3rd quarter 10-Q review                825          750


      Audit-Related Fees

      During 2004 and 2003 the Partnerships did not pay any  audit-related  fees
of the type required by the SEC to be disclosed in this Annual Report under this
heading.


      Tax Fees

      During 2004 and 2003 the Partnerships did not pay any tax compliance,  tax
advice,  or tax planning fees of the type required by the SEC to be disclosed in
this Annual Report under this heading.


      All Other Fees

      During  2004 and 2003 the  Partnerships  did not pay any other fees of the
type  required  by the SEC to be  disclosed  in this  Annual  Report  under this
heading.



                                      -83-
<PAGE>



      Audit Approval

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


      Audit and Related Fees paid by Affiliates

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



                                    PART IV.


ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

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

            Geodyne Energy Income Limited Partnership II-A
            Geodyne 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, 2004 and 2003 and for each of the three years in
            the period ended December 31, 2004 are filed as part of this report:

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



                                      -84-
<PAGE>



      (2)   Financial Statement Schedules:

            None.

      (3)   Exhibits:

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

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

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

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

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

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

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



                                      -85-
<PAGE>



 4.7     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.

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

 4.9     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.

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

 4.11    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.

 4.12    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.

 4.13    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.

 4.14    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,



                                      -86-
<PAGE>



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

 4.15    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.

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

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

 4.18    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.

 4.19    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.

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

 4.21    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.

 4.22    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and



                                      -87-
<PAGE>



         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.

 4.23    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.

 4.24    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.

 4.25    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.

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

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

 4.28    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.

 4.29    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.



                                      -88-
<PAGE>



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

 4.31    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.

 4.32    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.

 4.33    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.

 4.34    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.

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

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

 4.37    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



                                      -89-
<PAGE>



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

 4.38    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.

 4.39    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.

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

 4.41    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.

 4.42    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.

 4.43    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.

 4.44    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.




                                      -90-
<PAGE>



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

 4.46    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.

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

 4.48    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.

 4.49    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.

 4.50    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.

 4.51    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited  Partnership  III-E filed as Exhibit  4.51 to Annual  Report on
         Form 10-K for period ended  December  31,  2003,  filed with the SEC on
         March 19, 2004 and is hereby incorporated by reference.

 4.52    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



                                      -91-
<PAGE>



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

 4.53    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.

 4.54    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.

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

 4.56    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.

 4.57    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.

 4.58    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.

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

 4.60    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited



                                      -92-
<PAGE>



         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.

 4.61    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.

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

 4.63    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.

 4.64    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.

 4.65    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.

 4.66    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.

 4.67    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.



                                      -93-
<PAGE>



 4.68    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.

 4.69    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.

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

 4.71    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.

 4.72    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.

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

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

 4.75    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.



                                      -94-
<PAGE>



 4.76    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.

 4.77    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.

 4.78    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.

 4.79    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.

 4.80    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.

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

 4.82    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.

 4.83    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



                                      -95-
<PAGE>



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

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

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

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

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

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

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

 10.6    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.

 10.7    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.

 10.8    Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-B, filed as



                                      -96-
<PAGE>



         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.

 10.9    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.

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

 10.11   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.

 10.12   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.

 10.13   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.

 10.14   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.

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

 10.16   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.

 10.17   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-D, filed



                                      -97-
<PAGE>



         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.

 10.18   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.

 10.19   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.

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

 10.21   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.

 10.22   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.

 10.23   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.

 10.24   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.

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

 10.26   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-F, filed as Exhibit 10.21 to



                                      -98-
<PAGE>



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

 10.27   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.

 10.28   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.

 10.29   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.

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

 10.31   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.

 10.32   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.

 10.33   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.

 10.34   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.

 10.35   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne Production Partnership II-G filed



                                      -99-
<PAGE>



         as  Exhibit  10.35 to  Annual  Report  on Form  10-K for  period  ended
         December 31,  2003,  filed with the SEC on March 19, 2004 and is hereby
         incorporated by reference.

 10.36   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.

 10.37   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.

 10.38   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.

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

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

*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.



                                     -100-
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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



                                     -101-
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

*32.8    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act



                                     -102-
<PAGE>



            of 2002 for the Geodyne Energy Income Limited Partnership II-H.


         All other Exhibits are omitted as inapplicable.

         ----------

         *Filed herewith.





                                     -103-
<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 30, 2005


                                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 30, 2005
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)


      //s//Craig D. Loseke       Chief Accounting         March 30, 2005
      -------------------        Officer (Principal
         Craig D. Loseke         Accounting and
                                 Financial Officer)

      //s//Judy K. Fox
      -------------------        Secretary                March 30, 2005
         Judy K. Fox


                                     -104-
<PAGE>
ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-A, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-A,  an Oklahoma
general partnership,  at December 31, 2004 and 2003, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2004, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP






Tulsa, Oklahoma
March 30, 2005



                                      F-1
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
                            Combined Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------

                                                   2004            2003
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $1,557,473      $1,428,609
   Accounts receivable:
      Oil and gas sales                          1,004,704         761,616
                                                 ---------       ---------
      Total current assets                      $2,562,177      $2,190,225

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,226,122       2,232,731

DEFERRED CHARGE                                    625,308         650,100
                                                 ---------       ---------
                                                $5,413,607      $5,073,056
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  273,971      $  264,588
   Accrued liability - other (Note 1)               26,672          26,672
   Gas imbalance payable                           108,636          91,463
   Asset retirement obligation -
      current (Note 1)                              34,994           9,874
                                                 ---------       ---------
      Total current liabilities                 $  444,273      $  392,597

LONG-TERM LIABILITIES:
   Accrued liability                            $  179,306      $  207,595
   Asset retirement obligation (Note 1)            358,676         268,040
                                                 ---------      ----------
      Total long-term liabilities               $  537,982      $  475,635

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  201,586)    ($  232,071)
   Limited Partners, issued and
      outstanding, 484,283 Units                 4,632,938       4,436,895
                                                 ---------       ---------
      Total Partners' capital                   $4,431,352      $4,204,824
                                                 ---------       ---------
                                                $5,413,607      $5,073,056
                                                 =========       =========

                     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, 2004, 2003, and 2002

                                      2004          2003          2002
                                   ----------    ----------    ----------
REVENUES:
   Oil and gas sales               $5,941,698    $5,580,423    $3,781,863
   Interest income                     10,049         7,152         5,181
   Gain on sale of oil and
      gas properties                   27,282         9,595       193,272
   Other income                           328          -             -
                                    ---------     ---------     ---------
                                   $5,979,357    $5,597,170    $3,980,316

COSTS AND EXPENSES:
   Lease operating                 $1,213,209    $1,091,063    $1,302,070
   Production tax                     326,791       316,696       214,538
   Depreciation, depletion,
      and amortization of oil
      and gas properties              216,390       211,157       261,452
   General and
      administrative                  556,269       561,271       557,151
                                    ---------     ---------     ---------
                                   $2,312,659    $2,180,187    $2,335,211
                                    ---------     ---------     ---------
INCOME BEFORE CUMULATIVE
   EFFECT OF ACCOUNTING
   CHANGE                          $3,666,698    $3,416,983    $1,645,105

   Cumulative effect of
      change in accounting
      for asset retirement
      obligations (Note 1)               -            5,849          -
                                    ---------     ---------     ---------
NET INCOME                         $3,666,698    $3,422,832    $1,645,105
                                    =========     =========     =========

GENERAL PARTNER -
   NET INCOME                      $  382,655    $  360,046    $  187,523
                                    =========     =========     =========

LIMITED PARTNERS -
   NET INCOME                      $3,284,043    $3,062,786    $1,457,582
                                    =========     =========     =========

NET INCOME per Unit                $     6.78    $     6.32    $     3.01
                                    =========     =========     =========

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, 2004, 2003, and 2002

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

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
   Net income                  3,062,786         360,046        3,422,832
   Cash distributions        ( 2,437,000)      ( 350,333)     ( 2,787,333)
                               ---------         -------        ---------

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

Balance, Dec. 31, 2004        $4,632,938       ($201,586)      $4,431,352
                               =========         =======        =========


                     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, 2004, 2003, and 2002

                                       2004              2003           2002
                                   ------------      ------------    -----------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $3,666,698       $3,422,832      $1,645,105
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                         -         (     5,849)           -
      Depreciation, depletion,
         and amortization of oil
         and gas properties            216,390          211,157         261,452
      Gain on sale of oil and
         gas properties            (    27,282)     (     9,595)        193,272)
      Settlement of asset
         retirement obligation     (        14)            -               -
      Increase in accounts
         receivable-oil and
         gas sales                 (   243,088)     (   103,117)        262,242)
      Decrease in deferred
         charge                         24,792            6,189          39,334
      Increase in accounts
         payable                        24,563            7,993         102,867
      Decrease in accrued
         liability - other                -                -             47,128)
      Increase (decrease) in
         gas imbalance payable          17,173      (     3,805)          1,031)
      Decrease in accrued
         liability                 (    28,289)     (     9,727)         26,005)
                                     ---------        ---------       ---------
   Net cash provided by
      operating activities          $3,650,943       $3,516,078      $1,519,080
                                     ---------        ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   81,909)     ($  102,903)     $  137,449)
   Proceeds from sale of
      oil and gas properties              -               8,732         348,092
                                     ---------        ---------       ---------
   Net cash provided (used)
      by investing activities      ($   81,909)     ($   94,171)     $  210,643
                                     ---------        ---------       ---------



                                      F-5
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($3,440,170)     ($2,787,333)     $1,350,155)
                                     ---------        ---------       ---------
   Net cash used by financing
      activities                   ($3,440,170)     ($2,787,333)     $1,350,155)
                                     ---------        ---------       ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS             $  128,864       $  634,574      $  379,568

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            1,428,609          794,035         414,467
                                     ---------        ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $1,557,473       $1,428,609      $  794,035
                                     =========        =========       =========


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



                                      F-6
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-B, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-B,  an Oklahoma
general partnership,  at December 31, 2004 and 2003, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2004, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 30, 2005



                                      F-7
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
                            Combined Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------

                                                   2004            2003
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $1,079,057      $  933,790
   Accounts receivable:
      Oil and gas sales                            750,466         546,637
                                                 ---------       ---------
      Total current assets                      $1,829,523      $1,480,427

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,590,243       1,683,184

DEFERRED CHARGE                                    252,768         238,135
                                                 ---------       ---------
                                                $3,672,534      $3,401,746
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  202,172      $  154,705
   Gas imbalance payable                            39,527          47,276
   Asset retirement obligation -
      current (Note 1)                              17,122          13,046
                                                 ---------       ---------
      Total current liabilities                 $  258,821      $  215,027

LONG-TERM LIABILITIES:
   Accrued liability                            $   42,599      $   48,773
   Asset retirement obligation (Note 1)            193,076         189,095
                                                 ---------       ---------
      Total long-term liabilities               $  235,675      $  237,868

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  232,828)    ($  254,807)
   Limited Partners, issued and
      outstanding, 361,719 Units                 3,410,866       3,203,658
                                                 ---------       ---------
      Total Partners' capital                   $3,178,038      $2,948,851
                                                 ---------       ---------
                                                $3,672,534      $3,401,746
                                                 =========       =========

                     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, 2004, 2003, and 2002

                                      2004           2003          2002
                                   ----------     ----------    ----------
REVENUES:
   Oil and gas sales               $4,385,735    $3,857,240     $2,612,932
   Interest income                      6,980         4,467          2,609
   Gain on sale of oil
      and gas properties               32,405         2,469         20,525
   Other income                         1,353          -              -
                                    ---------     ---------      ---------
                                   $4,426,473    $3,864,176     $2,636,066

COSTS AND EXPENSES:
   Lease operating                 $  886,104    $  760,713     $  877,252
   Production tax                     254,136       237,599        144,712
   Depreciation, depletion,
      and amortization of oil
      and gas properties              154,459       154,363        218,988
   General and
      administrative                  421,360       424,644        421,068
                                    ---------     ---------      ---------
                                   $1,716,059    $1,577,319     $1,662,020
                                    ---------     ---------      ---------
INCOME BEFORE CUMULATIVE
   EFFECT OF ACCOUNTING
   CHANGE                          $2,710,414    $2,286,857     $  974,046

   Cumulative effect of
      change in accounting
      for asset retirement
      obligations (Note 1)               -            4,347           -
                                    ---------     ---------      ---------

NET INCOME                         $2,710,414    $2,291,204     $  974,046
                                    =========     =========      =========
GENERAL PARTNER -
   NET INCOME                      $  281,206    $  242,175     $  116,853
                                    =========     =========      =========
LIMITED PARTNERS -
   NET INCOME                      $2,429,208    $2,049,029     $  857,193
                                    =========     =========      =========
NET INCOME per Unit                $     6.72    $     5.66     $     2.37
                                    =========     =========      =========
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, 2004, 2003, and 2002


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

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
   Net income                    2,049,029        242,175       2,291,204
   Cash distributions          ( 1,672,000)     ( 232,196)    ( 1,904,196)
                                 ---------        -------       ---------

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

Balance, Dec. 31, 2004          $3,410,866      ($232,828)     $3,178,038
                                 =========        =======       =========


              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, 2004, 2003, and 2002

                                          2004           2003           2002
                                      ------------   ------------   ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                          $2,710,414     $2,291,204     $  974,046
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Cumulative effect of
         change in accounting
         for asset retirement
         obligations (Note 1)                -       (     4,347)          -
      Depreciation, depletion,
         and amortization of oil
         and gas properties               154,459        154,363        218,988
      Gain on sale of
         oil and gas properties       (    32,405)   (     2,469)   (    20,525)
      Settlement of asset
         retirement obligation        (         3)          -              -
      Increase in accounts
         receivable                   (   203,829)   (    65,635)   (   157,886)
      (Increase) decrease in
         deferred charge              (    14,633)         7,376    (    30,757)
      Increase in accounts
         payable                           68,305          6,715         21,328
      Decrease in gas
         imbalance payable            (     7,749)   (       376)   (       408)
      Increase (decrease) in
         accrued liability            (     6,174)   (     3,909)         5,246
                                        ---------      ---------      ---------
   Net cash provided by
      operating activities             $2,668,385     $2,382,922     $1,010,032
                                        ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures               ($   41,891)   ($   24,971)   ($   14,939)
   Proceeds from sale of
      oil and gas properties                 -             1,968         32,406
                                        ---------      ---------      ---------
   Net cash provided (used) by
      investing activities            ($   41,891)   ($   23,003)    $   17,467
                                        ---------      ---------      ---------



                                      F-11
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                 ($2,481,227)   ($1,904,196)   ($  811,585)
                                        ---------      ---------      ---------

   Net cash used by financing
      activities                      ($2,481,227)   ($1,904,196)   ($  811,585)
                                        ---------      ---------      ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS                $  145,267     $  455,723     $  215,914

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                 933,790        478,067        262,153
                                        ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                    $1,079,057     $  933,790     $  478,067
                                        =========      =========      =========



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



                                      F-12
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

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

      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-C, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-C,  an Oklahoma
general partnership,  at December 31, 2004 and 2003, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2004, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 30, 2005



                                      F-13
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
                            Combined Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------
                                                   2004            2003
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  506,061      $  467,560
   Accounts receivable:
      Oil and gas sales                            365,499         267,786
                                                 ---------       ---------
      Total current assets                      $  871,560      $  735,346

NET OIL AND GAS PROPERTIES,
   utilizing the successful efforts
   method                                          729,670         786,821

DEFERRED CHARGE                                    121,531         123,244
                                                 ---------       ---------
                                                $1,722,761      $1,645,411
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   77,395      $   69,889
   Gas imbalance payable                            22,040          25,952
   Asset retirement obligation -
      current (Note 1)                              10,892           8,575
                                                 ---------       ---------
      Total current liabilities                 $  110,327      $  104,416

LONG-TERM LIABILITIES:
   Accrued liability                            $   34,323      $   35,434
   Asset retirement obligation (Note 1)             62,682          62,598
                                                 ---------       ---------
      Total long-term liabilities               $   97,005      $   98,032

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   96,672)    ($  106,418)
   Limited Partners, issued and
      outstanding, 154,621 Units                 1,612,101       1,549,381
                                                 ---------       ---------
      Total Partners' capital                   $1,515,429      $1,442,963
                                                 ---------       ---------
                                                $1,722,761      $1,645,411
                                                 =========       =========

                     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, 2004, 2003, and 2002

                                            2004          2003          2002
                                         ----------    ----------    ----------
REVENUES:
   Oil and gas sales                     $2,119,207    $1,898,285    $1,284,421
   Interest income                            3,246         2,153         1,447
   Gain on sale of oil
      and gas properties                     13,888           768       120,063
   Other income                                 201          -             -
                                          ---------     ---------     ---------
                                         $2,136,542    $1,901,206    $1,405,931

COSTS AND EXPENSES:
   Lease operating                       $  386,170    $  356,027    $  352,902
   Production tax                           137,840       128,606        79,166
   Depreciation, depletion,
      and amortization of oil
      and gas properties                     70,771        83,672        89,534
   General and administrative               193,431       193,823       191,168
                                          ---------     ---------     ---------
                                         $  788,212    $  762,128    $  712,770
                                          ---------     ---------     ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                  $1,348,330    $1,139,078    $  693,161

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                                 -               74          -
                                          ---------     ---------     ---------

NET INCOME                               $1,348,330    $1,139,152    $  693,161
                                          =========     =========     =========

GENERAL PARTNER -
   NET INCOME                            $  139,610    $  121,224    $   77,229
                                          =========     =========     =========

LIMITED PARTNERS -
   NET INCOME                            $1,208,720    $1,017,928    $  615,932
                                          =========     =========     =========

NET INCOME per Unit                      $     7.82    $     6.58    $     3.98
                                          =========     =========     =========

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, 2004, 2003, and 2002

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

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
   Net income                     1,017,928       121,224        1,139,152
   Cash distributions           (   839,000)    ( 128,811)     (   967,811)
                                  ---------       -------        ---------

Balance, Dec. 31, 2003           $1,549,381     ($106,418)      $1,442,963
   Net income                     1,208,720       139,610        1,348,330
   Cash distributions           ( 1,146,000)    ( 129,864)     ( 1,275,864)
                                  ---------       -------        ---------

Balance, Dec. 31, 2004           $1,612,101     ($ 96,672)      $1,515,429
                                  =========       =======        =========


                     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, 2004, 2003, and 2002

                                           2004           2003           2002
                                       ------------   ------------    ----------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $1,348,330     $1,139,152      $693,161
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                             -       (        74)         -
      Depreciation, depletion,
         and amortization of oil
         and gas properties                 70,771         83,672        89,534
      Gain on sale of oil
         and gas properties            (    13,888)   (       768)    ( 120,063)
      Settlement of asset
         retirement obligation         (       145)   (        91)         -
      Increase in accounts
         receivable - oil
         and gas sales                 (    97,713)   (    31,445)    (  98,389)
      (Increase) decrease in
         deferred charge                     1,713          6,833     (   1,250)
      Increase in
         accounts payable                   17,570          6,177        12,762
      Decrease in gas
         imbalance payable             (     3,912)   (       732)    (   3,192)
      Increase (decrease) in
         accrued liability             (     1,111)         5,619           338
                                         ---------      ---------       -------
   Net cash provided by
      operating activities              $1,321,615     $1,208,343      $572,901
                                         ---------      ---------       -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($    7,250)   ($   24,478)    ($  9,993)
   Proceeds from sale of
      oil and gas properties                  -               739       122,540
                                         ---------      ---------       -------
   Net cash provided (used)
      by investing activities          ($    7,250)   ($   23,739)     $112,547
                                         ---------      ---------       -------




                                      F-17
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($1,275,864)   ($  967,811)    ($549,882)
                                         ---------      ---------       -------
   Net cash used by financing
      activities                       ($1,275,864)   ($  967,811)    ($549,882)
                                         ---------      ---------       -------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS                 $   38,501     $  216,793      $135,566

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  467,560        250,767       115,201
                                         ---------      ---------       -------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                     $  506,061     $  467,560      $250,767
                                         =========      =========       =======


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



                                      F-18
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-D, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-D,  an Oklahoma
general partnership,  at December 31, 2004 and 2003, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2004, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 30, 2005



                                      F-19
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
                            Combined Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------
                                                   2004            2003
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  967,251      $  908,655
   Accounts receivable:
      Oil and gas sales                            754,092         559,179
                                                 ---------       ---------
      Total current assets                      $1,721,343      $1,467,834

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,385,376       1,539,915

DEFERRED CHARGE                                    345,329         352,392
                                                 ---------       ---------
                                                $3,452,048      $3,360,141
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  157,313      $  167,028
   Gas imbalance payable                            22,596          43,698
   Asset retirement obligation -
      current (Note 1)                              25,732          17,137
                                                 ---------       ---------
      Total current liabilities                 $  205,641      $  227,863

LONG-TERM LIABILITIES:
   Accrued liability                            $  109,349      $   98,630
   Asset retirement obligation (Note 1)            161,328         168,853
                                                 ---------       ---------
      Total long-term liabilities               $  270,677      $  267,483

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  174,338)    ($  190,287)
   Limited Partners, issued and
      outstanding, 314,878 Units                 3,150,068       3,055,082
                                                 ---------       ---------
      Total Partners' capital                   $2,975,730      $2,864,795
                                                 ---------       ---------
                                                $3,452,048      $3,360,141
                                                 =========       =========

                     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, 2004, 2003, and 2002

                                        2004            2003             2002
                                     ----------     ------------      ----------
REVENUES:
   Oil and gas sales                 $4,396,651      $3,898,950       $2,856,941
   Interest income                        6,614           4,000            3,321
   Gain on sale of oil
      and gas properties                   -              8,060        1,256,405
                                      ---------       ---------        ---------
                                     $4,403,265      $3,911,010       $4,116,667

COSTS AND EXPENSES:
   Lease operating                   $  883,402      $  822,321       $  713,308
   Production tax                       283,524         253,430          172,939
   Depreciation, depletion,
      and amortization of oil
      and gas properties                173,296         281,034          185,671
   General and administrative           369,797         372,496          369,062
                                      ---------       ---------        ---------
                                     $1,710,019      $1,729,281       $1,440,980
                                      ---------       ---------        ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE              $2,693,246      $2,181,729       $2,675,687

   Cumulative effect of change in
      accounting for asset
      retirement obligations
      (Note 1)                             -        (     2,344)            -
                                      ---------       ---------        ---------

NET INCOME                           $2,693,246      $2,179,385       $2,675,687
                                      =========       =========        =========

GENERAL PARTNER -
   NET INCOME                        $  284,260      $  243,043       $  283,947
                                      =========       =========        =========

LIMITED PARTNERS -
   NET INCOME                        $2,408,986      $1,936,342       $2,391,740
                                      =========       =========        =========

NET INCOME per Unit                  $     7.65      $     6.15       $     7.60
                                      =========       =========        =========

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, 2004, 2003, and 2002

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

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
   Net income                   1,936,342         243,043        2,179,385
   Cash distributions         ( 1,577,000)      ( 357,286)     ( 1,934,286)
                                ---------         -------        ---------

Balance, Dec. 31, 2003         $3,055,082       ($190,287)      $2,864,795
   Net income                   2,408,986         284,260        2,693,246
   Cash distributions         ( 2,314,000)      ( 268,311)     ( 2,582,311)
                                ---------         -------        ---------

Balance, Dec. 31, 2004         $3,150,068       ($174,338)      $2,975,730
                                =========         =======        =========


                     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, 2004, 2003, and 2002

                                           2004           2003          2002
                                       ------------   ------------  ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $2,693,246     $2,179,385    $2,675,687
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                             -             2,344         -
      Depreciation, depletion,
         and amortization of oil
         and gas properties                173,296        281,034       185,671
      Gain on sale of oil
         and gas properties                   -       (     8,060)  ( 1,256,405)
      Settlement of asset
         retirement obligation         (     1,448)   (     1,044)         -
      Increase in accounts
         receivable - oil
         and gas sales                 (   194,913)   (    46,600)  (   196,669)
      Decrease in deferred
         charge                              7,063          6,307        11,713
      Increase (decrease) in
         accounts payable              (    10,632)        10,303        72,004
      Decrease in payable
         to General Partner                   -              -      (    65,905)
      Increase (decrease) in
         gas imbalance payable         (    21,102)         1,330   (    12,730)
      Increase (decrease) in
         accrued liability                  10,719          2,136   (    16,006)
                                         ---------      ---------     ---------
   Net cash provided by
     operating activities               $2,656,229     $2,427,135    $1,397,360
                                         ---------      ---------     ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   15,322)   ($  153,431)  ($  116,640)
   Proceeds from sale of
      oil and gas properties                  -             8,060     1,266,240
                                         ---------      ---------     ---------
   Net cash provided (used)
      by investing activities          ($   15,322)   ($  145,371)   $1,149,600
                                         ---------      ---------     ---------




                                      F-23
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($2,582,311)   ($1,934,286)  ($2,156,299)
                                         ---------      ---------     ---------
   Net cash used by financing
      activities                       ($2,582,311)   ($1,934,286)  ($2,156,299)
                                         ---------      ---------     ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS                 $   58,596     $  347,478    $  390,661

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  908,655        561,177       170,516
                                         ---------      ---------     ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                     $  967,251     $  908,655    $  561,177
                                         =========      =========     =========

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



                                      F-24
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-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, 2004 and 2003, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2004, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 30, 2005



                                      F-25
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
                            Combined Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------
                                                   2004            2003
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  680,844      $  638,668
   Accounts receivable:
      Oil and gas sales                            453,868         363,426
                                                 ---------       ---------
      Total current assets                      $1,134,712      $1,002,094

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,246,328       1,412,445

DEFERRED CHARGE                                    208,295         207,890
                                                 ---------       ---------
                                                $2,589,335      $2,622,429
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  180,564      $   82,154
   Gas imbalance payable                            43,424          43,424
   Asset retirement obligation -
      current (Note 1)                              24,458           2,397
                                                 ---------       ---------
      Total current liabilities                 $  248,446      $  127,975

LONG-TERM LIABILITIES:
   Accrued liability                            $   10,668      $    8,153
   Asset retirement obligation(Note 1)              77,986          95,923
                                                 ---------       ---------
      Total long-term liabilities               $   88,654      $  104,076

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  132,096)    ($  129,173)
   Limited Partners, issued and
      outstanding, 228,821 Units                 2,384,331       2,519,551
                                                 ---------       ---------
      Total Partners' capital                   $2,252,235      $2,390,378
                                                 ---------       ---------
                                                $2,589,335      $2,622,429
                                                 =========       =========

                     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, 2004, 2003, and 2002

                                       2004             2003            2002
                                    ----------       ----------      ----------

REVENUES:
   Oil and gas sales                $2,788,915       $2,747,176      $1,954,057
   Interest income                       4,783            3,318           2,159
   Gain on sale of oil
      and gas properties                 9,419           21,407          20,605
   Other income                          1,920             -               -
                                     ---------        ---------       ---------
                                    $2,805,037       $2,771,901      $1,976,821

COSTS AND EXPENSES:
   Lease operating                  $  494,357       $  470,669      $  381,344
   Production tax                      189,382          194,259         146,924
   Depreciation, depletion,
      and amortization of oil
      and gas properties               201,433          137,213         162,691
   General and administrative          276,031          278,935         278,094
                                     ---------        ---------       ---------
                                    $1,161,203       $1,081,076      $  969,053
                                     ---------        ---------       ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $1,643,834       $1,690,825      $1,007,768

   Cumulative effect of change in
      accounting for asset
      retirement obligations
      (Note 1)                            -               3,090           -
                                     ---------        ---------       ---------

NET INCOME                          $1,643,834       $1,693,915      $1,007,768
                                     =========        =========       =========

GENERAL PARTNER -
   NET INCOME                       $  181,054       $  181,131      $  115,203
                                     =========        =========       =========

LIMITED PARTNERS -
   NET INCOME                       $1,462,780       $1,512,784      $  892,565
                                     =========        =========       =========

NET INCOME per Unit                 $     6.39       $     6.61      $     3.90
                                     =========        =========       =========

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, 2004, 2003, and 2002

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

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
   Net income                   1,512,784         181,131       1,693,915
   Cash distributions         ( 1,374,000)      ( 178,440)    ( 1,552,440)
                                ---------         -------       ---------

Balance, Dec. 31, 2003         $2,519,551       ($129,173)     $2,390,378
   Net income                   1,462,780         181,054       1,643,834
   Cash distributions         ( 1,598,000)      ( 183,977)    ( 1,781,977)
                                ---------         -------       ---------

Balance, Dec. 31, 2004         $2,384,331       ($132,096)     $2,252,235
                                =========         =======       =========


                     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, 2004, 2003, and 2002

                                         2004           2003            2002
                                     ------------   ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $1,643,834     $1,693,915      $1,007,768
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                           -       (     3,090)          -
      Depreciation, depletion,
         and amortization of oil
         and gas properties              201,433        137,213         162,691
      Gain on sale of oil
         and gas properties          (     9,419)   (    21,407)    (    20,605)
      Increase in accounts
         receivable - oil
         and gas sales               (    90,442)   (       439)    (   118,622)
      (Increase) decrease in
         deferred charge             (       405)         1,407     (     2,743)
      Increase (decrease) in
         accounts payable                 93,274    (     3,590)         29,742
      Decrease in payable
         to General Partner                 -              -        (   115,045)
      Increase (decrease) in
         gas imbalance payable              -       (        19)         15,408
      Increase (decrease) in
         accrued liability                 2,515            889     (    19,080)
                                       ---------      ---------       ---------
   Net cash provided by
      operating activities            $1,840,790     $1,804,879      $  939,514
                                       ---------      ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   25,206)   ($   24,348)    ($  198,005)
   Proceeds from sale of
      oil and gas properties               8,569         22,535          22,188
                                       ---------      ---------       ---------
  Net cash used by
     investing activities            ($   16,637)   ($    1,813)    ($  175,817)
                                       ---------      ---------       ---------




                                      F-29
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($1,781,977)   ($1,552,440)    ($  617,687)
                                       ---------      ---------       ---------
   Net cash used by financing
      activities                     ($1,781,977)   ($1,552,440)    ($  617,687)
                                       ---------      ---------       ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS               $   42,176     $  250,626      $  146,010

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                638,668        388,042         242,032
                                       ---------      ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $  680,844     $  638,668      $  388,042
                                       =========      =========       =========


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



                                      F-30
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-F, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-F,  an Oklahoma
general partnership,  at December 31, 2004 and 2003, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2004, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 30, 2005



                                      F-31
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
                            Combined Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------

                                                   2004            2003
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  657,406      $  604,369
   Accounts receivable:
      Oil and gas sales                            457,333         354,719
                                                 ---------       ---------
      Total current assets                      $1,114,739      $  959,088

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,187,019       1,318,881

DEFERRED CHARGE                                     35,102          32,899
                                                 ---------       ---------
                                                $2,336,860      $2,310,868
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  235,395      $   66,133
   Gas imbalance payable                             3,392           3,555
   Asset retirement obligation -
      current (Note 1)                               6,987           4,566
                                                 ---------       ---------
      Total current liabilities                 $  245,774      $   74,254

LONG-TERM LIABILITIES:
   Accrued liability                            $   20,227      $   16,945
   Asset retirement obligation (Note 1)             95,331          93,600
                                                 ---------       ---------
      Total long-term liabilities               $  115,558      $  110,545

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   98,202)    ($   91,417)
   Limited Partners, issued and
      outstanding, 171,400 Units                 2,073,730       2,217,486
                                                 ---------       ---------
      Total Partners' capital                   $1,975,528      $2,126,069
                                                 ---------       ---------
                                                $2,336,860      $2,310,868
                                                 =========       =========

                     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, 2004, 2003, and 2002

                                     2004             2003            2002
                                  ----------       ----------      ----------
REVENUES:
   Oil and gas sales              $2,876,134       $2,639,281      $1,900,007
   Interest income                     4,458            3,228           2,747
   Gain on sale of oil
      and gas properties              24,162           58,644          50,440
   Other income                        4,694             -               -
                                   ---------        ---------       ---------
                                  $2,909,448       $2,701,153      $1,953,194

COSTS AND EXPENSES:
   Lease operating                $  425,498       $  407,571      $  304,156
   Production tax                    183,457          165,636         117,830
   Depreciation, depletion,
      and amortization of oil
      and gas properties             216,694          135,340         201,371
   General and administrative        211,681          213,797         213,218
                                   ---------        ---------       ---------
                                  $1,037,330       $  922,344      $  836,575
                                   ---------        ---------       ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHARGE           $1,872,118       $1,778,809      $1,116,619

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                          -               4,938            -
                                   ---------        ---------       ---------

NET INCOME                        $1,872,118       $1,783,747      $1,116,619
                                   =========        =========       =========

GENERAL PARTNER -
   NET INCOME                     $  203,874       $  189,788      $  129,511
                                   =========        =========       =========

LIMITED PARTNERS -
   NET INCOME                     $1,668,244       $1,593,959      $  987,108
                                   =========        =========       =========

NET INCOME per Unit               $     9.73       $     9.30      $     5.76
                                   =========        =========       =========

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, 2004, 2003, and 2002


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

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
   Net income                      1,593,959        189,788      1,783,747
   Cash distributions            ( 1,532,000)     ( 185,679)   ( 1,717,679)
                                   ---------        -------      ---------

Balance, Dec. 31, 2003            $2,217,486      ($ 91,417)    $2,126,069
   Net income                      1,668,244        203,874      1,872,118
   Cash distributions            ( 1,812,000)     ( 210,659)   ( 2,022,659)
                                   ---------        -------      ---------

Balance, Dec. 31, 2004            $2,073,730      ($ 98,202)    $1,975,528
                                   =========        =======      =========



                     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, 2004, 2003, and 2002

                                        2004           2003            2002
                                    ------------   ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,872,118     $1,783,747      $1,116,619
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                          -       (     4,938)          -
      Depreciation, depletion,
         and amortization of oil
         and gas properties             216,694        135,340         201,371
      Gain on sale of oil
         and gas properties         (    24,162)   (    58,644)    (    50,440)
      Increase in accounts
         receivable - oil
         and gas sales              (   102,614)   (     2,378)    (   123,270)
      (Increase) decrease in
         deferred charge            (     2,203)         3,875           1,414
      Increase (decrease) in
         accounts payable               157,363    (     5,607)         22,078
      Decrease in gas
         imbalance payable          (       163)   (     3,146)    (     1,252)
      Increase in accrued
         liability                        3,282          1,502           1,568
                                      ---------      ---------       ---------
   Net cash provided by
      operating activities           $2,120,315     $1,849,751      $1,168,088
                                      ---------      ---------       ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   67,560)   ($   41,415)    ($   93,456)
   Proceeds from sale of
      oil and gas properties             22,941         60,479          55,052
                                      ---------      ---------       ---------
   Net cash provided (used) by
      investing activities          ($   44,619)    $   19,064     ($   38,404)
                                      ---------      ---------       ---------



                                      F-35
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($2,022,659)   ($1,717,679)    ($  955,189)
                                      ---------      ---------       ---------
   Net cash used by financing
      activities                    ($2,022,659)   ($1,717,679)    ($  955,189)
                                      ---------      ---------       ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS              $   53,037     $  151,136      $  174,495

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               604,369        453,233         278,738
                                      ---------      ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  657,406     $  604,369      $  453,233
                                      =========      =========       =========


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



                                      F-36
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-G, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-G,  an Oklahoma
general partnership,  at December 31, 2004 and 2003, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2004, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 30, 2005



                                      F-37
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
                            Combined Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------

                                                 2004             2003
                                             ------------     ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $1,401,928       $1,284,869
   Accounts receivable:
      Oil and gas sales                          972,620          752,979
                                               ---------        ---------
      Total current assets                    $2,374,548       $2,037,848

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,554,683        2,841,346

DEFERRED CHARGE                                   75,307           71,238
                                               ---------        ---------
                                              $5,004,538       $4,950,432
                                               =========        =========

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

CURRENT LIABILITIES:
   Accounts payable                           $  498,893       $  139,590
   Gas imbalance payable                          11,846           10,091
   Asset retirement obligation -
      current (Note 1)                            15,421           10,082
                                               ---------        ---------
      Total current liabilities               $  526,160       $  159,763

LONG-TERM LIABILITIES:
   Accrued liability                          $   35,560       $   31,668
   Asset retirement obligation
      (Note 1)                                   203,216          199,686
                                               ---------        ---------
      Total long-term liabilities             $  238,776       $  231,354

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  101,669)     ($   87,509)
   Limited Partners, issued and
      outstanding, 372,189 Units               4,341,271        4,646,824
                                               ---------        ---------
      Total Partners' capital                 $4,239,602       $4,559,315
                                               ---------        ---------
                                              $5,004,538       $4,950,432
                                               =========        =========

                     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, 2004, 2003, and 2002

                                       2004           2003           2002
                                    ----------     ----------     ----------
REVENUES:
   Oil and gas sales                $6,116,875     $5,605,691     $4,023,806
   Interest income                       9,689          6,983          6,171
   Gain on sale of oil
      and gas properties                50,598        123,707        105,409
   Other income                          9,816           -              -
                                     ---------      ---------      ---------
                                    $6,186,978     $5,736,381     $4,135,386

COSTS AND EXPENSES:
   Lease operating                  $  908,097     $  867,617     $  649,734
   Production tax                      392,707        353,554        250,469
   Depreciation, depletion,
      and amortization of oil
      and gas properties               472,405        290,209        431,655
   General and administrative          432,673        437,597        436,126
                                     ---------      ---------      ---------
                                    $2,205,882     $1,948,977     $1,767,984
                                     ---------      ---------      ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $3,981,096     $3,787,404     $2,367,402

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                            -            10,247           -
                                     ---------      ---------      ---------

NET INCOME                          $3,981,096     $3,797,651     $2,367,402
                                     =========      =========      =========

GENERAL PARTNER -
   NET INCOME                       $  434,649     $  404,263     $  274,972
                                     =========      =========      =========

LIMITED PARTNERS -
   NET INCOME                       $3,546,447     $3,393,388     $2,092,430
                                     =========      =========      =========

NET INCOME per Unit                 $     9.53     $     9.12     $     5.62
                                     =========      =========      =========

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, 2004, 2003, and 2002


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

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
   Net income                    3,393,388        404,263       3,797,651
   Cash distributions          ( 3,248,000)     ( 394,567)    ( 3,642,567)
                                 ---------        -------       ---------

Balance, Dec. 31, 2003          $4,646,824      ($ 87,509)     $4,559,315
   Net income                    3,546,447        434,649       3,981,096
   Cash distributions          ( 3,852,000)     ( 448,809)    ( 4,300,809)
                                 ---------        -------       ---------

Balance, Dec. 31, 2004          $4,341,271      ($101,669)     $4,239,602
                                 =========        =======       =========


                     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, 2004, 2003, and 2002

                                       2004            2003            2002
                                   ------------    ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $3,981,096      $3,797,651      $2,367,402
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                         -        (    10,247)           -
      Depreciation, depletion,
         and amortization of oil
         and gas properties            472,405         290,209         431,655
      Gain on sale of oil
         and gas properties        (    50,598)    (   123,707)    (   105,409)
      Increase in accounts
         receivable - oil
         and gas sales             (   219,641)    (     7,450)    (   260,848)
      (Increase) decrease in
         deferred charge           (     4,069)          7,898           4,600
      Increase (decrease) in
         accounts payable              333,390     (    14,303)         48,031
      Increase (decrease) in gas
         imbalance payable               1,755     (     6,816)    (       357)
      Increase (decrease) in
         accrued liability               3,892             593     (       745)
                                     ---------       ---------       ---------
   Net cash provided by
      operating activities          $4,518,230      $3,933,828      $2,484,329
                                     ---------       ---------       ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($  148,393)    ($   93,448)    ($  197,745)
   Proceeds from sale of
      oil and gas properties            48,031         127,575         115,148
                                     ---------       ---------       ---------
   Net cash provided (used) by
      investing activities         ($  100,362)     $   34,127     ($   82,597)
                                     ---------       ---------       ---------



                                      F-41
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($4,300,809)    ($3,642,567)    ($2,067,971)
                                     ---------       ---------       ---------
   Net cash used by financing
      activities                   ($4,300,809)    ($3,642,567)    ($2,067,971)
                                     ---------       ---------       ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS             $  117,059      $  325,388      $  333,761

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            1,284,869         959,481         625,720
                                     ---------       ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $1,401,928      $1,284,869      $  959,481
                                     =========       =========       =========



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



                                      F-42
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-H, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-H,  an Oklahoma
general partnership,  at December 31, 2004 and 2003, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2004, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 30, 2005



                                      F-43
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
                            Combined Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------

                                                   2004            2003
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  329,148      $  305,096
   Accounts receivable:
      Oil and gas sales                            232,187         179,434
                                                 ---------       ---------
      Total current assets                      $  561,335      $  484,530

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                   605,801         673,170

DEFERRED CHARGE                                     19,734          18,580
                                                 ---------       ---------
                                                $1,186,870      $1,176,280
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  118,306      $   34,033
   Asset retirement obligation -
      current (Note 1)                               3,884           2,522
                                                 ---------       ---------
      Total current liabilities                 $  122,190      $   36,555

LONG-TERM LIABILITIES:
   Accrued liability                            $   11,907      $   10,035
   Asset retirement obligation
      (Note 1)                                      49,677          48,857
                                                 ---------       ---------
      Total long-term liabilities               $   61,584      $   58,892

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   54,377)    ($   51,046)
   Limited Partners, issued and
      outstanding, 91,711 Units                  1,057,473       1,131,879
                                                 ---------       ---------
      Total Partners' capital                   $1,003,096      $1,080,833
                                                 ---------       ---------
                                                $1,186,870      $1,176,280
                                                 =========       =========

                     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, 2004, 2003, and 2002

                                      2004              2003           2002
                                   ----------        ----------      --------
REVENUES:
   Oil and gas sales               $1,460,050        $1,335,792      $954,336
   Interest income                      2,181             1,545         1,304
   Gain on sale of
      oil and gas properties           11,749            29,085        24,403
   Other income                         2,270              -             -
                                    ---------         ---------       -------
                                   $1,476,250        $1,366,422      $980,043

COSTS AND EXPENSES:
   Lease operating                 $  219,811        $  210,552      $157,453
   Production tax                      94,648            84,803        59,851
   Depreciation, depletion,
      and amortization of oil
      and gas properties              113,970            68,778       101,299
   General and administrative         123,960           124,953       124,730
                                    ---------         ---------       -------
                                   $  552,389        $  489,086      $443,333
                                    ---------         ---------       -------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE            $  923,861        $  877,336      $536,710

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                           -                2,536          -
                                    ---------         ---------       -------
NET INCOME                         $  923,861        $  879,872      $536,710
                                    =========         =========       =======

GENERAL PARTNER -
   NET INCOME                      $  101,267        $   93,794      $ 62,658
                                    =========         =========       =======

LIMITED PARTNERS -
   NET INCOME                      $  822,594        $  786,078      $474,052
                                    =========         =========       =======

NET INCOME per Unit                $     8.97        $     8.57      $   5.17
                                    =========         =========       =======

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, 2004, 2003, and 2002


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

Balance, Dec. 31, 2001            $1,021,749      ($ 65,089)    $  956,660
   Net income                        474,052         62,658        536,710
   Cash distributions            (   405,000)     (  51,116)   (   456,116)
                                   ---------        -------      ---------

Balance, Dec. 31, 2002            $1,090,801      ($ 53,547)    $1,037,254
   Net income                        786,078         93,794        879,872
   Cash distributions            (   745,000)     (  91,293)   (   836,293)
                                   ---------        -------      ---------

Balance, Dec. 31, 2003            $1,131,879      ($ 51,046)    $1,080,833
   Net income                        822,594        101,267        923,861
   Cash distributions            (   897,000)     ( 104,598)   ( 1,001,598)
                                   ---------        -------      ---------

Balance, Dec. 31, 2004            $1,057,473      ($ 54,377)    $1,003,096
                                   =========        =======      =========


                     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, 2004, 2003, and 2002

                                             2004            2003        2002
                                         ------------     ----------  ----------

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income                             $  923,861        $879,872   $536,710
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                               -         (   2,536)       -
      Depreciation, depletion,
         and amortization of oil
         and gas properties                  113,970         68,778     101,299
      Gain on sale of oil
         and gas properties              (    11,749)     (  29,085)  (  24,403)
      Increase in accounts
         receivable - oil
         and gas sales                   (    52,753)     (   2,895)  (  61,777)
      (Increase) decrease in
         deferred charge                 (     1,154)         2,057   (     701)
      Increase (decrease) in
         accounts payable                     77,834      (   3,238)     11,798
      Decrease in gas
         imbalance payable                      -         (   3,596)  (     670)
      Increase in accrued
         liability                             1,872          1,956       1,649
                                           ---------         -------    -------
  Net cash provided by
      operating activities                $1,051,881       $911,313    $563,905
                                           ---------        -------     -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                  ($   37,380)     ($ 24,574)  ($ 46,750)
   Proceeds from sale of
      oil and gas properties                  11,149         29,981      26,642
                                           ---------        -------     -------
   Net cash provided (used) by
      investing activities               ($   26,231)      $  5,407   ($ 20,108)
                                           ---------        -------     -------



                                      F-47
<PAGE>



CASH FLOWS FROM FINANCING ACTIVITIES:

   Cash distributions                  ($1,001,598)     ($836,293)   ($456,116)
                                         ---------        -------      -------
   Net cash used by financing
      activities                       ($1,001,598)     ($836,293)   ($456,116)
                                         ---------        -------      -------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS                 $   24,052       $ 80,427     $ 87,681

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  305,096        224,669      136,988
                                         ---------        -------      -------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                     $  329,148       $305,096     $224,669
                                         =========        =======      =======


                     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, 2004, 2003, and 2002

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  second  two-year  extension
thereby extending their termination date to December 31, 2005.

      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, 2004:

                            Number of              Percent of
      Partnership          Units Owned          Outstanding Units
      -----------          -----------          -----------------
         II-A                 144,678                  29.87%
         II-B                 100,355                  27.74%
         II-C                  52,785                  34.14%
         II-D                  94,543                  30.03%
         II-E                  73,934                  32.31%
         II-F                  46,958                  27.40%
         II-G                  80,156                  21.54%
         II-H                  28,276                  30.83%

      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.  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 cash  results of  operations,  including  interest  incurred to
finance the  acquisition,  for the period of time the properties are held by the
General Partner.




                                      F-52
<PAGE>



      Depletion of the cost of producing oil and gas properties, amortization of
related intangible  drilling and development costs, and depreciation of tangible
lease and well  equipment are computed on the  units-of-production  method.  The
Partnerships' calculation of depreciation,  depletion, and amortization includes
estimated  dismantlement and abandonment costs, net of estimated salvage values.
The depreciation,  depletion, and amortization rates, which include accretion of
the asset retirement  obligation,  per equivalent  barrel of oil produced during
the years ended December 31, 2004, 2003, and 2002, were as follows:

            Partnership         2004        2003       2002
            -----------        -----       -----      -----

               II-A            $1.25       $1.09      $1.30
               II-B             1.17        1.14       1.56
               II-C             1.08        1.22       1.25
               II-D             1.26        1.95       1.13
               II-E             2.33        1.41       1.55
               II-F             2.32        1.37       1.95
               II-G             2.39        1.39       1.98
               II-H             2.42        1.38       1.95

      When complete units of depreciable property are retired or sold, the asset
cost,  related   accumulated   depreciation,   and  remaining  asset  retirement
obligation,  are eliminated with any gain or loss reflected in income. 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, 2004.

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


      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, 2004 and 2003,  cumulative
total gas sales volumes for underproduced wells were less than the



                                      F-53
<PAGE>



Partnerships'  pro-rata  share of total gas  production  from these wells by the
following amounts:

                                 2004                      2003
                        ----------------------     ---------------------
      Partnership         Mcf          Amount        Mcf         Amount
      -----------       -------       --------     -------      --------

         II-A           547,267       $625,308     568,965      $650,100
         II-B           220,054        252,768     215,981       238,135
         II-C           169,216        121,531     171,601       123,244
         II-D           447,143        345,329     456,289       352,392
         II-E           324,938        208,295     325,222       207,890
         II-F            62,433         35,102      58,864        32,899
         II-G           134,837         75,307     127,552        71,238
         II-H            33,149         19,734      32,180        18,580


      Accrued Liability - Other

      The Accrued  Liability - Other at December  31, 2004 and 2003 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.  A decision is
expected in 2005.


      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,  2004 and  2003,
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:


                                2004                    2003
                        --------------------      -------------------
      Partnership         Mcf        Amount         Mcf       Amount
      -----------       -------     --------      -------    --------

         II-A           156,928     $179,306      181,687    $207,595
         II-B            39,928       42,599       45,715      48,773
         II-C            47,790       34,323       49,337      35,434
         II-D           141,589      109,349      127,710      98,630
         II-E            16,801       10,668       12,839       8,153
         II-F            29,564       20,227       27,144      16,945
         II-G            60,048       35,560       56,426      31,668
         II-H            16,145       11,907       14,992      10,035




                                      F-54
<PAGE>



      Oil and Gas Sales and Gas Imbalance Payable

      The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships'  wells under short-term purchase
contracts  at  prevailing  prices  in  accordance  with  arrangements  which are
customary in the oil  industry.  Sales of gas  applicable  to the  Partnerships'
interest in producing oil and gas leases are recorded as revenue when the gas is
metered and title transferred  pursuant to the gas sales contracts  covering the
Partnerships'  interest in gas  reserves.  During such times as a  Partnership's
sales of gas exceed its pro rata ownership in a well, such sales are recorded as
revenues unless total sales from the well have exceeded the Partnership's  share
of estimated  total gas reserves  underlying  the  property,  at which time such
excess is  recorded as a  liability.  The rates per Mcf used to  calculate  this
liability  are based on the  average gas prices for which the  Partnerships  are
currently  settling  this  liability.  At December 31, 2004 and 2003 total sales
exceeded the Partnerships' share of estimated total gas reserves as follows:

                              2004                    2003
                        -----------------       -----------------
      Partnership         Mcf     Amount         Mcf        Amount
      -----------       ------    -------       ------      -------

         II-A           72,424   $108,636       60,975      $91,463
         II-B           26,351     39,527       31,517       47,276
         II-C           14,693     22,040       17,301       25,952
         II-D           15,064     22,596       29,132       43,698
         II-E           28,949     43,424       28,949       43,424
         II-F            2,261      3,392        2,370        3,555
         II-G            7,897     11,846        6,727       10,091
         II-H             -          -            -            -

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

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


      General and Administrative Overhead

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



                                      F-55
<PAGE>



      Use of Estimates in Financial Statements

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


      Income Taxes

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


      Asset Retirement Obligation

      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 requires the
fair value of a liability for an asset retirement obligation to be recognized in
the period in which it is incurred if a reasonable estimate of fair value can be
made, and that the associated  asset  retirement costs be capitalized as part of
the carrying amount of the long-lived  asset.  The Partnerships own interests in
oil and gas properties which require  expenditures to plug and abandon the wells
when reserves in the wells are depleted.  On January 1, 2003,  the  Partnerships
adopted FAS No. 143 and recorded an increase in capitalized  cost of oil and gas
properties,  an increase  (decrease) in net income for the cumulative  effect of
the change in accounting  principle,  and an asset retirement  obligation in the
following approximate amounts for each Partnership:






                                      F-56
<PAGE>



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

   II-A             $292,000         $ 6,000               $286,000
   II-B              212,000           4,000                208,000
   II-C               68,000             100                 68,000
   II-D              181,000        (  2,000)               183,000
   II-E               98,000           3,000                 95,000
   II-F              101,000           5,000                 96,000
   II-G              218,000          10,000                208,000
   II-H               54,000           3,000                 51,000

      The asset retirement  obligation is adjusted upwards each quarter in order
to recognize  accretion of the time-related  discount factor. For the year ended
December 31, 2004,  the II-A,  II-B,  II-C,  II-D,  II-E,  II-F,  II-G, and II-H
Partnerships recognized  approximately $28,000, $8,000, $3,000, $10,000, $6,000,
$5,000,  $11,000 and  $3,000,  respectively,  of an  increase  in  depreciation,
depletion,  and  amortization  expense,  which was comprised of accretion of the
asset retirement obligation and depletion of the increase in capitalized cost of
oil and gas properties.

      The components of the change in asset retirement  obligations for the year
ended December 31, 2004 and 2003 are as shown below.

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

                                             2004              2003
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $277,914          $286,238
Additions and revisions                     105,125              -
Settlement and disposals                  (     418)        (  17,686)
Accretion expense                            11,049             9,362
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $393,670          $277,914
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $ 34,994          $  9,874
Asset Retirement Obligation -
   Long-Term                                358,676           268,040




                                      F-57
<PAGE>




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

                                             2004              2003
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $202,141          $208,259
Additions and revisions                        -            (  12,817)
Settlement and disposals                  (      51)             -
Accretion expense                             8,108             6,699
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $210,198          $202,141
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $ 17,122          $ 13,046
Asset Retirement Obligation -
   Long-Term                                193,076           189,095





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

                                             2004              2003
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $ 71,173          $ 68,318
Additions and revisions                        -                  386
Settlement and disposals                  (     691)        (     243)
Accretion expense                             3,092             2,712
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $ 73,574          $ 71,173
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $ 10,892          $  8,575
Asset Retirement Obligation -
   Long-Term                                 62,682            62,598




                                      F-58
<PAGE>





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

                                             2004              2003
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $185,990          $182,622
Additions and revisions                        -                  446
Settlement and disposals                  (   6,957)        (   2,546)
Accretion expense                             8,027             5,468
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $187,060          $185,990
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $ 25,732          $ 17,137
Asset Retirement Obligation -
   Long-Term                                161,328           168,853




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

                                             2004              2003
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $ 98,320          $ 95,050
Additions and revisions                          14               120
Settlement and disposals                  (     132)        (     959)
Accretion expense                             4,242             4,109
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $102,444          $ 98,320
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $ 24,458          $  2,397
Asset Retirement Obligation -
   Long-Term                                 77,986            95,923





                                      F-59
<PAGE>





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

                                             2004              2003
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $ 98,166          $ 96,226
Additions and revisions                          36               208
Settlement and disposals                  (     322)        (   3,546)
Accretion expense                             4,438             5,278
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $102,318          $ 98,166
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $  6,987          $  4,566
Asset Retirement Obligation -
   Long-Term                                 95,331            93,600





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

                                             2004              2003
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $209,768          $207,505
Additions and revisions                          76               510
Settlement and disposals                  (     673)        (   7,625)
Accretion expense                             9,466             9,378
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $218,637          $209,768
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $ 15,421          $ 10,082
Asset Retirement Obligation -
   Long-Term                                203,216           199,686





                                      F-60
<PAGE>



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

                                             2004              2003
                                          ---------         ----------

Total Asset Retirement
   Obligation, January 1                   $51,379           $50,790
Additions and revisions                         17               148
Settlement and disposals                  (    156)         (  1,855)
Accretion expense                            2,321             2,296
                                           -------            ------
Total Asset Retirement
   Obligation, December 31                 $53,561           $51,379
                                            ======            ======
Asset Retirement Obligation -
   Current                                 $ 3,884           $ 2,522
Asset Retirement Obligation -
   Long-Term                                49,677            48,857


      Had FAS No.  143 been  adopted  at January 1, 2002 the amount of the asset
retirement  obligation at that date and at December 31, 2002 would not have been
materially  different  from the amount  recorded  at  January  1, 2003.  If this
accounting policy had been in effect on January 1, 2002, the proforma impact for
the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H  Partnerships  during the
years ended  December  31,  2002 would have been an  increase  in  depreciation,
depletion,  and amortization expense of approximately  $12,000,  $8,000, $3,000,
$9,000, $6,000, $6,000, $13,000, and $3,000, respectively.


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, 2004, 2003,
and 2002:



                                      F-61
<PAGE>




            Partnership         2004          2003         2002
            -----------       --------      --------     --------

               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.


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, 2004, 2003 and 2002:

Partnership               Purchaser                        Percentage
-----------       ------------------------          ------------------------
                                                    2004      2003     2002
                                                    -----     -----    -----
   II-A           Cinergy Marketing Company
                    ("Cinergy")                     16.1%     16.5%      -
                  BP America Production Co.         14.8%     14.6%    14.2%
                  Duke Energy Field Services
                    ("Duke")                        12.3%     15.0%    10.9%
                  El Paso Energy Marketing
                    Company ("El Paso")               -         -      27.7%


   II-B           Cinergy                           24.1%     26.0%      -
                  Citation Oil & Gas Corp.
                    ("Citation")                    13.1%     12.5%      -
                  Duke                                -       14.0%      -
                  El Paso                             -         -      33.1%


   II-C           Cinergy                           22.3%     23.5%      -
                  Citation                          11.6%     10.8%      -
                  Duke                                -       12.8%      -
                  El Paso                             -         -      30.7%



                                      F-62
<PAGE>



   II-D           Cinergy                           17.0%     15.2%      -
                  Whiting Petroleum Corp.           11.8%       -      12.2%
                  Vintage Petroleum, Inc.           10.3%     11.3%      -
                  El Paso                             -         -      21.6%

   II-E           Cinergy                           25.1%     23.6%      -
                  Duke                                -       10.6%      -
                  El Paso                             -         -      29.4%

   II-F           Duke                              14.7%       -        -
                  Cinergy                           12.3%     13.6%      -
                  Chevron U.S.A., Inc.              10.0%       -        -
                  El Paso                             -         -      17.6%

   II-G           Duke                              14.9%       -        -
                  Cinergy                           12.2%     13.4%      -
                  El Paso                             -         -      17.5%

   II-H           Duke                              15.1%       -        -
                  Cinergy                           11.9%     13.2%      -
                  El Paso                             -         -      17.4%

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


4. SUPPLEMENTAL OIL AND GAS INFORMATION

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


      Capitalized Costs

      The   capitalized   costs   and   accumulated   depreciation,   depletion,
amortization,  and  valuation  allowance  at December  31, 2004 and 2003 were as
follows:



                                      F-63
<PAGE>



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

                                                2004            2003
                                          -------------     -------------

      Proved properties                    $29,432,867       $29,401,928

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 27,206,745)     ( 27,169,197)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 2,226,122       $ 2,232,731
                                            ==========        ==========


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

                                                2004            2003
                                          -------------     -------------

      Proved properties                    $20,343,327       $20,514,746

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 18,753,084)     ( 18,831,562)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,590,243       $ 1,683,184
                                            ==========        ==========


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

                                                2004            2003
                                          -------------     -------------

      Proved properties                    $ 8,603,091       $ 8,689,349



      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  7,873,421)     (  7,902,528)
                                            ----------        ----------
            Net oil and gas
               Properties                  $   729,670       $   786,821
                                            ==========        ==========



                                      F-64
<PAGE>



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

                                                2004            2003
                                          -------------     -------------

      Proved properties                    $13,807,425       $13,818,593

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 12,422,049)     ( 12,278,678)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,385,376       $ 1,539,915
                                            ==========        ==========


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

                                                2004            2003
                                          -------------     -------------

      Proved properties                    $13,153,722       $13,162,328

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 11,907,394)     ( 11,749,883)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,246,328       $ 1,412,445
                                            ==========        ==========


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

                                                2004            2003
                                          -------------     -------------

      Proved properties                    $10,559,040       $10,575,705

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  9,372,021)     (  9,256,824)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,187,019       $ 1,318,881
                                            ==========        ==========



                                      F-65
<PAGE>



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

                                                2004            2003
                                          -------------     -------------

      Proved properties                    $22,613,534       $22,640,005

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 20,058,851)     ( 19,798,659)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 2,554,683       $ 2,841,346
                                            ==========        ==========


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

                                                2004            2003
                                          -------------     -------------

      Proved properties                    $ 5,422,323       $ 5,424,824

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  4,816,522)     (  4,751,654)
                                            ----------        ----------
            Net oil and gas
               Properties                  $   605,801       $   673,170
                                            ==========        ==========

      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition  or  exploration  activities  during  2004,  2003,  and 2002.  Costs
incurred by the Partnerships in connection with oil and gas property development
activities during 2004, 2003, and 2002, were as follows:



                                      F-66
<PAGE>




            Partnership         2004         2003(1)       2002
            -----------       --------      --------     --------

               II-A           $ 93,122      $102,903     $137,449
               II-B             53,458        24,971       14,939
               II-C             11,074        24,478        9,993
               II-D             16,239       153,431      116,640
               II-E             30,342        24,348      198,005
               II-F             79,459        41,415       93,456
               II-G            174,306        93,448      197,745
               II-H             43,819        24,574       46,750

----------

(1)   Excludes the estimated asset  retirement  costs for the II-A,  II-B, II-C,
      II-D, II-E, II-F, II-G, and II-H  Partnerships of approximately  $174,000,
      $125,000,  $39,000,  $106,000,  $61,000,  $58,000,  $125,000, and $30,000,
      respectively, recorded as part of the FAS No. 143 implementation.



      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, 2004,
2003, and 2002, 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-67
<PAGE>




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

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

Proved reserves, Dec. 31, 2001                   373,529        5,870,258
   Production                                   ( 64,016)      (  821,485)
   Sale 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
   Production                                   ( 74,313)      (  717,179)
   Sale of minerals in place                    (  3,193)      (   12,518)
   Extensions and discoveries                     14,463           19,843
   Revision of previous
      estimates                                  123,530        1,495,095
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   578,339        6,602,791
   Production                                   ( 65,565)      (  646,674)
   Extensions and discoveries                     24,761           27,944
   Revision of previous
      estimates                                  103,350          292,754
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   640,885        6,276,815
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2002                             517,852        5,817,550
                                                 =======        =========
   December 31, 2003                             578,339        6,602,791
                                                 =======        =========
   December 31, 2004                             640,885        6,276,815
                                                 =======        =========





                                      F-68
<PAGE>




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

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

Proved reserves, Dec. 31, 2001                   284,386        4,283,056
   Production                                   ( 40,616)      (  598,159)
   Sale of minerals in place                    (  3,132)            -
   Revision of previous
      estimates                                  118,986          758,648
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   359,624        4,443,545
   Production                                   ( 43,725)      (  548,582)
   Sale of minerals in place                    (  1,073)            -
   Revision of previous
      estimates                                  135,560        1,136,134
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   450,386        5,031,097
   Production                                   ( 42,473)      (  535,070)
   Extensions and discoveries                         62            7,138
   Revision of previous
      estimates                                   56,873          316,845
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   464,848        4,820,010
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2002                             359,624        4,443,545
                                                 =======        =========
   December 31, 2003                             450,386        5,031,097
                                                 =======        =========
   December 31, 2004                             464,848        4,820,010
                                                 =======        =========





                                      F-69
<PAGE>




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

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

Proved reserves, Dec. 31, 2001                    95,478        3,251,837
   Production                                   ( 14,351)      (  343,662)
   Sale 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
   Production                                   ( 15,806)      (  315,371)
   Sale of minerals in place                        -          (      326)
   Revision of previous
      estimates                                   53,740          666,561
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   166,878        3,471,332
   Production                                   ( 15,365)      (  301,090)
   Extensions and discoveries                         46            3,685
   Revision of previous
      estimates                                   14,202          279,351
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   165,761        3,453,278
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2002                             128,944        3,120,468
                                                 =======        =========
   December 31, 2003                             166,878        3,471,332
                                                 =======        =========
   December 31, 2004                             165,761        3,453,278
                                                 =======        =========




                                      F-70
<PAGE>




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

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

Proved reserves, Dec. 31, 2001                   192,838        9,391,858
   Production                                   ( 31,350)      (  795,913)
   Sale 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
   Production                                   ( 23,482)      (  724,786)
   Sale of minerals in place                        -          (    3,434)
   Revision of previous
      estimates                                   42,251        1,599,398
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   205,493        8,820,151
   Production                                   ( 25,312)      (  674,131)
   Extensions and discoveries                         22              720
   Revision of previous
      estimates                                    7,112          945,649
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   187,315        9,092,389
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2002                             186,724        7,948,973
                                                 =======        =========
   December 31, 2003                             205,493        8,820,151
                                                 =======        =========
   December 31, 2004                             187,315        9,092,389
                                                 =======        =========




                                      F-71
<PAGE>




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

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

Proved reserves, Dec. 31, 2001                   146,528        3,643,582
   Production                                   ( 23,426)      (  488,328)
   Sale 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
   Production                                   ( 19,131)      (  467,472)
   Sale of minerals in place                    (  1,055)      (   19,430)
   Extensions and discoveries                      1,301            4,400
   Revision of previous
      estimates                                   31,447        1,283,438
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   185,726        4,993,342
   Production                                   ( 18,135)      (  409,863)
   Extensions and discoveries                      2,525            4,046
   Revision of previous
      estimates                                   10,086          397,213
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   180,202        4,984,738
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2002                             173,164        4,192,406
                                                 =======        =========
   December 31, 2003                             185,726        4,993,342
                                                 =======        =========
   December 31, 2004                             180,202        4,984,738
                                                 =======        =========






                                      F-72
<PAGE>




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

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

Proved reserves, Dec. 31, 2001                   218,525        3,008,911
   Production                                   ( 27,894)      (  451,358)
   Sale 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
   Production                                   ( 24,828)      (  442,255)
   Sale of minerals in place                    (  2,571)      (   48,081)
   Extensions and discoveries                      4,306            4,018
   Revision of previous
      estimates                                   87,190        1,329,431
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   294,371        3,805,394
   Production                                   ( 26,083)      (  402,717)
   Sale of minerals in place                    (     63)            -
   Extensions and discoveries                      6,173            9,846
   Revision of previous
      estimates                                   67,338          300,347
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   341,736        3,712,870
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2002                             230,274        2,962,281
                                                 =======        =========
   December 31, 2003                             294,371        3,805,394
                                                 =======        =========
   December 31, 2004                             341,736        3,712,870
                                                 =======        =========




                                      F-73
<PAGE>




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


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

Proved reserves, Dec. 31, 2001                   459,154         6,439,996
   Production                                   ( 58,467)       (  959,663)
   Sale 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
   Production                                   ( 52,045)       (  941,870)
   Sale of minerals in place                    (  5,382)       (  100,643)
   Extensions and discoveries                      7,050            20,444
   Revision of previous
      estimates                                  184,556         2,832,630
                                                 -------         ---------

Proved reserves, Dec. 31, 2003                   618,052         8,180,541
   Production                                   ( 54,665)       (  859,114)
   Sale of minerals in place                    (    134)             -
   Extensions and discoveries                     12,909            21,136
   Revision of previous
      estimates                                  140,299           618,003
                                                 -------         ---------

Proved reserves, Dec. 31, 2004                   716,461         7,960,566
                                                 =======         =========

PROVED DEVELOPED RESERVES:

   December 31, 2002                             483,873         6,369,980
                                                 =======         =========
   December 31, 2003                             618,052         8,180,541
                                                 =======         =========
   December 31, 2004                             716,461         7,960,566
                                                 =======         =========





                                      F-74
<PAGE>




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

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

Proved reserves, Dec. 31, 2001                   107,290        1,555,333
   Production                                   ( 13,577)      (  229,923)
   Sale 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
   Production                                   ( 12,082)      (  226,604)
   Sale of minerals in place                    (  1,246)      (   23,321)
   Extensions and discoveries                      1,522            3,284
   Revision of previous
      estimates                                   42,790          682,941
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   144,069        1,990,234
   Production                                   ( 12,688)      (  206,905)
   Sale of minerals in place                    (     35)            -
   Extensions and discoveries                      2,986            4,879
   Revision of previous
      estimates                                   32,591          140,638
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   166,923        1,928,846
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2002                             113,085        1,553,934
                                                 =======        =========
   December 31, 2003                             144,069        1,990,234
                                                 =======        =========
   December 31, 2004                             166,923        1,928,846
                                                 =======        =========






                                      F-75
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2004 and 2003 are as
follows:

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

                                             2004
                       -----------------------------------------------
                          First      Second      Third      Fourth
                         Quarter     Quarter    Quarter     Quarter
                       ----------- ----------- ----------- -----------

Total Revenues          $1,330,325  $1,513,624  $1,507,023  $1,628,385
Gross Profit (1)           974,380   1,139,309   1,175,603   1,150,065
Net Income                 784,336     940,245     994,988     947,129
Limited Partners'
   Net Income
   Per Unit                   1.45        1.74        1.84        1.75

                                             2003
                       -----------------------------------------------
                          First      Second      Third      Fourth
                         Quarter     Quarter    Quarter     Quarter
                       ----------- ----------- ----------- -----------

Total Revenues          $1,476,502  $1,572,825  $1,311,663  $1,236,180
Gross Profit (1)         1,102,997   1,248,004     973,719     864,691
Net Income                 905,124   1,059,385     770,667     687,656
Limited Partners'
   Net Income                 1.67        1.96        1.42        1.27
   Per Unit



-----------------------
(1) Total revenues less oil and gas production expenses.




                                      F-76
<PAGE>





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


                                              2004
                        -----------------------------------------------
                           First      Second      Third      Fourth
                          Quarter     Quarter    Quarter     Quarter
                        ----------- ----------- ----------- -----------

Total Revenues          $  968,286   $1,112,016  $1,118,405  $1,227,766
Gross Profit (1)           703,386      834,837     871,003     877,007
Net Income                 562,085      680,170     730,236     737,923
Limited Partners'
   Net Income
   Per Unit                   1.39         1.68        1.81        1.84

                                              2003
                       -----------------------------------------------
                          First       Second      Third      Fourth
                         Quarter      Quarter    Quarter     Quarter
                       -----------  ----------- ----------- -----------

Total Revenues          $1,024,409   $1,015,707  $  930,773  $  893,287
Gross Profit (1)           780,583      768,700     683,017     633,564
Net Income                 634,041      612,802     529,405     514,956
Limited Partners'
   Net Income
   Per Unit                   1.57         1.51        1.31         1.27


----------------------
(1) Total revenues less oil and gas production expenses.



                                      F-77
<PAGE>





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


                                            2004
                       -----------------------------------------------
                          First      Second      Third      Fourth
                         Quarter     Quarter    Quarter     Quarter
                       ----------- ----------- ----------- -----------

Total Revenues           $481,411   $537,086   $526,299     $591,746
Gross Profit (1)          351,488    411,304    420,351      429,389
Net Income                282,631    333,463    360,835      371,401
Limited Partners'
   Net Income
   Per Unit                  1.63       1.93       2.10         2.16

                                            2003
                       -----------------------------------------------
                          First      Second      Third      Fourth
                         Quarter     Quarter    Quarter     Quarter
                       ----------- ----------- ----------- -----------

Total Revenues           $523,711   $512,759   $433,856     $430,880
Gross Profit (1)          406,828    387,348    315,423      306,974
Net Income                329,308    314,704    248,009      247,131
Limited Partners'
   Net Income
   Per Unit                  1.90       1.82       1.43         1.43




----------------------
(1) Total revenues less oil and gas production expenses.



                                      F-78
<PAGE>




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

                                             2004
                       -----------------------------------------------
                          First      Second      Third      Fourth
                         Quarter     Quarter    Quarter     Quarter
                       ----------- ----------- ----------- -----------

Total Revenues          $1,071,700  $1,038,622  $1,092,769  $1,200,174
Gross Profit (1)           805,362     746,534     860,414     824,029
Net Income                 641,864     584,245     737,874     729,263
Limited Partners'
   Net Income
   Per Unit                   1.82        1.65        2.10        2.08

                                             2003
                       -----------------------------------------------
                          First      Second      Third      Fourth
                         Quarter     Quarter    Quarter     Quarter
                       ----------- ----------- ----------- -----------

Total Revenues          $1,043,560  $1,003,165  $  939,761  $  924,524
Gross Profit (1)           811,604     728,911     670,307     624,437
Net Income                 629,705     564,528     522,651     462,501
Limited Partners'
   Net Income
   Per Unit                   1.78        1.59        1.48        1.30



----------------------
(1) Total revenues less oil and gas production expenses.




                                      F-79
<PAGE>





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


                                            2004
                       -----------------------------------------------
                          First      Second      Third      Fourth
                         Quarter     Quarter    Quarter     Quarter
                       ----------- ----------- ----------- -----------

Total Revenues           $701,885    $727,353   $710,550    $665,249
Gross Profit (1)          541,968     577,164    551,557     450,609
Net Income                323,071     457,048    446,272     417,443
Limited Partners'
   Net Income
   Per Unit                  1.21        1.79       1.74        1.65

                                            2003
                       -----------------------------------------------
                          First      Second      Third      Fourth
                         Quarter     Quarter    Quarter     Quarter
                       ----------- ----------- ----------- -----------

Total Revenues           $753,393    $774,911   $658,485    $585,112
Gross Profit (1)          565,150     632,834    503,658     405,331
Net Income                458,506     535,125    391,582     308,702
Limited Partners'
   Net Income
   Per Unit                  1.79        2.10       1.52        1.20




----------------------
(1) Total revenues less oil and gas production expenses.





                                      F-80
<PAGE>




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


                                            2004
                       -----------------------------------------------
                          First      Second      Third      Fourth
                         Quarter     Quarter    Quarter     Quarter
                       ----------- ----------- ----------- -----------

Total Revenues           $784,599   $707,252    $762,301    $655,296
Gross Profit (1)          646,346    603,600     591,663     458,884
Net Income                559,564    518,704     441,127     352,723
Limited Partners'
   Net Income
   Per Unit                  2.92       2.72        2.27        1.82


                                            2003
                       -----------------------------------------------
                          First      Second      Third      Fourth
                         Quarter     Quarter    Quarter     Quarter
                       ----------- ----------- ----------- -----------

Total Revenues           $741,486   $730,316    $596,691    $632,660
Gross Profit (1)          571,525    587,682     494,650     474,089
Net Income                475,624    503,534     402,746     401,843
Limited Partners'
   Net Income
   Per Unit                  2.48       2.63        2.09        2.10




----------------------
(1) Total revenues less oil and gas production expenses.





                                      F-81
<PAGE>





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

                                            2004
                       -----------------------------------------------
                          First      Second      Third      Fourth
                         Quarter     Quarter    Quarter     Quarter
                       ----------- ----------- ----------- -----------

Total Revenues         $1,665,827   $1,506,539  $1,615,646  $1,398,966
Gross Profit (1)        1,370,530    1,281,783   1,252,104     981,757
Net Income              1,189,236    1,116,030     916,328     759,502
Limited Partners'
   Net Income
   Per Unit                  2.86         2.70        2.16        1.81


                                            2003
                       -----------------------------------------------
                          First      Second      Third      Fourth
                         Quarter     Quarter    Quarter     Quarter
                       ----------- ----------- ----------- -----------

Total Revenues         $1,570,502   $1,558,395  $1,264,715  $1,342,769
Gross Profit (1)        1,209,012    1,253,705   1,045,415   1,007,078
Net Income              1,014,829    1,083,059     846,611     853,152
Limited Partners'
   Net Income
   Per Unit                  2.44         2.60        2.03        2.05




----------------------
(1) Total revenues less oil and gas production expenses.





                                      F-82
<PAGE>





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


                                           2004
                       -----------------------------------------------
                          First      Second      Third      Fourth
                         Quarter     Quarter    Quarter     Quarter
                       ----------- ----------- ----------- -----------

Total Revenues          $397,157    $362,080    $383,442    $333,571
Gross Profit (1)         326,107     306,765     296,487     232,432
Net Income               277,323     254,998     214,826     176,714
Limited Partners'
   Net Income
   Per Unit                 2.71       2.50        2.05        1.71


                                           2003
                       -----------------------------------------------
                          First      Second      Third      Fourth
                         Quarter     Quarter    Quarter     Quarter
                       ----------- ----------- ----------- -----------

Total Revenues           $371,375   $374,157    $300,141    $320,749
Gross Profit (1)          285,184    301,004     246,821     238,058
Net Income                230,253    252,471     197,686     199,462
Limited Partners'
   Net Income
   Per Unit                  2.24       2.47        1.92        1.94



----------------------
(1) Total revenues less oil and gas production expenses.





                                      F-83
<PAGE>






                               INDEX TO EXHIBITS
                               -----------------

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

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

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

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

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

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

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

4.7     Amended and Restated  Certificate of Limited  Partnership dated March 9,
        1989 for the Geodyne Energy Income Limited



                                      F-84
<PAGE>



         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.

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

4.9      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.

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

4.11     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.

4.12     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.

4.13     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.

4.14     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.



                                      F-85
<PAGE>



4.15     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.

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

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

4.18     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.

4.19     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.

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

4.21     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.

4.22    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,



                                      F-86
<PAGE>



         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.

4.23     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.

4.24     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.

4.25     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.

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

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

4.28     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.

4.29     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.




                                      F-87
<PAGE>



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

4.31     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.

4.32     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.

4.33     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.

4.34     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.

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

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

4.37     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



                                      F-88
<PAGE>



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

4.38     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.

4.39     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.

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

4.41     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.

4.42     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.

4.43     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.

4.44     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.




                                      F-89
<PAGE>



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

4.36     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.

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

4.48     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.

4.49     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.

4.50     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.

4.51     Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited  Partnership  III-E filed as Exhibit  4.51 to Annual  Report on
         Form 10-K for period ended  December  31,  2003,  filed with the SEC on
         March 19, 2004 and is hereby incorporated by reference.

4.52     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



                                      F-90
<PAGE>



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

4.53     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.

4.54     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.

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

4.56     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.

4.57     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.

4.58     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.

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

4.60     Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited



                                      F-91
<PAGE>



         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.

4.61     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.

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

4.63     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.

4.64     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.

4.65     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.

4.66     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.

4.67     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.




                                      F-92
<PAGE>



4.68     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.

4.69     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.

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

4.71     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.

4.72     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.

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

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

4.75     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.



                                      F-93
<PAGE>



4.76     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.

4.77     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.

4.78     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.

4.79     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.

4.80     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.

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

4.82     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.

4.83     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

                                      F-94
<PAGE>

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

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

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

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

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

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

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

10.6     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.

10.7     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.




                                      F-95
<PAGE>



10.8     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.

10.9     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.

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

10.11    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.

10.12    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.

10.13    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.

10.14    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.

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

10.16    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.




                                      F-96
<PAGE>



10.17    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.

10.18    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.

10.19    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.

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

10.21    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.

10.22    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.

10.23    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.

10.24    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.

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




                                      F-97
<PAGE>



10.26    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.

10.27    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.

10.28    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.

10.29    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.

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

10.31    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.

10.32    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.

10.33    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.

10.34    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.




                                      F-98
<PAGE>



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

10.36    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.

10.37    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.

10.38    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.

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

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

*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-99
<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.

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

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

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

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

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

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

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

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

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

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

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

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




                                     F-100
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

*32.8    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act



                                     F-101
<PAGE>



         of 2002 for the Geodyne Energy Income Limited Partnership II-H.


         All other Exhibits are omitted as inapplicable.

         ----------

        *Filed herewith.


                                     F-102