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, 2004

Commission File Number:

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

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

                                          II-A 73-1295505
                                          II-B 73-1303341
                                          II-C 73-1308986
                                          II-D 73-1329761
                                          II-E 73-1324751
                                          II-F 73-1330632
                                          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
                            ------                    ------
Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).
                        Yes                     No     X
                            ------                    ------




                                      -1-
<PAGE>




                        PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

                                     ASSETS
                                               March 31,       December 31,
                                                 2004              2003
                                              ------------     ------------
CURRENT ASSETS:
   Cash and cash equivalents                   $1,279,590       $1,428,609
   Accounts receivable:
      Oil and gas sales                           844,723          761,616
                                               ----------       ----------
        Total current assets                   $2,124,313       $2,190,225

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                2,194,917        2,232,731

DEFERRED CHARGE                                   650,100          650,100
                                               ----------       ----------
                                               $4,969,330       $5,073,056
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  186,724       $  264,588
   Accrued liability - other (Note 1)              26,672           26,672
   Gas imbalance payable                           91,463           91,463
   Asset retirement obligation -
      current                                      12,096            9,874
                                               ----------       ----------
        Total current liabilities              $  316,955       $  392,597

LONG-TERM LIABILITIES:
   Accrued liability                           $  207,595       $  207,595
   Asset retirement obligation
      (Note 1)                                    268,210          268,040
                                               ----------       ----------
        Total long-term liabilities            $  475,805       $  475,635

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  214,062)     ($  232,071)
   Limited Partners, issued and
      outstanding, 484,283 units                4,390,632        4,436,895
                                               ----------       ----------
        Total Partners' capital                $4,176,570       $4,204,824
                                               ----------       ----------
                                               $4,969,330       $5,073,056
                                               ==========       ==========

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



                                      -2-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                        COMBINED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,329,152        $1,475,057
   Interest income                                 1,173             1,445
                                              ----------        ----------
                                              $1,330,325        $1,476,502

COSTS AND EXPENSES:
   Lease operating                            $  276,344        $  275,970
   Production tax                                 79,601            97,535
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  47,582            58,504
   General and administrative
      (Note 2)                                   142,462           145,218
                                              ----------        ----------
                                              $  545,989        $  577,227
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $  784,336        $  899,275

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

NET INCOME                                    $  784,336        $  905,124
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   82,599        $   95,107
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  701,737        $  810,017
                                              ==========        ==========
NET INCOME per unit                           $     1.45        $     1.67
                                              ==========        ==========
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, 2004 AND 2003
                                   (Unaudited)


                                                   2004           2003
                                               ------------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $  784,336      $905,124
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Cumulative effect of change in
        accounting for asset retirement
        obligations (Note 1)                             -     (   5,849)
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  47,582        58,504
      Increase in accounts receivable -
        oil and gas sales                      (    83,107)    ( 350,048)
      Decrease in accounts payable             (    82,509)    (  63,676)
                                                ----------      --------
Net cash provided by operating
   activities                                   $  666,302      $544,055
                                                ----------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($    3,208)    ($ 27,898)
   Proceeds from sale of oil and
      gas properties                                   477         3,399
                                                ----------      --------
Net cash used by investing activities          ($    2,731)    ($ 24,499)
                                                ----------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($  812,590)    ($401,570)
                                                ----------      --------
Net cash used by financing activities          ($  812,590)    ($401,570)
                                                ----------      --------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($  149,019)     $117,986

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           1,428,609       794,035
                                                ----------      --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $1,279,590      $912,021
                                                ==========      ========







         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,
                                                 2004              2003
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  895,894        $  933,790
   Accounts receivable:
      Oil and gas sales                          606,519           546,637
                                              ----------        ----------
        Total current assets                  $1,502,413        $1,480,427

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,651,771         1,683,184

DEFERRED CHARGE                                  238,135           238,135
                                              ----------        ----------
                                              $3,392,319        $3,401,746
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  131,497        $  154,705
   Gas imbalance payable                          47,276            47,276
   Asset retirement obligation -
      current                                     13,086            13,046
                                              ----------        ----------
        Total current liabilities             $  191,859        $  215,027

LONG-TERM LIABILITIES:
   Accrued liability                          $   48,773        $   48,773
   Asset retirement obligation
      (Note 1)                                   190,787           189,095
                                              ----------        ----------
        Total long-term liabilities           $  239,560        $  237,868

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  245,706)      ($  254,807)
   Limited Partners, issued and
      outstanding, 361,719 units               3,206,606         3,203,658
                                              ----------        ----------
        Total Partners' capital               $2,960,900        $2,948,851
                                              ----------        ----------
                                              $3,392,319        $3,401,746
                                              ==========        ==========



         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, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $967,481          $1,023,483
   Interest income                                 805                 926
                                              --------          ----------
                                              $968,286          $1,024,409

COSTS AND EXPENSES:
   Lease operating                            $197,551          $  168,761
   Production tax                               67,349              75,065
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                33,431              39,712
   General and administrative
      (Note 2)                                 107,870             111,177
                                              --------          ----------
                                              $406,201          $  394,715
                                              --------          ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $562,085          $  629,694

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

NET INCOME                                    $562,085          $  634,041
                                              ========          ==========
GENERAL PARTNER - NET INCOME                  $ 59,137          $   66,494
                                              ========          ==========
LIMITED PARTNERS - NET INCOME                 $502,948          $  567,547
                                              ========          ==========
NET INCOME per unit                           $   1.39          $     1.57
                                              ========          ==========
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, 2004 AND 2003
                                   (Unaudited)

                                                   2004             2003
                                                ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $562,085         $634,041
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Cumulative effect of change in
        accounting for asset retirement
        obligations (Note 1)                            -        (   4,347)
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 33,431           39,712
      Increase in accounts receivable -
        oil and gas sales                       (  59,882)       ( 210,089)
      Decrease in accounts payable              (  24,257)       (  36,787)
                                                 --------         --------
Net cash provided by operating
   activities                                    $511,377         $422,530
                                                 --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of oil and gas
      properties                                 $    763         $  3,190
                                                 --------         --------
Net cash provided by investing
   activities                                    $    763         $  3,190
                                                 --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($550,036)       ($256,887)
                                                 --------         --------
Net cash used by financing activities           ($550,036)       ($256,887)
                                                 --------         --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             ($ 37,896)        $168,833

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            933,790          478,067
                                                 --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $895,894         $646,900
                                                 ========         ========





         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,
                                                  2004             2003
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  433,817       $  467,560
   Accounts receivable:
      Oil and gas sales                           296,224          267,786
                                               ----------       ----------
        Total current assets                   $  730,041       $  735,346

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  768,041          786,821

DEFERRED CHARGE                                   123,244          123,244
                                               ----------       ----------
                                               $1,621,326       $1,645,411
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   61,794       $   69,889
   Gas imbalance payable                           25,952           25,952
   Asset retirement obligation -
      current                                       8,775            8,575
                                               ----------       ----------
        Total current liabilities              $   96,521       $  104,416

LONG-TERM LIABILITIES:
   Accrued Liability                           $   35,434       $   35,434
   Asset retirement obligation
      (Note 1)                                     63,112           62,598
                                               ----------       ----------
        Total long-term liabilities            $   98,546       $   98,032

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  102,781)     ($  106,418)
   Limited Partners, issued and
      outstanding, 154,621 units                1,529,040        1,549,381
                                               ----------       ----------
        Total Partners' capital                $1,426,259       $1,442,963
                                               ----------       ----------
                                               $1,621,326       $1,645,411
                                               ==========       ==========



         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, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $481,020          $523,234
   Interest income                                 391               477
                                              --------          --------
                                              $481,411          $523,711

COSTS AND EXPENSES:
   Lease operating                            $ 93,926          $ 76,543
   Production tax                               35,997            40,340
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                19,423            23,927
   General and administrative
      (Note 2)                                  49,434            53,667
                                              --------          --------
                                              $198,780          $194,477
                                              --------          --------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $282,631          $329,234

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

NET INCOME                                    $282,631          $329,308
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 29,972          $ 35,030
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $252,659          $294,278
                                              ========          ========
NET INCOME per unit                           $   1.63          $   1.90
                                              ========          ========
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, 2004 AND 2003
                                   (Unaudited)


                                                   2004           2003
                                                ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $282,631       $329,308
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Cumulative effect of change in
        accounting for asset retirement
        obligations (Note 1)                            -      (      74)
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 19,423         23,927
      Increase in accounts receivable -
        oil and gas sales                       (  28,438)     ( 114,331)
      Decrease in accounts payable              (   8,351)     (   7,164)
                                                 --------       --------
Net cash provided by operating
   activities                                    $265,265       $231,666
                                                 --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                          $      -      ($    107)
   Proceeds from sale of oil and
      gas properties                                  327          1,347
                                                 --------       --------
Net cash provided by investing
   activities                                    $    327       $  1,240
                                                 --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($299,335)     ($143,108)
                                                 --------       --------
Net cash used by financing
   activities                                   ($299,335)     ($143,108)
                                                 --------       --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             ($ 33,743)      $ 89,798

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            467,560        250,767
                                                 --------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $433,817       $340,565
                                                 ========       ========


         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,
                                                  2004             2003
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  882,879       $  908,655
   Accounts receivable:
      Oil and gas sales                           651,367          559,179
                                               ----------       ----------
        Total current assets                   $1,534,246       $1,467,834

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,470,807        1,539,915

DEFERRED CHARGE                                   352,392          352,392
                                               ----------       ----------
                                               $3,357,445       $3,360,141
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  132,140       $  167,028
   Gas imbalance payable                           43,698           43,698
   Asset retirement obligation -
      Current                                      20,351           17,137
                                               ----------       ----------
        Total current liabilities              $  196,189       $  227,863

LONG-TERM LIABILITIES:
   Accrued liability                           $   98,630       $   98,630
   Asset retirement obligation
      (Note 1)                                    167,528          168,853
                                               ----------       ----------
        Total long-term liabilities            $  266,158       $  267,483

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  182,548)     ($  190,287)
   Limited Partners, issued and
      outstanding, 314,878 units                3,077,646        3,055,082
                                               ----------       ----------
        Total Partners' capital                $2,895,098       $2,864,795
                                               ----------       ----------
                                               $3,357,445       $3,360,141
                                               ==========       ==========



         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, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,070,883        $1,042,708
   Interest income                                   817               852
                                              ----------        ----------
                                              $1,071,700        $1,043,560

COSTS AND EXPENSES:
   Lease operating                            $  195,585        $  161,695
   Production tax                                 70,753            70,261
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  68,841            81,382
   General and administrative
      (Note 2)                                    94,657            98,173
                                              ----------        ----------
                                              $  429,836        $  411,511
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $  641,864        $  632,049

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

NET INCOME                                    $  641,864        $  629,705
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   70,300        $   70,421
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  571,564        $  559,284
                                              ==========        ==========
NET INCOME per unit                           $     1.82        $     1.78
                                              ==========        ==========
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, 2004 AND 2003
                                   (Unaudited)


                                                   2004           2003
                                                ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $641,864       $629,705
   Adjustments to reconcile net
     income to net cash provided
     by operating activities:
     Cumulative effect of change in
       accounting for asset retirement
       obligations (Note 1)                             -          2,344
     Depreciation, depletion, and
       amortization of oil and gas
       properties                                  68,841         81,382
     Increase in accounts receivable -
      oil and gas sales                         (  92,188)     ( 233,514)
     Increase in accounts payable               (  32,745)     (  51,414)
                                                 --------       --------
Net cash provided by operating
   activities                                    $585,772       $428,503
                                                 --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                          $      -      ($  3,862)
   Proceeds from sale of oil and gas
     properties                                        13              -
                                                 --------       --------
Net cash provided (used) by investing
   activities                                    $     13      ($  3,862)
                                                 --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($611,561)     ($376,415)
                                                 --------       --------
Net cash used by financing activities           ($611,561)     ($376,415)
                                                 --------       --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             ($ 25,776)      $ 48,226

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            908,655        561,177
                                                 --------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $882,879       $609,403
                                                 ========       ========



         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,
                                                 2004              2003
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  631,131        $  638,668
   Accounts receivable:
      Oil and gas sales                          417,667           363,426
                                              ----------        ----------
        Total current assets                  $1,048,798        $1,002,094

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,269,844         1,412,445

DEFERRED CHARGE                                  207,890           207,890
                                              ----------        ----------
                                              $2,526,532        $2,622,429
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   67,708        $   82,154
   Gas imbalance payable                          43,424            43,424
   Asset retirement obligation -
      current                                      3,391             2,397
                                              ----------        ----------
        Total current liabilities             $  114,523        $  127,975

LONG-TERM LIABILITIES:
   Accrued liability                          $    8,153        $    8,153
   Asset retirement obligation
      (Note 1)                                    95,944            95,923
                                              ----------        ----------
        Total long-term liabilities           $  104,097        $  104,076

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  121,175)      ($  129,173)
   Limited Partners, issued and
      outstanding, 228,821 units               2,429,087         2,519,551
                                              ----------        ----------
        Total Partners' capital               $2,307,912        $2,390,378
                                              ----------        ----------
                                              $2,526,532        $2,622,429
                                              ==========        ==========



         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, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $701,330          $752,681
   Interest income                                 555               712
                                              --------          --------
                                              $701,885          $753,393

COSTS AND EXPENSES:
   Lease operating                            $109,761          $140,041
   Production tax                               50,156            48,202
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               147,592            35,461
   General and administrative
      (Note 2)                                  71,305            74,273
                                              --------          --------
                                              $378,814          $297,977
                                              --------          --------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $323,071          $455,416

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

NET INCOME                                    $323,071          $458,506
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 45,535          $ 48,693
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $277,536          $409,813
                                              ========          ========
NET INCOME per unit                           $   1.21          $   1.79
                                              ========          ========
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, 2004 AND 2003
                                   (Unaudited)


                                                 2004             2003
                                              ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $323,071         $458,506
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Cumulative effect of change in
        accounting for asset retirement
        obligations (Note 1)                          -        (   3,090)
      Depreciation, depletion, and
        amortization of oil and gas
        properties                              147,592           35,461
      Increase in accounts receivable -
        oil and gas sales                     (  54,241)       ( 157,218)
      Decrease in accounts payable            (  14,494)       (   8,837)
                                               --------         --------
Net cash provided by operating
   activities                                  $401,928         $324,822
                                               --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($  3,928)       ($  3,590)
   Proceeds from the sale of oil and
      gas properties                                  -              102
                                               --------         --------
Net cash used by investing activities         ($  3,928)       ($  3,488)
                                               --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($405,537)       ($263,799)
                                               --------         --------
Net cash used by financing activities         ($405,537)       ($263,799)
                                               --------         --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           ($  7,537)        $ 57,535

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          638,668          388,042
                                               --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $631,131         $445,577
                                               ========         ========




         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,
                                                  2004             2003
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  656,336       $  604,369
   Accounts receivable:
      Oil and gas sales                           415,343          354,719
                                               ----------       ----------
        Total current assets                   $1,071,679       $  959,088

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,288,106        1,318,881

DEFERRED CHARGE                                    32,899           32,899
                                               ----------       ----------
                                               $2,392,684       $2,310,868
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   53,920       $   66,133
   Gas imbalance payable                            3,555            3,555
   Asset retirement obligation -
      current                                       4,823            4,566
                                               ----------       ----------
        Total current liabilities              $   62,298       $   74,254

LONG-TERM LIABILITIES:
   Accrued liability                           $   16,945       $   16,945
   Asset retirement obligation
      (Note 1)                                     94,406           93,600
                                               ----------       ----------
        Total long-term liabilities            $  111,351       $  110,545

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   79,190)     ($   91,417)
   Limited Partners, issued and
      outstanding, 171,400 Units                2,298,225        2,217,486
                                               ----------       ----------
        Total Partners' capital                $2,219,035       $2,126,069
                                               ----------       ----------
                                               $2,392,684       $2,310,868
                                               ==========       ==========



         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, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                            $782,910          $740,717
   Interest income                                   552               769
   Gain on sale of oil and gas
      properties                                   1,137                 -
                                                --------          --------
                                                $784,599          $741,486

COSTS AND EXPENSES:
   Lease operating                              $ 87,218          $123,347
   Production tax                                 51,035            46,614
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  32,482            42,288
   General and administrative
      (Note 2)                                    54,300            58,551
                                                --------          --------
                                                $225,035          $270,800
                                                --------          --------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                         $559,564          $470,686

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

NET INCOME                                      $559,564          $475,624
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 58,825          $ 50,847
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $500,739          $424,777
                                                ========          ========
NET INCOME per Unit                             $   2.92          $   2.48
                                                ========          ========
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, 2004 AND 2003
                                   (Unaudited)

                                                   2004           2003
                                                -----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $559,564       $475,624
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Cumulative effect of change in
        accounting for asset retirement
        obligations (Note 1)                            -      (   4,938)
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 32,482         42,288
      Gain on sale of oil and gas
        Properties                              (   1,137)             -
      Increase in accounts receivable -
        oil and gas sales                       (  60,624)     ( 151,666)
      Decrease in accounts payable              (  12,682)     (   3,961)
                                                 --------       --------
Net cash provided by operating
   activities                                    $517,603       $357,347
                                                 --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                          $      -      ($ 13,697)
   Proceeds from sale of oil and
      gas properties                                  962          1,007
                                                 --------       --------
Net cash provided (used) by
   investing activities                          $    962      ($ 12,690)
                                                 --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($466,598)     ($352,575)
                                                 --------       --------
Net cash used by financing
   activities                                   ($466,598)     ($352,575)
                                                 --------       --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                              $ 51,967      ($  7,918)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            604,369        453,233
                                                 --------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $656,336       $445,315
                                                 ========       ========

         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,
                                                  2004             2003
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $1,403,466       $1,284,869
   Accounts receivable:
      Oil and gas sales                           880,361          752,979
                                               ----------       ----------
        Total current assets                   $2,283,827       $2,037,848

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                2,774,598        2,841,346

DEFERRED CHARGE                                    71,238           71,238
                                               ----------       ----------
                                               $5,129,663       $4,950,432
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  114,538       $  139,590
   Gas imbalance payable                           10,091           10,091
   Asset retirement obligation -
      current                                      10,619           10,082
                                               ----------       ----------
        Total current liabilities              $  135,248       $  159,763

LONG-TERM LIABILITIES:
   Accrued liability                           $   31,668       $   31,668
   Asset retirement obligation
      (Note 1)                                    201,389          199,686
                                               ----------       ----------
        Total long-term liabilities            $  233,057       $  231,354

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   61,567)     ($   87,509)
   Limited Partners, issued and
      outstanding, 372,189 Units                4,822,925        4,646,824
                                               ----------       ----------
        Total Partners' capital                $4,761,358       $4,559,315
                                               ----------       ----------
                                               $5,129,663       $4,950,432
                                               ==========       ==========



         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, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,662,197        $1,568,853
   Interest income                                 1,181             1,649
   Gain on sale of oil and gas
      properties                                   2,449                 -
                                              ----------        ----------
                                              $1,665,827        $1,570,502

COSTS AND EXPENSES:
   Lease operating                            $  186,492        $  262,449
   Production tax                                108,805            99,041
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  70,333            90,117
   General and administrative
      (Note 2)                                   110,961           114,313
                                              ----------        ----------
                                              $  476,591        $  565,920
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $1,189,236        $1,004,582

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

NET INCOME                                    $1,189,236        $1,014,829
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  125,135        $  108,506
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,064,101        $  906,323
                                              ==========        ==========
NET INCOME per Unit                           $     2.86        $     2.44
                                              ==========        ==========
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, 2004 AND 2003
                                   (Unaudited)

                                                   2004            2003
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $1,189,236      $1,014,829
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Cumulative effect of changes in
        accounting for asset retirement
        obligations (Note 1)                             -     (    10,247)
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  70,333          90,117
      Gain on sale of oil and gas
        properties                             (     2,449)              -
      Increase in accounts receivable -
        oil and gas sales                      (   127,382)    (   322,036)
      Decrease in accounts payable             (    26,032)    (    18,469)
                                                ----------      ----------
Net cash provided by operating
   activities                                   $1,103,706      $  754,194
                                                ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         $        -     ($   28,646)
   Proceeds from sale of oil and
      gas properties                                 2,084           2,291
                                                ----------      ----------
Net cash provided (used) by investing
   activities                                   $    2,084     ($   26,355)
                                                ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($  987,193)    ($  743,806)
                                                ----------      ----------
Net cash used by financing activities          ($  987,193)    ($  743,806)
                                                ----------      ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $  118,597     ($   15,967)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           1,284,869         959,481
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $1,403,466      $  943,514
                                                ==========      ==========


         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,
                                                  2004             2003
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  331,526       $  305,096
   Accounts receivable:
      Oil and gas sales                           209,359          179,434
                                               ----------       ----------
        Total current assets                   $  540,885       $  484,530

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  657,054          673,170

DEFERRED CHARGE                                    18,580           18,580
                                               ----------       ----------
                                               $1,216,519       $1,176,280
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   28,423       $   34,033
   Asset retirement obligation -
      current                                       2,651            2,522
                                               ----------       ----------
        Total current liabilities              $   31,074       $   36,555

LONG-TERM LIABILITIES:
   Accrued liability                           $   10,035       $   10,035
   Asset retirement obligation
      (Note 1)                                     49,278           48,857
                                               ----------       ----------
        Total long-term liabilities            $   59,313       $   58,892

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   44,841)     ($   51,046)
   Limited Partners, issued and
      outstanding, 91,711 Units                 1,170,973        1,131,879
                                               ----------       ----------
        Total Partners' capital                $1,126,132       $1,080,833
                                               ----------       ----------
                                               $1,216,519       $1,176,280
                                               ==========       ==========




         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, 2004 AND 2003
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                            $396,233          $371,008
   Interest income                                   312               367
   Gain on sale of oil and gas
      properties                                     612                 -
                                                --------          --------
                                                $397,157          $371,375

COSTS AND EXPENSES:
   Lease operating                              $ 44,919          $ 62,649
   Production tax                                 26,131            23,542
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  16,977            21,051
   General and administrative
      (Note 2)                                    31,807            36,416
                                                --------          --------
                                                $119,834          $143,658
                                                --------          --------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                         $277,323          $227,717

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

NET INCOME                                      $277,323          $230,253
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 29,229          $ 24,655
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $248,094          $205,598
                                                ========          ========
NET INCOME per Unit                             $   2.71          $   2.24
                                                ========          ========
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, 2004 AND 2003
                                   (Unaudited)

                                                    2004             2003
                                                 ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                     $277,323         $230,253
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Cumulative effect of change in
        accounting for asset retirement
        obligations (Note 1)                              -       (   2,536)
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  16,977           21,051
      Gain on sale of oil and gas
        Properties                               (     612)               -
      Increase in accounts receivable -
        oil and gas sales                        (  29,925)       (  76,219)
      Increase (decrease) in accounts
        payable                                  (   5,837)           1,247
                                                  --------         --------
Net cash provided by operating
   activities                                     $257,926         $173,796
                                                  --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                           $      -        ($  6,627)
   Proceeds from sale of oil and
      Gas properties                                   528              609
                                                  --------         --------

Net cash provided (used) by investing
   activities                                     $    528        ($  6,018)
                                                  --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                            ($232,024)       ($173,273)
                                                  --------         --------
Net cash used by financing activities            ($232,024)       ($173,273)
                                                  --------         --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                               $ 26,430        ($  5,495)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             305,096          224,669
                                                  --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                  $331,526         $219,174
                                                  ========         ========

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


                                      -25-
<PAGE>




            GEODYNE ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
             CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (Unaudited)


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

      The combined balance sheets as of March 31, 2004,  combined  statements of
      operations  for the  three  months  ended  March 31,  2004 and  2003,  and
      combined  statements  of cash flows for the three  months  ended March 31,
      2004 and 2003 have been prepared by Geodyne  Resources,  Inc., the General
      Partner  of  the  limited   partnerships,   without  audit.  Each  limited
      partnership  is a  general  partner  in  the  related  Geodyne  Production
      Partnership  in which  Geodyne  Resources,  Inc.  serves  as the  managing
      partner.  Unless the context  indicates  otherwise,  all  references  to a
      "Partnership"  or  the   "Partnerships"  are  references  to  the  limited
      partnership and its related production partnership,  collectively, and all
      references to the "General  Partner" are references to the general partner
      of the limited  partnerships  and the managing  partner of the  production
      partnerships,  collectively.  In the opinion of  management  the financial
      statements referred to above include all necessary adjustments, consisting
      of normal recurring adjustments,  to present fairly the combined financial
      position at March 31, 2004,  the combined  results of  operations  for the
      three  months ended March 31, 2004 and 2003,  and the combined  cash flows
      for the three months ended March 31, 2004 and 2003.

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

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



                                      -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.

      Depletion of the costs of producing oil and gas  properties,  amortization
      of related intangible  drilling and development costs, and depreciation of
      tangible lease and well  equipment are computed on the  unit-of-production
      method.  The  Partnerships'  depletion,   depreciation,  and  amortization
      includes  estimated  dismantlement  and  abandonment  costs and  estimated
      salvage value of the equipment.

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


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

      The Accrued  Liability - Other at March 31, 2004 and December 31, 2003 for
      the II-A  Partnership  represents  a charge  accrued  for the payment of a
      judgment  related to plugging  liabilities,  which  judgment is  currently
      under appeal.



                                      -27-
<PAGE>




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

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
      Retirement  Obligations",  which is effective  for fiscal years  beginning
      after June 15, 2002 (January 1, 2003 for the Partnerships).  On January 1,
      2003,  the  Partnerships  adopted FAS No. 143 and  recorded an increase in
      capitalized cost of oil and gas properties,  an increase (decrease) in net
      income for the  cumulative  effect of the change in accounting  principle,
      and an asset retirement  obligation in the following  approximate  amounts
      for each Partnership:

                                           Increase
                                          (Decrease)
                            Increase          in
                               in          Net Income
                          Capitalized       for the
                          Cost of Oil      Change in         Asset
                            and Gas        Accounting      Retirement
        Partnerships      Properties       Principle       Obligation
        ------------      -----------      ----------      ----------
            II-A            $292,000        $ 6,000         $286,000
            II-B             212,000          4,000          208,000
            II-C              68,000            100           68,000
            II-D             181,000       (  2,000)         183,000
            II-E              98,000          3,000           95,000
            II-F             101,000          5,000           96,000
            II-G             218,000         10,000          208,000
            II-H              54,000          3,000           51,000

      The asset  retirement  obligation will be adjusted upwards each quarter in
      order to recognize accretion of the time-related  discount factor. For the
      three months ended March 31, 2004, the II-A, II-B, II-C, II-D, II-E, II-F,
      II-G,  and II-H  Partnerships  recognized  approximately  $3,000,  $2,000,
      $1,000,  $2,000, $2,000,  $1,000, $2,000, and $1,000,  respectively, of an
      increase in depreciation,  depletion,  and amortization expense, which was
      comprised of accretion of the asset retirement obligation and depletion of
      the increase in capitalized cost of oil and gas properties.

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




                                      -28-
<PAGE>



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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               3/31/2004         3/31/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $277,914          $286,238
      Accretion Expense                            2,392             2,802
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $280,306          $289,040
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 12,096          $      -
      Asset Retirement Obligation -
         Long-Term                               268,210           289,040


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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               3/31/2004         3/31/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $202,141          $208,259
      Accretion Expense                            1,732             2,056
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $203,873          $210,315
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 13,086          $      -
      Asset Retirement Obligation -
         Long-Term                               190,787           210,315





                                      -29-
<PAGE>



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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               3/31/2004         3/31/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                   $71,173           $68,318
      Accretion Expense                              714               759
                                                 -------           -------
      Total Asset Retirement,
         Obligation, End of Quarter              $71,887           $69,077
                                                 =======           =======
      Asset Retirement Obligation -
         Current                                 $ 8,775           $     -
      Asset Retirement Obligation -
         Long-Term                                63,112            69,077


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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               3/31/2004         3/31/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $185,990          $182,622
      Accretion Expense                            1,889             2,010
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $187,879          $184,632
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 20,351          $      -
      Asset Retirement Obligation -
         Long-Term                               167,528           184,632



                                      -30-
<PAGE>



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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               3/31/2004         3/31/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                   $98,320           $95,050
      Accretion Expense                            1,015             1,036
                                                 -------           -------
      Total Asset Retirement,
         Obligation, End of Quarter              $99,335           $96,086
                                                 =======           =======
      Asset Retirement Obligation -
         Current                                 $ 3,391           $     -
      Asset Retirement Obligation -
         Long-Term                                95,944            96,086


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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               3/31/2004         3/31/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                   $98,166           $96,226
      Accretion Expense                            1,063             1,093
                                                 -------           -------
      Total Asset Retirement,
         Obligation, End of Quarter              $99,229           $97,319
                                                 =======           =======
      Asset Retirement Obligation -
         Current                                 $ 4,823           $     -
      Asset Retirement Obligation -
         Long-Term                                94,406            97,319



                                      -31-
<PAGE>




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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               3/31/2004         3/31/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $209,768          $207,505
      Accretion Expense                            2,240             2,337
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $212,008          $209,842
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 10,619          $      -
      Asset Retirement Obligation -
         Long-Term                               201,389           209,842


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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               3/31/2004        3/31/2003
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $ 51,379          $ 50,790
      Accretion Expense                              550               580
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $ 51,929          $ 51,370
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  2,651          $      -
      Asset Retirement Obligation -
         Long-Term                                49,278            51,370


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,  2004,  the  following  payments  were made to the General
      Partner or its affiliates by the Partnerships:




                                      -32-
<PAGE>



                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        ------------------        --------------
               II-A                  $15,019                $127,443
               II-B                   12,680                  95,190
               II-C                    8,745                  40,689
               II-D                   11,794                  82,863
               II-E                   11,089                  60,216
               II-F                    9,195                  45,105
               II-G                   13,017                  97,944
               II-H                    7,672                  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.



<PAGE>


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

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

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

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

GENERAL
-------

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




                                      -33-
<PAGE>



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

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

                                                            Limited
                                   Date of              Partner Capital
              Partnership        Activation              Contributions
              -----------     ------------------        ---------------

                 II-A         July 22, 1987               $48,428,300
                 II-B         October 14, 1987             36,171,900
                 II-C         January 14, 1988             15,462,100
                 II-D         May 10, 1988                 31,487,800
                 II-E         September 27, 1988           22,882,100
                 II-F         January 5, 1989              17,140,000
                 II-G         April 10, 1989               37,218,900
                 II-H         May 17, 1989                  9,171,100

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

      Net proceeds from the  operations  less  necessary  operating  capital are
      distributed to the Limited Partners on a quarterly basis. Revenues and net
      proceeds of a Partnership  are largely  dependent  upon the volumes of oil
      and gas sold and the  prices  received  for  such oil and gas.  While  the
      General  Partner cannot predict  future  pricing  trends,  it believes the
      working  capital  available  as of  March  31,  2004  and the net  revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

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

      The Partnerships  would have terminated on December 31, 2001 in accordance
      with  the  partnership  agreements  for the  Partnerships.  However,  such
      partnership  agreements  provide  that the General  Partner may extend the
      term of each  Partnership  for up to five  periods of two years each.  The
      General  Partner  has  extended  the terms of the  Partnerships  for their
      second two-year  extension  thereby  extending their  termination  date to
      December 31, 2005. As of the date of this  Quarterly  Report,  the General
      Partner has not yet  determined  whether to further extend the term of any
      Partnership.



                                      -34-
<PAGE>




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

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

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

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

      The Deferred  Charge on the Balance Sheets  represents  costs deferred for
      lease operating  expenses  incurred in connection  with the  Partnerships'
      underproduced gas imbalance positions.  Conversely,  the Accrued Liability
      represents  charges  accrued  for lease  operating  expenses  incurred  in
      connection with the  Partnerships'  overproduced gas imbalance  positions.
      The rate used in calculating the Deferred Charge



                                      -35-
<PAGE>



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

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


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

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

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
      Retirement  Obligations",  which is effective  for fiscal years  beginning
      after June 15, 2002 (January 1, 2003 for the Partnerships).  On January 1,
      2003,  the  Partnerships  adopted FAS No. 143 and  recorded an increase in
      capitalized cost of oil and gas properties,  an increase (decrease) in net
      income for the  cumulative  effect of the change in accounting  principle,
      and an asset retirement  obligation in the following  approximate  amounts
      for each Partnership:




                                      -36-
<PAGE>



                                           Increase
                                          (Decrease)
                           Increase           in
                              in           Net Income
                          Capitalized      for the
                          Cost of Oil      Change in         Asset
                            and Gas        Accounting      Retirement
        Partnerships      Properties       Principle       Obligation
        ------------      -----------      ----------      ----------
            II-A            $292,000        $ 6,000         $286,000
            II-B             212,000          4,000          208,000
            II-C              68,000            100           68,000
            II-D             181,000       (  2,000)         183,000
            II-E              98,000          3,000           95,000
            II-F             101,000          5,000           96,000
            II-G             218,000         10,000          208,000
            II-H              54,000          3,000           51,000

      The asset  retirement  obligation will be adjusted upwards each quarter in
      order to recognize accretion of the time-related  discount factor. For the
      three months ended March 31, 2004, the II-A, II-B, II-C, II-D, II-E, II-F,
      II-G,  and II-H  Partnerships  recognized  approximately  $3,000,  $2,000,
      $1,000, $2,000, $2,000,  $1,000, $2,000, and $1,000,  respectively,  of an
      increase in depreciation,  depletion,  and amortization expense, which was
      comprised of accretion of the asset retirement obligation and depletion of
      the increase in capitalized cost of oil and gas properties.


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

      The process of  estimating  oil and gas  reserves  is  complex,  requiring
      significant   subjective   decisions  in  the   evaluation   of  available
      geological,  engineering,  and economic data for each reservoir.  The data
      for a given reservoir may change  substantially  over time as a result of,
      among other things,  additional development activity,  production history,
      and  viability  of   production   under   varying   economic   conditions;
      consequently,  it  is  reasonably  possible  that  material  revisions  to
      existing  reserve  estimates  may  occur  in the  future.  Although  every
      reasonable  effort has been made to ensure  that these  reserve  estimates
      represent the most accurate assessment  possible,  the significance of the
      subjective  decisions required and variances in available data for various
      reservoirs  make  these  estimates   generally  less  precise  than  other
      estimates presented in connection with financial statement disclosures.

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



                                      -37-
<PAGE>



      to those  estimated  quantities  of crude oil,  gas, and gas liquids which
      geological and engineering data  demonstrate with reasonable  certainty to
      be  recoverable  in future years from known oil and gas  reservoirs  under
      existing  economic and operating  conditions.  The  following  information
      includes certain gas balancing  adjustments  which cause the gas volume to
      differ from the reserve reports prepared by the General Partner.

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

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

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

      Proved reserves, March 31, 2004            589,471        6,458,425
                                                 =======        =========



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

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

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

      Proved reserves, March 31, 2004            455,030        4,905,838
                                                 =======        =========




                                      -38-
<PAGE>



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

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

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

      Proved reserves, March 31, 2004            165,961        3,401,841
                                                 =======        =========


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

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

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

      Proved reserves, March 31, 2004            205,011        8,552,806
                                                 =======        =========


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

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

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

      Proved reserves, March 31, 2004            182,060        4,778,055
                                                 =======        =========




                                      -39-
<PAGE>



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

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

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

      Proved reserves, March 31, 2004            282,371        3,675,023
                                                 =======        =========

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

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

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

      Proved reserves, March 31, 2004            592,940        7,903,657
                                                 =======        =========


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

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

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

      Proved reserves, March 31, 2004            138,240        1,924,566
                                                 =======        =========




                                      -40-
<PAGE>
<


      The  net  present   value  of  the   Partnerships'   reserves  may  change
      dramatically  as oil and gas prices  change or as  volumes  change for the
      reasons  described above.  Net present value  represents  estimated future
      gross cash flow from the  production and sale of proved  reserves,  net of
      estimated oil and gas production  costs  (including  production  taxes, ad
      valorem taxes, and operating  expenses) and estimated  future  development
      costs, discounted at 10% per annum.

      The  following  table  indicates  the  estimated  net present value of the
      Partnerships'  proved reserves as of March 31, 2004 and December 31, 2003.
      Net present value  attributable to the  Partnerships'  proved reserves was
      calculated  on the basis of  current  costs  and  prices as of the date of
      estimation. Such prices were not escalated except in certain circumstances
      where  escalations were fixed and readily  determinable in accordance with
      applicable contract provisions. The table also indicates the gas prices in
      effect on the dates  corresponding to the reserve  valuations.  Changes in
      the oil and gas  prices  cause the  estimates  of  remaining  economically
      recoverable  reserves,  as well as the values  placed on said  reserves to
      fluctuate.   The  prices  used  in  calculating   the  net  present  value
      attributable  to the  Partnerships'  proved  reserves  do not  necessarily
      reflect market prices for oil and gas  production  subsequent to March 31,
      2004.  There can be no assurance that the prices used in  calculating  the
      net present value of the  Partnerships'  proved reserves at March 31, 2004
      will actually be realized for such production.

                                    Net Present Value of Reserves
                               ----------------------------------------
      Partnership                      3/31/04           12/31/03
      -----------                   -----------         -----------
         II-A                       $20,313,454         $20,047,342
         II-B                        14,949,817          15,115,632
         II-C                         9,577,982           9,758,125
         II-D                        21,350,681          21,844,999
         II-E                        12,187,913          12,587,969
         II-F                        11,523,515          11,765,661
         II-G                        25,027,012          25,544,825
         II-H                         5,898,194           6,022,844

                                           Oil and Gas Prices
                               -----------------------------------------
        Pricing                        3/31/04           12/31/03
      -----------                    ----------         -----------
      Oil (Bbl)                      $    32.50         $     29.25
      Gas (Mcf)                            5.63                5.77




                                      -41-
<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 primary source of liquidity and Partnership cash  distributions  comes
      from the net revenues generated from the sale of oil and gas produced from
      the  Partnerships'  oil and gas  properties.  The level of net revenues is
      highly  dependent  upon the total volumes of oil and natural gas sold. Oil
      and gas  reserves  are  depleting  assets and will  experience  production
      declines over time, thereby likely resulting in reduced net revenues.  The
      level of net revenues is also highly  dependent  upon the prices  received
      for oil and gas sales,  which prices have  historically been very volatile
      and may continue to be so.

      Additionally,  lower oil and  natural  gas prices may reduce the amount of
      oil and gas that is  economic  to produce  and  reduce  the  Partnerships'
      revenues and cash flow.  Various factors beyond the Partnerships'  control
      will affect prices for oil and natural gas, such as:

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

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




                                      -42-
<PAGE>



      II-A PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2003.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                   2004             2003
                                                ----------       ----------
      Oil and gas sales                         $1,329,152       $1,475,057
      Oil and gas production expenses           $  355,945       $  373,505
      Barrels produced                              17,623           16,246
      Mcf produced                                 162,681          182,843
      Average price/Bbl                         $    31.20       $    30.01
      Average price/Mcf                         $     4.79       $     5.40

      As shown in the table above,  total oil and gas sales  decreased  $145,905
      (9.9%) for the three  months ended March 31, 2004 as compared to the three
      months ended March 31, 2003. Of this decrease,  approximately (i) $109,000
      was  related to a decrease  in  volumes of gas sold and (ii)  $99,000  was
      related to a decrease in the average  price of gas sold.  These  decreases
      were partially offset by increases of approximately (i) $41,000 related to
      an increase in volumes of oil sold and (ii) $21,000 related to an increase
      in the  average  price of oil sold.  Volumes of oil sold  increased  1,377
      barrels,  while  volumes  of gas sold  decreased  20,162 Mcf for the three
      months  ended March 31, 2004 as compared to the three  months  ended March
      31, 2003.  The decrease in volumes of gas sold was primarily due to normal
      declines in production.  Average oil prices increased to $31.20 per barrel
      for the three  months  ended March 31, 2004 from $30.01 per barrel for the
      three months ended March 31, 2003.  Average gas prices  decreased to $4.79
      per Mcf for the three  months  ended March 31, 2004 from $5.40 per Mcf for
      the three months ended March 31, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $17,560  (4.7%) for the three  months ended
      March 31, 2004 as compared to the three months ended March 31, 2003.  As a
      percentage of oil and gas sales, these expenses increased to 26.8% for the
      three  months  ended March 31, 2004 from 25.3% for the three  months ended
      March 31, 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $10,922  (18.7%) for the three  months  ended March 31, 2004 as
      compared to the three  months  ended March 31,  2003.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas  reserves  at March  31,  2004 as  compared  to March 31,  2003.  As a
      percentage  of oil and gas sales,  this expense  decreased to 3.6% for the
      three  months  ended March 31, 2004 from 4.0% for the three  months  ended
      March 31, 2003. This  percentage  decrease was primarily due to the dollar
      decrease  in  depreciation,  depletion,  and  amortization  of oil and gas
      properties.



                                      -43-
<PAGE>



      General and administrative  expenses decreased $2,756 (1.9%) for the three
      months  ended March 31, 2004 as compared to the three  months  ended March
      31, 2003. As a percentage of oil and gas sales,  these expenses  increased
      to 10.7% for the three months ended March 31, 2004 from 9.8% for the three
      months ended March 31, 2003.

      The Limited  Partners have received cash  distributions  through March 31,
      2004  totaling   $58,740,357  or  121.29%  of  Limited  Partners'  capital
      contributions.

      II-B PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2003.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                  2004              2003
                                                --------         ----------
      Oil and gas sales                         $967,481         $1,023,483
      Oil and gas production expenses           $264,900         $  243,826
      Barrels produced                            11,835             10,041
      Mcf produced                               124,571            137,522
      Average price/Bbl                         $  32.51         $    30.27
      Average price/Mcf                         $   4.68         $     5.23

      As shown in the table  above,  total oil and gas sales  decreased  $56,002
      (5.5%) for the three  months ended March 31, 2004 as compared to the three
      months ended March 31, 2003. Of this decrease,  approximately  (i) $69,000
      was  related  to a  decrease  in the  average  price  of gas sold and (ii)
      $68,000 was related to a decrease in volumes of gas sold.  These decreases
      were partially offset by increases of approximately (i) $54,000 related to
      an increase in volumes of oil sold and (ii) $27,000 related to an increase
      in the  average  price of oil sold.  Volumes of oil sold  increased  1,794
      barrels,  while  volumes  of gas sold  decreased  12,951 Mcf for the three
      months  ended March 31, 2004 as compared to the three  months  ended March
      31,  2003.  The  increase in volumes of oil sold was  primarily  due to an
      increase  in  production  on one  significant  well due to the  successful
      workover of that well during mid 2003.  Average  oil prices  increased  to
      $32.51 per barrel for the three  months  ended  March 31, 2004 from $30.27
      per barrel for the three months  ended March 31, 2003.  Average gas prices
      decreased  to $4.68 per Mcf for the three months ended March 31, 2004 from
      $5.23 per Mcf for the three months ended March 31, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $21,074  (8.6%) for the three  months ended
      March 31, 2004 as compared to the three months ended March 31, 2003.  This
      increase  was  primarily  due to (i)  workover  expenses  incurred  on one
      significant  well during the three months ended March 31, 2004 and (ii) an
      increase in salt water disposal  expenses on another  significant well for
      the three months ended March



                                      -44-
<PAGE>



      31, 2004 as  compared to the three  months  ended  March 31,  2003.  These
      increases  were  partially  offset  by  a  decrease  in  production  taxes
      associated  with the decrease in oil and gas sales. As a percentage of oil
      and gas sales,  these  expenses  increased  to 27.4% for the three  months
      ended March 31, 2004 from 23.8% for the three months ended March 31, 2003.
      This  percentage  increase was primarily due to (i) the dollar increase in
      oil and gas production expenses and (ii) the decrease in the average price
      of gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $6,281  (15.8%)  for the three  months  ended March 31, 2004 as
      compared to the three  months  ended March 31,  2003.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas  reserves  at March  31,  2004 as  compared  to March 31,  2003.  As a
      percentage  of oil and gas sales,  this expense  decreased to 3.5% for the
      three  months  ended March 31, 2004 from 3.9% for the three  months  ended
      March 31, 2003. This  percentage  decrease was primarily due to the dollar
      decrease in depreciation, depletion, and amortization.

      General and administrative  expenses decreased $3,307 (3.0%) for the three
      months  ended March 31, 2004 as compared to the three  months  ended March
      31, 2003. As a percentage of oil and gas sales,  these expenses  increased
      to 11.1% for the three  months  ended  March 31,  2004 from  10.9% for the
      three months ended March 31, 2003.

      The Limited  Partners have received cash  distributions  through March 31,
      2004  totaling   $42,228,916  or  116.75%  of  Limited  Partners'  capital
      contributions.

      II-C PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2003.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                    2004             2003
                                                  --------         --------
      Oil and gas sales                           $481,020         $523,234
      Oil and gas production expenses             $129,923         $116,883
      Barrels produced                               4,506            3,777
      Mcf produced                                  72,221           78,149
      Average price/Bbl                           $  32.30         $  29.47
      Average price/Mcf                           $   4.65         $   5.27

      As shown in the table  above,  total oil and gas sales  decreased  $42,214
      (8.1%) for the three  months ended March 31, 2004 as compared to the three
      months ended March 31, 2003. Of this decrease,  approximately  (i) $45,000
      was  related  to a  decrease  in the  average  price  of gas sold and (ii)
      $31,000 was related to a decrease in volumes of gas sold.  These decreases
      were partially offset by increases of approximately  (i) 21,000 related to
      an increase in volumes



                                      -45-
<PAGE>



      of oil sold and (ii) $13,000  related to an increase in the average  price
      of oil sold.  Volumes of oil sold increased 729 barrels,  while volumes of
      gas sold decreased  5,928 Mcf for the three months ended March 31, 2004 as
      compared to the three months ended March 31, 2003. The increase in volumes
      of  oil  sold  was  primarily  due to an  increase  in  production  on one
      significant  well due to the  successful  workover of that well during mid
      2003.  Average  oil  prices  increased  to $32.30 per barrel for the three
      months  ended March 31,  2004 from $29.47 per barrel for the three  months
      ended March 31,  2003.  Average gas prices  decreased to $4.65 per Mcf for
      the three  months  ended  March 31,  2004 from $5.27 per Mcf for the three
      months ended March 31, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $13,040  (11.2%) for the three months ended
      March 31, 2004 as compared to the three months ended March 31, 2003.  This
      increase  was  primarily  due to (i)  workover  expenses  incurred  on two
      significant wells during the three months ended March 31, 2004 and (ii) an
      increase in salt water disposal  expenses on one  significant  well during
      the three  months  ended March 31,  2004 as  compared to the three  months
      ended March 31, 2003.  These increases were partially offset by a decrease
      in production  taxes associated with the decrease in oil and gas sales. As
      a percentage of oil and gas sales,  these expenses  increased to 27.0% for
      the three  months  ended  March 31,  2004 from 22.3% for the three  months
      ended March 31, 2003.  This  percentage  increase was primarily due to (i)
      the  dollar  increase  in oil and gas  production  expenses  and  (ii) the
      decrease in the average price of gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $4,504  (18.8%)  for the three  months  ended March 31, 2004 as
      compared to the three  months  ended March 31,  2003.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas  reserves  at March  31,  2004 as  compared  to March 31,  2003.  As a
      percentage  of oil and gas sales,  this expense  decreased to 4.0% for the
      three  months  ended March 31, 2004 from 4.6% for the three  months  ended
      March 31, 2003. This  percentage  decrease was primarily due to the dollar
      decrease  in  depreciation,  depletion,  and  amortization  of oil and gas
      properties.

      General and administrative  expenses decreased $4,233 (7.9%) for the three
      months  ended March 31, 2004 as compared to the three  months  ended March
      31, 2003. As a percentage of oil and gas sales,  these  expenses  remained
      constant at 10.3% for the three months ended March 31, 2004 and 2003.

      The Limited  Partners have received cash  distributions  through March 31,
      2004  totaling   $19,789,686  or  127.99%  of  Limited  Partners'  capital
      contributions.




                                      -46-
<PAGE>



      II-D PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2003.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                   2004             2003
                                                ----------       ----------
      Oil and gas sales                         $1,070,883       $1,042,708
      Oil and gas production expenses           $  266,338       $  231,956
      Barrels produced                               7,389            6,730
      Mcf produced                                 173,189          164,162
      Average price/Bbl                         $    31.82       $    29.63
      Average price/Mcf                         $     4.83       $     5.14

      As shown in the table  above,  total oil and gas sales  increased  $28,175
      (2.7%) for the three  months ended March 31, 2004 as compared to the three
      months ended March 31, 2003. Of this increase,  approximately  (i) $20,000
      and $46,000, respectively, were related to increases in volumes of oil and
      gas sold and (ii) $16,000 was related to an increase in the average  price
      of oil sold.  These  increases  were  partially  offset by a  decrease  of
      approximately  $54,000  related to a decrease in the average  price of gas
      sold.  Volumes of oil and gas sold  increased  659  barrels and 9,027 Mcf,
      respectively, for the three months ended March 31, 2004 as compared to the
      three months ended March 31, 2003.  Average oil prices increased to $31.82
      per barrel  for the three  months  ended  March 31,  2004 from  $29.63 per
      barrel for the three  months  ended  March 31,  2003.  Average  gas prices
      decreased  to $4.83 per Mcf for the three months ended March 31, 2004 from
      $5.14 per Mcf for the three months ended March 31, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $34,382  (14.8%) for the three months ended
      March 31, 2004 as compared to the three months ended March 31, 2003.  This
      increase was  primarily due to (i) workover  expenses  incurred on several
      wells during the three months ended March 31, 2004 and (ii) an increase in
      lease operating  expenses  associated with the increases in volumes of oil
      and  gas  sold.  As a  percentage  of oil and gas  sales,  these  expenses
      increased  to 24.9% for the three  months  ended March 31, 2004 from 22.2%
      for the three months ended March 31, 2003. This increase was primarily due
      to the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $12,541  (15.4%) for the three  months  ended March 31, 2004 as
      compared to the three  months  ended March 31,  2003.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas  reserves  at March  31,  2004 as  compared  to March 31,  2003.  As a
      percentage  of oil and gas sales,  this expense  decreased to 6.4% for the
      three  months  ended March 31, 2004 from 7.8% for the three  months  ended
      March 31, 2003. This percentage



                                      -47-
<PAGE>



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

      General and administrative  expenses decreased $3,516 (3.6%) for the three
      months  ended March 31, 2004 as compared to the three  months  ended March
      31, 2003. As a percentage of oil and gas sales,  these expenses  decreased
      to 8.8% for the three  months ended March 31, 2004 from 9.4% for the three
      months ended March 31, 2003.

      The Limited  Partners have received cash  distributions  through March 31,
      2004  totaling   $41,462,903  or  131.68%  of  Limited  Partners'  capital
      contributions.

      II-E PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2003.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                  2004               2003
                                                --------           --------
      Oil and gas sales                         $701,330           $752,681
      Oil and gas production expenses           $159,917           $188,243
      Barrels produced                             5,116              5,319
      Mcf produced                               113,320            111,215
      Average price/Bbl                         $  31.86           $  31.01
      Average price/Mcf                         $   4.75           $   5.28

      As shown in the table  above,  total oil and gas sales  decreased  $51,351
      (6.8%) for the three  months ended March 31, 2004 as compared to the three
      months ended March 31, 2003. Of this decrease,  approximately  (i) $61,000
      was related to a decrease in the average price of gas sold and (ii) $6,000
      was related to a decrease  in volumes of oil sold.  These  decreases  were
      partially  offset by an increase of  approximately  $11,000  related to an
      increase  in  volumes  of gas  sold.  Volumes  of oil sold  decreased  203
      barrels,  while  volumes  of gas sold  increased  2,105  Mcf for the three
      months  ended March 31, 2004 as compared to the three  months  ended March
      31, 2003.  Average oil prices increased to $31.86 per barrel for the three
      months  ended March 31,  2004 from $31.01 per barrel for the three  months
      ended March 31,  2003.  Average gas prices  decreased to $4.75 per Mcf for
      the three  months  ended  March 31,  2004 from $5.28 per Mcf for the three
      months ended March 31, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $28,326  (15.0%) for the three months ended
      March 31, 2004 as compared to the three months ended March 31, 2003.  This
      decrease was  primarily  due to a positive  prior  period lease  operating
      expense  adjustment on one significant  well during the three months ended
      March 31,  2003.  As a  percentage  of oil and gas sales,  these  expenses
      decreased to 22.8% for the three



                                      -48-
<PAGE>



      months  ended March 31, 2004 from 25.0% for the three  months  ended March
      31, 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $112,131  (316.2%) for the three months ended March 31, 2004 as
      compared to the three  months  ended March 31,  2003.  This  increase  was
      primarily due to one  significant  well being fully  depleted in the three
      months  ended  March  31,  2004  due to  lack  of  remaining  economically
      recoverable  reserves.  As a percentage of oil and gas sales, this expense
      increased to 21.0% for the three months ended March 31, 2004 from 4.7% for
      the three  months  ended March 31,  2003.  This  percentage  increase  was
      primarily  due to the dollar  increase  in  depreciation,  depletion,  and
      amortization of oil and gas properties

      General and administrative  expenses decreased $2,968 (4.0%) for the three
      months  ended March 31, 2004 as compared to the three  months  ended March
      31, 2003. As a percentage of oil and gas sales,  these expenses  increased
      to 10.2% for the three months ended March 31, 2004 from 9.9% for the three
      months ended March 31, 2003.

      The Limited  Partners have received cash  distributions  through March 31,
      2004  totaling   $29,069,574  or  127.04%  of  Limited  Partners'  capital
      contributions.

      II-F PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2003.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                  2004               2003
                                                --------           --------
      Oil and gas sales                         $782,910           $740,717
      Oil and gas production expenses           $138,253           $169,961
      Barrels produced                             7,519              6,851
      Mcf produced                               123,018            111,565
      Average price/Bbl                         $  30.68           $  29.97
      Average price/Mcf                         $   4.49           $   4.80

      As shown in the table  above,  total oil and gas sales  increased  $42,193
      (5.7%) for the three  months ended March 31, 2004 as compared to the three
      months ended March 31, 2003. Of this increase,  approximately  (i) $20,000
      and $55,000, respectively, were related to increases in volumes of oil and
      gas sold and (ii) $5,000 was  related to an increase in the average  price
      of oil sold.  These  increases  were  partially  offset by a  decrease  of
      approximately  $38,000  related to a decrease in the average  price of gas
      sold.  Volumes of oil and gas sold  increased  668 barrels and 11,453 Mcf,
      respectively, for the three months ended March 31, 2004 as compared to the
      three months ended March 31,  2003.  The  increases in volumes of both oil
      and  gas  sold  were   primarily  due  to  positive  prior  period  volume
      adjustments made by the



                                      -49-
<PAGE>



      operators on one  significant oil well and one significant gas well during
      the three  months ended March 31,  2004.  Average oil prices  increased to
      $30.68 per barrel for the three  months  ended  March 31, 2004 from $29.97
      per barrel for the three months  ended March 31, 2003.  Average gas prices
      decreased  to $4.49 per Mcf for the three months ended March 31, 2004 from
      $4.80 per Mcf for the three months ended March 31, 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $31,708  (18.7%) for the three months ended
      March 31, 2004 as compared to the three months ended March 31, 2003.  This
      decrease  was  primarily  due  to  workover   expenses   incurred  on  two
      significant  wells  during the three  months  ended March 31,  2003.  As a
      percentage of oil and gas sales, these expenses decreased to 17.7% for the
      three  months  ended March 31, 2004 from 22.9% for the three  months ended
      March 31, 2003. This  percentage  decrease was primarily due to the dollar
      decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $9,806  (23.2%)  for the three  months  ended March 31, 2004 as
      compared to the three  months  ended March 31,  2003.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas  reserves  at March  31,  2004 as  compared  to March 31,  2003.  As a
      percentage  of oil and gas sales,  this expense  decreased to 4.1% for the
      three  months  ended March 31, 2004 from 5.7% for the three  months  ended
      March 31, 2003. This  percentage  decrease was primarily due to the dollar
      decrease  in  depreciation,  depletion,  and  amortization  of oil and gas
      properties.

      General and administrative  expenses decreased $4,251 (7.3%) for the three
      months  ended March 31, 2004 as compared to the three  months  ended March
      31, 2003. As a percentage of oil and gas sales,  these expenses  decreased
      to 6.9% for the three  months ended March 31, 2004 from 7.9% for the three
      months ended March 31, 2003. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2004  totaling   $23,743,051  or  138.52%  of  Limited  Partners'  capital
      contributions.




                                      -50-
<PAGE>



      II-G PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2003.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                   2004              2003
                                                ----------       ----------
      Oil and gas sales                         $1,662,197       $1,568,853
      Oil and gas production expenses           $  295,297       $  361,490
      Barrels produced                              15,750           14,356
      Mcf produced                                 262,468          237,017
      Average price/Bbl                         $    30.69       $    29.97
      Average price/Mcf                         $     4.49       $     4.80

      As shown in the table  above,  total oil and gas sales  increased  $93,344
      (5.9%) for the three  months ended March 31, 2004 as compared to the three
      months ended March 31, 2003. Of this increase,  approximately  (i) $42,000
      and  $122,000,  respectively,  were related to increases in volumes of oil
      and gas sold and (ii)  $11,000  was  related to an increase in the average
      price of oil sold.  These increases were partially offset by a decrease of
      approximately  $82,000  related to a decrease in the average  price of gas
      sold.  Volumes of oil and gas sold increased 1,394 barrels and 25,451 Mcf,
      respectively, for the three months ended March 31, 2004 as compared to the
      three months ended March 31,  2003.  The  increases in volumes of both oil
      and  gas  sold  were   primarily  due  to  positive  prior  period  volume
      adjustments  made by the  operators  on one  significant  oil well and one
      significant gas well during the three months ended March 31, 2004. Average
      oil prices increased to $30.69 per barrel for the three months ended March
      31, 2004 from $29.97 per barrel for the three months ended March 31, 2003.
      Average gas prices  decreased  to $4.49 per Mcf for the three months ended
      March 31,  2004 from $4.80 per Mcf for the three  months  ended  March 31,
      2003.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $66,193  (18.3%) for the three months ended
      March 31, 2004 as compared to the three months ended March 31, 2003.  This
      decrease  was  primarily  due  to  workover   expenses   incurred  on  two
      significant  wells  during the three  months  ended March 31,  2003.  As a
      percentage of oil and gas sales, these expenses decreased to 17.8% for the
      three  months  ended March 31, 2004 from 23.0% for the three  months ended
      March 31, 2003. This  percentage  decrease was primarily due to the dollar
      decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $19,784  (22.0%) for the three  months  ended March 31, 2004 as
      compared to the three  months  ended March 31,  2003.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves at March 31, 2004 as compared to March 31, 2003. As a



                                      -51-
<PAGE>



      percentage  of oil and gas sales,  this expense  decreased to 4.2% for the
      three  months  ended March 31, 2004 from 5.7% for the three  months  ended
      March 31, 2003. This  percentage  decrease was primarily due to the dollar
      decrease  in  depreciation,  depletion,  and  amortization  of oil and gas
      properties.

      General and administrative  expenses decreased $3,352 (2.9%) for the three
      months  ended March 31, 2004 as compared to the three  months  ended March
      31, 2003. As a percentage of oil and gas sales,  these expenses  decreased
      to 6.7% for the three  months ended March 31, 2004 from 7.3% for the three
      months ended March 31, 2003. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2004  totaling   $49,555,371  or  133.15%  of  Limited  Partners'  capital
      contributions.

      II-H PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2003.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                  2004               2003
                                                --------           --------
      Oil and gas sales                         $396,233           $371,008
      Oil and gas production expenses           $ 71,050           $ 86,191
      Barrels produced                             3,652              3,330
      Mcf produced                                63,116             56,418
      Average price/Bbl                         $  30.70           $  29.96
      Average price/Mcf                         $   4.50           $   4.81

      As shown in the table  above,  total oil and gas sales  increased  $25,225
      (6.8%) for the three  months ended March 31, 2004 as compared to the three
      months ended March 31, 2003. Of this  increase,  approximately  (i) $9,000
      and $32,000, respectively, were related to increases in volumes of oil and
      gas sold and (ii) $3,000 was  related to an increase in the average  price
      of oil sold.  These  increases  were  partially  offset by a  decrease  of
      approximately  $19,000  related to a decrease in the average  price of gas
      sold.  Volumes of oil and gas sold  increased  322  barrels and 6,698 Mcf,
      respectively, for the three months ended March 31, 2004 as compared to the
      three months ended March 31,  2003.  The  increases in volumes of both oil
      and  gas  sold  were   primarily  due  to  positive  prior  period  volume
      adjustments  made by the  operators  on one  significant  oil well and one
      significant gas well during the three months ended March 31, 2004. Average
      oil prices increased to $30.70 per barrel for the three months ended March
      31, 2004 from $29.96 per barrel for the three months ended March 31, 2003.
      Average gas prices  decreased  to $4.50 per Mcf for the three months ended
      March 31,  2004 from $4.81 per Mcf for the three  months  ended  March 31,
      2003.



                                      -52-
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $15,141  (17.6%) for the three months ended
      March 31, 2004 as compared to the three months ended March 31, 2003.  This
      decrease  was  primarily  due  to  workover   expenses   incurred  on  two
      significant  wells  during the three  months  ended March 31,  2003.  As a
      percentage of oil and gas sales, these expenses decreased to 17.9% for the
      three  months  ended March 31, 2004 from 23.2% for the three  months ended
      March 31, 2003. This  percentage  decrease was primarily due to the dollar
      decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $4,074  (19.4%)  for the three  months  ended March 31, 2004 as
      compared to the three  months  ended March 31,  2003.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas  reserves  at March  31,  2004 as  compared  to March 31,  2003.  As a
      percentage  of oil and gas sales,  this expense  decreased to 4.3% for the
      three  months  ended March 31, 2004 from 5.7% for the three  months  ended
      March 31, 2003. This  percentage  decrease was primarily due to the dollar
      decrease  in  depreciation,  depletion,  and  amortization  of oil and gas
      properties.

      General and administrative expenses decreased $4,609 (12.7%) for the three
      months  ended March 31, 2004 as compared to the three  months  ended March
      31, 2003. As a percentage of oil and gas sales,  these expenses  decreased
      to 8.0% for the three  months ended March 31, 2004 from 9.8% for the three
      months ended March 31, 2003. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2004  totaling   $11,518,364  or  125.59%  of  Limited  Partners'  capital
      contributions.




                                      -53-
<PAGE>



ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK.

            The Partnerships do not hold any market risk sensitive instruments.

ITEM 4.     EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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



                                      -54-
<PAGE>



                          PART II. OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

            As discussed in the Partnership's Annual Report on Form 10-K for the
            year ended  December 31, 2003 the II-A  Partnership is involved in a
            lawsuit  styled Xplor Energy  Operating  Co. v. The Newton Corp,  et
            al.,  Case No.  99-04-01960-CV,  284th  Judicial  District  Court of
            Montgomery  County,  Texas.  The  primary  remaining  issue  in this
            lawsuit  is the  Partnership's  appeal of a  decision  granting  The
            Newton Corp.  $300 plus  attorneys'  fees, for which the Partnership
            has made a  significant  accrual.  On May 7, 2004 the Texas  Supreme
            Court agreed to consider the Partnership's  appeal of this decision.
            A final  decision from the Texas Supreme Court is not expected until
            2005.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

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

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

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

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

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

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

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

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



                                      -55-
<PAGE>




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

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

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

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

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

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

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

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

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

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

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

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

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



                                      -56-
<PAGE>



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

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

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


(b) Reports on Form 8-K.

            Current Report on Form 8-K filed during the first quarter of 2004:

            Date of Event:                February 4, 2004
            Date Filed with SEC:          February 4, 2004
            Items Included:               Item 5 - Other Events
                                          Item 7 - Exhibits




                                      -57-
<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 14, 2004                 By:       /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  May 14, 2004                 By:      /s/Craig D. Loseke
                                       --------------------------------
                                            (Signature)
                                            Craig D. Loseke
                                            Chief Accounting Officer



                                      -58-
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                      -59-
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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


                                      -60-