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 June 30, 1999

Commission File Number:

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

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


                                          II-A 73-1295505
                                          II-B 73-1303341
                                          II-C 73-1308986
                                          II-D 73-1329761
                                          II-E  73-1324751
                                          II-F  73-1330632
                                          II-G  73-1336572
         Oklahoma                         II-H 73-1342476
----------------------------    -------------------------------
(State or other jurisdiction    (I.R.S. Employer Identification
   of incorporation or                         Number)
     organization)


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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

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



                                      -1-
<PAGE>



                          PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

                                     ASSETS

                                               June 30,        December 31,
                                                 1999             1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  395,954       $  213,480
   Accounts receivable:
      Oil and gas sales                           574,548          506,282
      General Partner (Note 2)                    202,500                -
                                               ----------       ----------
        Total current assets                   $1,173,002       $  719,762

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                3,813,495        4,109,296

DEFERRED CHARGE                                   701,486          701,486
                                               ----------       ----------
                                               $5,687,983       $5,530,544
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   89,198       $  171,762
   Gas imbalance payable                          125,904          125,904
                                               ----------       ----------
        Total current liabilities              $  215,102       $  297,666

ACCRUED LIABILITY                              $  180,325       $  180,325

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  402,502)     ($  417,336)
   Limited Partners, issued and
      outstanding, 484,283 units                5,695,058        5,469,889
                                               ----------       ----------
        Total Partners' capital                $5,292,556       $5,052,553
                                               ----------       ----------
                                               $5,687,983       $5,530,544
                                               ==========       ==========




         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 JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              ----------        ----------

REVENUES:
   Oil and gas sales                           $  834,862       $  896,499
   Interest income                                  2,621           10,141
   Gain on sale of oil and
      gas properties                                    -          205,857
   Insurance settlement                           202,500                -
   Contract settlement income                           -        1,710,190
                                               ----------       ----------
                                               $1,039,983       $2,822,687

COSTS AND EXPENSES:
   Lease operating                             $  257,236       $  284,930
   Production tax                                  42,773           56,315
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  143,393          162,901
   General and administrative
      (Note 2)                                    135,570          136,112
                                               ----------       ----------
                                               $  578,972       $  640,258
                                               ----------       ----------

NET INCOME                                     $  461,011       $2,182,429
                                               ==========       ==========
GENERAL PARTNER - NET INCOME                   $   28,655       $  115,130
                                               ==========       ==========
LIMITED PARTNERS - NET INCOME                  $  432,356       $2,067,299
                                               ==========       ==========
NET INCOME per unit                            $      .90       $     4.27
                                               ==========       ==========
UNITS OUTSTANDING                                 484,283          484,283
                                               ==========       ==========


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



                                      -3-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              -----------       ----------

REVENUES:
   Oil and gas sales                           $1,494,025       $1,932,820
   Interest income                                  4,690           18,604
   Gain on sale of oil and
      gas properties                                    -          652,721
   Insurance settlement                           202,500                -
   Contract settlement income                           -        1,710,190
                                               ----------       ----------
                                               $1,701,215       $4,314,335

COSTS AND EXPENSES:
   Lease operating                             $  558,156       $  596,845
   Production tax                                  73,013          115,073
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  288,245          323,497
   General and administrative
      (Note 2)                                    307,628          305,348
                                               ----------       ----------
                                               $1,227,042       $1,340,763
                                               ----------       ----------

NET INCOME                                     $  474,173       $2,973,572
                                               ==========       ==========
GENERAL PARTNER - NET INCOME                   $   35,004       $  160,688
                                               ==========       ==========
LIMITED PARTNERS - NET INCOME                  $  439,169       $2,812,884
                                               ==========       ==========
NET INCOME per unit                            $      .91       $     5.81
                                               ==========       ==========
UNITS OUTSTANDING                                 484,283          484,283
                                               ==========       ==========



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


                                      -4-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)
                                                 1999              1998
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $474,173          $2,973,572
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             288,245             323,497
      Gain on sale of oil and gas
        properties                                   -         (   652,721)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (  68,266)            261,428
      Increase in accounts receivable -
        General Partner                      ( 202,500)                  -
      Increase in accounts receivable -
        other                                        -         ( 1,689,215)
      Decrease in accounts payable           (  82,564)        (   125,418)
                                              --------          ----------
Net cash provided by operating
   activities                                 $409,088          $1,091,143
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($  3,279)        ($   17,847)
   Proceeds from sale of oil and
      gas properties                            10,835             737,605
                                              --------          ----------
Net cash provided by investing
   activities                                 $  7,556          $  719,758
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($234,170)        ($1,824,884)
                                              --------          ----------
Net cash used by financing activities        ($234,170)        ($1,824,884)
                                              --------          ----------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                       $182,474         ($   13,983)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         213,480             830,584
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $395,954          $  816,601
                                              ========          ==========



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



                                      -5-
<PAGE>



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

                                     ASSETS

                                               June 30,        December 31,
                                                 1999             1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  163,540        $  107,021
   Accounts receivable:
      Oil and gas sales                          403,368           328,334
                                              ----------        ----------
        Total current assets                  $  566,908        $  435,355

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,365,010         2,569,828

DEFERRED CHARGE                                  179,833           179,833
                                              ----------        ----------
                                              $3,111,751        $3,185,016
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   65,467        $   77,383
   Gas imbalance payable                          19,790            19,790
                                              ----------        ----------
        Total current liabilities             $   85,257        $   97,173

ACCRUED LIABILITY                             $   98,681        $   98,681

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  317,935)      ($  320,234)
   Limited Partners, issued and
      outstanding, 361,719 units               3,245,748         3,309,396
                                              ----------        ----------
        Total Partners' capital               $2,927,813        $2,989,162
                                              ----------        ----------
                                              $3,111,751        $3,185,016
                                              ==========        ==========





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



                                      -6-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              ---------         ----------

REVENUES:
   Oil and gas sales                          $569,351          $  634,517
   Interest income                               1,215               4,099
   Gain on sale of oil and
      gas properties                                 -               5,491
   Contract settlement income                        -           2,793,295
                                              --------          ----------
                                              $570,566          $3,437,402

COSTS AND EXPENSES:
   Lease operating                            $188,565          $  168,679
   Production tax                               30,033              42,520
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                86,656              97,349
   General and administrative
      (Note 2)                                 101,378             103,080
                                              --------          ----------
                                              $406,632          $  411,628
                                              --------          ----------

NET INCOME                                    $163,934          $3,025,774
                                              ========          ==========
GENERAL PARTNER - NET INCOME                  $ 11,602          $  154,978
                                              ========          ==========
LIMITED PARTNERS - NET INCOME                 $152,332          $2,870,796
                                              ========          ==========
NET INCOME per unit                           $    .42          $     7.93
                                              ========          ==========
UNITS OUTSTANDING                              361,719             361,719
                                              ========          ==========

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



                                      -7-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              -----------       ----------

REVENUES:
   Oil and gas sales                          $1,085,725        $1,429,973
   Interest income                                 2,384             9,685
   Gain on sale of oil and
      gas properties                                   -            63,175
   Contract settlement income                          -         2,793,295
                                              ----------        ----------
                                              $1,088,109        $4,296,128

COSTS AND EXPENSES:
   Lease operating                            $  427,933        $  420,017
   Production tax                                 64,089            85,832
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 184,426           200,971
   General and administrative
      (Note 2)                                   228,914           229,906
                                              ----------        ----------
                                              $  905,362        $  936,726
                                              ----------        ----------

NET INCOME                                    $  182,747        $3,359,402
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   16,395        $  175,525
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  166,352        $3,183,877
                                              ==========        ==========
NET INCOME per unit                           $      .46        $     8.80
                                              ==========        ==========
UNITS OUTSTANDING                                361,719           361,719
                                              ==========        ==========

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


                                      -8-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $182,747          $3,359,402
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             184,426             200,971
      Gain on sale of oil and gas
        properties                                   -         (    63,175)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (  75,034)            143,289
      Increase in accounts receivable -
        other                                        -         ( 2,793,295)
      Decrease in accounts payable           (  11,916)        (    64,574)
                                              --------          ----------
Net cash provided by operating
   activities                                 $280,223          $  782,618
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($    159)        ($   40,233)
   Proceeds from sale of oil and
      gas properties                            20,551              74,745
                                              --------          ----------
Net cash provided by investing
   activities                                 $ 20,392          $   34,512
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($244,096)        ($1,117,981)
                                              --------          ----------
Net cash used by financing activities        ($244,096)        ($1,117,981)
                                              --------          ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $ 56,519         ($  300,851)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         107,021             644,574
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $163,540          $  343,723
                                              ========          ==========



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



                                      -9-
<PAGE>



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

                                     ASSETS

                                                June 30,       December 31,
                                                  1999            1998
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  118,170       $   66,617
   Accounts receivable:
      Oil and gas sales                           192,565          157,275
                                               ----------       ----------
        Total current assets                   $  310,735       $  223,892

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,280,078        1,382,430

DEFERRED CHARGE                                   153,412          153,412
                                               ----------       ----------
                                               $1,744,225       $1,759,734
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   28,660       $   29,848
   Gas imbalance payable                           38,249           38,249
                                               ----------       ----------
        Total current liabilities              $   66,909       $   68,097

ACCRUED LIABILITY                              $   59,308       $   59,308

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  130,639)     ($  133,264)
   Limited Partners, issued and
      outstanding, 154,621 units                1,748,647        1,765,593
                                               ----------       ----------
        Total Partners' capital                $1,618,008       $1,632,329
                                               ----------       ----------
                                               $1,744,225       $1,759,734
                                               ==========       ==========


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



                                      -10-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              ---------          ---------

REVENUES:
   Oil and gas sales                          $283,362          $  274,090
   Interest income                                 981               3,773
   Gain on sale of oil and
      gas properties                                47               5,331
   Contract settlement income                        -           1,197,148
                                              --------          ----------
                                              $284,390          $1,480,342

COSTS AND EXPENSES:
   Lease operating                            $ 74,782          $   71,017
   Production tax                               18,736              19,503
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                51,114              50,005
   General and administrative
      (Note 2)                                  44,044              44,521
                                              --------          ----------
                                              $188,676          $  185,046
                                              --------          ----------

NET INCOME                                    $ 95,714          $1,295,296
                                              ========          ==========
GENERAL PARTNER - NET INCOME                  $ 14,073          $   66,576
                                              ========          ==========
LIMITED PARTNERS - NET INCOME                 $ 81,641          $1,228,720
                                              ========          ==========
NET INCOME per unit                           $    .52          $     7.95
                                              ========          ==========
UNITS OUTSTANDING                              154,621             154,621
                                              ========          ==========


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



                                      -11-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              ---------          ---------

REVENUES:
   Oil and gas sales                          $524,665          $  642,625
   Interest income                               1,860               7,110
   Gain on sale of oil and
      gas properties                                47             198,858
   Contract settlement income                        -           1,197,148
                                              --------          ----------
                                              $526,572          $2,045,741

COSTS AND EXPENSES:
   Lease operating                            $162,432          $  160,081
   Production tax                               42,250              42,741
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               104,130             109,598
   General and administrative
      (Note 2)                                  98,605              98,730
                                              --------          ----------
                                              $407,417          $  411,150
                                              --------          ----------

NET INCOME                                    $119,155          $1,634,591
                                              ========          ==========
GENERAL PARTNER - NET INCOME                  $ 21,101          $   85,758
                                              ========          ==========
LIMITED PARTNERS - NET INCOME                 $ 98,054          $1,548,833
                                              ========          ==========
NET INCOME per unit                           $    .63          $    10.02
                                              ========          ==========
UNITS OUTSTANDING                              154,621             154,621
                                              ========          ==========


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



                                      -12-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)
                                                 1999              1998
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $119,155          $1,634,591
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             104,130             109,598
      Gain on sale of oil and gas
        properties                           (      47)        (   198,858)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (  35,290)             83,482
      Increase in accounts receivable -
        other                                        -         ( 1,195,217)
      Decrease in accounts payable           (   1,188)        (     5,986)
                                              --------          ----------
Net cash provided by operating
   activities                                 $186,760          $  427,610
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($ 10,032)        ($   14,789)
   Proceeds from sale of oil and
      gas properties                             8,301             282,274
                                              --------          ----------
Net cash provided (used) by
   investing activities                      ($  1,731)         $  267,485
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($133,476)        ($  874,991)
                                              --------          ----------
Net cash used by financing activities        ($133,476)        ($  874,991)
                                              --------          ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $ 51,553         ($  179,896)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          66,617             358,095
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $118,170          $  178,199
                                              ========          ==========


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



                                      -13-
<PAGE>



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

                                     ASSETS

                                               June 30,        December 31,
                                                 1999             1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  347,660        $  311,556
   Accounts receivable:
      Oil and gas sales                          402,758           342,433
                                              ----------        ----------
        Total current assets                  $  750,418        $  653,989

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,538,114         2,726,713

DEFERRED CHARGE                                  614,207           614,207
                                              ----------        ----------
                                              $3,902,739        $3,994,909
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   71,653        $   67,934
   Gas imbalance payable                         149,648           149,648
                                              ----------        ----------
        Total current liabilities             $  221,301        $  217,582

ACCRUED LIABILITY                             $  206,215        $  206,215

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  235,815)      ($  247,182)
   Limited Partners, issued and
      outstanding, 314,878 units               3,711,038         3,818,294
                                              ----------        ----------
        Total Partners' capital               $3,475,223        $3,571,112
                                              ----------        ----------
                                              $3,902,739        $3,994,909
                                              ==========        ==========



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



                                      -14-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                1999               1998
                                              ---------         ----------

REVENUES:
   Oil and gas sales                          $620,800          $  633,539
   Interest income                               2,803               8,801
   Gain on sale of oil and
      gas properties                            36,944              69,790
   Contract settlement income                        -           3,033,283
                                              --------          ----------
                                              $660,547          $3,745,413

COSTS AND EXPENSES:
   Lease operating                            $200,823          $  228,329
   Production tax                               48,402              38,318
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               107,473             114,382
   General and administrative
      (Note 2)                                  88,726              90,214
                                              --------          ----------
                                              $445,424          $  471,243
                                              --------          ----------

NET INCOME                                    $215,123          $3,274,170
                                              ========          ==========
GENERAL PARTNER - NET INCOME                  $ 30,905          $  167,843
                                              ========          ==========
LIMITED PARTNERS - NET INCOME                 $184,218          $3,106,327
                                              ========          ==========
NET INCOME per unit                           $    .59          $     9.86
                                              ========          ==========
UNITS OUTSTANDING                              314,878             314,878
                                              ========          ==========


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


                                      -15-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,126,215        $1,345,511
   Interest income                                 5,887            19,370
   Gain on sale of oil and
      gas properties                              36,944           508,895
   Contract settlement income                          -         3,033,283
                                              ----------        ----------
                                              $1,169,046        $4,907,059

COSTS AND EXPENSES:
   Lease operating                            $  446,075        $  485,866
   Production tax                                 88,699           102,417
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 204,416           227,383
   General and administrative
      (Note 2)                                   199,734           200,303
                                              ----------        ----------
                                              $  938,924        $1,015,969
                                              ----------        ----------

NET INCOME                                    $  230,122        $3,891,090
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   35,378        $  202,681
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  194,744        $3,688,409
                                              ==========        ==========
NET INCOME per unit                           $      .62        $    11.71
                                              ==========        ==========
UNITS OUTSTANDING                                314,878           314,878
                                              ==========        ==========


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


                                      -16-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)
                                                1999               1998
                                              --------          ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $230,122          $3,891,090
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             204,416             227,383
      Gain on sale of oil and gas
        properties                           (  36,944)        (   508,895)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (  60,325)            237,693
      Increase in accounts receivable -
        other                                        -         ( 3,013,016)
      Increase (decrease) in accounts
        payable                                  3,719         (     5,216)
                                              --------          ----------
Net cash provided by operating
   activities                                 $340,988          $  829,039
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($ 15,817)        ($    2,441)
   Proceeds from sale of oil and
      gas properties                            36,944             685,185
                                              --------          ----------
Net cash provided by investing
   activities                                 $ 21,127          $  682,744
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($326,011)        ($2,195,718)
                                              --------          ----------
Net cash used by financing activities        ($326,011)        ($2,195,718)
                                              --------          ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $ 36,104         ($  683,935)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         311,556           1,151,142
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $347,660          $  467,207
                                              ========          ==========

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



                                      -17-
<PAGE>



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

                                     ASSETS

                                               June 30,        December 31,
                                                 1999              1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  357,676        $  376,779
   Accounts receivable:
      Oil and gas sales                          292,069           220,028
                                              ----------        ----------
        Total current assets                  $  649,745        $  596,807

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,161,807         2,388,613

DEFERRED CHARGE                                  275,532           275,532
                                              ----------        ----------
                                              $3,087,084        $3,260,952
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   32,128        $   38,881
   Gas imbalance payable                         148,458           148,458
                                              ----------        ----------
        Total current liabilities             $  180,586        $  187,339

ACCRUED LIABILITY                             $   81,050        $   81,050

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  171,633)      ($  173,306)
   Limited Partners, issued and
      outstanding, 228,821 units               2,997,081         3,165,869
                                              ----------        ----------
        Total Partners' capital               $2,825,448        $2,992,563
                                              ----------        ----------
                                              $3,087,084        $3,260,952
                                              ==========        ==========


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



                                      -18-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                               1999                1998
                                             ---------          ----------

REVENUES:
   Oil and gas sales                          $475,193          $  412,505
   Interest income                               2,708               4,235
   Gain on sale of oil and
      gas properties                            23,039             257,260
   Contract settlement income                        -           6,158,619
                                              --------          ----------
                                              $500,940          $6,832,619

COSTS AND EXPENSES:
   Lease operating                            $ 81,499          $  111,277
   Production tax                               31,974              30,246
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               115,097             122,132
   General and administrative
      (Note 2)                                  64,844              68,824
                                              --------          ----------
                                              $293,414          $  332,479
                                              --------          ----------

NET INCOME                                    $207,526          $6,500,140
                                              ========          ==========
GENERAL PARTNER - NET
   INCOME                                     $ 14,845          $  329,680
                                              ========          ==========
LIMITED PARTNERS - NET
   INCOME                                     $192,681          $6,170,460
                                              ========          ==========
NET INCOME per unit                           $    .84          $    26.97
                                              ========          ==========
UNITS OUTSTANDING                              228,821             228,821
                                              ========          ==========


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



                                      -19-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                               1999                1998
                                             ---------          ----------

REVENUES:
   Oil and gas sales                          $803,244          $  890,830
   Interest income                               6,099              10,693
   Gain on sale of oil and
      gas properties                            23,406             320,475
   Contract settlement income                        -           6,158,619
                                              --------          ----------
                                              $832,749          $7,380,617

COSTS AND EXPENSES:
   Lease operating                            $206,644          $  243,303
   Production tax                               54,562              63,944
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               226,035             258,703
   General and administrative
      (Note 2)                                 145,562             149,475
                                              --------          ----------
                                              $632,803          $  715,425
                                              --------          ----------

NET INCOME                                    $199,946          $6,665,192
                                              ========          ==========
GENERAL PARTNER - NET
   INCOME                                     $ 18,734          $  343,073
                                              ========          ==========
LIMITED PARTNERS - NET
   INCOME                                     $181,212          $6,322,119
                                              ========          ==========
NET INCOME per unit                           $    .79          $    27.63
                                              ========          ==========
UNITS OUTSTANDING                              228,821             228,821
                                              ========          ==========


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



                                      -20-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                               ---------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $199,946         $6,665,192
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                              226,035            258,703
      Gain on sale of oil and gas
        properties                            (  23,406)       (   320,475)
      (Increase) decrease in accounts
        receivable - oil and gas sales        (  72,041)           139,523
      Increase in accounts receivable -
        other                                         -        ( 6,158,509)
      Decrease in accounts payable            (   6,753)       (    57,013)
                                               --------         ----------
Net cash provided by operating
   activities                                  $323,781         $  527,421
                                               --------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($  1,217)       ($  116,267)
   Proceeds from sale of oil and
      gas properties                             25,394            348,945
                                               --------         ----------
Net cash provided by investing
   activities                                  $ 24,177         $  232,678
                                               --------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($367,061)       ($  808,509)
                                               --------         ----------
Net cash used by financing activities         ($367,061)       ($  808,509)
                                               --------         ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                ($ 19,103)       ($   48,410)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          376,779            670,777
                                               --------         ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $357,676         $  622,367
                                               ========         ==========



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



                                      -21-
<PAGE>



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

                                     ASSETS

                                                June 30,       December 31,
                                                  1999            1998
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  182,127       $  153,240
   Accounts receivable:
      Oil and gas sales                           243,521          187,525
                                               ----------       ----------
        Total current assets                   $  425,648       $  340,765

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,898,300        2,086,592

DEFERRED CHARGE                                    46,373           46,373
                                               ----------       ----------
                                               $2,370,321       $2,473,730
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   24,572       $   24,007
   Gas imbalance payable                            4,233            4,233
                                               ----------       ----------
        Total current liabilities              $   28,805       $   28,240

ACCRUED LIABILITY                              $   24,995       $   24,995

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  132,184)     ($  144,763)
   Limited Partners, issued and
      outstanding, 171,400 units                2,448,705        2,565,258
                                               ----------       ----------
        Total Partners' capital                $2,316,521       $2,420,495
                                               ----------       ----------
                                               $2,370,321       $2,473,730
                                               ==========       ==========


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



                                      -22-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                               ---------         ---------

REVENUES:
   Oil and gas sales                            $376,944          $388,884
   Interest income                                 1,394             3,948
   Gain on sale of oil and
      gas properties                                 305           538,754
                                                --------          --------
                                                $378,643          $931,586

COSTS AND EXPENSES:
   Lease operating                              $ 57,692          $ 62,517
   Production tax                                 21,396            25,515
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  82,687            83,517
   General and administrative
      (Note 2)                                    48,086            47,610
                                                --------          --------
                                                $209,861          $219,159
                                                --------          --------

NET INCOME                                      $168,782          $712,427
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 24,181          $ 38,765
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $144,601          $673,662
                                                ========          ========
NET INCOME per unit                             $    .84          $   3.93
                                                ========          ========
UNITS OUTSTANDING                                171,400           171,400
                                                ========          ========


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



                                      -23-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                               ---------        ----------

REVENUES:
   Oil and gas sales                            $771,173        $  820,953
   Interest income                                 3,175            10,043
   Gain on sale of oil and
      gas properties                               1,203           655,945
                                                --------        ----------
                                                $775,551        $1,486,941

COSTS AND EXPENSES:
   Lease operating                              $190,462        $  148,402
   Production tax                                 46,627            54,461
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 193,700           177,239
   General and administrative
      (Note 2)                                   108,581           106,786
                                                --------        ----------
                                                $539,370        $  486,888
                                                --------        ----------

NET INCOME                                      $236,181        $1,000,053
                                                ========        ==========
GENERAL PARTNER - NET INCOME                    $ 40,734        $   56,590
                                                ========        ==========
LIMITED PARTNERS - NET INCOME                   $195,447        $  943,463
                                                ========        ==========
NET INCOME per unit                             $   1.14        $     5.50
                                                ========        ==========
UNITS OUTSTANDING                                171,400           171,400
                                                ========        ==========



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


                                      -24-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                1999               1998
                                              --------          ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $236,181          $1,000,053
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             193,700             177,239
      Gain on sale of oil and gas
        properties                           (   1,203)        (   655,945)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (  55,996)            110,254
      Decrease in accounts receivable -
        other                                        -                  43
      Increase (decrease) in accounts
        payable                                    565         (    39,725)
                                              --------          ----------
Net cash provided by operating
   activities                                 $373,247          $  591,919
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($  9,873)        ($   32,829)
   Proceeds from sale of oil and
      gas properties                             5,668             720,750
                                              --------          ----------
Net cash provided (used) by
   investing activities                      ($  4,205)         $  687,921
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($340,155)        ($1,189,653)
                                              --------          ----------
Net cash used by financing activities        ($340,155)        ($1,189,653)
                                              --------          ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                $ 28,887          $   90,187

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         153,240             741,852
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $182,127          $  832,039
                                              ========          ==========


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



                                      -25-
<PAGE>



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

                                     ASSETS

                                                June 30,       December 31,
                                                  1999            1998
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  427,496       $  333,168
   Accounts receivable:
      Oil and gas sales                           558,635          398,538
                                               ----------       ----------
        Total current assets                   $  986,131       $  731,706

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                4,086,371        4,492,141

DEFERRED CHARGE                                   101,955          101,955
                                               ----------       ----------
                                               $5,174,457       $5,325,802
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   52,593       $   51,385
   Gas imbalance payable                            9,029            9,029
                                               ----------       ----------
        Total current liabilities              $   61,622       $   60,414

ACCRUED LIABILITY                              $   57,830       $   57,830

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  300,999)     ($  304,885)
   Limited Partners, issued and
      outstanding, 372,189 units                5,356,004        5,512,443
                                               ----------       ----------
        Total Partners' capital                $5,055,005       $5,207,558
                                               ----------       ----------
                                               $5,174,457       $5,325,802
                                               ==========       ==========


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



                                      -26-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                1999               1998
                                              --------          ----------

REVENUES:
   Oil and gas sales                          $852,551          $  834,167
   Interest income                               3,116               8,518
   Gain on sale of oil and
      gas properties                               815           1,126,657
                                              --------          ----------
                                              $856,482          $1,969,342

COSTS AND EXPENSES:
   Lease operating                            $123,871          $  134,397
   Production tax                               48,082              55,722
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               175,972             180,454
   General and administrative
      (Note 2)                                 104,316             103,383
                                              --------          ----------
                                              $452,241          $  473,956
                                              --------          ----------

NET INCOME                                    $404,241          $1,495,386
                                              ========          ==========
GENERAL PARTNER - NET INCOME                  $ 27,095          $   81,562
                                              ========          ==========
LIMITED PARTNERS - NET INCOME                 $377,146          $1,413,824
                                              ========          ==========
NET INCOME per unit                           $   1.02          $     3.80
                                              ========          ==========
UNITS OUTSTANDING                              372,189             372,189
                                              ========          ==========



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



                                      -27-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,704,587        $1,748,556
   Interest income                                 7,001            21,487
   Gain on sale of oil and
      gas properties                               2,693         1,372,284
                                              ----------        ----------
                                              $1,714,281        $3,142,327

COSTS AND EXPENSES:
   Lease operating                            $  406,175        $  316,829
   Production tax                                102,620           117,399
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 417,483           380,514
   General and administrative
      (Note 2)                                   235,466           231,797
                                              ----------        ----------
                                              $1,161,744        $1,046,539
                                              ----------        ----------

NET INCOME                                    $  552,537        $2,095,788
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   43,976        $  118,936
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  508,561        $1,976,852
                                              ==========        ==========
NET INCOME per unit                           $     1.37        $     5.31
                                              ==========        ==========
UNITS OUTSTANDING                                372,189           372,189
                                              ==========        ==========


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


                                      -28-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                1999               1998
                                              --------          ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $552,537          $2,095,788
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             417,483             380,514
      Gain on sale of oil and gas
        properties                           (   2,693)        ( 1,372,284)
      (Increase) decrease in accounts
        receivable - oil and gas sales       ( 160,097)            227,723
      Increase (decrease) in accounts
        payable                                  1,208         (    83,014)
                                              --------          ----------
Net cash provided by operating
   activities                                 $808,438          $1,248,727
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($ 21,202)        ($   63,181)
   Proceeds from sale of oil and
      gas properties                            12,182           1,501,793
                                              --------          ----------
Net cash provided (used) by
   investing activities                      ($  9,020)         $1,438,612
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($705,090)        ($2,505,819)
                                              --------          ----------
Net cash used by financing activities        ($705,090)        ($2,505,819)
                                              --------          ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                $ 94,328          $  181,520

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         333,168           1,564,325
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $427,496          $1,745,845
                                              ========          ==========

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



                                      -29-
<PAGE>



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

                                     ASSETS

                                                June 30,       December 31,
                                                  1999            1998
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $   95,694       $   78,275
   Accounts receivable:
      Oil and gas sales                           128,199           95,260
                                               ----------       ----------
        Total current assets                   $  223,893       $  173,535

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  963,952        1,057,945

DEFERRED CHARGE                                    23,749           23,749
                                               ----------       ----------
                                               $1,211,594       $1,255,229
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   12,701       $   12,408
                                               ----------       ----------
        Total current liabilities              $   12,701       $   12,408

ACCRUED LIABILITY                              $   12,063       $   12,063

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   74,938)     ($   75,631)
   Limited Partners, issued and
      outstanding, 91,711 units                 1,261,768        1,306,389
                                               ----------       ----------
        Total Partners' capital                $1,186,830       $1,230,758
                                               ----------       ----------
                                               $1,211,594       $1,255,229
                                               ==========       ==========


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



                                      -30-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                  1999             1998
                                                --------        ----------

REVENUES:
   Oil and gas sales                            $198,563          $195,270
   Interest income                                   637             1,887
   Gain on sale of oil and
      gas properties                                 266           257,705
                                                --------          --------
                                                $199,466          $454,862

COSTS AND EXPENSES:
   Lease operating                              $ 30,059          $ 32,716
   Production tax                                 11,485            13,457
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  41,852            41,604
   General and administrative
      (Note 2)                                    25,692            25,478
                                                --------          --------
                                                $109,088          $113,255
                                                --------          --------

NET INCOME                                      $ 90,378          $341,607
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  6,161          $ 18,651
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $ 84,217          $322,956
                                                ========          ========
NET INCOME per unit                             $    .92          $   3.52
                                                ========          ========
UNITS OUTSTANDING                                 91,711            91,711
                                                ========          ========



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



                                      -31-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                  1999             1998
                                                --------         ---------

REVENUES:
   Oil and gas sales                            $396,755          $412,973
   Interest income                                 1,450             4,822
   Gain on sale of oil and
      gas properties                                 700           315,023
                                                --------          --------
                                                $398,905          $732,818

COSTS AND EXPENSES:
   Lease operating                              $ 97,459          $ 76,189
   Production tax                                 24,126            28,324
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  96,941            88,085
   General and administrative
      (Note 2)                                    58,080            57,114
                                                --------          --------
                                                $276,606          $249,712
                                                --------          --------

NET INCOME                                      $122,299          $483,106
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  9,920          $ 27,438
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $112,379          $455,668
                                                ========          ========
NET INCOME per unit                             $   1.23          $   4.97
                                                ========          ========
UNITS OUTSTANDING                                 91,711            91,711
                                                ========          ========


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


                                      -32-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                               ---------         ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $122,299          $483,106
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                96,941            88,085
      Gain on sale of oil and gas
        properties                             (     700)        ( 315,023)
      (Increase) decrease in accounts
        receivable - oil and gas sales         (  32,939)           56,188
      Increase (decrease) in accounts
        payable                                      293         (  19,162)
                                                --------          --------
Net cash provided by operating
   activities                                   $185,894          $293,194
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($  5,148)        ($ 15,635)
   Proceeds from sale of oil and
      gas properties                               2,900           345,091
                                                --------          --------
Net cash provided (used) by
   investing activities                        ($  2,248)         $329,456
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($166,227)        ($585,516)
                                                --------          --------
Net cash used by financing activities          ($166,227)        ($585,516)
                                                --------          --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $ 17,419          $ 37,134

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            78,275           364,502
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $ 95,694          $401,636
                                                ========          ========

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


                                      -33-
<PAGE>



            GEODYNE ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
             CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (Unaudited)


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

      The combined  balance sheets as of June 30, 1999,  combined  statements of
      operations  for the three and six months ended June 30, 1999 and 1998, and
      combined  statements  of cash flows for the six months ended June 30, 1999
      and 1998 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 June 30, 1999,  the  combined  results of  operations  for the
      three and six months ended June 30, 1999 and 1998,  and the combined  cash
      flows for the six months ended June 30, 1999 and 1998.

      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, 1998. The
      results  of  operations  for  the  period  ended  June  30,  1999  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.




                                      -34-
<PAGE>




      OIL AND GAS PROPERTIES
      ----------------------

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

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

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




                                      -35-
<PAGE>




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  June 30,  1999 the  following  payments  were  made to the  General
      Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               II-A                  $ 8,127                 $127,443
               II-B                    6,188                   95,190
               II-C                    3,355                   40,689
               II-D                    5,863                   82,863
               II-E                    4,628                   60,216
               II-F                    2,981                   45,105
               II-G                    6,372                   97,944
               II-H                    1,557                   24,135

      During the six months ended June 30, 1999 the following payments were made
      to the General Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               II-A                  $52,742                 $254,886
               II-B                   38,534                  190,380
               II-C                   17,227                   81,378
               II-D                   34,008                  165,726
               II-E                   25,130                  120,432
               II-F                   18,371                   90,210
               II-G                   39,578                  195,888
               II-H                    9,810                   48,270

      Affiliates  of the  Partnerships  operate  certain  of  the  Partnerships'
      properties and their policy is to bill the  Partnerships for all customary
      charges and cost reimbursements associated with their activities.

      The accounts  receivable  - General  Partner at June 30, 1999 for the II-A
      Partnership  represents  proceeds from an insurance  settlement  discussed
      below in Liquidity and Capital Resources. Such receivable was subsequently
      collected and will be included in the II-A Partnership's  August 1999 cash
      distribution.




                                      -36-
<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.


                                      -37-
<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 June  30,  1999  and  the  net  revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

      In  August  1999,  the  II-A  Partnership  received  insurance  settlement
      proceeds  in the amount of  $202,500  for the costs  incurred to drill the
      State  Lease  8191 No. 4 well in St.  Bernard  Parish,  Louisiana  for the
      purpose of  relieving  pressure in another  well which  suffered a blowout
      during a workover attempt.  This new well was completed as a producing gas
      well in 1998.  The  insurance  proceeds  amount  will be  included  in the
      Partnership's August 1999 cash distribution.



                                      -38-
<PAGE>




      The II-D and  II-E  Partnerships'  Statements  of Cash  Flows  for the six
      months ended June 30, 1999 include  proceeds  from the sale of oil and gas
      properties  during  the six  months  ended  June 30,  1999.  The  proceeds
      received by the II-E Partnership during the first quarter were included in
      the II-E  Partnership's  cash  distribution  paid  during  May  1999.  The
      proceeds  received  during  the  second  quarter  by  the  II-D  and  II-E
      Partnerships will be included in the Partnerships'  cash  distributions to
      be paid in August 1999.


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

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis  of results of  operations  provided  below.  The most  important
      variable  affecting the Partnerships'  revenues is the prices received for
      the  sale of oil and gas.  Due to the  volatility  of oil and gas  prices,
      forecasting  future prices is subject to great uncertainty and inaccuracy.
      Substantially  all of the Partnerships' gas reserves are being sold on the
      "spot market".  Prices on the spot market are subject to wide seasonal and
      regional pricing  fluctuations due to the highly competitive nature of the
      spot market. Such spot market sales are generally short-term in nature and
      are dependent upon the obtaining of  transportation  services  provided by
      pipelines.  In addition,  crude oil prices were  recently at or near their
      lowest  level in the past decade due  primarily  to the global  surplus of
      crude oil.  However,  as of the date of this  Quarterly  Report oil prices
      have rebounded  primarily due to a decrease in the global oil surplus as a
      result of production  curtailments by several major oil producing nations.
      Management is unable to predict whether future oil and gas prices will (i)
      stabilize, (ii) increase, or (iii) decrease.



                                      -39-
<PAGE>




      II-A PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                  1999             1998
                                                --------         --------
      Oil and gas sales                         $834,862         $896,499
      Oil and gas production expenses           $300,009         $341,245
      Barrels produced                            20,351           24,402
      Mcf produced                               274,373          306,092
      Average price/Bbl                         $  14.17         $  11.73
      Average price/Mcf                         $   1.99         $   1.99

      As shown in the table  above,  total oil and gas sales  decreased  $61,637
      (6.9%) for the three  months  ended June 30, 1999 as compared to the three
      months ended June 30, 1998. Of this  decrease,  approximately  $47,000 and
      $63,000, respectively, were related to decreases in volumes of oil and gas
      sold,   which   decreases  were   partially   offset  by  an  increase  of
      approximately  $49,000  related to an increase in the average price of oil
      sold.  Volumes of oil and gas sold decreased 4,051 barrels and 31,719 Mcf,
      respectively,  for the three months ended June 30, 1999 as compared to the
      three months ended June 30, 1998.  The decrease in volumes of oil sold was
      primarily due to (i) positive prior period volume  adjustments made by the
      purchaser on two significant  wells during the three months ended June 30,
      1998 and (ii) normal  declines in  production.  The decrease in volumes of
      gas sold was primarily due to normal  declines in production.  Average oil
      prices  increased  to $14.17 per barrel  for the three  months  ended June
      30,1999  from $11.73 per barrel for the three  months ended June 30, 1998.
      Average gas prices  remained  constant at $1.99 for the three months ended
      June 30, 1999 and for the three months ended June 30, 1998.

      The II-A Partnership sold certain oil and gas properties  during the three
      months ended June 30, 1998 and  recognized a $205,857  gain on such sales.
      No such gains were  recognized on sales of oil and gas  properties  during
      the three months ended June 30, 1999.

      As  discussed  in  Liquidity  and  Capital   Resources   above,  the  II-A
      Partnership  recognized an insurance  settlement in the amount of $202,500
      during the three  months  ended  June 30,  1999.  No  similar  settlements
      occurred during the three months ended June 30, 1998.



                                      -40-
<PAGE>




      The II-A Partnership recognized a gas contract settlement in the amount of
      $1,710,190  during the three months ended June 30, 1998.  This  settlement
      involved claims made for take or pay  deficiencies  and gas pricing issues
      arising out of a gas purchase contract.  No similar  settlements  occurred
      during the three months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $41,236  (12.1%) for the three months ended
      June 30, 1999 as compared to the three months  ended June 30,  1998.  This
      decrease was primarily due to (i) a decrease in lease  operating  expenses
      associated  with the  decreases  in volumes of oil and gas sold and (ii) a
      decrease  in  production  taxes  associated  with  production  tax credits
      received  from the operator on several wells during the three months ended
      June 30,  1999.  As a  percentage  of oil and gas  sales,  these  expenses
      decreased to 35.9% for the three months ended June 30, 1999 from 38.1% for
      the three  months  ended  June 30,  1998.  This  percentage  decrease  was
      primarily due to the increase in the average price of oil sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $19,508  (12.0%)  for the three  months  ended June 30, 1999 as
      compared  to the three  months  ended June 30,  1998.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas  sold.  As a
      percentage of oil and gas sales,  this expense  decreased to 17.2% for the
      three  months  ended June 30, 1999 from 18.2% for the three  months  ended
      June 30, 1998.

      General and administrative  expenses remained  relatively constant for the
      three  months  ended June 30, 1999 as compared to the three  months  ended
      June 30,  1998.  As a  percentage  of oil and gas  sales,  these  expenses
      increased to 16.2% for the three months ended June 30, 1999 from 15.2% for
      the three months ended June 30, 1998.

      SIX MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1998.

                                                Six Months Ended June 30,
                                                -------------------------
                                                   1999             1998
                                                ----------       ----------
      Oil and gas sales                         $1,494,025       $1,932,820
      Oil and gas production expenses           $  631,169       $  711,918
      Barrels produced                              43,675           46,448
      Mcf produced                                 534,942          619,915
      Average price/Bbl                         $    12.32       $    13.69
      Average price/Mcf                         $     1.79       $     2.09



                                      -41-
<PAGE>



      As shown in the table above,  total oil and gas sales  decreased  $438,795
      (22.7%)  for the six months  ended June 30,  1999 as  compared  to the six
      months ended June 30, 1998. Of this  decrease,  approximately  $38,000 and
      $178,000,  respectively,  were  related to decreases in volumes of oil and
      gas  sold and  approximately  $60,000  and  $163,000,  respectively,  were
      related to decreases in the average prices of oil and gas sold. Volumes of
      oil and gas sold decreased 2,773 barrels and 84,973 Mcf, respectively, for
      the six months  ended June 30, 1999 as  compared  to the six months  ended
      June 30, 1998.  The decrease in volumes of gas sold was  primarily  due to
      (i) the sale of several  wells  during  1998 and (ii)  normal  declines in
      production.  Average oil and gas prices decreased to $12.32 per barrel and
      $1.79 per Mcf,  respectively,  for the six months ended June 30, 1999 from
      $13.69  per  barrel  and $2.09 per Mcf,  respectively,  for the six months
      ended June 30, 1998.

      The II-A  Partnership  sold certain oil and gas properties  during the six
      months ended June 30, 1998 and  recognized a $652,721  gain on such sales.
      No such gains were recognized during the six months ended June 30, 1999.

      As  discussed  in  Liquidity  and  Capital   Resources   above,  the  II-A
      Partnership  recognized an insurance  settlement in the amount of $202,500
      during the six months ended June 30, 1999. No similar settlements occurred
      during the six months ended June 30, 1998.

      The II-A Partnership recognized a gas contract settlement in the amount of
      $1,710,190  during the six months  ended June 30,  1998.  This  settlement
      involved claims made for take or pay  deficiencies  and gas pricing issues
      arising out of a gas purchase contract.  No similar  settlements  occurred
      during the six months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $80,749 (11.3%) for the six months ended June
      30, 1999 as compared to the six months ended June 30, 1998.  This decrease
      was primarily due to (i) a decrease in production  taxes  associated  with
      the  decrease in oil and gas sales,  (ii) a decrease in  production  taxes
      associated  with  production  tax credits  received  from the  operator on
      several  wells  during the six months  ended  June 30,  1999,  and (iii) a
      decrease in lease  operating  expenses  associated  with the  decreases in
      volumes of oil and gas sold.  These  decreases  were  partially  offset by
      workover  expenses incurred on two significant wells during the six months
      ended June 30, 1999 in order to improve the  recovery  of  reserves.  As a
      percentage of oil and gas sales, these expenses increased to 42.2% for the
      six months  ended June 30,  1999 from 36.8% for the six months  ended June
      30, 1998. This  percentage  increase was primarily due to the decreases in
      the average prices of oil and gas sold.



                                      -42-
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $35,252  (10.9%)  for the six  months  ended  June 30,  1999 as
      compared  to the six  months  ended  June  30,  1998.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas  sold.  As a
      percentage of oil and gas sales,  this expense  increased to 19.3% for the
      six months  ended June 30,  1999 from 16.7% for the six months  ended June
      30, 1998. This  percentage  increase was primarily due to the decreases in
      the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant for the
      six months  ended June 30, 1999 as  compared to the six months  ended June
      30, 1998. As a percentage of oil and gas sales,  these expenses  increased
      to 20.6% for the six  months  ended  June 30,  1999 from 15.8% for the six
      months ended June 30, 1998. This percentage  increase was primarily due to
      the decrease in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling  $46,949,357  or 96.95% of the  Limited  Partners'  capital
      contributions. II-B PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                  1999              1998
                                                --------          --------
      Oil and gas sales                         $569,351          $634,517
      Oil and gas production expenses           $218,598          $211,199
      Barrels produced                            13,121            12,845
      Mcf produced                               196,375           235,275
      Average price/Bbl                         $  14.48          $  13.75
      Average price/Mcf                         $   1.93          $   1.95

      As shown in the table  above,  total oil and gas sales  decreased  $65,166
      (10.3%) for the three  months ended June 30, 1999 as compared to the three
      months ended June 30, 1998. Of this  decrease,  approximately  $76,000 was
      related to a decrease in volumes of gas sold.  This decrease was partially
      offset by an increase of  approximately  $10,000 related to an increase in
      the average price of oil sold.  Volumes of oil sold increased 276 barrels,
      while volumes of gas sold decreased  38,900 Mcf for the three months ended
      June 30, 1999 as compared to the three  months  ended June 30,  1998.  The
      decrease in volumes of gas sold was primarily  due to (i) normal  declines
      in production and (ii) the shutting-in of one significant  well to perform
      a workover during the three months ended June 30, 1999. Average oil prices
      increased to $14.48 per barrel for the three months ended



                                      -43-
<PAGE>



      June 30,  1999 from  $13.75  per barrel  for the three  months  ended June
      30,1998.  Average  gas  prices  decreased  to $1.93  per Mcf for the three
      months  ended June 30, 1999 from $1.95 per Mcf for the three  months ended
      June30, 1998.

      The II-B Partnership recognized a gas contract settlement in the amount of
      $2,793,295  during the three months ended June 30, 1998.  This  settlement
      involved claims made for take or pay  deficiencies  and gas pricing issues
      arising out of a gas purchase contract.  No similar  settlements  occurred
      during the three months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased $7,399 (3.5%) for the three months ended June
      30,  1999 as  compared  to the three  months  ended  June 30,  1998.  This
      increase  was  primarily  due  to  workover   expenses   incurred  on  two
      significant  wells during the three months ended June 30, 1999 in order to
      improve the recovery of reserves.  This increase was partially offset by a
      decrease in production  taxes  associated with the decrease in oil and gas
      sales and a  decrease  in lease  operating  expenses  associated  with the
      decrease  in volumes of gas sold.  As a  percentage  of oil and gas sales,
      these expenses increased to 38.4% for the three months ended June 30, 1999
      from 33.3% for the three  months  ended  June 30,  1998.  This  percentage
      increase was primarily due to the 1999 workover expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $10,693  (11.0%)  for the three  months  ended June 30, 1999 as
      compared  to the three  months  ended June 30,  1998.  This  decrease  was
      primarily  due to the decrease in volumes of gas sold.  As a percentage of
      oil and gas sales, this expense remained  relatively constant at 15.2% for
      the three  months ended June 30, 1999 and 15.3% for the three months ended
      June 30, 1998.

      General and administrative  expenses decreased $1,702 (1.7%) for the three
      months  ended June 30, 1999 as compared to the three months ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      17.8% for the three  months  ended June 30,  1999 from 16.2% for the three
      months ended June 30, 1998. This percentage  increase was primarily due to
      the decrease in oil and gas sales.




                                      -44-
<PAGE>




      SIX MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1998.

                                                 Six Months Ended June 30,
                                                 -------------------------
                                                   1999              1998
                                                ----------        ----------
      Oil and gas sales                         $1,085,725        $1,429,973
      Oil and gas production expenses           $  492,022        $  505,849
      Barrels produced                              28,053            28,756
      Mcf produced                                 417,162           472,287
      Average price/Bbl                         $    12.50        $    15.06
      Average price/Mcf                         $     1.76        $     2.11

      As shown in the table above,  total oil and gas sales  decreased  $344,248
      (24.1%)  for the six months  ended June 30,  1999 as  compared  to the six
      months ended June 30, 1998. Of this  decrease,  approximately  $11,000 and
      $116,000,  respectively,  were  related to decreases in volumes of oil and
      gas  sold and  approximately  $72,000  and  $145,000,  respectively,  were
      related to decreases in the average prices of oil and gas sold. Volumes of
      oil and gas sold decreased 703 barrels and 55,125 Mcf,  respectively,  for
      the six months  ended June 30, 1999 as  compared  to the six months  ended
      June 30, 1998.  The decrease in volumes of gas sold was  primarily  due to
      (i) normal  declines  in  production  and (ii) the sale of  several  wells
      during 1998. Average oil and gas prices decreased to $12.50 per barrel and
      $1.76 per Mcf,  respectively,  for the six months ended June 30, 1999 from
      $15.06  per  barrel  and $2.11 per Mcf,  respectively,  for the six months
      ended June 30, 1998.

      The II-B Partnership recognized a gas contract settlement in the amount of
      $2,793,295  during the six months  ended June 30,  1998.  This  settlement
      involved claims made for take or pay  deficiencies  and gas pricing issues
      arising out of a gas purchase contract.  No similar  settlements  occurred
      during the six months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased  $13,827 (2.7%) for the six months ended June
      30, 1999 as compared to the six months ended June 30, 1998.  This decrease
      was primarily due to (i) a decrease in production  taxes  associated  with
      the  decrease in oil and gas sales and (ii) a decrease in lease  operating
      expenses associated with the decrease in volumes of oil and gas sold. This
      decrease  was  partially  offset  by  workover  expenses  incurred  on two
      significant  wells  during the six months  ended June 30, 1999 in order to
      improve the  recovery of reserves.  As a percentage  of oil and gas sales,
      these  expenses  increased to 45.3% for the six months ended June 30, 1999
      from  35.4%  for the six  months  ended  June 30,  1998.  This  percentage
      increase was primarily due to the



                                      -45-
<PAGE>



      decreases  in the  average  prices  of oil and  gas  sold  and the  1999
      workover expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $16,545  (8.2%)  for the six  months  ended  June  30,  1999 as
      compared to the six months ended June 30, 1998. As a percentage of oil and
      gas sales,  this expense  increased to 17.0% for the six months ended June
      30,  1999  from  14.1%  for the six  months  ended  June  30,  1998.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant for the
      six months  ended June 30, 1999 as  compared to the six months  ended June
      30, 1998. As a percentage of oil and gas sales,  these expenses  increased
      to 21.1% for the six  months  ended  June 30,  1999 from 16.1% for the six
      months ended June 30, 1998. This percentage  increase was primarily due to
      the decrease in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling  $34,362,916  or 95.00% of the  Limited  Partners'  capital
      contributions.

      II-C PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                  Three Months Ended June 30,
                                                  ---------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $283,362         $274,090
      Oil and gas production expenses             $ 93,518         $ 90,520
      Barrels produced                               4,090            3,845
      Mcf produced                                 114,864          117,133
      Average price/Bbl                           $  16.10         $  14.59
      Average price/Mcf                           $   1.89         $   1.86

      As shown in the table  above,  total oil and gas  sales  increased  $9,272
      (3.4%) for the three  months  ended June 30, 1999 as compared to the three
      months ended June 30, 1998.  Of this  increase,  approximately  $3,000 was
      related to an increase in volumes of oil sold and approximately $6,000 and
      $4,000,  respectively,  were related to increases in the average prices of
      oil and gas sold. These increases were significantly  offset by a decrease
      of  approximately  $4,000  related to a  decrease  in volumes of gas sold.
      Volumes  of oil sold  increased  245  barrels,  while  volumes of gas sold
      decreased  2,269 Mcf for the three  months ended June 30, 1999 as compared
      to the three  months  ended  June 30,  1998.  Average  oil and gas  prices
      increased  to $16.10 per barrel and $1.89 per Mcf,  respectively,  for the
      three months ended



                                      -46-
<PAGE>



      June 30, 1999 from $14.59 per barrel and $1.86 per Mcf, respectively,  for
      the three months ended June 30, 1998.

      The II-C Partnership recognized a gas contract settlement in the amount of
      $1,197,148  during the three months ended June 30, 1998.  This  settlement
      involved claims made for take or pay  deficiencies  and gas pricing issues
      arising out of a gas purchase contract.  No similar  settlements  occurred
      during the three months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased $2,998 (3.3%) for the three months ended June
      30,  1999 as  compared  to the three  months  ended  June 30,  1998.  As a
      percentage of oil and gas sales, these expenses remained constant at 33.0%
      for the three  months  ended June 30, 1999 and for the three  months ended
      June 30, 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $1,109  (2.2%)  for the three  months  ended  June 30,  1999 as
      compared to the three months ended June 30, 1998.  As a percentage  of oil
      and gas sales, this expense remained  relatively constant at 18.0% for the
      three months ended June 30, 1999 and 18.2% for the three months ended June
      30, 1998.

      General and  administrative  expenses  decreased $477 (1.1%) for the three
      months  ended June 30, 1999 as compared to the three months ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      15.5% for the three  months  ended June 30,  1999 from 16.2% for the three
      months ended June 30, 1998.

      SIX MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1998.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $524,665         $642,625
      Oil and gas production expenses             $204,682         $202,822
      Barrels produced                               8,791            8,849
      Mcf produced                                 231,248          254,188
      Average price/Bbl                           $  13.27         $  14.87
      Average price/Mcf                           $   1.76         $   2.01

      As shown in the table above,  total oil and gas sales  decreased  $117,960
      (18.4%) for the three  months ended June 30, 1999 as compared to the three
      months ended June 30, 1998. Of this  decrease,  approximately  $46,000 was
      related to a decrease in volumes of gas sold and approximately $14,000 and
      $57,000, respectively,  were related to decreases in the average prices of
      oil and gas sold. Volumes of oil



                                      -47-
<PAGE>



      and gas sold  decreased 58 barrels and 22,940 Mcf,  respectively,  for the
      six months  ended June 30, 1999 as  compared to the six months  ended June
      30,  1998.  Average oil and gas prices  decreased to $13.27 per barrel and
      $1.76 per Mcf,  respectively,  for the six months ended June 30, 1999 from
      $14.87  per  barrel  and $2.01 per Mcf,  respectively,  for the six months
      ended June 30, 1998.

      The II-C Partnership recognized a gas contract settlement in the amount of
      $1,197,148  during the six months  ended June 30,  1998.  This  settlement
      involved claims made for take or pay  deficiencies  and gas pricing issues
      arising out of a gas purchase contract.  No similar  settlements  occurred
      during the six months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) remained  relatively  constant for the six months ended
      June 30,  1999 as  compared  to the six  months  ended June 30,  1998.  An
      increase   primarily  due  to  (i)  workover   expenses  incurred  on  one
      significant  well  during the six months  ended June 30,  1999 in order to
      improve the recovery of reserves and (ii) positive prior period production
      tax adjustments made by the purchaser on two significant  wells during the
      six months ended June 30, 1999, was  substantially  offset by decreases in
      (i) lease operating  expenses  associated with the decreases in volumes of
      oil and gas sold and (ii) production taxes associated with the decrease in
      oil and gas sales.  As a percentage of oil and gas sales,  these  expenses
      increased  to 39.0% for the six months  ended June 30, 1999 from 31.6% for
      the six months ended June 30, 1998. This percentage increase was primarily
      due to (i) the decreases in the average  prices of oil and gas sold,  (ii)
      the 1999 workover expenses and (iii) the 1999 production tax adjustments.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $5,468 (5.0%) for the six months ended June 30, 1999 as compared
      to the six months ended June 30, 1998.  This decrease was primarily due to
      the  decreases in volumes of oil and gas sold.  As a percentage of oil and
      gas sales,  this expense  increased to 19.8% for the six months ended June
      30,  1999  from  17.1%  for the six  months  ended  June  30,  1998.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant for the
      six months  ended June 30, 1999 as  compared to the six months  ended June
      30, 1998. As a percentage of oil and gas sales,  these expenses  increased
      to 18.8% for the six  months  ended  June 30,  1999 from 15.4% for the six
      months ended June 30, 1998. This percentage  increase was primarily due to
      the decrease in oil and gas sales.



                                      -48-
<PAGE>



      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling  $15,616,686  or 101.0% of the  Limited  Partners'  capital
      contributions.

      II-D PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                   1999              1998
                                                 --------          --------
      Oil and gas sales                          $620,800          $633,539
      Oil and gas production expenses            $249,225          $266,647
      Barrels produced                              9,309             8,665
      Mcf produced                                254,162           281,157
      Average price/Bbl                          $  14.46          $  11.49
      Average price/Mcf                          $   1.91          $   1.90

      As shown in the table  above,  total oil and gas sales  decreased  $12,739
      (2.0%) for the three  months  ended June 30, 1999 as compared to the three
      months ended June 30, 1998. Of this  decrease,  approximately  $51,000 was
      related  to  a  decrease  in  volumes  of  gas  sold.  This  decrease  was
      significantly  offset by  increases of  approximately  $28,000 and $3,000,
      respectively,  related to increases  in the average  prices of oil and gas
      sold and  approximately  $7,000  related to an  increase in volumes of oil
      sold. Volumes of oil sold increased 644 barrels, while volumes of gas sold
      decreased  26,995 Mcf for the three months ended June 30, 1999 as compared
      to the three  months  ended  June 30,  1998.  Average  oil and gas  prices
      increased  to $14.46 per barrel and $1.91 per Mcf,  respectively,  for the
      three months ended June 30, 1999 from $11.49 per barrel and $1.90 per Mcf,
      respectively, for the three months ended June 30, 1998.

      The II-D Partnership recognized a gas contract settlement in the amount of
      $3,033,283  during the three months ended June 30, 1998.  This  settlement
      involved claims made for take or pay  deficiencies  and gas pricing issues
      arising out of a gas purchase contract.  No similar  settlements  occurred
      during the three months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $17,422 (6.5%) for the three months ended June
      30,  1999 as  compared  to the three  months  ended  June 30,  1998.  This
      decrease  was  primarily  due  to  workover   expenses   incurred  on  two
      significant  wells during the three months ended June 30, 1998 in order to
      improve the recovery of reserves. This decrease was partially offset by an
      increase in production  taxes due to positive prior period  production tax
      adjustments made by the purchaser on three significant wells



                                      -49-
<PAGE>



      during the three months ended June 30,  1999.  As a percentage  of oil and
      gas sales,  these  expenses  decreased to 40.1% for the three months ended
      June 30, 1999 from 42.1% for the three months ended June 30, 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $6,909  (6.0%)  for the three  months  ended  June 30,  1999 as
      compared to the three months ended June 30, 1998.  As a percentage  of oil
      and gas sales,  this expense decreased to 17.3% for the three months ended
      June 30, 1999 from 18.1% for the three months ended June 30, 1998.

      General and  administrative  expenses decreased 1,488 (1.6%) for the three
      months  ended June 30, 1999 as compared to the three months ended June 30,
      1998.  As a  percentage  of oil and gas  sales,  these  expenses  remained
      relatively  constant at 14.3% for the three months ended June 30, 1999 and
      14.2% for the three months ended June 30, 1998.

      The II-D  Partnership  achieved  payout during the three months ended June
      30, 1999.  After payout,  operations and revenues for the II-D Partnership
      have been and will be  allocated  using after  payout  percentages.  After
      payout  percentages  allocate  operating  income and  expenses  10% to the
      General Partner and 90% to the Limited Partners.  Before payout, operating
      income and expenses  were  allocated 5% to the General  Partner and 95% to
      the Limited Partners. See the Partnerships' Annual report on Form 10-K for
      the year ended December 31, 1998 for a further  discussion of pre and post
      payout allocations of income and expense.

      SIX MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1998.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                     1999            1998
                                                 ----------       ----------
      Oil and gas sales                          $1,126,215       $1,345,511
      Oil and gas production expenses            $  534,774       $  588,283
      Barrels produced                               18,613           20,494
      Mcf produced                                  477,982          539,314
      Average price/Bbl                          $    12.33       $    13.57
      Average price/Mcf                          $     1.88       $     1.98

      As shown in the table above,  total oil and gas sales  decreased  $219,296
      (16.3%)  for the six months  ended June 30,  1999 as  compared  to the six
      months ended June 30, 1998. Of this  decrease,  approximately  $26,000 and
      $121,000,  respectively,  were  related to decreases in volumes of oil and
      gas sold and approximately $23,000 and $49,000, respectively, were related
      to decreases in the average prices of oil and gas sold. Volumes of oil and
      gas sold decreased 1,881



                                      -50-
<PAGE>



      barrels and 61,332 Mcf,  respectively,  for the six months  ended June 30,
      1999 as compared to the six months  ended June 30,  1998.  The decrease in
      volumes of gas sold was  primarily  due to (i) the sale of  several  wells
      during 1998 and (ii) normal  declines in  production.  Average oil and gas
      prices decreased to $12.33 per barrel and $1.88 per Mcf, respectively, for
      the six months  ended June 30,  1999 from  $13.57 per barrel and $1.98 per
      Mcf, respectively, for the six months ended June 30, 1998.

      The II-D  Partnership  sold certain oil and gas properties  during the six
      months  ended June 30, 1999 and  recognized  a $36,944 gain on such sales.
      Sales of oil and gas properties  during the six months ended June 30, 1998
      resulted in the II-D Partnership recognizing similar gains of $508,895.

      The II-D Partnership recognized a gas contract settlement in the amount of
      $3,033,283  during the six  months  ended June  30,1998.  This  settlement
      involved claims made for take or pay  deficiencies  and gas pricing issues
      arising out of a gas purchase contract.  No similar  settlements  occurred
      during the six months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased  $53,509 (9.1%) for the six months ended June
      30, 1999 as compared to the six months ended June 30, 1998.  This decrease
      was primarily due to (i) a decrease in lease operating expenses associated
      with the  decreases  in volumes of oil and gas sold and (ii) a decrease in
      production taxes associated with the decrease in oil and gas sales.  These
      decreases  were  partially  offset by  workover  expenses  incurred on one
      significant  well  during the six months  ended June 30,  1999 in order to
      improve the  recovery of reserves.  As a percentage  of oil and gas sales,
      these  expenses  increased to 47.5% for the six months ended June 30, 1999
      from  43.7%  for the six  months  ended  June 30,  1998.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $22,967  (10.1%)  for the six  months  ended  June 30,  1999 as
      compared  to the six  months  ended  June  30,  1998.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas  sold.  As a
      percentage of oil and gas sales,  this expense  increased to 18.2% for the
      six months  ended June 30,  1999 from 16.9% for the six months  ended June
      30, 1998. This  percentage  increase was primarily due to the decreases in
      the average prices of oil and gas sold.



                                      -51-
<PAGE>



      General and administrative  expenses remained  relatively constant for the
      six months  ended June 30, 1999 as  compared to the six months  ended June
      30, 1998. As a percentage of oil and gas sales,  these expenses  increased
      to 17.7% for the six  months  ended  June 30,  1999 from 14.9% for the six
      months ended June 30, 1998. This percentage  increase was primarily due to
      the decrease in oil and gas sales.

      The II-D Partnership  achieved payout during the six months ended June 30,
      1999. After payout,  operations and revenues for the II-D Partnership have
      been and will be allocated  using after payout  percentages.  After payout
      percentages  allocate  operating  income and  expenses  10% to the General
      Partner and 90% to the Limited Partners.  Before payout,  operating income
      and  expenses  were  allocated  5% to the  General  Partner and 95% to the
      Limited Partners. See the Partnerships' Annual report on Form 10-K for the
      year ended  December  31,  1998 for a further  discussion  of pre and post
      payout allocations of income and expense.

      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling   $31,587,903  or  100.32%  of  Limited  Partners'  capital
      contributions.

      II-E PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $475,193         $412,505
      Oil and gas production expenses             $113,473         $141,523
      Barrels produced                               8,412           10,322
      Mcf produced                                 164,664          142,193
      Average price/Bbl                           $  15.82         $  14.02
      Average price/Mcf                           $   2.08         $   1.88

      As shown in the table  above,  total oil and gas sales  increased  $62,688
      (15.2%) for the three  months ended June 30, 1999 as compared to the three
      months ended June 30, 1998. Of this  increase,  approximately  $15,000 and
      $32,000, respectively,  were related to increases in the average prices of
      oil and gas sold and  approximately  $42,000 was related to an increase in
      the  volumes  of gas sold.  These  increases  were  partially  offset by a
      decrease of approximately  $27,000 related to a decrease in volumes of oil
      sold.  Volumes of oil sold decreased  1,910 barrels,  while volumes of gas
      sold  increased  22,471 Mcf for the three  months  ended June 30,  1999 as
      compared to the three months ended June 30, 1998.  The decrease in volumes
      of oil sold was primarily due to positive prior period volume



                                      -52-
<PAGE>



      adjustments  made by the purchasers on three wells during the three months
      ended June 30, 1998. The increase in volumes of gas sold was primarily due
      to (i) receipt of a decreased  percentage of sales on one significant well
      during  the  three  months  ended  June 30,  1998 and (ii) the  successful
      completion  of  another  significant  well in late  1998 in which the II-E
      Partnership  owns an  overriding  royalty  interest.  Average  oil and gas
      prices increased to $15.82 per barrel and $2.08 per Mcf, respectively, for
      the three  months ended June 30, 1999 from $14.02 per barrel and $1.88 per
      Mcf, respectively, for the three months ended June 30, 1998.

      The II-E Partnership recognized a gas contract settlement in the amount of
      $6,158,619  during the three months ended June 30, 1998.  This  settlement
      involved claims made for take or pay  deficiencies  and gas pricing issues
      arising out of a gas purchase contract.  No similar  settlements  occurred
      during the three months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $28,050  (19.8%) for the three months ended
      June 30, 1999 as compared to the three months  ended June 30,  1998.  This
      decrease  was  primarily  due  to  workover   expenses   incurred  on  one
      significant  well during the three  months ended June 30, 1998 in order to
      improve the  recovery of reserves.  As a percentage  of oil and gas sales,
      these expenses decreased to 23.9% for the three months ended June 30, 1999
      from 34.3% for the three  months  ended  June 30,  1998.  This  percentage
      decrease  was  primarily  due to  the  dollar  decrease  in  oil  and  gas
      production expenses and the increases in the average prices of oil and gas
      sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $7,035  (5.8%)  for the three  months  ended  June 30,  1999 as
      compared  to the three  months  ended June 30,  1998.  This  decrease  was
      primarily  due to an upward  revision  in the  estimate of  remaining  gas
      reserves at December 31, 1998,  which decrease was partially offset by the
      increase  in volumes of gas sold.  As a  percentage  of oil and gas sales,
      this  expense  decreased to 24.2% for the three months ended June 30, 1999
      from 29.6% for the three  months  ended  June 30,  1998.  This  percentage
      decrease  was  primarily  due  to the  dollar  decrease  in  depreciation,
      depletion, and amortization and the increases in the average prices of oil
      and gas sold.

      General and administrative  expenses decreased $3,980 (5.8%) for the three
      months  ended June 30, 1999 as compared to the three months ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      13.6% for the three  months  ended June 30,  1999 from 16.7% for the three
      months ended June 30, 1998. This percentage  decrease was primarily due to
      the increase in oil and gas sales.




                                      -53-
<PAGE>



SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1998.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $803,244         $890,830
      Oil and gas production expenses             $261,206         $307,247
      Barrels produced                              17,272           18,722
      Mcf produced                                 318,863          320,042
      Average price/Bbl                           $  13.43         $  14.21
      Average price/Mcf                           $   1.79         $   1.95

      As shown in the table  above,  total oil and gas sales  decreased  $87,586
      (9.8%)  for the six  months  ended June 30,  1999 as  compared  to the six
      months ended June 30, 1998. Of this  decrease,  approximately  $13,000 and
      $51,000, respectively,  were related to decreases in the average prices of
      oil and gas sold and  approximately  $21,000  was related to a decrease in
      volumes of oil sold.  Volumes of oil and gas sold decreased  1,450 barrels
      and 1,179 Mcf,  respectively,  for the six months  ended June 30,  1999 as
      compared to the six months ended June 30, 1998. Average oil and gas prices
      decreased  to $13.43 per barrel and $1.79 per Mcf,  respectively,  for the
      six months  ended June 30,  1999 from $14.21 per barrel and $1.95 per Mcf,
      respectively, for the six months ended June 30, 1998.

      The II-E Partnership recognized a gas contract settlement in the amount of
      $6,158,619  during the six months  ended June 30,  1998.  This  settlement
      involved claims made for take or pay  deficiencies  and gas pricing issues
      arising out of a gas purchase contract.  No similar  settlements  occurred
      during the six months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $46,041 (15.0%) for the six months ended June
      30, 1999 as compared to the six months ended June 30, 1998.  This decrease
      was primarily  due to (i) workover  expenses  incurred on two  significant
      wells  during the six months  ended June 30,  1998 in order to improve the
      recovery of reserves and (ii) a decrease in  production  taxes  associated
      with the  decrease in oil and gas sales.  As a  percentage  of oil and gas
      sales, these expenses decreased to 32.5% for the six months ended June 30,
      1999 from 34.5% for the six months ended June 30, 1998.



                                      -54-
<PAGE>



      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $32,668  (12.6%)  for the six  months  ended  June 30,  1999 as
      compared  to the six  months  ended  June  30,  1998.  This  decrease  was
      primarily  due to an upward  revision  in the  estimate of  remaining  gas
      reserves at December 31, 1998 and the  decreases in volumes of oil and gas
      sold.  As a percentage  of oil and gas sales,  this  expense  decreased to
      28.1% for the six months ended June 30, 1999 from 29.0% for the six months
      ended June 30, 1998.

      General and  administrative  expenses  decreased $3,913 (2.6%) for the six
      months  ended June 30, 1999 as  compared to the six months  ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      18.1% for the six months ended June 30, 1999 from 16.8% for the six months
      ended June 30, 1998.

      The II-E  Partnership  should achieve payout during the three months ended
      September  30, 1999.  After payout,  operations  and revenues for the II-E
      Partnership will be allocated using after payout percentages. After payout
      percentages  allocate  operating  income and  expenses  10% to the General
      Partner and 90% to the Limited Partners.  Before payout,  operating income
      and  expenses  are  allocated  5% to the  General  Partner  and 95% to the
      Limited Partners. See the Partnerships' Annual report on Form 10-K for the
      year ended  December  31,  1998 for a further  discussion  of pre and post
      payout allocations of income and expense.

      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling   $22,821,574  or  99.74%  of  Limited   Partners'  capital
      contributions.

      II-F PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                  Three Months Ended June 30,
                                                  ---------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $376,944         $388,884
      Oil and gas production expenses             $ 79,088         $ 88,032
      Barrels produced                               9,100           10,980
      Mcf produced                                 131,212          114,372
      Average price/Bbl                           $  14.94         $  15.81
      Average price/Mcf                           $   1.84         $   1.88

      As shown in the table  above,  total oil and gas sales  decreased  $11,940
      (3.1%) for the three  months  ended June 30, 1999 as compared to the three
      months ended June 30, 1998.  Of this  decrease,  approximately  $8,000 and
      $6,000, respectively, were related to decreases in the average



                                      -55-
<PAGE>



      prices of oil and gas sold and  approximately  $30,000  was  related  to a
      decrease in volumes of oil sold. These decreases were significantly offset
      by an increase of approximately  $32,000 related to an increase in volumes
      of gas sold. Volumes of oil sold decreased 1,880 barrels, while volumes of
      gas sold increased  16,840 Mcf for the three months ended June 30, 1999 as
      compared to the three months ended June 30, 1998.  The decrease in volumes
      of oil sold was primarily due to positive prior period volume  adjustments
      made by the  purchaser  on two  significant  wells during the three months
      ended June 30, 1998. The increase in volumes of gas sold was primarily due
      to increased  production  due to (i) the  successful  recompletion  of one
      significant well in late 1998 and (ii) repairs on another significant well
      in 1998.  Average  oil and gas prices  decreased  to $14.94 per barrel and
      $1.84 per Mcf, respectively, for the three months ended June 30, 1999 from
      $15.81 per barrel and $1.88 per Mcf,  respectively,  for the three  months
      ended June 30, 1998.

      The II-F Partnership sold certain oil and gas properties  during the three
      months ended June 30, 1999 and recognized a $305 gain on such sales. Sales
      of oil and gas  properties  during the three  months  ended June 30,  1998
      resulted  in the  II-F  Partnership  recognizing  similar  gains  totaling
      $538,754.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $8,944 (10.2%) for the three months ended June
      30,  1999 as  compared  to the three  months  ended  June 30,  1998.  This
      decrease was primarily due to (i) a decrease in production taxes primarily
      due to relief measures  enacted by several states due to low oil prices in
      recent months and (ii) workover  expenses incurred on one significant well
      during  the three  months  ended  June 30,  1998 in order to  improve  the
      recovery of reserves. As a percentage of oil and gas sales, these expenses
      decreased to 21.0% for the three months ended June 30, 1999 from 22.6% for
      the three months ended June 30, 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $830 (1.0%) for the three months ended June 30, 1999 as compared
      to the three months ended June 30,  1998.  As a percentage  of oil and gas
      sales,  this expense remained  relatively  constant at 21.9% for the three
      months  ended June 30, 1999 and 21.5% for the three  months ended June 30,
      1998.

      General and  administrative  expenses  increased $476 (1.0%) for the three
      months  ended June 30, 1999 as compared to the three months ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      12.8% for the three  months  ended June 30,  1999 from 12.2% for the three
      months ended June 30, 1998.




                                      -56-
<PAGE>



SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1998.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $771,173         $820,953
      Oil and gas production expenses             $237,089         $202,863
      Barrels produced                              19,581           20,785
      Mcf produced                                 317,796          257,819
      Average price/Bbl                           $  12.48         $  14.99
      Average price/Mcf                           $   1.66         $   1.98

      As shown in the table  above,  total oil and gas sales  decreased  $49,780
      (6.1%)  for the six  months  ended June 30,  1999 as  compared  to the six
      months ended June 30, 1998. Of this  decrease,  approximately  $49,000 and
      $101,000, respectively, were related to decreases in the average prices of
      oil and gas sold and  approximately  $18,000  was related to a decrease in
      volumes of oil sold.  These decreases were partially offset by an increase
      of  approximately  $119,000 related to an increase in volumes of gas sold.
      Volumes of oil sold  decreased  1,204  barrels,  while volumes of gas sold
      increased 59,977 Mcf for the six months ended June 30, 1999 as compared to
      the six months  ended June 30,  1998.  The increase in volumes of gas sold
      was primarily due to (i) a positive prior period volume adjustment made by
      the operator on one significant  well during the six months ended June 30,
      1999 and (ii) an increase in production due to the successful recompletion
      of  another  significant  well in late  1998.  Average  oil and gas prices
      decreased  to $12.48 per barrel and $1.66 per Mcf,  respectively,  for the
      six months  ended June 30,  1999 from $14.99 per barrel and $1.98 per Mcf,
      respectively, for the six months ended June 30, 1998.

      The II-F  Partnership  sold certain oil and gas properties  during the six
      months  ended June 30,  1999 and  recognized  a $1,203 gain on such sales.
      Sales of oil and gas properties  during the six months ended June 30, 1998
      resulted  in the  II-F  Partnership  recognizing  similar  gains  totaling
      $655,945.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased $34,226 (16.9%) for the six months ended June
      30, 1999 as compared to the six months ended June 30, 1998.  This increase
      was primarily due to (i) ad valorem taxes paid during the six months ended
      June  30,  1999,  (ii)  positive  prior  period  lease  operating  expense
      adjustments  made by the  operator on several  wells during the six months
      ended  June  30,  1999,  and  (iii)  workover  expenses  incurred  on  one
      significant  well  during the six months  ended June 30,  1999 in order to
      improve the  recovery of reserves.  As a percentage  of oil and gas sales,
      these expenses increased to 30.7% for the six months ended June 30, 1999



                                      -57-
<PAGE>



      from  24.7%  for the six  months  ended  June 30,  1998.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold and the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $16,461  (9.3%)  for the six  months  ended  June  30,  1999 as
      compared to the six months ended June 30, 1998. As a percentage of oil and
      gas sales,  this expense  increased to 25.1% for the six months ended June
      30,  1999  from  21.6%  for the six  months  ended  June  30,  1998.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold.

      General and  administrative  expenses  increased $1,795 (1.7%) for the six
      months  ended June 30, 1999 as  compared to the six months  ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      14.1% for the six months ended June 30, 1999 from 13.0% for the six months
      ended June 30, 1998.

      The II-F Partnership  achieved payout during the six months ended June 30,
      1999. After payout,  operations and revenues for the II-F Partnership have
      been and will be allocated  using after payout  percentages.  After payout
      percentages  allocate  operating  income and  expenses  10% to the General
      Partner and 90% to the Limited Partners.  Before payout,  operating income
      and  expenses  were  allocated 5% to the General  Partner,  and 95% to the
      Limited Partners. See the Partnerships' Annual Report on Form 10-K for the
      year ended  December  31,  1998 for a further  discussion  of pre and post
      payout allocations of income and expense.

      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling   $17,340,051  or  101.17%  of  Limited  Partners'  capital
      contributions.




                                      -58-
<PAGE>



      II-G PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                  Three Months Ended June 30,
                                                  ---------------------------
                                                    1999            1998
                                                  --------        ---------
      Oil and gas sales                           $852,551         $834,167
      Oil and gas production expenses             $171,953         $190,119
      Barrels produced                              19,192           23,057
      Mcf produced                                 277,354          248,346
      Average price/Bbl                           $  15.25         $  15.80
      Average price/Mcf                           $   2.02         $   1.89

      As shown in the table  above,  total oil and gas sales  increased  $18,384
      (2.2%) for the three  months  ended June 30, 1999 as compared to the three
      months ended June 30, 1998. Of this  increase,  approximately  $55,000 was
      related to an  increase in volumes of gas sold and  approximately  $35,000
      was  related  to an  increase  in the  average  price of gas  sold.  These
      increases were  partially  offset by a decrease of  approximately  $61,000
      related to a decrease  in  volumes of oil sold and  approximately  $11,000
      related to a decrease  in the  average  price of oil sold.  Volumes of oil
      sold decreased 3,865 barrels,  while volumes of gas sold increased  29,008
      Mcf for the three  months  ended June 30,  1999 as  compared  to the three
      months  ended  June 30,  1998.  The  decrease  in  volumes of oil sold was
      primarily  due to positive  prior period  volume  adjustments  made by the
      purchaser on two significant  wells during the three months ended June 30,
      1998.  The increase in volumes of gas sold was  primarily due to increased
      production due to (i) the successful  recompletion of one significant well
      in late 1998 and (ii) repairs on another significant well in 1998. Average
      oil prices  decreased to $15.25 per barrel for the three months ended June
      30, 1999 from $15.80 per barrel for the three  months ended June 30, 1998.
      Average gas prices  increased  to $2.02 per Mcf for the three months ended
      June 30, 1999 from $1.89 per Mcf for the three months ended June 30, 1998.

      The II-G Partnership sold certain oil and gas properties  during the three
      months ended June 30, 1999 and recognized a $815 gain on such sales. Sales
      of oil and gas  properties  during the three  months  ended June 30,  1998
      resulted  in the  II-G  Partnership  recognizing  similar  gains  totaling
      $1,126,657.


                                      -59-
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $18,166 (9.6%) for the three months ended June
      30,  1999 as  compared  to the three  months  ended  June 30,  1998.  This
      decrease was primarily due to (i) a decrease in production taxes primarily
      due to relief measures  enacted by several states due to low oil prices in
      recent months and (ii) workover  expenses incurred on one significant well
      during  the three  months  ended  June 30,  1998 in order to  improve  the
      recovery of reserves. As a percentage of oil and gas sales, these expenses
      decreased to 20.2% for the three months ended June 30, 1999 from 22.8% for
      the three  months  ended  June 30,  1998.  This  percentage  decrease  was
      primarily due to the dollar  decrease in oil and gas  production  expenses
      and the increase in the average price of gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $4,482  (2.5%)  for the three  months  ended  June 30,  1999 as
      compared to the three months ended June 30, 1998.  As a percentage  of oil
      and gas sales,  this expense decreased to 20.6% for the three months ended
      June 30, 1999 from 21.6% for the three months ended June 30, 1998.

      General and administrative  expenses remained  relatively constant for the
      three  months  ended June 30, 1999 as compared to the three  months  ended
      June 30,  1998.  As a  percentage  of oil and gas  sales,  these  expenses
      remained  relatively constant at 12.2% for the three months ended June 30,
      1999 and 12.4% for the three months ended June 30, 1998.

      SIX MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1998.

                                                   Six Months Ended June 30,
                                                   -------------------------
                                                     1999            1998
                                                  ----------      ----------
      Oil and gas sales                           $1,704,587      $1,748,556
      Oil and gas production expenses             $  508,795      $  434,228
      Barrels produced                                41,270          43,650
      Mcf produced                                   683,569         553,490
      Average price/Bbl                           $    12.62      $    14.98
      Average price/Mcf                           $     1.73      $     1.98

      As shown in the table  above,  total oil and gas sales  decreased  $43,969
      (2.5%)  for the six  months  ended June 30,  1999 as  compared  to the six
      months ended June 30, 1998. Of this  decrease,  approximately  $97,000 and
      $168,000, respectively, were related to decreases in the average prices of
      oil and gas sold and  approximately  $36,000  was related to a decrease in
      volumes of oil sold.  These decreases were partially offset by an increase
      of  approximately  $257,000 related to an increase in volumes of gas sold.
      Volumes of oil sold decreased 2,380 barrels, while volumes of gas sold



                                      -60-
<PAGE>



      increased  130,079 Mcf for the six months  ended June 30, 1999 as compared
      to the six months ended June 30, 1998. The increase in volumes of gas sold
      was primarily due to (i) a positive prior period volume adjustment made by
      the operator on one significant  well during the six months ended June 30,
      1999 and (ii) an increase in production due to the successful recompletion
      of  another  significant  well in late  1998.  Average  oil and gas prices
      decreased  to $12.62 per barrel and $1.73 per Mcf,  respectively,  for the
      six months  ended June 30,  1999 from $14.98 per barrel and $1.98 per Mcf,
      respectively, for the six months ended June 30, 1998.

      The II-G  Partnership  sold certain oil and gas properties  during the six
      months  ended June 30,  1999 and  recognized  a $2,693 gain on such sales.
      Sales of oil and gas properties  during the six months ended June 30, 1998
      resulted  in the  II-G  Partnership  recognizing  similar  gains  totaling
      $1,372,284.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased $74,567 (17.2%) for the six months ended June
      30, 1999 as compared to the six months ended June 30, 1998.  This increase
      was primarily due to (i) ad valorem taxes paid during the six months ended
      June  30,  1999,  (ii)  positive  prior  period  lease  operating  expense
      adjustments  made by the  operator on several  wells during the six months
      ended  June  30,  1999,  and  (iii)  workover  expenses  incurred  on  one
      significant  well  during the six months  ended June 30,  1999 in order to
      improve the  recovery of reserves.  As a percentage  of oil and gas sales,
      these  expenses  increased to 29.8% for the six months ended June 30, 1999
      from  24.8%  for the six  months  ended  June 30,  1998.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold and the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $36,969  (9.7%)  for the six  months  ended  June  30,  1999 as
      compared to the six months ended June 30, 1998. As a percentage of oil and
      gas sales,  this expense  increased to 24.5% for the six months ended June
      30,  1999  from  21.8%  for the six  months  ended  June  30,  1998.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold.

      General and  administrative  expenses  increased $3,669 (1.6%) for the six
      months  ended June 30, 1999 as  compared to the six months  ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      13.8% for the six months ended June 30, 1999 from 13.3% for the six months
      ended June 30, 1998.

      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling   $35,770,371  or  96.11%  of  Limited   Partners'  capital
      contributions.



                                      -61-
<PAGE>



      II-H PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                  Three Months Ended June 30,
                                                  ---------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $198,563         $195,270
      Oil and gas production expenses             $ 41,544         $ 46,173
      Barrels produced                               4,482            5,362
      Mcf produced                                  68,224           58,604
      Average price/Bbl                           $  14.91         $  15.82
      Average price/Mcf                           $   1.93         $   1.88

      As shown in the table  above,  total oil and gas  sales  increased  $3,293
      (1.7%) for the three  months  ended June 30, 1999 as compared to the three
      months ended June 30, 1998. Of this  increase,  approximately  $18,000 was
      related to an increase in volumes of gas sold and approximately $3,000 was
      related to an increase in the average price of gas sold.  These  increases
      were substantially offset by decreases of approximately $14,000 related to
      a decrease in volumes of oil sold and  approximately  $4,000  related to a
      decrease in the average price of oil sold.  Volumes of oil sold  decreased
      880 barrels,  while volumes of gas sold increased  9,620 Mcf for the three
      months  ended June 30, 1999 as compared to the three months ended June 30,
      1998.  The decrease in volumes of oil sold was  primarily  due to positive
      prior period volume  adjustments  made by the purchaser on two significant
      wells during the three months ended June 30, 1998. The increase in volumes
      of gas sold  was  primarily  due to  increased  production  due to (i) the
      successful  recompletion  of one  significant  well in late  1998 and (ii)
      repairs on another  significant well in 1998. Average oil prices decreased
      to $14.91 per barrel for the three  months ended June 30, 1999 from $15.82
      per barrel for the three months  ended June 30,  1998.  Average gas prices
      increased  to $1.93 per Mcf for the three  months ended June 30, 1999 from
      $1.88 per Mcf for the three months ended June 30, 1998.

      The II-H Partnership sold certain oil and gas properties  during the three
      months ended June 30, 1999 and recognized a $266 gain on such sales. Sales
      of oil and gas  properties  during the three  months  ended June 30,  1998
      resulted  in the  II-H  Partnership  recognizing  similar  gains  totaling
      $257,705.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $4,629 (10.0%) for the three months ended June
      30,  1999 as  compared  to the three  months  ended  June 30,  1998.  This
      decrease was primarily due to (i) a decrease in production taxes primarily
      due to relief



                                      -62-
<PAGE>



      measures  enacted by several states due to low oil prices in recent months
      and (ii) workover  expenses  incurred on one  significant  well during the
      three  months  ended June 30,  1998 in order to improve  the  recovery  of
      reserves.  As a percentage of oil and gas sales,  these expenses decreased
      to 20.9% for the three months ended June 30, 1999 from 23.6% for the three
      months ended June 30, 1998. 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
      remained  relatively  constant for the three months ended June 30, 1999 as
      compared to the three months ended June 30, 1998.  As a percentage  of oil
      and gas sales, this expense remained  relatively constant at 21.1% for the
      three months ended June 30, 1999 and 21.3% for the three months ended June
      30, 1998.

      General and administrative  expenses remained  relatively constant for the
      three  months  ended June 30, 1999 as compared to the three  months  ended
      June 30,  1998.  As a  percentage  of oil and gas  sales,  these  expenses
      remained  relatively constant at 12.9% for the three months ended June 30,
      1999 and 13.0% for the three months ended June 30, 1998.

      SIX MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1998.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $396,755         $412,973
      Oil and gas production expenses             $121,585         $104,513
      Barrels produced                               9,637           10,151
      Mcf produced                                 162,495          131,279
      Average price/Bbl                           $  12.47         $  14.99
      Average price/Mcf                           $   1.70         $   1.99

      As shown in the table  above,  total oil and gas sales  decreased  $16,218
      (3.9%)  for the six  months  ended June 30,  1999 as  compared  to the six
      months ended June 30, 1998. Of this  decrease,  approximately  $24,000 and
      $46,000, respectively,  were related to decreases in the average prices of
      oil and gas sold and  approximately  $8,000 was  related to a decrease  in
      volumes of oil sold.  These decreases were partially offset by an increase
      of  approximately  $62,000  related to an increase in volumes of gas sold.
      Volumes  of oil sold  decreased  514  barrels,  while  volumes of gas sold
      increased 31,216 Mcf for the six months ended June 30, 1999 as compared to
      the six months  ended June 30,  1998.  The increase in volumes of gas sold
      was primarily due to (i) a positive prior period volume adjustment made by
      the operator on one significant well during the six months ended June 30,



                                      -63-
<PAGE>



      1999 and (ii) an increase in production due to the successful recompletion
      of  another  significant  well in late  1998.  Average  oil and gas prices
      decreased  to $12.47 per barrel and $1.70 per Mcf,  respectively,  for the
      six months  ended June 30,  1999 from $14.99 per barrel and $1.99 per Mcf,
      respectively, for the six months ended June 30, 1998.

      The II-H  Partnership  sold certain oil and gas properties  during the six
      months ended June 30, 1999 and recognized a $700 gain on such sales. Sales
      of oil and gas  properties  during  the six  months  ended  June 30,  1998
      resulted  in the  II-H  Partnership  recognizing  similar  gains  totaling
      $315,023.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased $17,072 (16.3%) for the six months ended June
      30, 1999 as compared to the six months ended June 30, 1998.  This increase
      was primarily due to (i) ad valorem taxes paid during the six months ended
      June  30,  1999,  (ii)  positive  prior  period  lease  operating  expense
      adjustments  made by the  operator on several  wells during the six months
      ended  June  30,  1999,  and  (iii)  workover  expenses  incurred  on  one
      significant  well  during the six months  ended June 30,  1999 in order to
      improve the  recovery of reserves.  As a percentage  of oil and gas sales,
      these  expenses  increased to 30.6% for the six months ended June 30, 1999
      from  25.3%  for the six  months  ended  June 30,  1998.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold and the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $8,856  (10.1%)  for the six  months  ended  June  30,  1999 as
      compared  to the six  months  ended  June  30,  1998.  This  increase  was
      primarily  due to the increase in volumes of gas sold.  As a percentage of
      oil and gas  sales,  this  expense  increased  to 24.4% for the six months
      ended June 30,  1999 from 21.3% for the six  months  ended June 30,  1998.
      This percentage increase was primarily due to the decreases in the average
      prices of oil and gas sold.

      General  and  administrative  expenses  increased  $966 (1.7%) for the six
      months  ended June 30, 1999 as  compared to the six months  ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      14.6% for the six months ended June 30, 1999 from 13.8% for the six months
      ended June 30, 1998.

      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling   $8,329,364  or  90.82%  of  Limited   Partners'   capital
      contributions.




                                      -64-
<PAGE>




YEAR 2000 COMPUTER ISSUES
-------------------------

      IN GENERAL

      The Year 2000 Issue ("Y2K")  refers to the inability of computer and other
      information   technology   systems  to  properly  process  date  and  time
      information,  stemming from the earlier programming  practice of using two
      digits  rather than four to  represent  the year in a date.  For  example,
      computer programs and imbedded chips that are date sensitive may recognize
      a date  using  (00) as the  year  1900  rather  than the  year  2000.  The
      consequence of Y2K is that computer and imbedded processing systems may be
      at risk of malfunctioning, particularly during the transition from 1999 to
      2000.

      The effects of Y2K are exacerbated by the  interdependence of computer and
      telecommunication  systems throughout the world. This interdependence also
      exists  among  the  Partnerships,   Samson  Investment   Company  and  its
      affiliates  ("Samson"),   and  their  vendors,   customers,  and  business
      partners, as well as with regulators.  The potential risks associated with
      Y2K for an oil and gas  production  company fall into three general areas:
      (i)  financial,   leasehold  and  administrative  computer  systems,  (ii)
      imbedded  systems in field process  control  units,  and (iii) third party
      exposures. As discussed below, General Partner does not believe that these
      risks will be material to the Partnerships' operations.

      The  Partnerships'  business  is  producing  oil and gas.  The  day-to-day
      production of the  Partnerships' oil and gas is not dependent on computers
      or equipment with imbedded chips. As further  discussed below,  management
      anticipates that the Partnerships'  daily business  activities will not be
      materially affected by Y2K.

      The  Partnerships  rely on Samson to provide all of their  operational and
      administrative  services on either a direct or indirect  basis.  Samson is
      addressing each of the three Y2K areas discussed above through a readiness
      process that seeks to:

      1.    increase the awareness of the issue among key employees;
      2.    identify areas of potential risk;
      3.    assess the relative impact of these risks and Samson's  ability to
            manage them; and
      4.    remediate these risks on a priority basis wherever possible.



                                      -65-
<PAGE>




      One  of  Samson   Investment   Company's   Executive  Vice  Presidents  is
      responsible  for  communicating  to its Board of Directors Y2K actions and
      for the  ultimate  implementation  of its Y2K plan.  He has  delegated  to
      Samson   Investment   Company's  Senior  Vice   President-Technology   and
      Administrative Services principal responsibility for ensuring Y2K
      compliance within Samson.

      Samson  has  been  planning  for  the  impact  of Y2K  on its  information
      technology systems since 1993. As of July 15, 1999, Samson is in the final
      stages of implementation of a Y2K plan, as summarized below:


      FINANCIAL AND ADMINISTRATIVE SYSTEMS

      1. Awareness. Samson has alerted its officers, managers and supervisors of
      Y2K  issues  and asked them to have  their  employees  participate  in the
      identification  of potential Y2K risks which might  otherwise go unnoticed
      by higher level  employees  and  officers.  As a result,  awareness of the
      issue is considered high.

      2.  Risk   Identification.   Samson's  most   significant   financial  and
      administrative  systems  exposure is the Y2K status of the  accounting and
      land  administration  system used to collect and manage data for  internal
      management  decision making and for external  revenue and accounts payable
      purposes.  Other concerns include network  hardware and software,  desktop
      computing  hardware  and  software,  telecommunications,  and office space
      readiness.

      3. Risk  Assessment.  The failure to identify  and correct a material  Y2K
      problem could result in inaccurate or untimely  financial  information for
      management  decision-making  or cash flow and payment purposes,  including
      maintaining oil and gas leases.

      4.  Remediation.  Since 1993, Samson has been upgrading its accounting and
      land administration  software.  Substantially all of the Y2K upgrades have
      been completed,  with the remainder  scheduled to be completed  during the
      3rd quarter of 1999.  In  addition,  in 1997 and 1998  Samson  replaced or
      applied software  patches to substantially  all of its network and desktop
      software  applications  and believes them to be generally  Y2K  compliant.
      Additional  patches  or  software  upgrades  will be applied no later than
      September 30, 1999 to complete  this  process.  The costs of all such risk
      assessments  and  remediation  are  not  expected  to be  material  to the
      Partnerships.



                                      -66-
<PAGE>




      5. Contingency  Planning.  Notwithstanding the foregoing,  should there be
      significant   unanticipated   disruptions   in  Samson's   financial   and
      administrative systems, all of the accounting processes that are currently
      automated will need to be performed  manually.  Samson has communicated to
      its management  team the importance of having  adequate staff available to
      manually perform necessary functions to minimize disruptions.


      IMBEDDED SYSTEMS

      1.  Awareness.  Samson's  Y2K  program  has  involved  all levels of field
      personnel from production  foremen and higher.  Employees at all levels of
      the organization  have been asked to participate in the  identification of
      potential  Y2K risks,  which might  otherwise go unnoticed by higher level
      employees and officers of Samson, and as a result,  awareness of the issue
      is considered high.

      2. Risk  Identification.  Samson has inventoried all possible exposures to
      imbedded chips and systems. Such exposures can be classified as either (i)
      oil and gas production and  processing  equipment or (ii) office  machines
      such as faxes, copiers, phones, etc.

      With respect to oil and gas production and processing  equipment,  neither
      Samson nor the Partnerships operate offshore wells, significant processing
      plants, or wells with older electronic  monitoring  systems.  As a result,
      Samson's  inventory  identified less than 10  applications  using imbedded
      chips.  All of these have been tested by the  respective  vendors and have
      been found to be Y2K compliant or have been upgraded or replaced.

      Office machines have been tested by Samson and vendors and are believed to
      be compliant.

      3. Risk Assessment and Remediation.  The failure to identify and correct a
      material  Y2K  problem in an  imbedded  system  could  result in  outcomes
      ranging  from errors in data  reporting  to  curtailments  or shutdowns in
      production.  As noted above,  Samson has identified  less than 10 imbedded
      system  applications  all of which have been made  compliant  or replaced.
      None of these  applications  are  believed to be material to Samson or the
      Partnerships.   Samson  believes  that  sufficient  manual  processes  are
      available  to  minimize  any field  level  risk and that  there will be no
      material impact on the Partnerships with respect to these applications.



                                      -67-
<PAGE>




      4. Contingency Planning. Should material production disruptions occur as a
      result of Y2K  failures  in field  operations,  Samson  will  utilize  its
      existing  field  personnel in an attempt to avoid any  material  impact on
      operating cash flow. Samson is not able to quantify any potential exposure
      in the event of systems failure or inadequate manual alternatives.


      THIRD PARTY EXPOSURES

      1. Awareness.  Samson has advised  management to consider Y2K implications
      with its outside vendors, customers, and business partners. Management has
      been asked to participate in the  identification  of potential third party
      Y2K risks and, as a result, awareness of the issue is considered high.

      2. Risk Identification. Samson's most significant third party Y2K exposure
      is its  dependence  on third  parties for the receipt of revenues from oil
      and gas sales.  However,  virtually all of these purchasers are very large
      and sophisticated  companies.  Other Y2K concerns include the availability
      of  electric  power  to  Samson's  field  operations,   the  integrity  of
      telecommunication  systems,  and the  readiness  of  commercial  banks  to
      execute electronic fund transfers.

      3. Risk  Assessment.  Because of the high  awareness of the Y2K problem in
      the U.S.,  Samson  has not  undertaken  and does not plan to  undertake  a
      formal company wide plan to make inquiries of third parties on the subject
      of Y2K readiness. If it did so, Samson has no ability to require responses
      to such inquiries or to independently  verify their accuracy.  Samson has,
      however,  received  oral  assurances  from  its  significant  oil  and gas
      purchasers  of Y2K  compliance.  If  significant  disruptions  from  major
      purchasers were to occur,  however,  there could be a material and adverse
      impact  on  the  Partnerships'  results  of  operations,   liquidity,  and
      financial conditions.

      It is  important  to note that  third  party oil and gas  purchasers  have
      significant  incentives to avoid  disruptions  arising from a Y2K failure.
      For example,  most of these parties are under  contractual  obligations to
      purchase oil and gas or disperse revenues to Samson.  The failure to do so
      will result in  contractual  and statutory  penalties.  Therefore,  Samson
      believes  that it is  unlikely  that there will be  material  third  party
      non-compliance with purchase and remittance obligations as a result of Y2K
      issues.



                                      -68-
<PAGE>




      4.   Remediation.   Where  Samson   perceives   significant  risk  of  Y2K
      non-compliance  that may have a  material  impact  on it,  and  where  the
      relationship  between Samson and a vendor,  customer,  or business partner
      permits,  joint testing may be undertaken  during the remainder of 1999 to
      further identify these risks.

      5. Contingency  Planning.  In the unlikely event that material  production
      disruptions  occur as a result  of Y2K  failures  of  third  parties,  the
      Partnerships' operating cash flow could be impacted. This contingency will
      be  factored   into   deliberations   on  the  level  of  quarterly   cash
      distributions paid out during any such period of cash flow disruption.





                                      -69-
<PAGE>



ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK.

            The Partnerships do not hold any market risk sensitive instruments.






                                      -70-
<PAGE>



                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      27.1              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-A   Partnership's
                        financial statements as of June 30, 1999 and for the six
                        months ended June 30, 1999, filed herewith.

      27.2              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-B   Partnership's
                        financial statements as of June 30, 1999 and for the six
                        months ended June 30, 1999, filed herewith.

      27.3              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-C   Partnership's
                        financial statements as of June 30, 1999 and for the six
                        months ended June 30, 1999, filed herewith.

      27.4              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-D   Partnership's
                        financial statements as of June 30, 1999 and for the six
                        months ended June 30, 1999, filed herewith.

      27.5              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-E   Partnership's
                        financial statements as of June 30, 1999 and for the six
                        months ended June 30, 1999, filed herewith.

      27.6              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-F   Partnership's
                        financial statements as of June 30, 1999 and for the six
                        months ended June 30, 1999, filed herewith.

      27.7              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-G   Partnership's
                        financial statements as of June 30, 1999 and for the six
                        months ended June 30, 1999, filed herewith.



                                      -71-
<PAGE>




      27.8              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-H   Partnership's
                        financial statements as of June 30, 1999 and for the six
                        months ended June 30, 1999, filed herewith.

                        All other exhibits are omitted as inapplicable.

(b) Reports on Form 8-K.

            None.





                                      -72-
<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:  August 12, 1999              By:      /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  August 12, 1999              By:      /s/Patrick M. Hall
                                       --------------------------------
                                            (Signature)
                                            Patrick M. Hall
                                            Principal Accounting Officer



                                      -73-
<PAGE>



                                INDEX TO EXHIBITS


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

27.1        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-A's
            financial  statements  as of June 30,  1999  and for the six  months
            ended June 30, 1999, filed herewith.

27.2        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-B's
            financial  statements  as of June 30,  1999  and for the six  months
            ended June 30, 1999, filed herewith.

27.3        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-C's
            financial  statements  as of June 30,  1999  and for the six  months
            ended June 30, 1999, filed herewith.

27.4        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-D's
            financial  statements  as of June 30,  1999  and for the six  months
            ended June 30, 1999, filed herewith.

27.5        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-E's
            financial  statements  as of June 30,  1999  and for the six  months
            ended June 30, 1999, filed herewith.

27.6        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-F's
            financial  statements  as of June 30,  1999  and for the six  months
            ended June 30, 1999, filed herewith.

27.7        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-G's
            financial  statements  as of June 30,  1999  and for the six  months
            ended June 30, 1999, filed herewith.

27.8        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-H's
            financial  statements  as of June 30,  1999  and for the six  months
            ended June 30, 1999, filed herewith.

            All other exhibits are omitted as inapplicable.





                                      -74-
<PAGE>