SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2004

Commission File Number:

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

                 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
       Oklahoma                 II-G 73-1336572   II-H 73-1342476
----------------------------    -------------------------------
(State or other jurisdiction    (I.R.S. Employer Identification
   of incorporation or                      Number)
     organization)

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

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

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 such  filing
requirements for the past 90 days.
                        Yes     X               No
                            ------                    ------
Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).
                        Yes                     No     X
                            ------                    ------




                                      -1-
<PAGE>




                               PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                             COMBINED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS
                                             September 30,     December 31,
                                                 2004              2003
                                             -------------     ------------
CURRENT ASSETS:
   Cash and cash equivalents                   $1,550,286       $1,428,609
   Accounts receivable:
      Oil and gas sales                           948,775          761,616
                                               ----------       ----------
        Total current assets                   $2,499,061       $2,190,225

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                2,148,179        2,232,731

DEFERRED CHARGE                                   647,465          650,100
                                               ----------       ----------
                                               $5,294,705       $5,073,056
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  194,167       $  264,588
   Accrued liability - other (Note 1)              26,672           26,672
   Gas imbalance payable                           74,981           91,463
   Asset retirement obligation -
      current (Note 1)                             15,007            9,874
                                               ----------       ----------
        Total current liabilities              $  310,827       $  392,597

LONG-TERM LIABILITIES:
   Accrued liability                           $  211,277       $  207,595
   Asset retirement obligation
      (Note 1)                                    270,111          268,040
                                               ----------       ----------
        Total long-term liabilities            $  481,388       $  475,635

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  195,657)     ($  232,071)
   Limited Partners, issued and
      outstanding, 484,283 units                4,698,147        4,436,895
                                               ----------       ----------
        Total Partners' capital                $4,502,490       $4,204,824
                                               ----------       ----------
                                               $5,294,705       $5,073,056
                                               ==========       ==========

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



                                      -2-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                        COMBINED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,504,390        $1,309,670
   Interest income                                 2,633             1,993
                                              ----------        ----------
                                              $1,507,023        $1,311,663

COSTS AND EXPENSES:
   Lease operating                            $  250,642        $  262,604
   Production tax                                 80,778            75,340
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  47,147            59,426
   General and administrative
      (Note 2)                                   133,468           143,626
                                              ----------        ----------
                                              $  512,035        $  540,996
                                              ----------        ----------

NET INCOME                                    $  994,988        $  770,667
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  103,479        $   82,216
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  891,509        $  688,451
                                              ==========        ==========
NET INCOME per unit                           $     1.84        $     1.42
                                              ==========        ==========
UNITS OUTSTANDING                                484,283           484,283
                                              ==========        ==========




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



                                      -3-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                        COMBINED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $4,345,158        $4,355,746
   Interest income                                 5,814             5,244
                                              ----------        ----------
                                              $4,350,972        $4,360,990

COSTS AND EXPENSES:
   Lease operating                            $  821,266        $  780,795
   Production tax                                240,414           255,475
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 143,790           166,456
   General and administrative
      (Note 2)                                   425,933           428,937
                                              ----------        ----------
                                              $1,631,403        $1,631,663
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $2,719,569        $2,729,327

   Cumulative effect of change in
      accounting for asset retirement
      obligations (Note 1)                             -             5,849
                                              ----------        ----------

NET INCOME                                    $2,719,569        $2,735,176
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  284,317        $  287,448
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $2,435,252        $2,447,728
                                              ==========        ==========
NET INCOME per unit                           $     5.03        $     5.05
                                              ==========        ==========
UNITS OUTSTANDING                                484,283           484,283
                                              ==========        ==========



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



                                      -4-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                        COMBINED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)


                                                   2004            2003
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $2,719,569      $2,735,176
   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                                 143,790         166,456
      Increase in accounts receivable -
        oil and gas sales                      (   187,159)    (   149,882)
     Decrease in deferred charge                     2,635               -
      Decrease in accounts payable             (    91,944)    (    88,161)
      Decrease in gas imbalance payable        (    16,482)              -
      Increase in accrued liability                  3,682               -
                                                ----------      ----------
Net cash provided by operating
   activities                                   $2,574,091      $2,657,740
                                                ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   35,173)    ($   86,629)
   Proceeds from sale of oil and
      gas properties                                 4,662               -
                                                ----------      ----------
Net cash used by investing
   activities                                  ($   30,511)    ($   86,629)
                                                ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($2,421,903)    ($2,042,418)
                                                ----------      ----------
Net cash used by financing
   activities                                  ($2,421,903)    ($2,042,418)
                                                ----------      ----------
NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $  121,677      $  528,693

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           1,428,609         794,035
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $1,550,286      $1,322,728
                                                ==========      ==========


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



                                      -5-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                             COMBINED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                             September 30,     December 31,
                                                 2004              2003
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $1,117,231        $  933,790
   Accounts receivable:
      Oil and gas sales                          675,430           546,637
                                              ----------        ----------
        Total current assets                  $1,792,661        $1,480,427

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,594,298         1,683,184

DEFERRED CHARGE                                  247,727           238,135
                                              ----------        ----------
                                              $3,634,686        $3,401,746
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  139,584        $  154,705
   Gas imbalance payable                          17,724            47,276
   Asset retirement obligation -
      current (Note 1)                            16,434            13,046
                                              ----------        ----------
        Total current liabilities             $  173,742        $  215,027

LONG-TERM LIABILITIES:
   Accrued liability                          $   64,613        $   48,773
   Asset retirement obligation
      (Note 1)                                   190,876           189,095
                                              ----------        ----------
        Total long-term liabilities           $  255,489        $  237,868

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  230,678)      ($  254,807)
   Limited Partners, issued and
      outstanding, 361,719 units               3,436,133         3,203,658
                                              ----------        ----------
        Total Partners' capital               $3,205,455        $2,948,851
                                              ----------        ----------
                                              $3,634,686        $3,401,746
                                              ==========        ==========



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



                                      -6-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                        COMBINED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,116,621        $929,557
   Interest income                                 1,784           1,216
                                              ----------        --------
                                              $1,118,405        $930,773

COSTS AND EXPENSES:
   Lease operating                            $  184,346        $194,275
   Production tax                                 63,056          53,481
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  40,752          46,078
   General and administrative
      (Note 2)                                   100,015         107,534
                                              ----------        --------
                                              $  388,169        $401,368
                                              ----------        --------

NET INCOME                                    $  730,236        $529,405
                                              ==========        ========
GENERAL PARTNER - NET INCOME                  $   76,512        $ 56,966
                                              ==========        ========
LIMITED PARTNERS - NET INCOME                 $  653,724        $472,439
                                              ==========        ========
NET INCOME per unit                           $     1.81        $   1.31
                                              ==========        ========
UNITS OUTSTANDING                                361,719         361,719
                                              ==========        ========



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



                                      -7-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                        COMBINED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $3,194,701        $2,967,617
   Interest income                                 4,006             3,272
                                              ----------        ----------
                                              $3,198,707        $2,970,889

COSTS AND EXPENSES:
   Lease operating                            $  599,340        $  549,821
   Production tax                                190,141           188,768
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 112,977           134,837
   General and administrative
      (Note 2)                                   323,758           325,562
                                              ----------        ----------
                                              $1,226,216        $1,198,988
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $1,972,491        $1,771,901

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

NET INCOME                                    $1,972,491        $1,776,248
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  207,016        $  189,042
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,765,475        $1,587,206
                                              ==========        ==========
NET INCOME per unit                           $     4.88        $     4.39
                                              ==========        ==========
UNITS OUTSTANDING                                361,719           361,719
                                              ==========        ==========




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



                                      -8-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                        COMBINED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

                                                    2004           2003
                                                ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $1,972,491     $1,776,248
   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                                  112,977        134,837
      Increase in accounts receivable -
        oil and gas sales                       (   128,793)   (    76,141)
      Increase in deferred charge               (     9,592)             -
      Decrease in accounts payable              (    28,900)   (    24,245)
      Decrease in gas imbalance payable         (    29,552)             -
      Increase in accrued liability                  15,840              -
                                                 ----------     ----------
Net cash provided by operating
   activities                                    $1,904,471     $1,806,352
                                                 ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($    5,143)   ($   12,676)
   Proceeds from sale of oil and gas
      properties                                          -          1,084
                                                 ----------     ----------
Net cash used by investing
   activities                                   ($    5,143)   ($   11,592)
                                                 ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($1,715,887)   ($1,398,721)
                                                 ----------     ----------
Net cash used by financing
   activities                                   ($1,715,887)   ($1,398,721)
                                                 ----------     ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                   $  183,441     $  396,039

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                              933,790        478,067
                                                 ----------     ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $1,117,231     $  874,106
                                                 ==========     ==========

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



                                      -9-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                             COMBINED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                             September 30,     December 31,
                                                 2004              2003
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  528,729       $  467,560
   Accounts receivable:
      Oil and gas sales                           320,132          267,786
                                               ----------       ----------
        Total current assets                   $  848,861       $  735,346

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  735,028          786,821

DEFERRED CHARGE                                   122,506          123,244
                                               ----------       ----------
                                               $1,706,395       $1,645,411
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   51,280       $   69,889
   Gas imbalance payable                            8,624           25,952
   Asset retirement obligation -
      current (Note 1)                             10,460            8,575
                                               ----------       ----------
        Total current liabilities              $   70,364       $  104,416

LONG-TERM LIABILITIES:
   Accrued liability                           $   42,239       $   35,434
   Asset retirement obligation
      (Note 1)                                     62,817           62,598
                                               ----------       ----------
        Total long-term liabilities            $  105,056       $   98,032

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   96,873)     ($  106,418)
   Limited Partners, issued and
      outstanding, 154,621 units                1,627,848        1,549,381
                                               ----------       ----------
        Total Partners' capital                $1,530,975       $1,442,963
                                               ----------       ----------
                                               $1,706,395       $1,645,411
                                               ==========       ==========



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



                                      -10-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                        COMBINED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $525,483          $433,234
   Interest income                                 816               622
                                              --------          --------
                                              $526,299          $433,856

COSTS AND EXPENSES:
   Lease operating                            $ 72,863          $ 89,819
   Production tax                               33,085            28,614
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                16,021            20,844
   General and administrative
      (Note 2)                                  43,495            46,570
                                              --------          --------
                                              $165,464          $185,847
                                              --------          --------

NET INCOME                                    $360,835          $248,009
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 37,444          $ 26,615
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $323,391          $221,394
                                              ========          ========
NET INCOME per unit                           $   2.10          $   1.43
                                              ========          ========
UNITS OUTSTANDING                              154,621           154,621
                                              ========          ========


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



                                      -11-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                        COMBINED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,542,920        $1,468,547
   Interest income                                 1,876             1,688
                                              ----------        ----------
                                              $1,544,796        $1,470,235

COSTS AND EXPENSES:
   Lease operating                            $  260,207        $  259,113
   Production tax                                101,446           101,523
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  55,076            66,728
   General and administrative
      (Note 2)                                   151,138           150,924
                                              ----------        ----------
                                              $  567,867        $  578,288
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $  976,929        $  891,947

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

NET INCOME                                    $  976,929        $  892,021
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  102,462        $   95,024
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  874,467        $  796,997
                                              ==========        ==========
NET INCOME per unit                           $     5.66        $     5.15
                                              ==========        ==========
UNITS OUTSTANDING                                154,621           154,621
                                              ==========        ==========



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



                                      -12-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                        COMBINED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

                                                   2004           2003
                                                ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $976,929       $892,021
   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                                 55,076         66,728
      Settlement of asset retirement
        obligation                                      -      (      91)
      Increase in accounts receivable -
        oil and gas sales                       (  52,346)     (  39,804)
      Decrease in deferred charge                     738              -
      Decrease in accounts payable              (  19,157)     (     910)
      Decrease in gas imbalance payable         (  17,328)             -
      Increase in accrued liability                 6,805          7,433
                                                 --------       --------
Net cash provided by operating
   activities                                    $950,717       $925,303
                                                 --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($    631)     ($ 18,654)
   Proceeds from sale of oil and gas
      properties                                        -            465
                                                 --------       --------
Net cash used by investing
   activities                                   ($    631)     ($ 18,189)
                                                 --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($888,917)     ($710,600)
                                                 --------       --------
Net cash used by financing
   activities                                   ($888,917)     ($710,600)
                                                 --------       --------
NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                   $ 61,169       $196,514

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            467,560        250,767
                                                 --------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $528,729       $447,281
                                                 ========       ========

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


                                      -13-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                             COMBINED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                             September 30,     December 31,
                                                 2004              2003
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $1,083,980       $  908,655
   Accounts receivable:
      Oil and gas sales                           663,763          559,179
                                               ----------       ----------
        Total current assets                   $1,747,743       $1,467,834

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,393,127        1,539,915

DEFERRED CHARGE                                   348,814          352,392
                                               ----------       ----------
                                               $3,489,684       $3,360,141
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  117,737       $  167,028
   Gas imbalance payable                           46,190           43,698
   Asset retirement obligation -
      current (Note 1)                             25,370           17,137
                                               ----------       ----------
        Total current liabilities              $  189,297       $  227,863

LONG-TERM LIABILITIES:
   Accrued liability                           $   97,710       $   98,630
   Asset retirement obligation
      (Note 1)                                    166,264          168,853
                                               ----------       ----------
        Total long-term liabilities            $  263,974       $  267,483

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  177,906)     ($  190,287)
   Limited Partners, issued and
      outstanding, 314,878 units                3,214,319        3,055,082
                                               ----------       ----------
        Total Partners' capital                $3,036,413       $2,864,795
                                               ----------       ----------
                                               $3,489,684       $3,360,141
                                               ==========       ==========



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



                                      -14-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                        COMBINED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,091,156        $938,668
   Interest income                                 1,613           1,093
                                              ----------        --------
                                              $1,092,769        $939,761

COSTS AND EXPENSES:
   Lease operating                            $  163,645        $208,376
   Production tax                                 68,710          61,078
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  35,306          53,905
   General and administrative
      (Note 2)                                    87,234          93,751
                                              ----------        --------
                                              $  354,895        $417,110
                                              ----------        --------

NET INCOME                                    $  737,874        $522,651
                                              ==========        ========
GENERAL PARTNER - NET INCOME                  $   76,803        $ 57,008
                                              ==========        ========
LIMITED PARTNERS - NET INCOME                 $  661,071        $465,643
                                              ==========        ========
NET INCOME per unit                           $     2.10        $   1.48
                                              ==========        ========
UNITS OUTSTANDING                                314,878         314,878
                                              ==========        ========



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



                                      -15-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                        COMBINED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $3,199,311        $2,982,439
   Interest income                                 3,780             3,003
                                              ----------        ----------
                                              $3,203,091        $2,985,442

COSTS AND EXPENSES:
   Lease operating                            $  586,032        $  585,133
   Production tax                                204,749           189,487
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 163,623           205,540
   General and administrative
      (Note 2)                                   284,704           286,054
                                              ----------        ----------
                                              $1,239,108        $1,266,214
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $1,963,983        $1,719,228

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

NET INCOME                                    $1,963,983        $1,716,884
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  210,746        $  190,004
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,753,237        $1,526,880
                                              ==========        ==========
NET INCOME per unit                           $     5.57        $     4.85
                                              ==========        ==========
UNITS OUTSTANDING                                314,878           314,878
                                              ==========        ==========



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



                                      -16-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                        COMBINED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

                                                    2004           2003
                                                ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $1,963,983     $1,716,884
   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                                   163,623        205,540
     Settlement of asset retirement
       obligation                                         -    (     1,044)
     Increase in accounts receivable -
       oil and gas sales                        (   104,584)   (    83,077)
     Decrease in deferred charge                      3,578              -
     Increase (decrease) in accounts
       payable                                  (    52,133)        42,699
     Increase in gas imbalance payable                2,492              -
     Decrease in accrued liability              (       920)             -
                                                 ----------     ----------
Net cash provided by operating
   activities                                    $1,976,039     $1,883,346
                                                 ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($    8,349)   ($  137,873)
                                                 ----------     ----------
Net cash used by investing
   activities                                   ($    8,349)   ($  137,873)
                                                 ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($1,792,365)   ($1,474,861)
                                                 ----------     ----------
Net cash used by financing
   activities                                   ($1,792,365)   ($1,474,861)
                                                 ----------     ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                   $  175,325     $  270,612

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                              908,655        561,177
                                                 ----------     ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $1,083,980     $  831,789
                                                 ==========     ==========

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


                                      -17-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                             COMBINED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                             September 30,     December 31,
                                                 2004              2003
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  743,283        $  638,668
   Accounts receivable:
      Oil and gas sales                          436,915           363,426
                                              ----------        ----------
        Total current assets                  $1,180,198        $1,002,094

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,202,178         1,412,445

DEFERRED CHARGE                                  207,414           207,890
                                              ----------        ----------
                                              $2,589,790        $2,622,429
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   81,647        $   82,154
   Gas imbalance payable                          43,424            43,424
   Asset retirement obligation -
      current (Note 1)                            24,164             2,397
                                              ----------        ----------
        Total current liabilities             $  149,235        $  127,975

LONG-TERM LIABILITIES:
   Accrued liability                          $    9,863        $    8,153
   Asset retirement obligation
      (Note 1)                                    77,038            95,923
                                              ----------        ----------
        Total long-term liabilities           $   86,901        $  104,076

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  120,002)      ($  129,173)
   Limited Partners, issued and
      outstanding, 228,821 units               2,473,656         2,519,551
                                              ----------        ----------
        Total Partners' capital               $2,353,654        $2,390,378
                                              ----------        ----------
                                              $2,589,790        $2,622,429
                                              ==========        ==========



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



                                      -18-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                        COMBINED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $708,149          $657,561
   Interest income                               1,235               924
   Gain sale of oil and gas
      properties                                 1,166                 -
                                              --------          --------
                                              $710,550          $658,485

COSTS AND EXPENSES:
   Lease operating                            $108,533          $105,677
   Production tax                               50,460            49,150
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                41,538            43,663
   General and administrative
      (Note 2)                                  63,747            68,413
                                              --------          --------
                                              $264,278          $266,903
                                              --------          --------

NET INCOME                                    $446,272          $391,582
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 48,180          $ 42,995
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $398,092          $348,587
                                              ========          ========
NET INCOME per unit                           $   1.74          $   1.52
                                              ========          ========
UNITS OUTSTANDING                              228,821           228,821
                                              ========          ========


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



                                      -19-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                        COMBINED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $2,127,571        $2,184,324
   Interest income                                 2,798             2,465
   Gain on sale of oil and gas
      properties                                   9,419                 -
                                              ----------        ----------
                                              $2,139,788        $2,186,789

COSTS AND EXPENSES:
   Lease operating                            $  327,431        $  334,855
   Production tax                                141,668           150,292
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 230,376           104,230
   General and administrative
      (Note 2)                                   213,922           215,289
                                              ----------        ----------
                                              $  913,397        $  804,666
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $1,226,391        $1,382,123

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

NET INCOME                                    $1,226,391        $1,385,213
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  142,286        $  147,377
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,084,105        $1,237,836
                                              ==========        ==========
NET INCOME per unit                           $     4.74        $     5.41
                                              ==========        ==========
UNITS OUTSTANDING                                228,821           228,821
                                              ==========        ==========



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



                                      -20-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                        COMBINED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

                                                  2004             2003
                                              ------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $1,226,391       $1,385,213
   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                                230,376          104,230
      Gain on sale of oil and gas
        properties                            (     9,419)               -
      Increase in accounts receivable -
        oil and gas sales                     (    73,489)     (    56,468)
      Decrease in deferred charge                     476         -
      Decrease in accounts payable            (       719)     (    22,438)
      Increase (decrease) in accrued
        liability                                   1,710      (     3,148)
                                               ----------       ----------
Net cash provided by operating
   activities                                  $1,375,326       $1,404,299
                                               ----------       ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($   15,473)     ($   20,850)
   Proceeds from the sale of oil and
      gas properties                                7,877                -
                                               ----------       ----------
Net cash used by investing
   activities                                 ($    7,596)     ($   20,850)
                                               ----------       ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($1,263,115)     ($1,118,101)
                                               ----------       ----------
Net cash used by financing
   activities                                 ($1,263,115)     ($1,118,101)
                                               ----------       ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                 $  104,615       $  265,348

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            638,668          388,042
                                               ----------       ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $  743,283       $  653,390
                                               ==========       ==========

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



                                      -21-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                             COMBINED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                             September 30,     December 31,
                                                 2004              2003
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  698,165       $  604,369
   Accounts receivable:
      Oil and gas sales                           447,240          354,719
                                               ----------       ----------
        Total current assets                   $1,145,405       $  959,088

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,198,424        1,318,881

DEFERRED CHARGE                                    33,553           32,899
                                               ----------       ----------
                                               $2,377,382       $2,310,868
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   92,349       $   66,133
   Gas imbalance payable                            3,390            3,555
   Asset retirement obligation -
      current (Note 1)                              5,316            4,566
                                               ----------       ----------
        Total current liabilities              $  101,055       $   74,254

LONG-TERM LIABILITIES:
   Accrued liability                           $   16,884       $   16,945
   Asset retirement obligation
      (Note 1)                                     95,668           93,600
                                               ----------       ----------
        Total long-term liabilities            $  112,552       $  110,545

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   84,249)     ($   91,417)
   Limited Partners, issued and
      outstanding, 171,400 Units                2,248,024        2,217,486
                                               ----------       ----------
        Total Partners' capital                $2,163,775       $2,126,069
                                               ----------       ----------
                                               $2,377,382       $2,310,868
                                               ==========       ==========



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



                                      -22-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                        COMBINED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                            $758,316          $595,801
   Interest income                                 1,133               890
   Gain on sale of oil and gas
      properties                                   2,852                 -
                                                --------          --------
                                                $762,301          $596,691

COSTS AND EXPENSES:
   Lease operating                              $121,722          $ 65,077
   Production tax                                 48,916            36,964
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 102,759            40,679
   General and administrative
      (Note 2)                                    47,777            51,225
                                                --------          --------
                                                $321,174          $193,945
                                                --------          --------

NET INCOME                                      $441,127          $402,746
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 53,095          $ 43,846
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $388,032          $358,900
                                                ========          ========
NET INCOME per unit                             $   2.27          $   2.09
                                                ========          ========
UNITS OUTSTANDING                                171,400           171,400
                                                ========          ========



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



                                      -23-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                        COMBINED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $2,227,315          $2,066,022
   Interest income                                 2,675               2,471
   Gain on sale of oil and gas
      properties                                  24,162                   -
                                              ----------          ----------
                                              $2,254,152          $2,068,493

COSTS AND EXPENSES:
   Lease operating                            $  267,892          $  283,172
   Production tax                                144,651             131,464
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 157,307             111,162
   General and administrative
      (Note 2)                                   164,907             165,729
                                              ----------          ----------
                                              $  734,757          $  691,527
                                              ----------          ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $1,519,395          $1,376,966

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

NET INCOME                                    $1,519,395          $1,381,904
                                              ==========          ==========
GENERAL PARTNER - NET INCOME                  $  163,857          $  147,503
                                              ==========          ==========
LIMITED PARTNERS - NET INCOME                 $1,355,538          $1,234,401
                                              ==========          ==========
NET INCOME per unit                           $     7.91          $     7.20
                                              ==========          ==========
UNITS OUTSTANDING                                171,400             171,400
                                              ==========          ==========



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



                                      -24-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                        COMBINED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)
                                                   2004            2003
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $1,519,395      $1,381,904
   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                                 157,307         111,162
      Gain on sale of oil and gas
        properties                             (    24,162)              -
      Increase in accounts receivable -
        oil and gas sales                      (    92,521)    (    32,897)
      Increase in deferred charge              (       654)              -
      Increase (decrease) in accounts
        payable                                     25,311     (    22,116)
      Decrease in gas imbalance payable        (       165)              -
      Decrease in accrued liability            (        61)              -
                                                ----------      ----------
Net cash provided by operating
   activities                                   $1,584,450      $1,433,115
                                                ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   30,710)    ($   37,729)
   Proceeds from sale of oil and
      gas properties                                21,745             890
                                                ----------      ----------
Net cash used by investing
   activities                                  ($    8,965)    ($   36,839)
                                                ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($1,481,689)    ($1,225,413)
                                                ----------      ----------
Net cash used by financing
   activities                                  ($1,481,689)    ($1,225,413)
                                                ----------      ----------
NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $   93,796      $  170,863

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             604,369         453,233
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $  698,165      $  624,096
                                                ==========      ==========

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



                                      -25-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                             COMBINED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                             September 30,     December 31,
                                                 2004              2003
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $1,490,786       $1,284,869
   Accounts receivable:
      Oil and gas sales                           949,618          752,979
                                               ----------       ----------
        Total current assets                   $2,440,404       $2,037,848

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                2,570,841        2,841,346

DEFERRED CHARGE                                    72,471           71,238
                                               ----------       ----------
                                               $5,083,716       $4,950,432
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  195,840       $  139,590
   Gas imbalance payable                           13,503           10,091
   Asset retirement obligation -
      current (Note 1)                             11,648           10,082
                                               ----------       ----------
        Total current liabilities              $  220,991       $  159,763

LONG-TERM LIABILITIES:
   Accrued liability                           $   32,047       $   31,668
   Asset retirement obligation
      (Note 1)                                    204,111          199,686
                                               ----------       ----------
        Total long-term liabilities            $  236,158       $  231,354

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   72,847)     ($   87,509)
   Limited Partners, issued and
      outstanding, 372,189 Units                4,699,414        4,646,824
                                               ----------       ----------
        Total Partners' capital                $4,626,567       $4,559,315
                                               ----------       ----------
                                               $5,083,716       $4,950,432
                                               ==========       ==========



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



                                      -26-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                        COMBINED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,607,190        $1,262,790
   Interest income                                 2,493             1,925
   Gain on sale of oil and gas
      properties                                   5,963                 -
                                              ----------        ----------
                                              $1,615,646        $1,264,715

COSTS AND EXPENSES:
   Lease operating                            $  259,284        $  140,542
   Production tax                                104,258            78,758
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 233,199            88,464
   General and administrative
      (Note 2)                                   102,577           110,340
                                              ----------        ----------
                                              $  699,318        $  418,104
                                              ----------        ----------

NET INCOME                                    $  916,328        $  846,611
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  112,053        $   92,431
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  804,275        $  754,180
                                              ==========        ==========
NET INCOME per unit                           $     2.16        $     2.03
                                              ==========        ==========
UNITS OUTSTANDING                                372,189           372,189
                                              ==========        ==========



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



                                      -27-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                        COMBINED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $4,731,606        $4,388,272
   Interest income                                 5,808             5,340
   Gain on sale of oil and gas
      properties                                  50,598                 -
                                              ----------        ----------
                                              $4,788,012        $4,393,612

COSTS AND EXPENSES:
   Lease operating                            $  574,445        $  604,882
   Production tax                                309,150           280,598
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 350,549           238,823
   General and administrative
      (Note 2)                                   332,274           335,057
                                              ----------        ----------
                                              $1,566,418        $1,459,360
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $3,221,594        $2,934,252

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

NET INCOME                                    $3,221,594        $2,944,499
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  349,004        $  314,488
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $2,872,590        $2,630,011
                                              ==========        ==========
NET INCOME per unit                           $     7.72        $     7.07
                                              ==========        ==========
UNITS OUTSTANDING                                372,189           372,189
                                              ==========        ==========



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



                                      -28-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                        COMBINED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)
                                                   2004            2003
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $3,221,594      $2,944,499
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Cumulative effect of changes in
        accounting for asset retirement
        obligations (Note 1)                             -     (    10,247)
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 350,549         238,823
      Gain on sale of oil and gas
        properties                             (    50,598)              -
      Increase in accounts receivable -
        oil and gas sales                      (   196,639)    (    72,199)
      Increase in deferred charge              (     1,233)              -
      Increase (decrease) in accounts
        payable                                     54,287     (    46,820)
      Increase in gas imbalance payable              3,412               -
      Increase in accrued liability                    379               -
                                                ----------      ----------
Net cash provided by operating
   activities                                   $3,381,751      $3,054,056
                                                ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   67,130)    ($   84,426)
   Proceeds from sale of oil and
      gas properties                                45,638           1,510
                                                ----------      ----------
Net cash used by investing
   activities                                  ($   21,492)    ($   82,916)
                                                ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($3,154,342)    ($2,607,642)
                                                ----------      ----------
Net cash used by financing
   activities                                  ($3,154,342)    ($2,607,642)
                                                ----------      ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $  205,917      $  363,498

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           1,284,869         959,481
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $1,490,786      $1,322,979
                                                ==========      ==========

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



                                      -29-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                             COMBINED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                             September 30,     December 31,
                                                 2004              2003
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  353,100       $  305,096
   Accounts receivable:
      Oil and gas sales                           225,816          179,434
                                               ----------       ----------
        Total current assets                   $  578,916       $  484,530

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  609,294          673,170

DEFERRED CHARGE                                    18,230           18,580
                                               ----------       ----------
                                               $1,206,440       $1,176,280
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   46,484       $   34,033
   Asset retirement obligation -
      current (Note 1)                              2,899            2,522
                                               ----------       ----------
        Total current liabilities              $   49,383       $   36,555

LONG-TERM LIABILITIES:
   Accrued liability                           $    9,609       $   10,035
   Asset retirement obligation
      (Note 1)                                     49,980           48,857
                                               ----------       ----------
        Total long-term liabilities            $   59,589       $   58,892

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   47,391)     ($   51,046)
   Limited Partners, issued and
      outstanding, 91,711 Units                 1,144,859        1,131,879
                                               ----------       ----------
        Total Partners' capital                $1,097,468       $1,080,833
                                               ----------       ----------
                                               $1,206,440       $1,176,280
                                               ==========       ==========




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



                                      -30-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                        COMBINED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                            $381,538          $299,711
   Interest income                                   525               430
   Gain on sale of oil and gas
      properties                                   1,379                 -
                                                --------          --------
                                                $383,442          $300,141

COSTS AND EXPENSES:
   Lease operating                              $ 62,041          $ 34,443
   Production tax                                 24,914            18,877
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  55,636            21,385
   General and administrative
      (Note 2)                                    26,025            27,750
                                                --------          --------
                                                $168,616          $102,455
                                                --------          --------

NET INCOME                                      $214,826          $197,686
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 26,364          $ 21,651
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $188,462          $176,035
                                                ========          ========
NET INCOME per unit                             $   2.05          $   1.92
                                                ========          ========
UNITS OUTSTANDING                                 91,711            91,711
                                                ========          ========



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



                                      -31-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                        COMBINED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,129,619        $1,044,495
   Interest income                                 1,311             1,178
   Gain on sale of oil and gas
      properties                                  11,749                 -
                                              ----------        ----------
                                              $1,142,679        $1,045,673

COSTS AND EXPENSES:
   Lease operating                            $  138,904        $  145,395
   Production tax                                 74,416            67,269
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  83,744            56,629
   General and administrative
      (Note 2)                                    98,468            98,506
                                              ----------        ----------
                                              $  395,532        $  367,799
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $  747,147        $  677,874

   Cumulative effect of change in
      accounting for asset retirement
      obligations (Note 1)                             -             2,536
                                              ----------        ----------

NET INCOME                                    $  747,147        $  680,410
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   81,167        $   72,792
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  665,980        $  607,618
                                              ==========        ==========
NET INCOME per unit                           $     7.26        $     6.63
                                              ==========        ==========
UNITS OUTSTANDING                                 91,711            91,711
                                              ==========        ==========




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



                                      -32-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                        COMBINED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)
                                                    2004             2003
                                                 ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                     $747,147         $680,410
   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                                  83,744           56,629
      Gain on sale of oil and gas
        properties                               (  11,749)               -
      Increase in accounts receivable -
        oil and gas sales                        (  46,382)       (  18,531)
      Decrease in deferred charge                      350                -
      Increase (decrease) in accounts
        payable                                     11,967        (  10,145)
      Decrease in accrued liability              (     426)               -
                                                  --------         --------
Net cash provided by operating
   activities                                     $784,651         $705,827
                                                  --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                          ($ 16,778)       ($ 21,914)
   Proceeds from sale of oil and
      gas properties                                10,643              195
                                                  --------         --------
Net cash used by investing
   activities                                    ($  6,135)       ($ 21,719)
                                                  --------         --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                            ($730,512)       ($595,460)
                                                  --------         --------
Net cash used by financing
   activities                                    ($730,512)       ($595,460)
                                                  --------         --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                    $ 48,004         $ 88,648

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             305,096          224,669
                                                  --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                  $353,100         $313,317
                                                  ========         ========

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


                                      -33-
<PAGE>




              GEODYNE ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
                    CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (Unaudited)


1.    ACCOUNTING POLICIES
      -------------------

      The combined balance sheets as of September 30, 2004,  combined statements
      of operations  for the three and nine months ended  September 30, 2004 and
      2003,  and  combined  statements  of cash flows for the nine months  ended
      September 30, 2004 and 2003 have been prepared by Geodyne Resources, Inc.,
      the  General  Partner of the limited  partnerships,  without  audit.  Each
      limited partnership is a general partner in the related Geodyne Production
      Partnership  in which  Geodyne  Resources,  Inc.  serves  as the  managing
      partner.  Unless the context  indicates  otherwise,  all  references  to a
      "Partnership"  or  the   "Partnerships"  are  references  to  the  limited
      partnership and its related production partnership,  collectively, and all
      references to the "General  Partner" are references to the general partner
      of the limited  partnerships  and the managing  partner of the  production
      partnerships,  collectively.  In the opinion of  management  the financial
      statements referred to above include all necessary adjustments, consisting
      of normal recurring adjustments,  to present fairly the combined financial
      position at September 30, 2004, the combined results of operations for the
      three and nine months ended  September 30, 2004 and 2003, and the combined
      cash flows for the nine months ended September 30, 2004 and 2003.

      Information  and  footnote  disclosures  normally  included  in  financial
      statements  prepared in  accordance  with  generally  accepted  accounting
      principles  have been  condensed  or  omitted.  The  accompanying  interim
      financial  statements should be read in conjunction with the Partnerships'
      Annual Report on Form 10-K filed for the year ended December 31, 2003. The
      results of  operations  for the period  ended  September  30, 2004 are not
      necessarily indicative of the results to be expected for the full year.

      The Limited  Partners' net income or loss per unit is based upon each $100
      initial capital contribution.


      RECLASSIFICATION
      ----------------

      Certain prior year balances have been reclassified to conform with current
      year presentation.




                                      -34-
<PAGE>




      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 Partner's
      property  screening  costs.  The acquisition  cost to the  Partnerships 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 costs 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  unit-of-production
      method.  The  Partnerships'  depletion,   depreciation,  and  amortization
      includes  estimated  dismantlement  and  abandonment  costs and  estimated
      salvage value of the equipment.

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


      ACCRUED LIABILITY - OTHER
      -------------------------

      The Accrued  Liability - Other at September 30, 2004 and December 31, 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.





                                      -35-
<PAGE>




      ASSET RETIREMENT OBLIGATIONS
      ----------------------------

      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
                                           (Decrease)
                           Increase           in
                              in           Net Income
                          Capitalized       for the
                           Cost of Oil   Change in Asset
                            and Gas        Accounting      Retirement
        Partnerships      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 will be adjusted upwards each quarter in
      order to recognize accretion of the time-related  discount factor. For the
      nine months ended September 30, 2004, the II-A,  II-B,  II-C,  II-D, II-E,
      II-F, II-G, and II-H Partnerships recognized approximately $8,000, $5,000,
      $2,000,  $7,000, $4,000,  $4,000, $8,000 and $2,000,  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 three
      and nine months ended September 30, 2004 and 2003 are as shown below.





                                      -36-
<PAGE>



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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               9/30/2004         9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, July 1                     $282,712          $291,842
      Additions and revisions                         78                 -
      Accretion expense                            2,328             2,713
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $285,118          $294,555
                                                ========          ========


                                              Nine Months       Nine Months
                                                 Ended             Ended
                                               9/30/2004         9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $277,914          $286,238
      Additions and revisions                         78                 -
      Accretion expense                            7,126             8,317
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Period              $285,118          $294,555
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 15,007          $      -
      Asset Retirement Obligation -
         Long-Term                               270,111           294,555






                                      -37-
<PAGE>



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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               9/30/2004         9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, July 1                     $205,612          $212,371
      Accretion expense                            1,698             2,001
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $207,310          $214,372
                                                ========          ========


                                              Nine Months       Nine Months
                                                 Ended             Ended
                                               9/30/2004         9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $202,141          $208,259
      Accretion expense                            5,169             6,113
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Period              $207,310          $214,372
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 16,434          $      -
      Asset Retirement Obligation -
         Long-Term                               190,876           214,372



                                      -38-
<PAGE>



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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               9/30/2004        9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, July 1                      $72,606           $69,593
      Accretion expense                              671               717
                                                 -------           -------
      Total Asset Retirement,
         Obligation, End of Quarter              $73,277           $70,310
                                                 =======           =======


                                               Nine Months      Nine Months
                                                 Ended             Ended
                                               9/30/2004         9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                   $71,173           $68,318
      Settlements and disposals                        -          (    243)
      Accretion expense                            2,104             2,235
                                                 -------           -------
      Total Asset Retirement,
         Obligation, End of Period               $73,277           $70,310
                                                 =======           =======
      Asset Retirement Obligation -
         Current                                 $10,460           $     -
      Asset Retirement Obligation -
         Long-Term                                62,817            70,310





                                      -39-
<PAGE>



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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               9/30/2004        9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, July 1                     $189,766          $184,096
      Accretion expense                            1,868             1,912
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $191,634          $186,008
                                                ========          ========


                                              Nine Months       Nine Months
                                                 Ended             Ended
                                               9/30/2004        9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $185,990          $182,622
      Settlements and disposals                        -         (   2,546)
      Accretion expense                            5,644             5,932
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Period              $191,634          $186,008
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 25,370          $      -
      Asset Retirement Obligation -
         Long-Term                               166,264           186,008




                                      -40-
<PAGE>



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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               9/30/2004        9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, July 1                     $100,357           $97,122
      Settlements and disposals                (     132)                -
      Accretion expense                              977             1,017
                                                --------           -------
      Total Asset Retirement,
         Obligation, End of Quarter             $101,202           $98,139
                                                ========           =======


                                              Nine Months      Nine Months
                                                 Ended             Ended
                                               9/30/2004        9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $ 98,320           $95,050
      Settlements and disposals                (     132)                -
      Accretion expense                            3,014             3,089
                                                --------           -------
      Total Asset Retirement,
         Obligation, End of Period              $101,202           $98,139
                                                ========           =======
      Asset Retirement Obligation -
         Current                                $ 24,164           $     -
      Asset Retirement Obligation -
         Long-Term                                77,038            98,139



                                      -41-
<PAGE>



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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               9/30/2004        9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, July 1                     $100,278           $98,412
      Settlements and disposals                (     322)                -
      Accretion expense                            1,028             1,065
                                                --------           -------
      Total Asset Retirement,
         Obligation, End of Quarter             $100,984           $99,477
                                                ========           =======


                                              Nine Months      Nine Months
                                                 Ended             Ended
                                               9/30/2004        9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $ 98,166           $96,226
      Settlements and disposals                (     322)                -
      Accretion expense                            3,140             3,251
                                                --------           -------
      Total Asset Retirement,
         Obligation, End of Period              $100,984           $99,477
                                                ========           =======
      Asset Retirement Obligation -
         Current                                $  5,316           $     -
      Asset Retirement Obligation -
         Long-Term                                95,668            99,477



                                      -42-
<PAGE>



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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               9/30/2004         9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, July 1                     $214,245          $212,179
      Settlements and disposals                (     673)                -
      Accretion expense                            2,187             2,297
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $215,759          $214,476
                                                ========          ========


                                              Nine Months      Nine Months
                                                 Ended             Ended
                                               9/30/2004        9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $209,768          $207,505
      Settlements and disposals                (     673)                -
      Accretion expense                            6,664             6,971
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Period              $215,759          $214,476
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 11,648          $      -
      Asset Retirement Obligation -
         Long-Term                               204,111           214,476



                                      -43-
<PAGE>




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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               9/30/2004        9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, July 1                     $ 52,511           $51,950
      Settlements and disposals                (     156)                -
      Accretion expense                              524               565
                                                --------           -------
      Total Asset Retirement,
         Obligation, End of Quarter             $ 52,879           $52,515
                                                ========           =======


                                              Nine Months      Nine Months
                                                 Ended             Ended
                                               9/30/2004        9/30/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $ 51,379           $50,790
      Settlements and disposals                (     156)                -
      Accretion expense                            1,656             1,725
                                                --------           -------
      Total Asset Retirement,
         Obligation, End of Period              $ 52,879           $52,515
                                                ========           =======
      Asset Retirement Obligation -
         Current                                $  2,899           $     -
      Asset Retirement Obligation -
         Long-Term                                49,980            52,515



2.    TRANSACTIONS WITH RELATED PARTIES
      ---------------------------------

      The Partnerships'  Partnership Agreements provide for reimbursement to the
      General Partner for all direct general and administrative expenses and for
      the general and  administrative  overhead  applicable to the  Partnerships
      based on an allocation of actual costs  incurred.  During the three months
      ended September 30, 2004, the following  payments were made to the General
      Partner or its affiliates by the Partnerships:



                                      -44-
<PAGE>




                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        ------------------        --------------
               II-A                   $6,025                $127,443
               II-B                    4,825                  95,190
               II-C                    2,806                  40,689
               II-D                    4,371                  82,863
               II-E                    3,531                  60,216
               II-F                    2,672                  45,105
               II-G                    4,633                  97,944
               II-H                    1,890                  24,135

      During the nine months ended  September 30, 2004,  the following  payments
      were made to the General Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        ------------------        --------------
               II-A                  $43,604                $382,329
               II-B                   38,188                 285,570
               II-C                   29,071                 122,067
               II-D                   36,115                 248,589
               II-E                   33,274                 180,648
               II-F                   29,592                 135,315
               II-G                   38,442                 293,832
               II-H                   26,063                  72,405

      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 their activities.




                                      -45-
<PAGE>



ITEM 2.     MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF  FINANCIAL  CONDITION  AND
            RESULTS OF OPERATIONS

USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES
-----------------------------------------------

      This Quarterly 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
      Quarterly 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, and otherwise indicated.

GENERAL
-------

      The  Partnerships  are engaged in the business of acquiring  and operating
      producing oil and gas properties located in the continental United States.
      In general, a Partnership acquired producing properties and did not engage
      in  development  drilling  or  enhanced  recovery  projects,  except as an
      incidental  part of the management of the producing  properties  acquired.
      Therefore,  the  economic  life  of  each  Partnership,  and  its  related
      Production Partnership, is limited to the period of time required to fully
      produce its acquired oil and gas  reserves.  The net proceeds from the oil
      and gas operations are distributed to the Limited Partners and the General
      Partner  in  accordance  with the terms of the  Partnerships'  partnership
      agreements.




                                      -46-
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

      The Partnerships began operations and investors were assigned their rights
      as Limited Partners,  having made capital contributions in the amounts and
      on the dates set forth below:

                                                            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

      In general,  the amount of funds  available for  acquisition  of producing
      properties was equal to the capital contributions of the Limited Partners,
      less 15% for sales  commissions and  organization and management fees. All
      of the Partnerships have fully invested their capital contributions.

      Net proceeds from the  operations  less  necessary  operating  capital are
      distributed to the Limited Partners on a quarterly basis. Revenues and net
      proceeds of a Partnership  are largely  dependent  upon the volumes of oil
      and gas sold and the  prices  received  for  such oil and gas.  While  the
      General  Partner cannot predict  future  pricing  trends,  it believes the
      working  capital  available as of  September  30, 2004 and the net revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

      Occasional  expenditures for new wells or well recompletions or workovers,
      however, may reduce or eliminate cash available for a particular quarterly
      distribution.

      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. As of the date of this  Quarterly  Report,  the General
      Partner has not yet  determined  whether to further extend the term of any
      Partnership.





                                      -47-
<PAGE>




CRITICAL ACCOUNTING POLICIES
----------------------------

      The  Partnerships  follow the successful  efforts method of accounting for
      their oil and gas properties.  Under the successful  efforts  method,  the
      Partnerships  capitalize all property  acquisition  costs and  development
      costs incurred in connection  with the further  development of oil and gas
      reserves.  Property  acquisition  costs  include  costs  incurred  by  the
      Partnerships  or the  General  Partner  to acquire  producing  properties,
      including  related  title  insurance or  examination  costs,  commissions,
      engineering, legal and accounting fees, and similar costs directly related
      to the  acquisitions  plus an allocated  portion of the General  Partner's
      property  screening costs. The acquisition cost to the Partnerships of the
      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  unit-of-production
      method.  The  Partnerships'  calculation of depreciation,  depletion,  and
      amortization  includes  estimated  dismantlement and abandonment costs and
      estimated  salvage  value  of  the  equipment.   When  complete  units  of
      depreciable  property  are  retired or sold,  the asset  cost and  related
      accumulated  depreciation  are eliminated with any gain or loss (including
      the elimination of the asset retirement  obligation)  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 oil and gas
      properties  within a field exceeds 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 estimated  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  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 rate used in calculating the Deferred Charge



                                      -48-
<PAGE>



      and Accrued Liability is the annual average production costs per Mcf.

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


NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------

      Below is a brief  description of Financial  Accounting  Standards  ("FAS")
      recently issued by the Financial Accounting Standards Board ("FASB") which
      may have an impact on the  Partnerships'  future results of operations and
      financial position.

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
      Retirement  Obligations",  which is effective  for fiscal years  beginning
      after June 15, 2002 (January 1, 2003 for the Partnerships).  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:





                                      -49-
<PAGE>




                                            Increase
                                           (Decrease)
                           Increase           in
                              in           Net Income
                          Capitalized       for the
                           Cost of Oil   Change in Asset
                            and Gas        Accounting      Retirement
        Partnerships      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 will be adjusted upwards each quarter in
      order to recognize accretion of the time-related  discount factor. For the
      nine months ended September 30, 2004, the II-A,  II-B,  II-C,  II-D, II-E,
      II-F, II-G, and II-H Partnerships recognized approximately $8,000, $5,000,
      $2,000, $7,000, $4,000,  $4,000, $8,000, and $2,000,  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.


PROVED RESERVES AND NET PRESENT VALUE
-------------------------------------

      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  future.  Although  every
      reasonable  effort has been made to ensure  that these  reserve  estimates
      represent the most accurate assessment  possible,  the significance of the
      subjective  decisions required and variances in available data for various
      reservoirs  make  these  estimates   generally  less  precise  than  other
      estimates presented in connection with financial statement disclosures.

      The  following  tables   summarize   changes  in  net  quantities  of  the
      Partnerships'  proved  reserves,  all of which are  located  in the United
      States, for the periods  indicated.  The proved reserves were estimated by
      petroleum  engineers  employed by affiliates of the Partnerships,  and are
      annually reviewed by



                                      -50-
<PAGE>



      an  independent  engineering  firm.  "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.  The  following  information
      includes certain gas balancing  adjustments  which cause the gas volume to
      differ from the reserve reports prepared by the General Partner.

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

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

      Proved reserves, Dec. 31, 2003             578,339        6,602,791
         Production                             ( 17,623)      (  162,681)
         Extensions and discoveries                3,093            1,740
         Revisions of previous
            estimates                             25,662           16,575
                                                 -------        ---------

      Proved reserves, March 31, 2004            589,471        6,458,425
         Production                             ( 17,229)      (  179,580)
         Extensions and discoveries                    -               34
         Revisions of previous
            estimates                             35,658           77,563
                                                 -------        ---------

      Proved reserves, June 30, 2004             607,900        6,356,442
         Production                             ( 15,639)      (  152,494)
         Extensions and discoveries                  274              121
         Revisions of previous
            estimates                             56,472           55,182
                                                 -------        ---------

      Proved reserves, Sept. 30, 2004            649,007        6,259,251
                                                 =======        =========





                                      -51-
<PAGE>




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

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

      Proved reserves, Dec. 31, 2003             450,386        5,031,097
         Production                             ( 11,835)      (  124,571)
         Extensions and discoveries                    -               99
         Revisions of previous
            estimates                             16,479       (      787)
                                                 -------        ---------

      Proved reserves, March 31, 2004            455,030        4,905,838
         Production                             ( 10,439)      (  154,801)
         Revisions of previous
            estimates                             13,740          112,485
                                                 -------        ---------

      Proved reserves, June 30, 2004             458,331        4,863,522
         Production                             ( 10,226)      (  113,757)
         Revisions of previous
            estimates                             38,013            5,904
                                                 -------        ---------

      Proved reserves, Sept. 30, 2004            486,118        4,755,669
                                                 =======        =========



                                      -52-
<PAGE>




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

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

      Proved reserves, Dec. 31, 2003             166,878        3,471,332
         Production                             (  4,506)      (   72,221)
         Revisions of previous
            estimates                              3,589            2,730
                                                 -------        ---------

      Proved reserves, March 31, 2004            165,961        3,401,841
         Production                             (  3,694)      (   86,749)
         Revisions of previous
            estimates                              3,479          170,517
                                                 -------        ---------

      Proved reserves, June 30, 2004             165,746        3,485,609
         Production                             (  3,587)      (   65,885)
         Revisions of previous
            estimates                             10,546            3,403
                                                 -------        ---------

      Proved reserves, Sept. 30, 2004            172,705        3,423,127
                                                 =======        =========




                                      -53-
<PAGE>




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

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

      Proved reserves, Dec. 31, 2003             205,493        8,820,151
         Production                             (  7,389)      (  173,189)
         Revisions of previous
            estimates                              6,907       (   94,156)
                                                 -------        ---------

      Proved reserves, March 31, 2004            205,011        8,552,806
         Production                             (  5,855)      (  163,105)
         Revisions of previous
            estimates                             15,572          282,953
                                                 -------        ---------

      Proved reserves, June 30, 2004             214,728        8,672,654
         Production                             (  6,060)      (  164,451)
         Revisions of previous
            estimates                             11,473           51,298
                                                 -------        ---------

      Proved reserves, Sept. 30, 2004            220,141        8,559,501
                                                 =======        =========




                                      -54-
<PAGE>




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

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

      Proved reserves, Dec. 31, 2003             185,726        4,993,342
         Production                             (  5,116)      (  113,320)
         Revisions of previous
            estimates                              1,450       (  101,967)
                                                 -------        ---------

      Proved reserves, March 31, 2004            182,060        4,778,055
         Production                             (  4,476)      (  103,692)
         Revisions of previous
            estimates                              6,525          199,399
                                                 -------        ---------

      Proved reserves, June 30, 2004             184,109        4,873,762
         Production                             (  4,080)      (  108,497)
         Revisions of previous
            estimates                              3,336           13,860
                                                 -------        ---------

      Proved reserves, Sept. 30, 2004            183,365        4,779,125
                                                 =======        =========




                                      -55-
<PAGE>




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

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

      Proved reserves, Dec. 31, 2003             294,371        3,805,394
         Production                             (  7,519)      (  123,018)
         Sale of minerals in place              (     63)               -
         Revisions of previous
            estimates                           (  4,418)      (    7,353)
                                                 -------        ---------

      Proved reserves, March 31, 2004            282,371        3,675,023
         Production                             (  6,001)      (   91,744)
         Revisions of previous
            estimates                             36,234          353,113
                                                 -------        ---------

      Proved reserves, June 30, 2004             312,604        3,936,392
         Production                             (  5,762)      (  113,565)
         Extensions and discoveries                3,161            2,896
         Revisions of previous
            estimates                                413       (   35,646)
                                                 -------        ---------

      Proved reserves, Sept. 30, 2004            310,416        3,790,077
                                                 =======        =========



                                      -56-
<PAGE>




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

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

      Proved reserves, Dec. 31, 2003             618,052        8,180,541
         Production                             ( 15,750)      (  262,468)
         Sale of minerals in place              (    134)               -
         Revisions of previous
            estimates                           (  9,228)      (   14,416)
                                                 -------        ---------

      Proved reserves, March 31, 2004            592,940        7,903,657
         Production                             ( 12,588)      (  194,394)
         Extensions and discoveries                6,476            5,914
         Revisions of previous
            estimates                             69,552          741,428
                                                 -------        ---------

      Proved reserves, June 30, 2004             656,380        8,456,605
         Production                             ( 12,081)      (  241,799)
         Extensions and discoveries                  139              141
         Revisions of previous
            estimates                              6,994       (   80,279)
                                                 -------        ---------

      Proved reserves, Sept. 30, 2004            651,432        8,134,668
                                                 =======        =========





                                      -57-
<PAGE>




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

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

      Proved reserves, Dec. 31, 2003             144,069        1,990,234
         Production                             (  3,652)      (   63,116)
         Sale of minerals in place              (     35)               -
         Revisions of previous
            estimates                           (  2,142)      (    2,552)
                                                 -------        ---------

      Proved reserves, March 31, 2004            138,240        1,924,566
         Production                             (  2,924)      (   47,729)
         Revisions of previous
            estimates                             17,620          177,037
                                                 -------        ---------

      Proved reserves, June 30, 2004             152,936        2,053,874
         Production                             (  2,808)      (   57,858)
         Revisions of previous
            estimates                              1,564       (   23,690)
                                                 -------        ---------

      Proved reserves, Sept. 30, 2004            151,692        1,972,326
                                                 =======        =========

      The  net  present   value  of  the   Partnerships'   reserves  may  change
      dramatically  as oil and gas prices  change or as  volumes  change for the
      reasons  described above.  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.

      The  following  table  indicates  the  estimated  net present value of the
      Partnerships'  proved  reserves as of September  30, 2004,  June 30, 2004,
      March 31, 2004, and December 31, 2003. Net present value  attributable  to
      the  Partnerships'  proved reserves was calculated on the basis of current
      costs  and  prices  as of the date of  estimation.  Such  prices  were not
      escalated except in certain circumstances where escalations were fixed and
      readily  determinable in accordance with applicable  contract  provisions.
      The  table  also   indicates  the  gas  prices  in  effect  on  the  dates
      corresponding to the reserve valuations. Changes in the oil and gas prices
      cause the estimates of remaining  economically  recoverable  reserves,  as
      well as the values placed on said  reserves to fluctuate.  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 September 30, 2004. There



                                      -58-
<PAGE>



      can be no assurance  that the prices used in  calculating  the net present
      value of the  Partnerships'  proved  reserves at  September  30, 2004 will
      actually be realized for such production.

                           Net Present Value of Reserves (In 000's)
                        ---------------------------------------------
      Partnership       9/30/04      6/30/04     3/31/04     12/31/03
      -----------       -------      -------     -------     --------
         II-A           $25,046      $21,116     $20,313     $20,047
         II-B            18,568       15,638      14,950      15,116
         II-C            11,148       10,133       9,578       9,758
         II-D            23,461       21,972      21,351      21,845
         II-E            14,036       12,984      12,188      12,588
         II-F            14,072       12,778      11,524      11,766
         II-G            30,351       27,691      25,027      25,545
         II-H             7,129        6,533       5,898       6,023

                                      Oil and Gas Prices
                        ----------------------------------------------
        Pricing         9/30/04      6/30/04     3/31/04      12/31/03
      -----------       -------      -------     -------      --------
      Oil (Bbl)         $ 49.56      $ 33.75     $ 32.50      $ 29.25
      Gas (Mcf)            6.23         6.04        5.63         5.77


RESULTS OF OPERATIONS
---------------------

      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 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;



                                      -59-
<PAGE>




      *     The  ability  of  the  members  of  the  Organization  of  Petroleum
            Exporting Countries ("OPEC") to agree to 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.

      II-A PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2004 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                   2004             2003
                                                ----------       ----------
      Oil and gas sales                         $1,504,390       $1,309,670
      Oil and gas production expenses           $  331,420       $  337,944
      Barrels produced                              15,639           17,987
      Mcf produced                                 152,494          180,852
      Average price/Bbl                         $    41.38       $    26.32
      Average price/Mcf                         $     5.62       $     4.62

      As shown in the table above,  total oil and gas sales  increased  $194,720
      (14.9%) for the three months ended  September  30, 2004 as compared to the
      three months ended  September  30, 2003. Of this  increase,  approximately
      $236,000  and  $152,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by decreases of approximately $62,000 and $131,000, respectively,  related
      to decreases  in volumes of oil and gas sold.  Volumes of oil and gas sold
      decreased 2,348 barrels and 28,358 Mcf, respectively, for the three months
      ended  September 30, 2004 as compared to the three months ended  September
      30,  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



                                      -60-
<PAGE>



      significant  well during the three months ended  September  30, 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  operator  on one  significant  well  during  the three  months  ended
      September 30, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $6,524  (1.9%) for the three  months  ended
      September  30, 2004 as compared to the three  months ended  September  30,
      2003. As a percentage of oil and gas sales,  these  expenses  decreased to
      22.0% for the three  months  ended  September  30, 2004 from 25.8% for the
      three  months  ended  September  30, 2003.  This  percentage  decrease was
      primarily due to the increase in oil and gas sales.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $12,279 (20.7%) for the three months ended September 30, 2004 as
      compared to the three months ended  September 30, 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  reserves  since
      September  30, 2003.  As a percentage  of oil and gas sales,  this expense
      decreased to 3.1% for the three months ended  September 30, 2004 from 4.5%
      for the three months ended September 30, 2003.  This  percentage  decrease
      was primarily due to (i) the dollar decrease in  depreciation,  depletion,
      and  amortization  of oil and gas  properties and (ii) the increase in oil
      and gas sales.

      General and administrative expenses decreased $10,158 (7.1%) for the three
      months  ended  September  30, 2004 as compared to the three  months  ended
      September 30, 2003. As a percentage of oil and gas sales,  these  expenses
      decreased to 8.9% for the three months ended September 30, 2004 from 11.0%
      for the three months ended September 30, 2003.  This  percentage  decrease
      was  primarily  due to (i) the  increase in oil and gas sales and (ii) the
      dollar decrease in general and administrative expenses.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2004  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                   2004             2003
                                                ----------       ----------
      Oil and gas sales                         $4,345,158       $4,355,746
      Oil and gas production expenses           $1,061,680       $1,036,270
      Barrels produced                              50,491           56,555
      Mcf produced                                 494,755          556,504
      Average price/Bbl                         $    35.72       $    27.68
      Average price/Mcf                         $     5.14       $     5.01

      As shown in the table above,  total oil and gas sales remained  relatively
      constant for the nine months ended



                                      -61-
<PAGE>



      September  30, 2004 and 2003.  Decreases  of  approximately  $168,000  and
      $310,000,  respectively,  related to  decreases  in volumes of oil and gas
      sold were substantially offset by increases of approximately  $406,000 and
      $61,000,  respectively,  related to increases in the average prices of oil
      and gas sold.  Volumes of oil and gas sold  decreased  6,064  barrels  and
      61,749 Mcf, respectively,  for the nine months ended September 30, 2004 as
      compared to the nine months  ended  September  30,  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 the nine months ended September 30, 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  operator  on one  significant  well  during  the  nine  months  ended
      September 30, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $25,410  (2.5%) for the nine  months  ended
      September  30, 2004 as compared to the nine  months  ended  September  30,
      2003. As a percentage of oil and gas sales,  these  expenses  increased to
      24.4% for the nine months ended September 30, 2004 from 23.8% for the nine
      months ended September 30, 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $22,666 (13.6%) for the nine months ended September 30, 2004 as
      compared to the nine months ended  September  30, 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  reserves  since
      September  30, 2003.  As a percentage  of oil and gas sales,  this expense
      decreased to 3.3% for the nine months ended  September  30, 2004 from 3.8%
      for the nine months ended September 30, 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 for the
      nine months ended  September 30, 2004 and 2003. As a percentage of oil and
      gas sales,  these expenses  remained  constant at 9.8% for the nine months
      ended September 30, 2004 and 2003.

      The Limited Partners have received cash  distributions  through  September
      30, 2004  totaling  $60,166,357  or 124.24% of Limited  Partners'  capital
      contributions.




                                      -62-
<PAGE>




      II-B PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2004 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                   2004            2003
                                                ----------       --------
      Oil and gas sales                         $1,116,621       $929,557
      Oil and gas production expenses           $  247,402       $247,756
      Barrels produced                              10,226         11,170
      Mcf produced                                 113,757        135,853
      Average price/Bbl                         $    43.73       $  28.99
      Average price/Mcf                         $     5.88       $   4.46

      As shown in the table above,  total oil and gas sales  increased  $187,064
      (20.1%) for the three months ended  September  30, 2004 as compared to the
      three months ended  September  30, 2003. Of this  increase,  approximately
      $151,000  and  $162,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by decreases of approximately $27,000 and $99,000,  respectively,  related
      to decreases  in volumes of oil and gas sold.  Volumes of oil and gas sold
      decreased 944 barrels and 22,096 Mcf,  respectively,  for the three months
      ended  September 30, 2004 as compared to the three months ended  September
      30,  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 operator on one  significant  well during the three
      months ended September 30, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) remained  relatively constant for the three months ended
      September 30, 2004 and 2003. A decrease in production  expenses  primarily
      due to workover expenses incurred on one significant well during the three
      months  ended  September  30,  2003  was  substantially  offset  by (i) an
      increase in production  taxes  associated with the increase in oil and gas
      sales, (ii) workover expenses incurred on two significant wells during the
      three months ended September 30, 2004, and (iii) an increase in salt water
      disposal  expenses on two significant  wells during the three months ended
      September  30, 2004 as compared to the three  months ended  September  30,
      2003. As of the date of this Quarterly Report, management anticipates that
      saltwater  disposal  expenses  will remain at their current  levels.  As a
      percentage of oil and gas sales, these expenses decreased to 22.2% for the
      three  months  ended  September  30, 2004 from 26.7% for the three  months
      ended September 30, 2003.  This  percentage  decrease was primarily due to
      the increase in oil and gas sales.




                                      -63-
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $5,326 (11.6%) for the three months ended September 30, 2004 as
      compared to the three months ended  September 30, 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  reserves  since
      September  30, 2003.  As a percentage  of oil and gas sales,  this expense
      decreased to 3.6% for the three months ended  September 30, 2004 from 5.0%
      for the three months ended September 30, 2003.  This  percentage  decrease
      was  primarily  due to (i) the  increase in oil and gas sales and (ii) the
      dollar decrease in  depreciation,  depletion,  and amortization of oil and
      gas properties.

      General and administrative  expenses decreased $7,519 (7.0%) for the three
      months  ended  September  30, 2004 as compared to the three  months  ended
      September 30, 2003. As a percentage of oil and gas sales,  these  expenses
      decreased to 9.0% for the three months ended September 30, 2004 from 11.6%
      for the three months ended September 30, 2003.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2004  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                   2004             2003
                                                ----------       ----------
      Oil and gas sales                         $3,194,701       $2,967,617
      Oil and gas production expenses           $  789,481       $  738,589
      Barrels produced                              32,500           31,015
      Mcf produced                                 393,129          424,464
      Average price/Bbl                         $    37.25       $    28.95
      Average price/Mcf                         $     5.05       $     4.88

      As shown in the table above,  total oil and gas sales  increased  $227,084
      (7.7%) for the nine  months  ended  September  30, 2004 as compared to the
      nine months ended September 30, 2003. Of this increase,  approximately (i)
      $270,000  and  $67,000,  respectively,  were  related to  increases in the
      average  prices of oil and gas sold and (ii)  $43,000  was  related  to an
      increase in volumes of oil sold.  These increases were partially offset by
      a decrease of  approximately  $153,000 related to a decrease in volumes of
      gas sold.  Volumes of oil sold increased  1,485 barrels,  while volumes of
      gas sold decreased 31,335 Mcf for the nine months ended September 30, 2004
      as compared to the nine months ended September 30, 2003.




                                      -64-
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $50,892  (6.9%) for the nine  months  ended
      September  30, 2004 as compared to the nine  months  ended  September  30,
      2003. As a percentage of oil and gas sales,  these  expenses  decreased to
      24.7% for the nine months ended September 30, 2004 from 24.9% for the nine
      months ended September 30, 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $21,860 (16.2%) for the nine months ended September 30, 2004 as
      compared to the nine months ended  September  30, 2003.  This decrease was
      primarily  due to (i) upward  revisions in the  estimates of remaining oil
      reserves since  September 30, 2003 and (ii) the decrease in volumes of gas
      sold. As a percentage of oil and gas sales, this expense decreased to 3.5%
      for the nine months ended September 30, 2004 from 4.5% for the nine months
      ended September 30, 2003.  This  percentage  decrease was primarily due to
      (i) the dollar decrease in  depreciation,  depletion,  and amortization of
      oil and gas properties and (ii) the increase in oil and gas sales.

      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 2004 and 2003. As a percentage of oil and
      gas sales,  these  expenses  decreased  to 10.1% for the nine months ended
      September  30, 2004 from 11.0% for the nine  months  ended  September  30,
      2003.

      The Limited Partners have received cash  distributions  through  September
      30, 2004  totaling  $43,261,916  or 119.60% of Limited  Partners'  capital
      contributions.

      II-C PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2004 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                    2004             2003
                                                  --------         --------
      Oil and gas sales                           $525,483         $433,234
      Oil and gas production expenses             $105,948         $118,433
      Barrels produced                               3,587            3,903
      Mcf produced                                  65,885           74,009
      Average price/Bbl                           $  44.23         $  29.12
      Average price/Mcf                           $   5.57         $   4.32

      As shown in the table  above,  total oil and gas sales  increased  $92,249
      (21.3%) for the three months ended  September  30, 2004 as compared to the
      three months ended  September  30, 2003. Of this  increase,  approximately
      $54,000  and  $82,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold.  These increases were partially offset
      by decreases of approximately $9,000 and $35,000, respectively, related to
      decreases in volumes of



                                      -65-
<PAGE>



      oil and gas sold.  Volumes of oil and gas sold  decreased  316 barrels and
      8,124 Mcf, respectively,  for the three months ended September 30, 2004 as
      compared to the three months  ended  September  30, 2003.  The decrease in
      volumes of gas sold was primarily due to normal declines in production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $12,485  (10.5%) for the three months ended
      September  30, 2004 as compared to the three  months ended  September  30,
      2003. This decrease was primarily due to (i) workover expenses incurred on
      two significant wells during the three months ended September 30, 2003 and
      (ii) a decrease in lease operating  expenses  associated with the decrease
      in volumes of oil and gas sold.  These decreases were partially  offset by
      an increase in production  taxes  associated  with the increase in oil and
      gas sales. As a percentage of oil and gas sales,  these expenses decreased
      to 20.2% for the three months ended  September 30, 2004 from 27.3% for the
      three  months  ended  September  30, 2003.  This  percentage  decrease was
      primarily due to (i) the increase in oil and gas sales and (ii) the dollar
      decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $4,823 (23.1%) for the three months ended September 30, 2004 as
      compared to the three months ended  September 30, 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 since
      September  30, 2003.  As a percentage  of oil and gas sales,  this expense
      decreased to 3.0% for the three months ended  September 30, 2004 from 4.8%
      for the three months ended September 30, 2003.  This  percentage  decrease
      was primarily due to (i) the dollar decrease in  depreciation,  depletion,
      and  amortization  of oil and gas  properties and (ii) the increase in oil
      and gas sales.

      General and administrative  expenses decreased $3,075 (6.6%) for the three
      months  ended  September  30, 2004 as compared to the three  months  ended
      September  30, 2003.  As a percentage  of oil and gas sales,  this expense
      decreased to 8.3% for the three months ended September 30, 2004 from 10.7%
      for the three months ended September 30, 2003.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.




                                      -66-
<PAGE>



      NINE MONTHS  ENDED  SEPTEMBER  30, 2004  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                     2004           2003
                                                  ----------     ----------
      Oil and gas sales                           $1,542,920     $1,468,547
      Oil and gas production expenses             $  361,653     $  360,636
      Barrels produced                                11,787         10,941
      Mcf produced                                   224,855        245,335
      Average price/Bbl                           $    37.21     $    29.13
      Average price/Mcf                           $     4.91     $     4.69

      As shown in the table  above,  total oil and gas sales  increased  $74,373
      (5.1%) for the nine  months  ended  September  30, 2004 as compared to the
      nine months ended September 30, 2003. Of this increase,  approximately (i)
      $95,000  and  $50,000,  respectively,  were  related to  increases  in the
      average  prices of oil and gas sold and (ii)  $25,000  was  related  to an
      increase in volumes of oil sold.  These increases were partially offset by
      a decrease of  approximately  $96,000  related to a decrease in volumes of
      gas sold. Volumes of oil sold increased 846 barrels,  while volumes of gas
      sold decreased  20,480 Mcf for the nine months ended September 30, 2004 as
      compared to the nine months ended September 30, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) remained  relatively  constant for the nine months ended
      September 30, 2004 and 2003.  Increases in production  expenses  primarily
      due to (i) an increase in salt water disposal  expenses on two significant
      wells during the nine months ended  September  30, 2004 as compared to the
      nine months ended September 30, 2003 and (ii) workover  expenses  incurred
      on two other  significant wells during the nine months ended September 30,
      2004  were  substantially  offset  by  decreases  in  production  expenses
      primarily due to workover  expenses incurred on several other wells during
      the nine months ended September 30, 2003. As of the date of this Quarterly
      Report,  management  anticipates  that  saltwater  disposal  expenses will
      remain at their  current  levels.  As a  percentage  of oil and gas sales,
      these expenses  decreased to 23.4% for the nine months ended September 30,
      2004 from 24.6% for the nine months ended September 30, 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $11,652 (17.5%) for the nine months ended September 30, 2004 as
      compared to the nine months ended  September  30, 2003.  This decrease was
      primarily  due to (i) the  decrease  in  volumes  of gas  sold,  (ii)  the
      abandonment of one significant well during the nine months ended September
      30, 2003 due to severe mechanical problems,  and (iii) upward revisions in
      the  estimates of remaining  oil reserves  since  September 30, 2003. As a
      percentage  of oil and gas sales,  this expense  decreased to 3.6% for the
      nine



                                      -67-
<PAGE>



      months  ended  September  30,  2004  from 4.5% for the nine  months  ended
      September  30, 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 for the
      nine months ended  September 30, 2004 and 2003. As a percentage of oil and
      gas  sales,  this  expense  decreased  to 9.8% for the nine  months  ended
      September  30, 2004 from 10.3% for the nine  months  ended  September  30,
      2003.

      The Limited Partners have received cash  distributions  through  September
      30, 2004  totaling  $20,312,686  or 131.37% of Limited  Partners'  capital
      contributions.

      II-D PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2004 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                   2004            2003
                                                ----------       --------
      Oil and gas sales                         $1,091,156       $938,668
      Oil and gas production expenses           $  232,355       $269,454
      Barrels produced                               6,060          4,672
      Mcf produced                                 164,451        180,894
      Average price/Bbl                         $    40.58       $  27.77
      Average price/Mcf                         $     5.14       $   4.47

      As shown in the table above,  total oil and gas sales  increased  $152,488
      (16.2%) for the three months ended  September  30, 2004 as compared to the
      three months ended September 30, 2003. Of this increase, approximately (i)
      $78,000 and  $110,000,  respectively,  were  related to  increases  in the
      average  prices of oil and gas sold and (ii)  $38,000  was  related  to an
      increase in volumes of oil sold.  These increases were partially offset by
      a decrease of  approximately  $74,000  related to a decrease in volumes of
      gas sold.  Volumes of oil sold increased  1,388 barrels,  while volumes of
      gas sold  decreased  16,443 Mcf for the three months ended  September  30,
      2004 as  compared  to the three  months  ended  September  30,  2003.  The
      increase  in  volumes  of oil sold was  primarily  due to an  increase  in
      production on one  significant  well following the successful  workover of
      that well during late 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $37,099  (13.8%) for the three months ended
      September  30, 2004 as compared to the three  months ended  September  30,
      2003. This decrease was primarily due to (i) a positive prior period lease
      operating expense  adjustment made by the operator on one significant well
      during the three months ended  September  30,  2003,  (ii) lower  workover
      expenses incurred on one significant well



                                      -68-
<PAGE>



      during the three months  ended  September  30, 2004 than similar  expenses
      incurred  on the same well during the three  months  ended  September  30,
      2003, and (iii) workover  expenses  incurred on several other wells during
      the three months ended September 30, 2003.  These decreases were partially
      offset by an increase in production  taxes associated with the increase in
      oil and gas sales.  As a percentage of oil and gas sales,  these  expenses
      decreased  to 21.3% for the three  months  ended  September  30, 2004 from
      28.7% for the three  months ended  September  30,  2003.  This  percentage
      decrease  was  primarily  due to (i) the increase in oil and gas sales and
      (ii) the dollar decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $18,599 (34.5%) for the three months ended September 30, 2004 as
      compared to the three months ended  September 30, 2003.  This decrease was
      primarily  due to (i) an increase  in  depletable  oil and gas  properties
      primarily due to recompletion  activities on one  significant  well during
      the three months ended  September 30, 2003,  (ii) upward  revisions in the
      estimates of remaining oil reserves  since  September 30, 2003,  and (iii)
      the decrease in volumes of gas sold. As a percentage of oil and gas sales,
      this expense  decreased to 3.2% for the three months ended  September  30,
      2004  from  5.7% for the three  months  ended  September  30,  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 decreased $6,517 (7.0%) for the three
      months  ended  September  30, 2004 as compared to the three  months  ended
      September 30, 2003. As a percentage of oil and gas sales,  these  expenses
      decreased to 8.0% for the three months ended September 30, 2004 from 10.0%
      for the three months ended September 30, 2003.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2004  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                   2004             2003
                                                ----------       ----------
      Oil and gas sales                         $3,199,311       $2,982,439
      Oil and gas production expenses           $  790,781       $  774,620
      Barrels produced                              19,304           14,574
      Mcf produced                                 500,745          563,675
      Average price/Bbl                         $    36.17       $    29.05
      Average price/Mcf                         $     4.99       $     4.54

      As shown in the table above,  total oil and gas sales  increased  $216,872
      (7.3%) for the nine  months  ended  September  30, 2004 as compared to the
      nine months ended September 30, 2003. Of this increase,  approximately (i)
      $137,000 and $228,000, respectively, were related to increases in the



                                      -69-
<PAGE>



      average  prices of oil and gas sold and (ii)  $138,000  was  related to an
      increase in volumes of oil sold.  These increases were partially offset by
      a decrease of  approximately  $286,000 related to a decrease in volumes of
      gas sold.  Volumes of oil sold increased  4,730 barrels,  while volumes of
      gas sold decreased 62,930 Mcf for the nine months ended September 30, 2004
      as compared to the nine months ended  September 30, 2003.  The increase in
      volumes of oil sold was  primarily due to (i) the  successful  workover of
      one  significant  well during late 2003 and (ii) a negative  prior  period
      volume adjustment made by the operator on another  significant well during
      the nine months ended  September 30, 2003.  The decrease in volumes of gas
      sold was  primarily due to (i) positive  prior period  volume  adjustments
      made by the operator on two significant wells during the nine months ended
      September 30, 2003 and (ii) normal declines in production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $16,161  (2.1%) for the nine  months  ended
      September  30, 2004 as compared to the nine  months  ended  September  30,
      2003. As a percentage of oil and gas sales,  these  expenses  decreased to
      24.7% for the nine months ended September 30, 2004 from 26.0% for the nine
      months ended September 30, 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $41,917 (20.4%) for the nine months ended September 30, 2004 as
      compared to the nine months ended  September  30, 2003.  This decrease was
      primarily due to (i) the  abandonment of one  significant  well during the
      nine months ended  September 30, 2003 due to severe  mechanical  problems,
      (ii) the decrease in volumes of gas sold,  and (iii)  upward  revisions in
      the estimates of remaining oil reserves  since  September 30, 2003.  These
      decreases  were  partially  offset by one  significant  well  being  fully
      depleted  during the nine months ended  September 30, 2004 due to the lack
      of remaining reserves.  As a percentage of oil and gas sales, this expense
      decreased to 5.1% for the nine months ended  September  30, 2004 from 6.9%
      for the nine months ended September 30, 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 for the
      nine months ended  September 30, 2004 and 2003. As a percentage of oil and
      gas sales,  these  expenses  decreased  to 8.9% for the nine months  ended
      September 30, 2004 from 9.6% for the nine months ended September 30, 2003.

      The Limited Partners have received cash  distributions  through  September
      30, 2004  totaling  $42,507,903  or 135.00% of Limited  Partners'  capital
      contributions.



                                      -70-
<PAGE>




      II-E PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2004 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                  2004               2003
                                                --------           --------
      Oil and gas sales                         $708,149           $657,561
      Oil and gas production expenses           $158,993           $154,827
      Barrels produced                             4,080              4,824
      Mcf produced                               108,497            119,454
      Average price/Bbl                         $  40.59           $  31.43
      Average price/Mcf                         $   5.00           $   4.24

      As shown in the table  above,  total oil and gas sales  increased  $50,588
      (7.7%) for the three  months ended  September  30, 2004 as compared to the
      three months ended  September  30, 2003. Of this  increase,  approximately
      $37,000  and  $83,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold.  These increases were partially offset
      by decreases of approximately $23,000 and $46,000,  respectively,  related
      to decreases  in volumes of oil and gas sold.  Volumes of oil and gas sold
      decreased 744 barrels and 10,957 Mcf,  respectively,  for the three months
      ended  September 30, 2004 as compared to the three months ended  September
      30,  2003.  The decrease in volumes of oil sold was  primarily  due to (i)
      normal  declines in  production  and (ii)  positive  prior  period  volume
      adjustments  made by the  operators  on two  significant  wells during the
      three months ended September 30, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $4,166  (2.7%) for the three  months  ended
      September  30, 2004 as compared to the three  months ended  September  30,
      2003. This increase was primarily due to (i) workover expenses incurred on
      several wells during the three months ended September 30, 2004 and (ii) an
      increase in production  taxes  associated with the increase in oil and gas
      sales.  These  increases were partially  offset by a positive prior period
      lease operating expense adjustment made by the operator on one significant
      well during the three months ended  September 30, 2003. As a percentage of
      oil and gas sales,  these expenses decreased to 22.5% for the three months
      ended  September 30, 2004 from 23.5% for the three months ended  September
      30, 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $2,125 (4.9%) for the three months ended  September 30, 2004 as
      compared to the three months ended  September 30, 2003. As a percentage of
      oil and gas sales,  this  expense  decreased  to 5.9% for the three months
      ended  September  30, 2004 from 6.6% for the three months ended  September
      30, 2003. This  percentage  decrease was primarily due to (i) the increase
      in oil and gas sales and (ii) the



                                      -71-
<PAGE>



      dollar decrease in  depreciation,  depletion,  and amortization of oil and
      gas properties.

      General and administrative  expenses decreased $4,666 (6.8%) for the three
      months  ended  September  30, 2004 as compared to the three  months  ended
      September 30, 2003. As a percentage of oil and gas sales,  these  expenses
      decreased to 9.0% for the three months ended September 30, 2004 from 10.4%
      for the three months ended September 30, 2003.  This  percentage  decrease
      was  primarily  due to (i) the  increase in oil and gas sales and (ii) the
      dollar decrease in general and administrative expenses.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2004  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                   2004             2003
                                                ----------       ----------
      Oil and gas sales                         $2,127,571       $2,184,324
      Oil and gas production expenses           $  469,099       $  485,147
      Barrels produced                              13,672           15,035
      Mcf produced                                 325,509          355,822
      Average price/Bbl                         $    35.99       $    29.51
      Average price/Mcf                         $     5.02       $     4.89

      As shown in the table  above,  total oil and gas sales  decreased  $56,753
      (2.6%) for the nine  months  ended  September  30, 2004 as compared to the
      nine months ended  September  30, 2003.  Of this  decrease,  approximately
      $40,000 and $148,000,  respectively,  were related to decreases in volumes
      of oil and gas sold. These decreases were partially offset by increases of
      approximately $88,000 and $43,000,  respectively,  related to increases in
      the  average  prices  of oil and gas  sold.  Volumes  of oil and gas  sold
      decreased 1,363 barrels and 30,313 Mcf, respectively,  for the nine months
      ended  September  30, 2004 as compared to the nine months ended  September
      30, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $16,048  (3.3%) for the nine  months  ended
      September  30, 2004 as compared to the nine  months  ended  September  30,
      2003.  This decrease was primarily due to (i) positive  prior period lease
      operating  expense  adjustments  made on two significant  wells during the
      nine months  ended  September  30, 2003 and (ii) a decrease in  production
      taxes  associated with the decrease in oil and gas sales.  These decreases
      were  partially  offset by workover  expenses  incurred  on several  wells
      during the nine months ended  September  30, 2004.  As a percentage of oil
      and gas sales, these expenses decreased to 22.0% for the nine months ended
      September  30, 2004 from 22.2% for the nine  months  ended  September  30,
      2003.




                                      -72-
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $126,146  (121.0%) for the nine months ended September 30, 2004
      as compared to the nine months ended September 30, 2003. This increase was
      primarily due to one significant well being fully depleted during the nine
      months ended September 30, 2004 due to the lack of remaining reserves.  As
      a percentage of oil and gas sales, this expense increased to 10.8% for the
      nine months ended  September  30, 2004 from 4.8% for the nine months ended
      September  30, 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 for the
      nine months ended  September 30, 2004 and 2003. As a percentage of oil and
      gas sales,  these  expenses  increased  to 10.1% for the nine months ended
      September 30, 2004 from 9.9% for the nine months ended September 30, 2003.

      The Limited Partners have received cash  distributions  through  September
      30, 2004  totaling  $29,831,574  or 130.37% of Limited  Partners'  capital
      contributions.

      II-F PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2004 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                  2004               2003
                                                --------           --------
      Oil and gas sales                         $758,316           $595,801
      Oil and gas production expenses           $170,638           $102,041
      Barrels produced                             5,762              6,106
      Mcf produced                               113,565            108,194
      Average price/Bbl                         $  39.44           $  29.19
      Average price/Mcf                         $   4.68           $   3.86

      As shown in the table above,  total oil and gas sales  increased  $162,515
      (27.3%) for the three months ended  September  30, 2004 as compared to the
      three months ended September 30, 2003. Of this increase, approximately (i)
      $59,000  and  $93,000,  respectively,  were  related to  increases  in the
      average  prices of oil and gas sold and (ii)  $21,000  was  related  to an
      increase  in  volumes  of gas  sold.  Volumes  of oil sold  decreased  344
      barrels,  while  volumes  of gas sold  increased  5,371  Mcf for the three
      months  ended  September  30, 2004 as compared to the three  months  ended
      September 30, 2003.




                                      -73-
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $68,597  (67.2%) for the three months ended
      September  30, 2004 as compared to the three  months ended  September  30,
      2003. This increase was primarily due to (i) workover expenses incurred on
      two significant wells during the three months ended September 30, 2004 and
      (ii) an increase in production  taxes  associated with the increase in oil
      and gas  sales.  As a  percentage  of oil and gas  sales,  these  expenses
      increased  to 22.5% for the three  months  ended  September  30, 2004 from
      17.1% for the three  months ended  September  30,  2003.  This  percentage
      increase  was  primarily  due to  the  dollar  increase  in  oil  and  gas
      production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $62,080  (152.6%) for the three months ended September 30, 2004
      as compared to the three months ended  September  30, 2003.  This increase
      was primarily due to one significant  well being fully depleted during the
      three  months  ended  September  30,  2004  due to the  lack of  remaining
      reserves.  As a percentage of oil and gas sales, this expense increased to
      13.6% for the three  months  ended  September  30,  2004 from 6.8% for the
      three  months  ended  September  30, 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 $3,448 (6.7%) for the three
      months  ended  September  30, 2004 as compared to the three  months  ended
      September 30, 2003. As a percentage of oil and gas sales,  these  expenses
      decreased to 6.3% for the three months ended  September 30, 2004 from 8.6%
      for the three months ended September 30, 2003.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2004  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                   2004             2003
                                                ----------       ----------
      Oil and gas sales                         $2,227,315       $2,066,022
      Oil and gas production expenses           $  412,543       $  414,636
      Barrels produced                              19,282           19,621
      Mcf produced                                 328,327          331,363
      Average price/Bbl                         $    34.58       $    28.57
      Average price/Mcf                         $     4.75       $     4.54

      As shown in the table above,  total oil and gas sales  increased  $161,293
      (7.8%) for the nine  months  ended  September  30, 2004 as compared to the
      nine months ended



                                      -74-
<PAGE>



      September 30, 2003. Of this increase,  approximately $116,000 and $69,000,
      respectively,  were related to increases in the average  prices of oil and
      gas sold. Volumes of oil and gas sold decreased 339 barrels and 3,036 Mcf,
      respectively,  for the nine months ended September 30, 2004 as compared to
      the nine months ended September 30, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) remained  relatively  constant for the nine months ended
      September 30, 2004 and 2003.  Decreases in production  expenses  primarily
      due to (i)  workover  expenses  incurred on several  wells during the nine
      months  ended  September  30, 2003 and (ii) a decrease in lease  operating
      expenses associated with the decreases in volumes of oil and gas sold were
      substantially  offset by (i) workover expenses incurred on two significant
      wells during the nine months ended September 30, 2004 and (ii) an increase
      in production  taxes associated with the increase in oil and gas sales. As
      a percentage of oil and gas sales,  these expenses  decreased to 18.5% for
      the nine months  ended  September  30, 2004 from 20.1% for the nine months
      ended September 30, 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $46,145 (41.5%) for the nine months ended September 30, 2004 as
      compared to the nine months ended  September  30, 2003.  This increase was
      primarily due to one significant well being fully depleted during the nine
      months ended  September  30, 2004 due to the lack of  remaining  reserves,
      which increase was partially  offset by upward  revisions in the estimates
      of  remaining  oil  and  gas  reserves  since  September  30,  2003.  As a
      percentage  of oil and gas sales,  this expense  increased to 7.1% for the
      nine months ended  September  30, 2004 from 5.4% for the nine months ended
      September  30, 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 for the
      nine months ended  September 30, 2004 and 2003. As a percentage of oil and
      gas sales,  these  expenses  decreased  to 7.4% for the nine months  ended
      September 30, 2004 from 8.0% for the nine months ended September 30, 2003.

      The Limited Partners have received cash  distributions  through  September
      30, 2004  totaling  $24,648,051  or 143.80% of Limited  Partners'  capital
      contributions.




                                      -75-
<PAGE>




      II-G PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2004 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                   2004              2003
                                                ----------       ----------
      Oil and gas sales                         $1,607,190       $1,262,790
      Oil and gas production expenses           $  363,542       $  219,300
      Barrels produced                              12,081           12,803
      Mcf produced                                 241,799          230,579
      Average price/Bbl                         $    39.43       $    29.18
      Average price/Mcf                         $     4.68       $     3.86

      As shown in the table above,  total oil and gas sales  increased  $344,400
      (27.3%) for the three months ended  September  30, 2004 as compared to the
      three months ended September 30, 2003. Of this increase, approximately (i)
      $124,000  and  $198,000,  respectively,  were  related to increases in the
      average  prices of oil and gas sold and (ii)  $43,000  was  related  to an
      increase  in  volumes  of gas  sold.  Volumes  of oil sold  decreased  722
      barrels,  while  volumes  of gas sold  increased  11,220 Mcf for the three
      months  ended  September  30, 2004 as compared to the three  months  ended
      September 30, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $144,242 (65.8%) for the three months ended
      September  30, 2004 as compared to the three  months ended  September  30,
      2003. This increase was primarily due to (i) workover expenses incurred on
      two significant wells during the three months ended September 30, 2004 and
      (ii) an increase in production  taxes  associated with the increase in oil
      and gas  sales.  As a  percentage  of oil and gas  sales,  these  expenses
      increased  to 22.6% for the three  months  ended  September  30, 2004 from
      17.4% for the three  months ended  September  30,  2003.  This  percentage
      increase  was  primarily  due to  the  dollar  increase  in  oil  and  gas
      production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $144,735 (163.6%) for the three months ended September 30, 2004
      as compared to the three months ended  September  30, 2003.  This increase
      was primarily due to one significant  well being fully depleted during the
      three  months  ended  September  30,  2004  due to the  lack of  remaining
      reserves.  As a percentage of oil and gas sales, this expense increased to
      14.5% for the three  months  ended  September  30,  2004 from 7.0% for the
      three  months  ended  September  30, 2003.  This  percentage  increase was
      primarily



                                      -76-
<PAGE>



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

      General and administrative  expenses decreased $7,763 (7.0%) for the three
      months  ended  September  30, 2004 as compared to the three  months  ended
      September 30, 2003. As a percentage of oil and gas sales,  these  expenses
      decreased to 6.4% for the three months ended  September 30, 2004 from 8.7%
      for the three months ended September 30, 2003.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2004  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                               Nine Months Ended September 30,
                                               -------------------------------
                                                   2004              2003
                                                ----------       ----------
      Oil and gas sales                         $4,731,606       $4,388,272
      Oil and gas production expenses           $  883,595       $  885,480
      Barrels produced                              40,419           41,144
      Mcf produced                                 698,661          705,942
      Average price/Bbl                         $    34.58       $    28.57
      Average price/Mcf                         $     4.77       $     4.55

      As shown in the table above,  total oil and gas sales  increased  $343,334
      (7.8%) for the nine  months  ended  September  30, 2004 as compared to the
      nine months ended  September  30, 2003.  Of this  increase,  approximately
      $243,000  and  $154,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  Volumes of oil and gas sold decreased
      725  barrels  and  7,281  Mcf,  respectively,  for the nine  months  ended
      September  30, 2004 as compared to the nine  months  ended  September  30,
      2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) remained  relatively  constant for the nine months ended
      September 30, 2004 and 2003.  Decreases in production  expenses  primarily
      due to (i)  workover  expenses  incurred on several  wells during the nine
      months  ended  September  30, 2003 and (ii) a decrease in lease  operating
      expenses associated with the decreases in volumes of oil and gas sold were
      substantially  offset by (i) workover expenses incurred on two significant
      wells during the nine months ended September 30, 2004 and (ii) an increase
      in production  taxes associated with the increase in oil and gas sales. As
      a percentage of oil and gas sales,  these expenses  decreased to 18.7% for
      the nine months  ended  September  30, 2004 from 20.2% for the nine months
      ended September 30, 2003.




                                      -77-
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased $111,726 (46.8%) for the nine months ended September 30, 2004 as
      compared to the nine months ended  September  30, 2003.  This increase was
      primarily due to one significant well being fully depleted during the nine
      months ended  September  30, 2004 due to the lack of  remaining  reserves,
      which increase was partially  offset by upward  revisions in the estimates
      of  remaining  oil  and  gas  reserves  since  September  30,  2003.  As a
      percentage  of oil and gas sales,  this expense  increased to 7.4% for the
      nine months ended  September  30, 2004 from 5.4% for the nine months ended
      September  30, 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 for the
      nine months ended  September 30, 2004 and 2003. As a percentage of oil and
      gas sales,  these  expenses  decreased  to 7.0% for the nine months  ended
      September 30, 2004 from 7.6% for the nine months ended September 30, 2003.

      The Limited Partners have received cash  distributions  through  September
      30, 2004  totaling  $51,487,371  or 138.34% of Limited  Partners'  capital
      contributions.

      II-H PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2004 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                  2004               2003
                                                --------           --------
      Oil and gas sales                         $381,538           $299,711
      Oil and gas production expenses           $ 86,955           $ 53,320
      Barrels produced                             2,808              2,973
      Mcf produced                                57,858             55,110
      Average price/Bbl                         $  39.40           $  29.16
      Average price/Mcf                         $   4.68           $   3.87

      As shown in the table  above,  total oil and gas sales  increased  $81,827
      (27.3%) for the three months ended  September  30, 2004 as compared to the
      three months ended September 30, 2003. Of this increase, approximately (i)
      $29,000  and  $47,000,  respectively,  were  related to  increases  in the
      average  prices of oil and gas sold and (ii)  $11,000  was  related  to an
      increase  in  volumes  of gas  sold.  Volumes  of oil sold  decreased  165
      barrels,  while  volumes  of gas sold  increased  2,748  Mcf for the three
      months  ended  September  30, 2004 as compared to the three  months  ended
      September 30, 2003.




                                      -78-
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $33,635  (63.1%) for the three months ended
      September  30, 2004 as compared to the three  months ended  September  30,
      2003. This increase was primarily due to (i) workover expenses incurred on
      two significant wells during the three months ended September 30, 2004 and
      (ii) an increase in production  taxes  associated with the increase in oil
      and gas  sales.  As a  percentage  of oil and gas  sales,  these  expenses
      increased  to 22.8% for the three  months  ended  September  30, 2004 from
      17.8% for the three  months ended  September  30,  2003.  This  percentage
      increase  was  primarily  due to  the  dollar  increase  in  oil  and  gas
      production expenses.


      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $34,251  (160.2%) for the three months ended September 30, 2004
      as compared to the three months ended  September  30, 2003.  This increase
      was primarily due to one significant  well being fully depleted during the
      three  months  ended  September  30,  2004  due to the  lack of  remaining
      reserves.  As a percentage of oil and gas sales, this expense increased to
      14.6% for the three  months  ended  September  30,  2004 from 7.1% for the
      three  months  ended  September  30, 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 $1,725 (6.2%) for the three
      months  ended  September  30, 2004 as compared to the three  months  ended
      September 30, 2003. As a percentage of oil and gas sales,  these  expenses
      decreased to 6.8% for the three months ended  September 30, 2004 from 9.3%
      for the three months ended September 30, 2003.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.



                                      -79-
<PAGE>




      NINE MONTHS  ENDED  SEPTEMBER  30, 2004  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2003.

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                   2004             2003
                                                ----------       ----------
      Oil and gas sales                         $1,129,619       $1,044,495
      Oil and gas production expenses           $  213,320       $  212,664
      Barrels produced                               9,384            9,557
      Mcf produced                                 168,703          168,910
      Average price/Bbl                         $    34.58       $    28.57
      Average price/Mcf                         $     4.77       $     4.57

      As shown in the table  above,  total oil and gas sales  increased  $85,124
      (8.1%) for the nine  months  ended  September  30, 2004 as compared to the
      nine months ended  September  30, 2003.  Of this  increase,  approximately
      $56,000  and  $35,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold.  Volumes of oil and gas sold decreased
      173 barrels and 207 Mcf, respectively, for the nine months ended September
      30, 2004 as compared to the nine months ended September 30, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) remained  relatively  constant for the nine months ended
      September 30, 2004 and 2003.  Decreases in production  expenses  primarily
      due to (i)  workover  expenses  incurred on several  wells during the nine
      months  ended  September  30, 2003 and (ii) a decrease in lease  operating
      expenses associated with the decreases in volumes of oil and gas sold were
      substantially  offset by (i) workover expenses incurred on two significant
      wells during the nine months ended September 30, 2004 and (ii) an increase
      in production  taxes associated with the increase in oil and gas sales. As
      a percentage of oil and gas sales,  these expenses  decreased to 18.9% for
      the nine months  ended  September  30, 2004 from 20.4% for the nine months
      ended September 30, 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $27,115 (47.9%) for the nine months ended September 30, 2004 as
      compared to the nine months ended  September  30, 2003.  This increase was
      primarily due to one significant well being fully depleted during the nine
      months ended  September  30, 2004 due to the lack of  remaining  reserves,
      which increase was partially  offset by upward  revisions in the estimates
      of  remaining  oil  and  gas  reserves  since  September  30,  2003.  As a
      percentage  of oil and gas sales,  this expense  increased to 7.4% for the
      nine months ended  September  30, 2004 from 5.4% for the nine months ended
      September  30, 2003.  This  percentage  increase was  primarily due to the
      dollar increase in  depreciation,  depletion,  and amortization of oil and
      gas properties.



                                      -80-
<PAGE>



      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 2004 and 2003. As a percentage of oil and
      gas sales,  these  expenses  decreased  to 8.7% for the nine months  ended
      September 30, 2004 from 9.4% for the nine months ended September 30, 2003.

      The Limited Partners have received cash  distributions  through  September
      30, 2004  totaling  $11,962,364  or 130.44% of Limited  Partners'  capital
      contributions.







                                      -81-
<PAGE>



ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK

            The Partnerships do not hold any market risk sensitive instruments.

ITEM 4.     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 specified in the Securities and Exchange Commission
            rules and forms.



                                      -82-
<PAGE>



                                 PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

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

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

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

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

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

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

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

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

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

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

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

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



                                      -83-
<PAGE>




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

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

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

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

      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
            II-A Partnership.

      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
            II-B Partnership.

      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
            II-C Partnership.

      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
            II-D Partnership.

      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
            II-E Partnership.

      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
            II-F Partnership.

      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
            II-G Partnership.

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




                                      -84-
<PAGE>




(b)  Reports on Form 8-K.

            None.




                                      -85-
<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  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 authorized.


                                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

                                    (Registrant)

                                    BY:   GEODYNE RESOURCES, INC.

                                          General Partner


Date:  November 12, 2004            By:       /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  November 12, 2004            By:      /s/Craig D. Loseke
                                       --------------------------------
                                            (Signature)
                                            Craig D. Loseke
                                            Chief Accounting Officer


<PAGE>


                                INDEX TO EXHIBITS
                                -----------------

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

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.



                                      -86-
<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 of 2002  for the  Geodyne  Energy
      Income Limited Partnership II-H.