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 March 31, 1998

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       
                                          II-G  73-1336572       
         Oklahoma                         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
                            ------                    ------




                                       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

                                              March 31,        December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  671,340        $  830,584
   Accounts receivable:
      Oil and gas sales                          686,981           837,560
      General Partner (Note 2)                   531,748                 -
      Other                                            -            20,975
                                              ----------        ----------
        Total current assets                  $1,890,069        $1,689,119

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               4,659,104         4,894,853

DEFERRED CHARGE                                  911,041           911,041
                                              ----------        ----------
                                              $7,460,214        $7,495,013
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  128,949        $  233,246
   Gas imbalance payable                         142,043           142,043
                                              ----------        ----------
        Total current liabilities             $  270,992        $  375,289

ACCRUED LIABILITY                             $  157,050        $  157,050

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  370,674)      ($  387,587)
   Limited Partners, issued and
      outstanding, 484,283 units               7,402,846         7,350,261
                                              ----------        ----------
        Total Partners' capital               $7,032,172        $6,962,674
                                              ----------        ----------
                                              $7,460,214        $7,495,013
                                              ==========        ==========


         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 MARCH 31, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,036,321        $1,515,197
   Interest income                                 8,463             6,953
   Gain on sale of oil and
      gas properties                             446,864                 -
                                              ----------        ----------
                                              $1,491,648        $1,522,150

COST AND EXPENSES:
   Lease operating                            $  311,915        $  295,212
   Production tax                                 58,758            96,360
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 160,596           196,682
   Impairment provision                                -           684,276
   General and administrative
      (Note 2)                                   169,236           163,586
                                              ----------        ----------
                                              $  700,505        $1,436,116
                                              ----------        ----------

NET INCOME                                    $  791,143        $   86,034
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   45,558        $   39,192
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  745,585        $   46,842
                                              ==========        ==========
NET INCOME per unit                           $     1.54        $      .10
                                              ==========        ==========
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 CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)
                                                 1998              1997
                                               ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $791,143        $   86,034
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               160,596           196,682
      Impairment provision                             -           684,276
      Gain on sale of oil and gas
        properties                             ( 446,864)                -
      Decrease in accounts receivable -
        oil and gas sales                        150,579           312,860
      Increase in accounts receivable -
        General Partner                        ( 531,748)      (     1,051)
      Decrease in accounts receivable -
        other                                     20,975                 -
      Decrease in accounts payable             ( 104,297)      (    99,237)
                                                --------        ----------
Net cash provided by operating
   activities                                   $ 40,384        $1,179,564
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 13,541)      ($   49,793)
   Proceeds from sale of oil and
      gas properties                             535,558             1,103
                                                --------        ----------
Net cash provided (used) by
   investing activities                         $522,017       ($   48,690)
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($721,645)      ($  821,758)
                                                --------        ----------
Net cash used by financing activities          ($721,645)      ($  821,758)
                                                --------        ----------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($159,244)       $  309,116

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           830,584           875,918
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $671,340        $1,185,034
                                                ========        ==========

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



                                       4
<PAGE>



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

                                    ASSETS

                                              March 31,        December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  414,671        $  644,574
   Accounts receivable:
      Oil and gas sales                          502,587           565,152
      General Partner (Note 2)                    69,254                 -
                                              ----------        ----------
        Total current assets                  $  986,512        $1,209,726

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,920,802         3,035,158

DEFERRED CHARGE                                  169,811           169,811
                                              ----------        ----------
                                              $4,077,125        $4,414,695
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  109,776        $  141,754
   Gas imbalance payable                          24,671            24,671
                                              ----------        ----------
        Total current liabilities             $  134,447        $  166,425

ACCRUED LIABILITY                             $   88,519        $   88,519

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  304,896)      ($  305,223)
   Limited Partners, issued and
      outstanding, 361,719 units               4,159,055         4,464,974
                                              ----------        ----------
        Total Partners' capital               $3,854,159        $4,159,751
                                              ----------        ----------
                                              $4,077,125        $4,414,695
                                              ==========        ==========





         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 STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                                --------        ----------

REVENUES:
   Oil and gas sales                            $795,456        $1,079,349
   Interest income                                 5,586             4,064
   Gain on sale of oil and
      gas properties                              57,684                 -
                                                --------        ----------
                                                $858,726        $1,083,413

COST AND EXPENSES:
   Lease operating                              $251,338        $  207,958
   Production tax                                 43,312            72,688
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 103,622           139,331
   Impairment provision                                -           530,988
   General and administrative
      (Note 2)                                   126,826           127,448
                                                --------        ----------
                                                $525,098        $1,078,413
                                                --------        ----------

NET INCOME                                      $333,628        $    5,000
                                                ========        ==========
GENERAL PARTNER - NET INCOME                    $ 20,547        $   26,860
                                                ========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)            $313,081       ($   21,860)
                                                ========        ==========
NET INCOME (LOSS) per unit                      $    .87       ($      .06)
                                                ========        ==========
UNITS OUTSTANDING                                361,719           361,719
                                                ========        ==========




         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 CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                               ---------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $333,628          $  5,000
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               103,622           139,331
      Impairment provision                             -           530,988
      Gain on sale of oil and gas
        properties                             (  57,684)                -
      Decrease in accounts receivable -
        oil and gas sales                         62,565           158,104
      Increase in accounts receivable -
        General Partner                        (  69,254)                -
      Decrease in accounts payable             (  31,978)        ( 113,262)
                                                --------          --------
Net cash provided by operating
   activities                                   $340,899          $720,161
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($  4,500)         $      -
   Proceeds from sale of oil and
      gas properties                              72,918            10,455
                                                --------          --------
Net cash provided by investing
   activities                                   $ 68,418          $ 10,455
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($639,220)        ($567,381)
                                                --------          --------
Net cash used by financing activities          ($639,220)        ($567,381)
                                                --------          --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($229,903)         $163,235

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           644,574           569,257
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $414,671          $732,492
                                                ========          ========

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



                                       7
<PAGE>



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

                                    ASSETS

                                              March 31,        December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  263,829        $  358,095
   Accounts receivable:
      Oil and gas sales                          233,014           273,399
      General Partner (Note 2)                   276,943                 -
      Other                                            -             1,931
                                              ----------        ----------
        Total current assets                  $  773,786        $  633,425

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,522,562         1,667,269

DEFERRED CHARGE                                  139,621           139,621
                                              ----------        ----------
                                              $2,435,969        $2,440,315
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   37,075        $   33,293
   Gas imbalance payable                          22,563            22,563
                                              ----------        ----------
        Total current liabilities             $   59,638        $   55,856

ACCRUED LIABILITY                             $   49,647        $   49,647

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  116,518)      ($  123,277)
   Limited Partners, issued and
      outstanding, 154,621 units               2,443,202         2,458,089
                                              ----------        ----------
        Total Partners' capital               $2,326,684        $2,334,812
                                              ----------        ----------
                                              $2,435,969        $2,440,315
                                              ==========        ==========




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



                                       8
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                     GEODYNE PRODUCTION PARTNERSHIP II-C
                      COMBINED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                                --------         ---------

REVENUES:
   Oil and gas sales                            $368,535          $514,182
   Interest income                                 3,337             2,616
   Gain on sale of oil and
      gas properties                             193,527                 -
                                                --------          --------
                                                $565,399          $516,798

COST AND EXPENSES:
   Lease operating                              $ 89,064          $ 91,938
   Production tax                                 23,238            35,866
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  59,593            56,895
   Impairment provision                                -            66,617
   General and administrative
      (Note 2)                                    54,209            54,511
                                                --------          --------
                                                $226,104          $305,827
                                                --------          --------

NET INCOME                                      $339,295          $210,971
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 19,182          $ 15,358
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $320,113          $195,613
                                                ========          ========
NET INCOME per unit                             $   2.07          $   1.27
                                                ========          ========
UNITS OUTSTANDING                                154,621           154,621
                                                ========          ========




         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 STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)
                                                  1998             1997
                                               ---------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $339,295          $210,971
   Adjustments to reconcile net income
      to net cash provided (used) by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                59,593            56,895
      Impairment provision                             -            66,617
      Gain on sale of oil and gas
        properties                             ( 193,527)                -
      Decrease in accounts receivable -
        oil and gas sales                         40,385            75,611
      Increase in accounts receivable -
        General Partner                        ( 276,943)                -
      Decrease in accounts receivable -
        other                                      1,931                 -
      Increase (decrease) in accounts
        payable                                    3,782         (  36,131)
                                                --------          --------
Net cash provided (used) by operating
   activities                                  ($ 25,484)         $373,963
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($    131)         $      -
   Proceeds from sale of oil and
      gas properties                             278,772             3,798
                                                --------          --------
Net cash provided by investing
   activities                                   $278,641          $  3,798
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($347,423)        ($386,391)
                                                --------          --------
Net cash used by financing activities          ($347,423)        ($386,391)
                                                --------          --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($ 94,266)        ($  8,630)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           358,095           387,334
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $263,829          $378,704
                                                ========          ========
         The accompanying condensed notes are an integral part of these
                         combined financial statements.



                                       10
<PAGE>



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

                                    ASSETS

                                              March 31,        December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  591,454        $1,151,142
   Accounts receivable:
      Oil and gas sales                          462,738           646,750
      General Partner (Note 2)                   615,395                 -
      Other                                            -            20,267
                                              ----------        ----------
        Total current assets                  $1,669,587        $1,818,159

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               3,125,758         3,417,760

DEFERRED CHARGE                                  544,345           544,345
                                              ----------        ----------
                                              $5,339,690        $5,780,264
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  100,542        $   86,058
   Gas imbalance payable                         107,004           107,004
                                              ----------        ----------
        Total current liabilities             $  207,546        $  193,062

ACCRUED LIABILITY                             $  239,083        $  239,083

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  214,143)      ($  224,003)
   Limited Partners, issued and
      outstanding, 314,878 units               5,107,204         5,572,122
                                              ----------        ----------
        Total Partners' capital               $4,893,061        $5,348,119
                                              ----------        ----------
                                              $5,339,690        $5,780,264
                                              ==========        ==========







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



                                       11
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                     GEODYNE PRODUCTION PARTNERSHIP II-D
                      COMBINED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $  711,972        $1,210,897
   Interest income                                10,569             6,570
   Gain on sale of oil and
      gas properties                             439,105             9,904
                                              ----------        ----------
                                              $1,161,646        $1,227,371

COST AND EXPENSES:
   Lease operating                            $  257,537        $  236,602
   Production tax                                 64,099            83,743
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 113,001           164,483
   Impairment provision                                -           143,957
   General and administrative
      (Note 2)                                   110,089           113,236
                                              ----------        ----------
                                              $  544,726        $  742,021
                                              ----------        ----------

NET INCOME                                    $  616,920        $  485,350
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   34,838        $   36,277
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  582,082        $  449,073
                                              ==========        ==========
NET INCOME per unit                           $     1.85        $     1.43
                                              ==========        ==========
UNITS OUTSTANDING                                314,878           314,878
                                              ==========        ==========





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


                                       12
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                     GEODYNE PRODUCTION PARTNERSHIP II-D
                      COMBINED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)
                                                 1998              1997
                                              -----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $  616,920          $485,350
   Adjustments to reconcile net income
      to net cash provided (used) by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               113,001           164,483
      Impairment provision                             -           143,957
      Gain on sale of oil and gas
        properties                           (   439,105)        (   9,904)
      Decrease in accounts receivable -
        oil and gas sales                        184,012           151,510
      Increase in accounts receivable -
        General Partner                      (   615,395)        (   9,920)
      Decrease in accounts receivable -
        other                                     20,267                 -
      Increase (decrease) in accounts
        payable                                   14,484         (  77,742)
                                              ----------          --------
Net cash provided (used) by
   operating activities                      ($  105,816)         $847,734
                                              ----------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       $        -         ($  2,795)
   Proceeds from sale of oil and
      gas properties                             618,106             9,920
                                              ----------          --------
Net cash provided by investing
   activities                                 $  618,106          $  7,125
                                              ----------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,071,978)        ($837,546)
                                              ----------          --------
Net cash used by financing activities        ($1,071,978)        ($837,546)
                                              ----------          --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                          ($  559,688)         $ 17,313

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         1,151,142           906,737
                                              ----------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  591,454          $924,050
                                              ==========          ========

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



                                       13
<PAGE>



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

                                    ASSETS

                                              March 31,        December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  359,751        $  670,777
   Accounts receivable:
      Oil and gas sales                          323,853           415,377
      General Partner (Note 2)                    65,205                 -
      Other                                            -               110
                                              ----------        ----------
        Total current assets                  $  748,809        $1,086,264

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,780,546         2,841,080

DEFERRED CHARGE                                  330,531           330,531
                                              ----------        ----------
                                              $3,859,886        $4,257,875
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   58,411        $  100,603
   Gas imbalance payable                         171,089           171,089
                                              ----------        ----------
        Total current liabilities             $  229,500        $  271,692

ACCRUED LIABILITY                                 63,625            63,625

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           (   173,473)      (   172,017)
   Limited Partners, issued and
      outstanding, 228,821 units               3,740,234         4,094,575
                                              ----------        ----------
        Total Partners' capital               $3,566,761        $3,922,558
                                              ----------        ----------
                                              $3,859,886        $4,257,875
                                              ==========        ==========



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



                                       14
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                     GEODYNE PRODUCTION PARTNERSHIP II-E
                      COMBINED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                            $478,325        $  780,293
   Interest income                                 6,458             4,211
   Gain on sale of oil and
      gas properties                              63,215                 -
                                                --------        ----------
                                                $547,998        $  784,504

COST AND EXPENSES:
   Lease operating                              $132,026        $  171,907
   Production tax                                 33,698            64,417
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 136,571           163,438
   Impairment provision                                -           992,851
   General and administrative
      (Note 2)                                    80,651            96,178
                                                --------        ----------
                                                $382,946        $1,488,791
                                                --------        ----------

NET INCOME (LOSS)                               $165,052       ($  704,287)
                                                ========        ==========
GENERAL PARTNER - NET INCOME                    $ 13,393        $   10,827
                                                ========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)            $151,659       ($  715,114)
                                                ========        ==========
NET INCOME (LOSS) per unit                      $    .66       ($     3.13)
                                                ========        ==========
UNITS OUTSTANDING                                228,821           228,821
                                                ========        ==========



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


                                       15
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                     GEODYNE PRODUCTION PARTNERSHIP II-E
                      COMBINED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                                ---------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                            $165,052         ($704,287)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               136,571           163,438
      Impairment provision                             -           992,851
      Gain on sale of oil and gas
        properties                             (  63,215)                -
      Decrease in accounts receivable -
        oil and gas sales                         91,524            88,470
      Increase in accounts receivable -
        General Partner                        (  65,205)        (   6,106)
      Decrease in accounts receivable -
        other                                        110                 -
      Decrease in accounts payable             (  42,192)        (  77,536)
                                                --------          --------
Net cash provided by operating
   activities                                   $222,645          $456,830
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 82,321)        ($  3,464)
   Proceeds from sale of oil and
      gas properties                              69,499             6,106
                                                --------          --------
Net cash provided (used) by
   investing activities                        ($ 12,822)         $  2,642
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($520,849)        ($374,650)
                                                --------          --------
Net cash used by financing activities          ($520,849)        ($374,650)
                                                --------          --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($311,026)         $ 84,822

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           670,777           528,765
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $359,751          $613,587
                                                ========          ========

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



                                       16
<PAGE>



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

                                    ASSETS

                                              March 31,        December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  325,264        $  741,852
   Accounts receivable:
      Oil and gas sales                          259,404           334,094
      General Partner (Note 2)                   113,665                 -
      Other                                            -                43
                                              ----------        ----------
        Total current assets                  $  698,333        $1,075,989

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,340,394         2,432,033

DEFERRED CHARGE                                   56,867            56,867
                                              ----------        ----------
                                              $3,095,594        $3,564,889
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   39,255        $   64,348
   Gas imbalance payable                          25,184            25,184
                                              ----------        ----------
        Total current liabilities             $   64,439        $   89,532

ACCRUED LIABILITY                             $   27,907        $   27,907

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  141,358)      ($  143,355)
   Limited Partners, issued and
      outstanding, 171,400 units               3,144,606         3,590,805
                                              ----------        ----------
        Total Partners' capital               $3,003,248        $3,447,450
                                              ----------        ----------
                                              $3,095,594        $3,564,889
                                              ==========        ==========



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



                                       17
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                     GEODYNE PRODUCTION PARTNERSHIP II-F
                      COMBINED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                            $432,069        $  729,165
   Interest income                                 6,095             3,519
   Gain on sale of oil and
      gas properties                             117,191                 -
                                                --------        ----------
                                                $555,355        $  732,684

COST AND EXPENSES:
   Lease operating                              $ 85,885        $  105,460
   Production tax                                 28,946            54,170
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  93,722           101,899
   Impairment provision                                -         1,377,160
   General and administrative
      (Note 2)                                    59,176            54,944
                                                --------        ----------
                                                $267,729        $1,693,633
                                                --------        ----------

NET INCOME (LOSS)                               $287,626       ($  960,949)
                                                ========        ==========
GENERAL PARTNER - NET INCOME                    $ 17,825        $   10,939
                                                ========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)            $269,801       ($  971,888)
                                                ========        ==========
NET INCOME (LOSS) per unit                      $   1.57       ($     5.67)
                                                ========        ==========
UNITS OUTSTANDING                                171,400           171,400
                                                ========        ==========





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


                                       18
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                     GEODYNE PRODUCTION PARTNERSHIP II-F
                      COMBINED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                               ---------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                            $287,626       ($  960,949)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                93,722           101,899
      Impairment provision                             -         1,377,160
      Gain on sale of oil and gas
        properties                             ( 117,191)                -
      (Increase) decrease in accounts
        receivable - oil and gas sales            74,690       (    20,209)
      (Increase) decrease in accounts
        receivable - General Partner           ( 113,665)           15,285
      Decrease in accounts receivable -
        other                                         43                 -
      Decrease in accounts payable             (  25,093)      (     5,305)
                                                --------        ----------
Net cash provided by operating
   activities                                   $200,132        $  507,881
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 12,820)      ($    8,657)
   Proceeds from sale of oil and
      gas properties                             127,928                 -
                                                --------        ----------
Net cash provided (used) by
   investing activities                         $115,108       ($    8,657)
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($731,828)      ($  435,060)
                                                --------        ----------
Net cash used by financing activities          ($731,828)      ($  435,060)
                                                --------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($416,588)       $   64,164

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           741,852           441,903
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $325,264        $  506,067
                                                ========        ==========

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



                                       19
<PAGE>


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

                                    ASSETS

                                              March 31,        December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  690,692        $1,564,325
   Accounts receivable:
      Oil and gas sales                          549,780           710,336
      General Partner (Note 2)                   239,299                 -
                                              ----------        ----------
        Total current assets                  $1,479,771        $2,274,661

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               5,039,979         5,237,082

DEFERRED CHARGE                                  123,977           123,977
                                              ----------        ----------
                                              $6,643,727        $7,635,720
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   83,824        $  135,761
   Gas imbalance payable                          57,250            57,250
                                              ----------        ----------
        Total current liabilities             $  141,074        $  193,011

ACCRUED LIABILITY                             $   64,109        $   64,109

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  308,476)      ($  312,392)
   Limited Partners, issued and
      outstanding, 372,189 units               6,747,020         7,690,992
                                              ----------        ----------
        Total Partners' capital               $6,438,544        $7,378,600
                                              ----------        ----------
                                              $6,643,727        $7,635,720
                                              ==========        ==========




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



                                       20
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                     GEODYNE PRODUCTION PARTNERSHIP II-G
                      COMBINED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $  914,389        $1,536,333
   Interest income                                12,969             7,432
   Gain on sale of oil and
      gas properties                             245,627                 -
                                              ----------        ----------
                                              $1,172,985        $1,543,765

COST AND EXPENSES:
   Lease operating                            $  182,432        $  228,164
   Production tax                                 61,677           116,094
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 200,060           222,726
   Impairment provision                                -         3,101,656
   General and administrative
      (Note 2)                                   128,414           119,251
                                              ----------        ----------
                                              $  572,583        $3,787,891
                                              ----------        ----------

NET INCOME (LOSS)                             $  600,402       ($2,244,126)
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   37,374        $   20,397
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)          $  563,028       ($2,264,523)
                                              ==========        ==========
NET INCOME (LOSS) per unit                    $     1.51       ($     6.08)
                                              ==========        ==========
UNITS OUTSTANDING                                372,189           372,189
                                              ==========        ==========





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


                                       21
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                     GEODYNE PRODUCTION PARTNERSHIP II-G
                      COMBINED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              -----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                          $  600,402       ($2,244,126)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               200,060           222,726
      Impairment provision                             -         3,101,656
      Gain on sale of oil and gas
        properties                           (   245,627)                -
      (Increase) decrease in accounts
        receivable - oil and gas sales           160,556       (    28,253)
      (Increase) decrease in accounts
        receivable - General Partner         (   239,299)           34,620
      Decrease in accounts payable           (    51,937)      (    13,197)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $  424,155        $1,073,426
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($   26,822)      ($   18,051)
   Proceeds from sale of oil and
      gas properties                             269,492                 -
                                              ----------        ----------
Net cash provided (used) by
   investing activities                       $  242,670       ($   18,051)
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,540,458)      ($  912,958)
                                              ----------        ----------
Net cash used by financing activities        ($1,540,458)      ($  912,958)
                                              ----------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                          ($  873,633)       $  142,417

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         1,564,325           932,165
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  690,692        $1,074,582
                                              ==========        ==========

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



                                       22
<PAGE>



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

                                    ASSETS

                                              March 31,        December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  162,883        $  364,502
   Accounts receivable:
      Oil and gas sales                          131,352           168,833
      General Partner (Note 2)                    56,045                 -
                                              ----------        ----------
        Total current assets                  $  350,280        $  533,335

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,179,192         1,225,295

DEFERRED CHARGE                                   29,519            29,519
                                              ----------        ----------
                                              $1,558,991        $1,788,149
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   20,157        $   31,925
   Gas imbalance payable                          13,149            13,149
                                              ----------        ----------
        Total current liabilities             $   33,306        $   45,074

ACCRUED LIABILITY                                 14,648            14,648

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           (    77,898)      (    78,796)
   Limited Partners, issued and
      outstanding, 91,711 units                1,588,935         1,807,223
                                              ----------        ----------
        Total Partners' capital               $1,511,037        $1,728,427
                                              ----------        ----------
                                              $1,558,991        $1,788,149
                                              ==========        ==========




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



                                       23
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                     GEODYNE PRODUCTION PARTNERSHIP II-H
                      COMBINED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                                --------        ----------

REVENUES:
   Oil and gas sales                            $217,703          $360,814
   Interest income                                 2,935             1,709
   Gain on sale of oil and
      gas properties                              57,318                 -
                                                --------          --------
                                                $277,956          $362,523

COST AND EXPENSES:
   Lease operating                              $ 43,473          $ 56,403
   Production tax                                 14,867            28,031
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  46,481            53,395
   Impairment provision                                -           785,220
   General and administrative
      (Note 2)                                    31,636            29,381
                                                --------          --------
                                                $136,457          $952,430
                                                --------          --------

NET INCOME (LOSS)                               $141,499         ($589,907)
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  8,787          $  3,964
                                                ========          ========
LIMITED PARTNERS - NET INCOME (LOSS)            $132,712         ($593,871)
                                                ========          ========
NET INCOME (LOSS) per unit                      $   1.45         ($   6.48)
                                                ========          ========
UNITS OUTSTANDING                                 91,711            91,711
                                                ========          ========





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


                                       24
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                     GEODYNE PRODUCTION PARTNERSHIP II-H
                      COMBINED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                               ---------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                            $141,499         ($589,907)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                46,481            53,395
      Impairment provision                             -           785,220
      Gain on sale of oil and gas
        properties                             (  57,318)                -
      (Increase) decrease in accounts
        receivable - oil and gas sales            37,481         (     280)
      (Increase) decrease in accounts
        receivable - General Partner           (  56,045)            9,151
      Decrease in accounts payable             (  11,768)        (   3,885)
                                                --------          --------
Net cash provided by operating
   activities                                   $100,330          $253,694
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($  6,209)        ($  4,153)
   Proceeds from sale of oil and
      gas properties                              63,149                 -
                                                --------          --------
Net cash provided (used) by
   investing activities                         $ 56,940         ($  4,153)
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($358,889)        ($217,520)
                                                --------          --------
Net cash used by financing activities          ($358,889)        ($217,520)
                                                --------          --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($201,619)         $ 32,021

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           364,502           221,484
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $162,883          $253,505
                                                ========          ========

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


                                       25
<PAGE>


                GEODYNE ENERGY INCOME II LIMITED PARTNERSHIPS
             CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS
                                MARCH 31, 1998
                                  (Unaudited)


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

      The combined balance sheets as of March 31, 1998,  combined  statements of
      operations  for the  three  months  ended  March 31,  1998 and  1997,  and
      combined  statements  of cash flows for the three  months  ended March 31,
      1998 and 1997 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 March 31, 1998,  the combined  results of  operations  for the
      three  months ended March 31, 1998 and 1997,  and the combined  cash flows
      for the three months ended March 31, 1998 and 1997.

      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, 1997. The
      results  of  operations  for the  period  ended  March  31,  1998  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.





                                       26
<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  prior to their  transfer  to the  Partnerships.  During the three
      months  ended March 31,  1998  capital  expenditures  incurred by the II-A
      Partnership totaled $13,541.  These expenditures resulted primarily from a
      recompletion  attempt on the White Farms A No. 4 well  located in Canadian
      County,  Oklahoma.  The II-A Partnership has a 12.0% interest in the White
      Farms A No. 4 well.  During the three  months ended March 31, 1998 capital
      expenditures  incurred  by the II-E  Partnership  totaled  $82,321.  These
      expenditures resulted primarily from the recompletion of four wells within
      the Richie unit located in Acadia Parish,  Louisiana. The II-E Partnership
      has a 5.8% working  interest in the Richie unit.  Leasehold  impairment is
      recognized  based upon an individual  property  assessment and exploratory
      experience.  Upon discovery of commercial  reserves,  leasehold  costs are
      transferred to producing properties.

      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, net of estimated
      salvage value.

      When complete units of depreciable property are retired or sold, the asset
      cost and related accumulated  depreciation are eliminated with any gain or
      loss  reflected in income.  When less than complete  units of  depreciable
      property  are  retired  or sold,  the  difference  between  asset cost and
      salvage value is charged to accumulated depreciation.




                                       27
<PAGE>



      Statement of Financial  Accounting Standards ("SFAS") No. 121, "Accounting
      for the  Impairment  of Long Lived  Assets and Assets Held for  Disposal",
      requires successful efforts companies, like the Partnerships,  to evaluate
      the  recoverability  of the  carrying  costs of their  proved  oil and gas
      properties at the lowest level for which there are identifiable cash flows
      that are largely  independent of the cash flows of other groups of oil and
      gas properties.  With respect to the Partnerships' oil and gas properties,
      this evaluation was performed for each field.  SFAS No. 121, provides that
      if the  unamortized  costs of oil and gas properties for each field exceed
      the expected undiscounted future cash flows from such properties, the cost
      of the  properties  is written down to fair value,  which is determined by
      using  the  discounted   future  cash  flows  from  the  properties.   The
      Partnerships  recorded  a non-cash  charge  against  earnings  (impairment
      provision)  during the three months ended March 31, 1997  pursuant to SFAS
      No. 121 as follows:
 
                  Partnership                       Amount
                  -----------                    -----------
                    II-A                         $  684,276
                    II-B                            530,988
                    II-C                             66,617
                    II-D                            143,957
                    II-E                            992,851
                    II-F                          1,377,160
                    II-G                          3,101,656
                    II-H                            785,220

      No such charge was recorded  during the three months ended March 31, 1998.
      The risk that the Partnerships  will be required to record such impairment
      provisions in the future increases when oil and gas prices are depressed.


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  March 31,  1998 the  following  payments  were made to the  General
      Partner or its affiliates by the Partnerships:




                                       28
<PAGE>



                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               II-A                 $41,793                  $127,443
               II-B                  31,636                    95,190
               II-C                  13,520                    40,689
               II-D                  27,226                    82,863
               II-E                  20,435                    60,216
               II-F                  14,071                    45,105
               II-G                  30,470                    97,944
               II-H                   7,501                    24,135

      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.

      The  receivable  from  the  General  Partner  at  March  31,  1998 for the
      Partnerships  represents proceeds due to the Partnerships from the sale of
      oil and gas  properties to third parties during the first quarter of 1998.
      Subsequent  to March  31,  1998,  this  receivable  was  collected  by the
      Partnerships.





                                       29
<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 Program.

      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.



                                       30
<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           September 27, 1988           22,882,100
                  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  March  31,  1998  and the net  revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

      The  Partnerships'  Statements of Cash Flows for the first quarter of 1998
      include proceeds from the sale of oil and gas properties  during the three
      months  ended  March  31,  1998.  These  proceeds  will be  reflected,  as
      applicable, in the Partnerships' cash distributions, if any, to be paid in
      May 1998.  It is possible  that the  Partnerships'  repurchase  values and
      future cash distributions  could decline as a result of the disposition of
      these  properties.  On the other hand, the General Partner  believes there
      will be beneficial  operating  efficiencies  related to the  Partnerships'
      remaining  properties.  This  is  primarily  due  to  the  fact  that  the
      properties  sold  generally  bore a higher ratio of operating  expenses as
      compared to reserves than the Partnerships' remaining properties.



                                       31
<PAGE>



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

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis  of results of  operations  provided  below.  The most  important
      variable  affecting the Partnerships'  revenues is the prices received for
      the sale of oil and  gas.  Predicting  future  prices  is very  difficult.
      Substantially  all of the Partnerships' gas reserves are being sold in the
      "spot market".  Prices on the spot market are subject to wide seasonal and
      regional pricing  fluctuations due to the highly competitive nature of the
      spot market. In addition,  such spot market sales are generally short-term
      in nature and are dependent upon the obtaining of transportation  services
      provided by pipelines.  Management is unable to predict whether future oil
      and gas prices will (i) stabilize, (ii) increase, or (iii) decrease.

      II-A PARTNERSHIP

      THREE  MONTHS  ENDED MARCH 31, 1998 AS COMPARED TO THE THREE  MONTHS ENDED
      MARCH 31, 1997.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $1,036,321       $1,515,197
      Oil and gas production expenses           $  370,673       $  391,572
      Barrels produced                              22,046           24,515
      Mcf produced                                 313,823          396,730
      Average price/Bbl                         $    15.86       $    21.75
      Average price/Mcf                         $     2.19       $     2.48

      As shown in the table above,  total oil and gas sales  decreased  $478,876
      (31.6%) for the three months ended March 31, 1998 as compared to the three
      months ended March 31, 1997. Of this decrease,  approximately  $54,000 and
      $206,000,  respectively,  were  related to decreases in volumes of oil and
      gas  sold and  approximately  $130,000  and  $91,000,  respectively,  were
      related to decreases in the average prices of oil and gas sold. Volumes of
      oil and gas sold decreased 2,469 barrels and 82,907 Mcf, respectively, for
      the three  months  ended March 31,  1998 as  compared to the three  months
      ended  March 31,  1997.  The  decrease  in  volumes  of oil sold  resulted
      primarily  from  (i)  normal  declines  in  production  due to  diminished
      reserves on several wells during the three months ended March 31, 1998 and
      (ii) positive prior period volume adjustments made by the purchaser on two
      significant  wells  during the three  months  ended  March 31,  1997.  The
      decrease in volumes of gas sold resulted primarily from (i) positive prior
      period volume



                                       32
<PAGE>



      adjustments made by the purchaser on one significant well during the three
      months ended March 31, 1997,  (ii) normal  declines in  production  due to
      diminished  reserves  during the three months  ended March 31,  1998,  and
      (iii) the  shutting-in  of one  significant  well during the three  months
      ended March 31, 1998 in order to increase production capabilities. Average
      oil and gas  prices  decreased  to $15.86  per  barrel  and $2.19 per Mcf,
      respectively,  for the three  months  ended March 31, 1998 from $21.75 per
      barrel and $2.48 per Mcf,  respectively,  for the three months ended March
      31, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $20,899  (5.3%) for the three  months ended
      March 31, 1998 as compared to the three months  ended March 31, 1997.  Any
      decrease which resulted  primarily from (i) decreases in production  taxes
      associated with the decrease in oil and gas sales discussed above and (ii)
      the decreases in volumes of oil and gas sold during the three months ended
      March 31, 1998 as compared  to the three  months  ended March 31, 1997 was
      substantially   offset  by  (i)  workover   expenses   incurred  on  three
      significant wells during the three months ended March 31, 1998 in order to
      improve  the  recovery  of reserves  and (ii)  higher  general  repair and
      maintenance  expenses incurred on three significant wells during the three
      months ended March 31, 1998. As a percentage  of oil and gas sales,  these
      expenses increased to 35.8% for the three months ended March 31, 1998 from
      25.8% for the three months ended March 31, 1997. This percentage  increase
      was primarily  due to the  decreases in the average  prices of oil and gas
      sold during the three months ended March 31, 1998 as compared to the three
      months ended March 31, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $36,086  (18.3%) for the three  months  ended March 31, 1998 as
      compared to the three months ended March 31, 1997. This decrease  resulted
      primarily  from  (i)decreases  in volumes  of oil and gas sold  during the
      three  months  ended March 31, 1998 as compared to the three  months ended
      March 31, 1997 and (ii) upward  revisions in the estimate of remaining gas
      reserves at December 31, 1997. As a percentage of oil and gas sales,  this
      expense  increased to 15.5% for the three months ended March 31, 1998 from
      13.0% for the three months ended March 31, 1997. This percentage  increase
      was primarily  due to the  decreases in the average  prices of oil and gas
      sold during the three months ended March 31, 1998 as compared to the three
      months ended March 31, 1997.




                                       33
<PAGE>



      The II-A  Partnership  recognized a non-cash  charge  against  earnings of
      $684,267  during the three months  ended March 31,  1997.  Of this amount,
      $223,943  was related to a decline in oil and gas prices used to determine
      the  recoverability  of proved oil and gas  reserves at March 31, 1997 and
      $460,333  was related to the  writing-off  of unproved  properties.  These
      unproved  properties  were  written  off  based on the  General  Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and provisions in the II-A Partnership's partnership agreement which limit
      the level of  permissible  drilling  activity.  No  similar  charges  were
      necessary during the three months ended March 31, 1998.

      General and administrative  expenses increased $5,650 (3.5%) for the three
      months  ended March 31, 1998 as compared to the three  months  ended March
      31, 1997. As a percentage of oil and gas sales,  these expenses  increased
      to 16.3% for the three  months  ended  March 31,  1998 from  10.8% for the
      three months ended March 31, 1997. This percentage  increase was primarily
      due to the decrease in oil and gas sales discussed above.

      The Limited  Partners have received cash  distributions  through March 31,
      1998  totaling  $42,684,357  or 88.14% of the  Limited  Partners'  capital
      contributions.

      II-B PARTNERSHIP

      THREE  MONTHS  ENDED MARCH 31, 1998 AS COMPARED TO THE THREE  MONTHS ENDED
      MARCH 31, 1997.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                  1998              1997
                                                --------         ----------
      Oil and gas sales                         $795,456         $1,079,349
      Oil and gas production expenses           $294,650         $  280,646
      Barrels produced                            15,911             15,431
      Mcf produced                               237,012            292,664
      Average price/Bbl                         $  16.11         $    21.89
      Average price/Mcf                         $   2.27         $     2.53

      As shown in the table above,  total oil and gas sales  decreased  $283,893
      (26.3%) for the three months ended March 31, 1998 as compared to the three
      months ended March 31, 1997. Of this decrease,  approximately $141,000 was
      related to a decrease in volumes of gas sold and approximately $92,000 and
      $62,000, respectively,  were related to decreases in the average prices of
      oil and gas sold. Volumes of oil sold increased 480 barrels, while volumes
      of gas sold decreased 55,652 Mcf for the three months ended March 31, 1998
      as compared to the three months ended March 31, 1997.



                                       34
<PAGE>



      The  decrease in volumes of gas sold  resulted  primarily  from (i) normal
      declines in production due to diminished  reserves during the three months
      ended March 31, 1998 and (ii)  negative  prior period  volume  adjustments
      made by the  purchaser  on one  significant  well during the three  months
      ended March 31, 1998.  Average oil and gas prices  decreased to $16.11 per
      barrel and $2.27 per Mcf,  respectively,  for the three months ended March
      31, 1998 from $21.89 per barrel and $2.53 per Mcf,  respectively,  for the
      three months ended March 31, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $14,004  (5.0%) for the three  months ended
      March 31, 1998 as compared to the three months ended March 31, 1997.  This
      increase resulted primarily from (i) workover expenses incurred on several
      wells during the three months ended March 31, 1998 in order to improve the
      recovery  of  reserves  and (ii)  higher  general  repair and  maintenance
      expenses  incurred on two significant  wells during the three months ended
      March 31, 1998. This increase was  substantially  offset by (i) a decrease
      in  production  taxes  associated  with the  decrease in oil and gas sales
      discussed  above and (ii) the  decrease  in volumes of gas sold during the
      three  months  ended March 31, 1998 as compared to the three  months ended
      March 31,  1997.  As a  percentage  of oil and gas sales,  these  expenses
      increased  to 37.0% for the three  months  ended March 31, 1998 from 26.0%
      for the three months ended March 31, 1997.  This  percentage  increase was
      primarily due to the  decreases in the average  prices of oil and gas sold
      during the three  months  ended  March 31,  1998 as  compared to the three
      months ended March 31, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $35,709  (25.6%) for the three  months  ended March 31, 1998 as
      compared to the three months ended March 31, 1997. This decrease  resulted
      primarily  from (i) the  decrease  in volumes of gas sold during the three
      months  ended March 31, 1998 as compared to the three  months  ended March
      31, 1997 and (ii) an upward  revision in the  estimate  of  remaining  gas
      reserves at December 31, 1997. As a percentage of oil and gas sales,  this
      expense remained  relatively  constant at 13.0% for the three months ended
      March 31, 1998 and 12.9% for the three months ended March 31, 1997.

      The II-B  Partnership  recognized a non-cash  charge  against  earnings of
      $530,988  during the three months  ended March 31,  1997.  Of this amount,
      $134,003  was related to a decline in oil and gas prices used to determine
      the  recoverability  of proved oil and gas  reserves at March 31, 1997 and
      $396,985  was related to the  writing-off  of unproved  properties.  These
      unproved  properties  were  written  off  based on the  General  Partner's
      determination that it was unlikely that



                                       35
<PAGE>



      such  properties  would  be  developed  due to the low oil and gas  prices
      received  over  the  prior  several  years  and  provisions  in  the  II-B
      Partnership's  partnership  agreement which limit the level of permissible
      drilling  activity.  No similar  charges were  necessary  during the three
      months ended March 31, 1998.

      General and administrative  expenses remained  relatively constant for the
      three  months  ended March 31, 1998 as compared to the three  months ended
      March 31,  1997.  As a  percentage  of oil and gas sales,  these  expenses
      increased  to 15.9% for the three  months  ended March 31, 1998 from 11.8%
      for the three months ended March 31, 1997.  This  percentage  increase was
      primarily due to the decrease in oil and gas sales discussed above.

      The Limited  Partners have received cash  distributions  through March 31,
      1998  totaling  $30,435,916  or 84.14% of the  Limited  Partners'  capital
      contributions.

      II-C PARTNERSHIP

      THREE  MONTHS  ENDED MARCH 31, 1998 AS COMPARED TO THE THREE  MONTHS ENDED
      MARCH 31, 1997.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                    1998            1997
                                                  --------       ----------
      Oil and gas sales                           $368,535         $514,182
      Oil and gas production expenses             $112,302         $127,804
      Barrels produced                               5,004            5,073
      Mcf produced                                 137,055          160,273
      Average price/Bbl                           $  15.08         $  22.45
      Average price/Mcf                           $   2.14         $   2.50

      As shown in the table above,  total oil and gas sales  decreased  $145,647
      (28.3%) for the three months ended March 31, 1998 as compared to the three
      months ended March 31, 1997. Of this decrease,  approximately  $58,000 was
      related to a decrease in volumes of gas sold and approximately $37,000 and
      $49,000, respectively,  were related to decreases in the average prices of
      oil and gas sold.  Volumes of oil and gas sold  decreased  69 barrels  and
      23,218 Mcf,  respectively,  for the three  months  ended March 31, 1998 as
      compared to the three months ended March 31, 1997. The decrease in volumes
      of gas sold resulted  primarily from normal  declines in production due to
      diminished  reserves during the three months ended March 31, 1998. Average
      oil and gas  prices  decreased  to $15.08  per  barrel  and $2.14 per Mcf,
      respectively,  for the three  months  ended March 31, 1998 from $22.45 per
      barrel and $2.50 per Mcf,  respectively,  for the three months ended March
      31, 1997.



                                       36
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $15,502  (12.1%) for the three months ended
      March 31, 1998 as compared to the three months ended March 31, 1997.  This
      decrease  resulted  primarily  from (i) a  decrease  in  production  taxes
      associated with the decrease in oil and gas sales discussed above and (ii)
      the decreases in volumes of oil and gas sold during the three months ended
      March 31, 1998 as compared to the three months ended March 31, 1997, which
      decrease  was  partially  offset  by  workover  expenses  incurred  on two
      significant wells during the three months ended March 31, 1998 in order to
      improve the  recovery of reserves.  As a percentage  of oil and gas sales,
      these  expenses  increased  to 30.5% for the three  months ended March 31,
      1998 from 24.9% for the three months ended March 31, 1997. This percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the three  months  ended March 31, 1998 as compared to
      the three months ended March 31, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $2,698  (4.7%) for the three  months  ended  March 31,  1998 as
      compared to the three months ended March 31, 1997.  As a percentage of oil
      and gas sales,  this expense increased to 16.2% for the three months ended
      March 31, 1998 from 11.1% for the three months ended March 31, 1997.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold during the three months ended March 31, 1998 as
      compared to the three months ended March 31, 1997.

      The II-C  Partnership  recognized a non-cash  charge  against  earnings of
      $66,617  during the three  months  ended March 31,  1997.  Of this amount,
      $36,163 was  related to a decline in oil and gas prices used to  determine
      the  recoverability  of proved oil and gas  reserves at March 31, 1997 and
      $30,454  was related to the  writing-off  of  unproved  properties.  These
      unproved  properties  were  written  off  based on the  General  Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and provisions in the II-C Partnership's partnership agreement which limit
      the level of  permissible  drilling  activity.  No  similar  charges  were
      necessary during the three months ended March 31, 1998.

      General and administrative  expenses remained  relatively constant for the
      three  months  ended March 31, 1998 as compared to the three  months ended
      March 31,  1997.  As a  percentage  of oil and gas sales,  these  expenses
      increased  to 14.7% for the three  months  ended March 31, 1998 from 10.6%
      for the three months ended March 31, 1997.  This  percentage  increase was
      primarily due to the decrease in oil and gas sales discussed above.



                                       37
<PAGE>



      The Limited  Partners have received cash  distributions  through March 31,
      1998  totaling  $13,560,686  or 87.7%  of the  Limited  Partners'  capital
      contributions.

      II-D PARTNERSHIP

      THREE  MONTHS  ENDED MARCH 31, 1998 AS COMPARED TO THE THREE  MONTHS ENDED
      MARCH 31, 1997.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                  1998              1997
                                                 --------        ----------
      Oil and gas sales                          $711,972        $1,210,897
      Oil and gas production expenses            $321,636        $  320,345
      Barrels produced                             11,829            12,702
      Mcf produced                                258,157           409,945
      Average price/Bbl                          $  15.10        $    23.67
      Average price/Mcf                          $   2.07        $     2.22

      As shown in the table above,  total oil and gas sales  decreased  $498,925
      (41.2%) for the three months ended March 31, 1998 as compared to the three
      months ended March 31, 1997. Of this decrease,  approximately $337,000 was
      related to a decrease  in volumes of gas sold and  approximately  $101,000
      and $39,000, respectively,  were related to decreases in the average price
      of oil and gas sold. Volumes of oil and gas sold decreased 873 barrels and
      151,788  Mcf,  respectively,  for the three months ended March 31, 1998 as
      compared to the three months ended March 31, 1997. The decrease in volumes
      of gas sold resulted  primarily from (i) normal declines in production due
      to diminished  reserves during the three months ended March 31, 1998, (ii)
      positive prior period volume  adjustments made by the purchaser on several
      wells  during the three  months  ended March 31,  1997,  (iii) the sale of
      several  wells  during  1997,   and  (iv)  negative  prior  period  volume
      adjustments made by the purchaser on one significant well during the three
      months  ended  March 31,  1998.  Average oil and gas prices  decreased  to
      $15.10 per barrel and $2.07 per Mcf,  respectively,  for the three  months
      ended   March  31,  1998  from  $23.67  per  barrel  and  $2.22  per  Mcf,
      respectively, for the three months ended March 31, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) remained  relatively constant for the three months ended
      March 31, 1998 as compared to the three months  ended March 31,  1997.  An
      increase in  production  expenses  resulted  primarily  from (i)  workover
      expenses  incurred on one  significant  well during the three months ended
      March 31, 1998 in order to improve the  recovery of  reserves,  (ii) prior
      period  adjustments  in  production   expenses  by  the  operator  on  one
      significant  well during the three months ended March 31, 1998,  and (iii)
      higher general



                                       38
<PAGE>



      repair and maintenance  expenses  incurred on two significant wells during
      the  three  months  ended  March  31,  1998.  However,  this  increase  in
      production  expenses  was  substantially  offset  by  (i)  a  decrease  in
      production  taxes  associated  with  the  decrease  in oil and  gas  sales
      discussed  above and (ii) the  decreases  in  volumes  of oil and gas sold
      during the three  months  ended  March 31,  1998 as  compared to the three
      months ended March 31, 1997. As a percentage  of oil and gas sales,  these
      expenses increased to 45.2% for the three months ended March 31, 1998 from
      26.5% for the three months ended March 31, 1997. This percentage  increase
      was primarily  due to the  decreases in the average  prices of oil and gas
      sold during the three months ended March 31, 1998 as compared to the three
      months ended March 31, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $51,482  (31.3%) for the three  months  ended March 31, 1998 as
      compared to the three months ended March 31, 1997. This decrease  resulted
      primarily from (i) the decreases in volumes of oil and gas sold during the
      three  months  ended March 31, 1998 as compared to the three  months ended
      March 31, 1997 and (ii) an upward  revision in the  estimate of  remaining
      gas reserves at December 31, 1997.  As a percentage  of oil and gas sales,
      this expense  increased to 15.9% for the three months ended March 31, 1998
      from 13.6% for the three  months  ended March 31,  1997.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the three  months  ended March 31, 1998 as compared to
      the three months ended March 31, 1997.

      The II-D  Partnership  recognized a non-cash  charge  against  earnings of
      $143,957  during the three months ended March 31,  1997.  This  impairment
      provision  was  necessary  due to a decline in oil and gas prices  used to
      determine the  recoverability  of proved oil and gas reserves at March 31,
      1997. No similar charge was necessary  during the three months ended March
      31, 1998.

      General and administrative  expenses decreased $3,147 (2.8%) for the three
      months  ended March 31, 1998 as compared to the three  months  ended March
      31, 1997. As a percentage of oil and gas sales,  these expenses  increased
      to 15.5% for the three months ended March 31, 1998 from 9.4% for the three
      months ended March 31, 1997. This percentage increase was primarily due to
      the decrease in oil and gas sales discussed above.

      The Limited  Partners have received cash  distributions  through March 31,
      1998  totaling  $26,636,903  or $84.59% of the Limited  Partners'  capital
      contributions.




                                       39
<PAGE>



      II-E PARTNERSHIP

      THREE  MONTHS  ENDED MARCH 31, 1998 AS COMPARED TO THE THREE  MONTHS ENDED
      MARCH 31, 1997.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                    1998            1997
                                                  --------       ----------
      Oil and gas sales                           $478,325         $780,293
      Oil and gas production expenses             $165,724         $236,324
      Barrels produced                               8,400           12,061
      Mcf produced                                 177,849          204,651
      Average price/Bbl                           $  14.45         $  21.22
      Average price/Mcf                           $   2.01         $   2.56

      As shown in the table above,  total oil and gas sales  decreased  $301,968
      (38.7%) for the three months ended March 31, 1998 as compared to the three
      months ended March 31, 1997. Of this decrease,  approximately  $78,000 and
      $69,000, respectively, were related to decreases in volumes of oil and gas
      sold and approximately $57,000 and $98,000, respectively,  were related to
      decreases  in the average  prices of oil and gas sold.  Volumes of oil and
      gas sold  decreased  3,661 barrels and 26,802 Mcf,  respectively,  for the
      three  months  ended March 31, 1998 as compared to the three  months ended
      March 31,  1997.  The decrease in volumes of oil sold  resulted  primarily
      from (i) normal  declines in production due to diminished  reserves during
      the three  months  ended  March 31,  1998,  (ii) the  shutting-in  of four
      significant wells during the three months ended March 31, 1998 in order to
      increase production  capabilities,  and (iii) positive prior period volume
      adjustments  made by the purchaser on three  significant  wells during the
      three  months  ended March 31,  1997.  The decrease in volumes of gas sold
      resulted primarily from (i) the receipt in 1998 of a reduced percentage of
      sales  due  to  the  II-E  Partnership's   overproduced  position  on  one
      significant  well,  (ii)  the  decline  in  production  due to  diminished
      reserves on two significant  wells during the three months ended March 31,
      1998,  and (iii)  negative  prior period  volume  adjustments  made by the
      purchaser on one significant  well during the three months ended March 31,
      1998.  Average oil and gas prices decreased to $14.45 per barrel and $2.01
      per Mcf,  respectively,  for the three  months  ended  March 31, 1998 from
      $21.22 per barrel and $2.56 per Mcf,  respectively,  for the three  months
      ended March 31, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $70,600  (29.9%) for the three months ended
      March 31, 1998 as compared to the three months ended March 31, 1997.  This
      decrease  resulted  primarily  from (i) a  decrease  in  production  taxes
      associated with the decrease in oil and gas sales discussed above and (ii)
      the decreases in volumes of oil and gas sold during the



                                       40
<PAGE>



      three  months  ended March 31, 1998 as compared to the three  months ended
      March 31,  1997.  As a  percentage  of oil and gas sales,  these  expenses
      increased  to 34.6% for the three  months  ended March 31, 1998 from 30.3%
      for the three months ended March 31, 1997.  This  percentage  increase was
      primarily due to the  decreases in the average  prices of oil and gas sold
      during the three  months  ended  March 31,  1998 as  compared to the three
      months ended March 31, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $26,867  (16.4%) for the three  months  ended March 31, 1998 as
      compared to the three months ended March 31, 1997. This decrease  resulted
      primarily from (i) the decreases in volumes of oil and gas sold during the
      three  months  ended March 31, 1998 as compared to the three  months ended
      March 31, 1997 and (ii) an upward  revision in the  estimate of  remaining
      gas reserves at December 31, 1997.  As a percentage  of oil and gas sales,
      this expense  increased to 28.6% for the three months ended March 31, 1998
      from 20.9% for the three  months  ended March 31,  1997.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the three  months  ended March 31, 1998 as compared to
      the three months ended March 31, 1997.

      The II-E  Partnership  recognized a non-cash  charge  against  earnings of
      $992,851  during the three months  ended March 31,  1997.  Of this amount,
      $317,979  was related to a decline in oil and gas prices used to determine
      the  recoverability  of proved oil and gas  reserves at March 31, 1997 and
      $674,872  was related to the  writing-off  of unproved  properties.  These
      unproved  properties  were  written  off  based on the  General  Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and provisions in the II-E Partnership's partnership agreement which limit
      the  level  of  permissible  drilling  activity.  No  similar  charge  was
      necessary during the three months ended March 31, 1998.

      General and  administrative  expenses  decreased  $15,527  (16.1%) for the
      three  months  ended March 31, 1998 as compared to the three  months ended
      March 31,  1997.  This  decrease  resulted  primarily  from  decreases  in
      professional fees during the three months ended March 31, 1998 as compared
      to the three months ended March 31, 1997.  As a percentage  of oil and gas
      sales,  these expenses increased to 16.9% for the three months ended March
      31,  1998 from  12.3% for the three  months  ended  March 31,  1997.  This
      percentage increase was primarily due to the decrease in oil and gas sales
      discussed above.

      The Limited  Partners have received cash  distributions  through March 31,
      1998  totaling  $15,606,574  or 68.20% of the  Limited  Partners'  capital
      contributions.



                                       41
<PAGE>



      II-F PARTNERSHIP

      THREE  MONTHS  ENDED MARCH 31, 1998 AS COMPARED TO THE THREE  MONTHS ENDED
      MARCH 31, 1997.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                    1998            1997
                                                  --------       ----------
      Oil and gas sales                           $432,069         $729,165
      Oil and gas production expenses             $114,831         $159,630
      Barrels produced                               9,805           12,012
      Mcf produced                                 143,447          143,209
      Average price/Bbl                           $  14.07         $  20.89
      Average price/Mcf                           $   2.05         $   3.34

      As shown in the table above,  total oil and gas sales  decreased  $297,096
      (40.7%) for the three months ended March 31, 1998 as compared to the three
      months ended March 31, 1997. Of this decrease,  approximately  $46,000 was
      related to a decrease in volumes of oil sold and approximately $67,000 and
      $185,000, respectively, were related to decreases in the average prices of
      oil and gas sold.  Volumes  of oil sold  decreased  2,207  barrels,  while
      volumes of gas sold increased 238 Mcf for the three months ended March 31,
      1998 as compared to the three months ended March 31, 1997. The decrease in
      volumes of oil sold  resulted  primarily  from (i)  positive  prior period
      volume adjustments made by the purchaser on three significant wells during
      the three  months  ended March 31,  1997,  (ii) the sale of several  wells
      during 1997,  and (iii) normal  declines in  production  due to diminished
      reserves during the three months ended March 31, 1998. Any increase in the
      volumes of gas sold caused by a negative  prior period  volume  adjustment
      made by the  purchaser  during the three  months  ended March 31, 1997 was
      substantially  offset by normal  declines in production  due to diminished
      reserves on several  wells  during the three  months ended March 31, 1998.
      Average  oil and gas prices  decreased  to $14.07 per barrel and $2.05 per
      Mcf,  respectively,  for the three months ended March 31, 1998 from $20.89
      per barrel and $3.34 per Mcf,  respectively,  for the three  months  ended
      March 31, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $44,799  (28.1%) for the three months ended
      March 31, 1998 as compared to the three months ended March 31, 1997.  This
      decrease  resulted  primarily  from (i) a  decrease  in  production  taxes
      associated  with the decrease in oil and gas sales discussed  above,  (ii)
      the  decrease in volumes of oil sold during the three  months  ended March
      31, 1998 as compared to the three months  ended March 31, 1997,  and (iii)
      workover  expenses  incurred  on two  significant  wells  during the three
      months ended March 31, 1997. As a percentage  of oil and gas sales,  these
      expenses increased to 26.6% for the three months ended March 31, 1998



                                       42
<PAGE>



      from 21.9% for the three  months  ended March 31,  1997.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the three  months  ended March 31, 1998 as compared to
      the three months ended March 31, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $8,177  (8.0%) for the three  months  ended  March 31,  1998 as
      compared to the three months ended March 31, 1997.  As a percentage of oil
      and gas sales,  this expense increased to 21.7% for the three months ended
      March 31, 1998 from 14.0% for the three months ended March 31, 1997.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold during the three months ended March 31, 1998 as
      compared to the three months ended March 31, 1997.

      The II-F  Partnership  recognized a non-cash  charge  against  earnings of
      $1,377,160  during the three months ended March 31, 1997.  Of this amount,
      $208,255  was related to a decline in oil and gas prices used to determine
      a  recoverability  of proved oil and gas  reserves  at March 31,  1997 and
      $1,168,905 was related to the  writing-off of unproved  properties.  These
      unproved  properties  were  written  off  based on the  General  Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and provisions in the II-F Partnership's partnership agreement which limit
      the  level  of  permissible  drilling  activity.  No  similar  charge  was
      necessary during the three months ended March 31, 1998.

      General and administrative  expenses increased $4,232 (7.7%) for the three
      months  ended March 31, 1998 as compared to the three  months  ended March
      31, 1997. As a percentage of oil and gas sales,  these expenses  increased
      to 13.7% for the three months ended March 31, 1998 from 7.5% for the three
      months ended March 31, 1997. This percentage increase was primarily due to
      the decrease in oil and gas sales discussed above.

      The Limited  Partners have received cash  distributions  through March 31,
      1998  totaling  $15,630,051  or 91.19% of the  Limited  Partners'  capital
      contributions.





                                       43
<PAGE>



      II-G PARTNERSHIP

      THREE  MONTHS  ENDED MARCH 31, 1998 AS COMPARED TO THE THREE  MONTHS ENDED
      MARCH 31, 1997.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                    1998            1997
                                                  --------       ----------
      Oil and gas sales                           $914,389       $1,536,333
      Oil and gas production expenses             $244,109       $  344,258
      Barrels produced                              20,593           25,247
      Mcf produced                                 305,144          307,748
      Average price/Bbl                           $  14.07       $    20.89
      Average price/Mcf                           $   2.05       $     3.28

      As shown in the table above,  total oil and gas sales  decreased  $621,944
      (40.5%) for the three months ended March 31, 1998 as compared to the three
      months ended March 31, 1997. Of this decrease,  approximately  $97,000 was
      related to a decrease  in volumes of oil sold and  approximately  $140,000
      and  $375,000,  respectively,  were  related to  decreases  in the average
      prices of oil and gas sold.  Volumes of oil and gas sold  decreased  4,654
      barrels and 2,604 Mcf, respectively,  for the three months ended March 31,
      1998 as compared to the three months ended March 31, 1997. The decrease in
      volumes of oil sold  resulted  primarily  from (i)  positive  prior period
      volume adjustments made by the purchaser on three significant wells during
      the three  months  ended March 31,  1997,  (ii) the sale of several  wells
      during 1997,  and (iii) normal  declines in  production  due to diminished
      reserves  during the three months  ended March 31,  1998.  Any decrease in
      volumes of gas sold (which  resulted  primarily  from  normal  declines in
      production  due to  diminished  reserves on several wells during the three
      months ended March 31, 1998) was  substantially  offset by negative  prior
      period volume  adjustments  made by the purchaser on one significant  well
      during the three months  ended March 31, 1997.  Average oil and gas prices
      decreased  to $14.07 per barrel and $2.05 per Mcf,  respectively,  for the
      three  months  ended  March 31,  1998 from $20.89 per barrel and $3.28 per
      Mcf, respectively, for the three months ended March 31, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $100,149 (29.1%) for the three months ended
      March 31, 1998 as compared to the three months ended March 31, 1997.  This
      decrease  resulted  primarily  from (i) a  decrease  in  production  taxes
      associated  with the decrease in oil and gas sales discussed  above,  (ii)
      the decreases in volumes of oil and gas sold during the three months ended
      March 31, 1998 as compared to the three months  ended March 31, 1997,  and
      (iii) workover expenses incurred on two significant wells during the three
      months ended March 31, 1997. As a percentage  of oil and gas sales,  these
      expenses



                                       44
<PAGE>



      increased  to 26.7% for the three  months  ended March 31, 1998 from 22.4%
      for the three months ended March 31, 1997.  This  percentage  increase was
      primarily due to the  decreases in the average  prices of oil and gas sold
      during the three  months  ended  March 31,  1998 as  compared to the three
      months ended March 31, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $22,666  (10.2%) for the three  months  ended March 31, 1998 as
      compared to the three months ended March 31, 1997. This decrease  resulted
      primarily from (i) the decreases in volumes of oil and gas sold during the
      three  months  ended March 31, 1998 as compared to the three  months ended
      March 31, 1997 and (ii) an upward  revision in the  estimate of  remaining
      gas reserves at December 31, 1997.  As a percentage  of oil and gas sales,
      this expense  increased to 21.9% for the three months ended March 31, 1998
      from 14.5% for the three  months  ended March 31,  1997.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the three  months  ended March 31, 1998 as compared to
      the three months ended March 31, 1997.

      The II-G  Partnership  recognized a non-cash  charge  against  earnings of
      $3,101,656  during the three months ended March 31, 1997.  Of this amount,
      $489,672  was related to a decline in oil and gas prices used to determine
      the  recoverability  of proved oil and gas  reserves at March 31, 1997 and
      $2,611,984 was related to the  writing-off of unproved  properties.  These
      unproved  properties  were  written  off  based on the  General  Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and provisions in the II-G Partnership's partnership agreement which limit
      the  level  of  permissible  drilling  activity.  No  similar  charge  was
      necessary during the three months ended March 31, 1998.

      General and administrative  expenses increased $9,163 (7.7%) for the three
      months  ended March 31, 1998 as compared to the three  months  ended March
      31, 1997. As a percentage of oil and gas sales,  these expenses  increased
      to 14.0% for the three months ended March 31, 1998 from 7.8% for the three
      months ended March 31, 1997. This percentage increase was primarily due to
      the decrease in oil and gas sales discussed above.

      The Limited  Partners have received cash  distributions  through March 31,
      1998  totaling  $32,167,371  or 86.43% of the  Limited  Partners'  capital
      contributions.




                                       45
<PAGE>



      II-H PARTNERSHIP

      THREE  MONTHS  ENDED MARCH 31, 1998 AS COMPARED TO THE THREE  MONTHS ENDED
      MARCH 31, 1997.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                    1998            1997
                                                  --------       ----------
      Oil and gas sales                           $217,703         $360,814
      Oil and gas production expenses             $ 58,340         $ 84,434
      Barrels produced                               4,789            5,881
      Mcf produced                                  72,675           75,183
      Average price/Bbl                           $  14.06         $  20.90
      Average price/Mcf                           $   2.07         $   3.16

      As shown in the table above,  total oil and gas sales  decreased  $143,111
      (39.7%) for the three months ended March 31, 1998 as compared to the three
      months ended March 31, 1997. Of this decrease,  approximately  $23,000 was
      related to a decrease in volumes of oil sold and approximately $33,000 and
      $79,000, respectively,  were related to decreases in the average prices of
      oil and gas sold.  Volumes of oil and gas sold decreased 1,092 barrels and
      2,508 Mcf,  respectively,  for the three  months  ended  March 31, 1998 as
      compared to the three months ended March 31, 1997. The decrease in volumes
      of oil sold  resulted  primarily  from (i) positive  prior  period  volume
      adjustments  made by the purchaser on three  significant  wells during the
      three  months  ended  March 31,  1997 and (ii) the sale of  several  wells
      during 1997. Any decrease in volumes of gas sold (which resulted primarily
      from normal  declines in production due to diminished  reserves on several
      wells during the three months ended March 31, 1998 and the sale of several
      wells during  1997) was  substantially  offset by a negative  prior period
      volume adjustment made by the purchaser on one significant well during the
      three months ended March 31, 1997. Average oil and gas prices decreased to
      $14.06 per barrel and $2.07 per Mcf,  respectively,  for the three  months
      ended   March  31,  1998  from  $20.90  per  barrel  and  $3.16  per  Mcf,
      respectively, for the three months ended March 31, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $26,094  (30.9%) for the three months ended
      March 31, 1998 as compared to the three months ended March 31, 1997.  This
      decrease  resulted  primarily  from (i) a  decrease  in  production  taxes
      associated  with the decrease in oil and gas sales discussed  above,  (ii)
      the decreases in volumes of oil and gas sold during the three months ended
      March 31, 1998 as compared to the three months  ended March 31, 1997,  and
      (iii) workover  expenses  incurred on three  significant  wells during the
      three months ended March 31, 1997.  As a percentage  of oil and gas sales,
      these expenses increased to 26.8% for the three months ended March



                                       46
<PAGE>



      31,  1998 from  23.4% for the three  months  ended  March 31,  1997.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold during the three months ended March 31, 1998 as
      compared to the three months ended March 31, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $6,914  (12.9%)  for the three  months  ended March 31, 1998 as
      compared to the three months ended March 31, 1997. This decrease  resulted
      primarily from (i) the decreases in volumes of oil and gas sold during the
      three  months  ended March 31, 1998 as compared to the three  months ended
      March 31, 1997 and (ii) an upward  revision in the  estimate of  remaining
      gas reserves at December 31, 1997.  As a percentage  of oil and gas sales,
      this expense  increased to 21.4% for the three months ended March 31, 1998
      from 14.8% for the three  months  ended March 31,  1997.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the three  months  ended March 31, 1998 as compared to
      the three months ended March 31, 1997.

      The II-H  Partnership  recognized a non-cash  charge  against  earnings of
      $785,220  during the three months  ended March 31,  1997.  Of this amount,
      $125,223  was related to a decline in oil and gas prices used to determine
      the  recoverability  of proved oil and gas  reserves at March 31, 1997 and
      $659,997  was related to the  writing-off  of unproved  properties.  These
      unproved  properties  were  written  off  based on the  General  Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and provisions in the II-H Partnership's partnership agreement which limit
      the  level  of  permissible  drilling  activity.  No  similar  charge  was
      necessary during the three months ended March 31, 1998.

      General and administrative  expenses increased $2,255 (7.7%) for the three
      months  ended March 31, 1998 as compared to the three  months  ended March
      31, 1997. As a percentage of oil and gas sales,  these expenses  increased
      to 14.5% for the three months ended March 31, 1998 from 8.1% for the three
      months ended March 31, 1997. This percentage increase was primarily due to
      the decrease in oil and gas sales discussed above.

      The Limited  Partners have received cash  distributions  through March 31,
      1998  totaling  $7,490,364  or 81.67%  of the  Limited  Partners'  capital
      contributions.




                                       47
<PAGE>



                          PART II. OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

      As further described in the  Partnerships'  Annual Report on Form 10-K for
      the year ended December 31, 1997 (the "Form 10-K"),  the  Partnerships are
      included in the subject matter of a class action lawsuit  entitled "In Re:
      PaineWebber Limited Partnerships' Litigation," Case No. 94-CIV-8558,  U.S.
      District Court, Southern District of New York.

      In early 1996 PaineWebber Incorporated ("PaineWebber") reached settlements
      with  the  class  action   plaintiffs  and  the  Securities  and  Exchange
      Commission (the "SEC") that resolved the above referenced  litigation.  As
      part of the class  settlement,  PaineWebber  paid $125 million (the "Class
      Action  Fund"),  plus  certain  additional  consideration  to  the  class.
      PaineWebber  also  paid  $40  million  to  a  capped  claims  fund  to  be
      independently  administered  on behalf of the SEC (the "SEC  Fund").  Both
      settlement  funds  (in the case of the  Class  Action  Fund,  net of court
      approved  class  counsel  attorney's  fees and  disbursements)  were to be
      allocated  among eligible  limited  partners whose claims were approved by
      the respective Claims Administrators.

      In late March 1998, the Court awarded attorney's fees and disbursements to
      class counsel.  On or about May 8, 1998, the Claims  Administrator for the
      Class Action Fund mailed to eligible  class members the cash  component of
      their settlement  benefits from the Class Action Fund. The General Partner
      has  been  advised  that in late May  1998  the SEC  Claims  Administrator
      expects  to  mail  to  each  eligible   class  member  his  or  her  claim
      determination with the preliminary settlement amount, if any, from the SEC
      Fund.

      A further  description of the settlement is included  within the Form 10-K
      referred to above.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)    Exhibits

             27.1       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-A   Partnership's
                        financial  statements  as of March 31,  1998 and for the
                        three months ended March 31, 1998, filed herewith.






                                       48
<PAGE>




             27.2       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-B   Partnership's
                        financial  statements  as of March 31,  1998 and for the
                        three months ended March 31, 1998, filed herewith.
                 
             27.3       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-C   Partnership's
                        financial  statements  as of March 31,  1998 and for the
                        three months ended March 31, 1998, filed herewith.
                 
             27.4       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-D   Partnership's
                        financial  statements  as of March 31,  1998 and for the
                        three months ended March 31, 1998, filed herewith.
                 
             27.5       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-E   Partnership's
                        financial  statements  as of March 31,  1998 and for the
                        three months ended March 31, 1998, filed herewith.
                 
             27.6       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-F   Partnership's
                        financial  statements  as of March 31,  1998 and for the
                        three months ended March 31, 1998, filed herewith.
                 
             27.7       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-G   Partnership's
                        financial  statements  as of March 31,  1998 and for the
                        three months ended March 31, 1998, filed herewith.
                 
             27.8       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-H   Partnership's
                        financial  statements  as of March 31,  1998 and for the
                        three months ended March 31, 1998, filed herewith.

                        All other exhibits are omitted as inapplicable.






                                       49
<PAGE>




      (b) Reports on Form 8-K.

            Current report on Form 8-K filed during the first quarter of 1998:

            Date of event:                      January 29, 1998
            Date filed with SEC:                January 30, 1998
            Items included
                  Item 5 - Other Events
                  Item 7 - Exhibits





                                       50
<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:  May 13, 1998              By:       /s/Dennis R. Neill
                                     --------------------------------
                                          (Signature)
                                           Dennis R. Neill
                                          President


Date:  May 13, 1998              By:      /s/Patrick M. Hall
                                    --------------------------------
                                         (Signature)
                                         Patrick M. Hall
                                         Principal Accounting Officer



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<PAGE>



                              INDEX TO EXHIBITS


NUMBER      DESCRIPTION
------      -----------

27.1        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-A's
            financial  statements  as of March 31, 1998 and for the three months
            ended March 31, 1998, filed herewith.

27.2        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-B's
            financial  statements as of  March 31, 1998 and for the three months
            ended March 31, 1998, filed herewith.

27.3        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-C's
            financial statements  as of March 31, 1998  and for the three months
            ended March 31, 1998, filed herewith.

27.4        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-D's
            financial  statements as of  March 31, 1998 and for the three months
            ended March 31, 1998, filed herewith.

27.5        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-E's
            financial  statements  as of March 31, 1998 and for the three months
            ended March 31, 1998, filed herewith.

27.6        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-F's
            financial  statements as  of March 31, 1998 and for the three months
            ended March 31, 1998, filed herewith.

27.7        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-G's
            financial  statements as  of March 31, 1998 and for the three months
            ended March 31, 1998, filed herewith.

27.8        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-H's
            financial  statements  as of March 31, 1998 and for the three months
            ended March 31, 1998, filed herewith.

            All other exhibits are omitted as inapplicable.





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