SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarter ended March 31, 2005

Commission File Number:

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

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
            ---------------------------------------------------------
             (Exact name of Registrant as specified in its Articles)
                                                II-A 73-1295505
                                                II-B 73-1303341
                                                II-C 73-1308986
                                                II-D 73-1329761
                                                II-E 73-1324751
                                                II-F 73-1330632
                                                II-G 73-1336572
         Oklahoma                               II-H 73-1342476
----------------------------         -------------------------------
(State or other jurisdiction         (I.R.S. Employer Identification
   of incorporation or                         Number)
     organization)

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

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

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

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

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


                                      -1-
<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

                                     ASSETS
                                               March 31,       December 31,
                                                 2005              2004
                                             -------------     ------------
CURRENT ASSETS:
   Cash and cash equivalents                   $1,602,531       $1,557,473
   Accounts receivable:
      Oil and gas sales                         1,091,518        1,004,704
                                               ----------       ----------
        Total current assets                   $2,694,049       $2,562,177

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                2,196,216        2,226,122

DEFERRED CHARGE                                   625,308          625,308
                                               ----------       ----------
                                               $5,515,573       $5,413,607
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  252,301       $  273,971
   Accrued liability - other (Note 1)                   -           26,672
   Gas imbalance payable                          108,636          108,636
   Asset retirement obligation -
      current (Note 1)                             10,039           34,994
                                               ----------       ----------
        Total current liabilities              $  370,976       $  444,273

LONG-TERM LIABILITIES:
   Accrued liability                           $  179,306       $  179,306
   Asset retirement obligation
      (Note 1)                                    386,115          358,676
                                               ----------       ----------
        Total long-term liabilities            $  565,421       $  537,982

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  188,200)     ($  201,586)
   Limited Partners, issued and
      outstanding, 484,283 units                4,767,376        4,632,938
                                               ----------       ----------
        Total Partners' capital                $4,579,176       $4,431,352
                                               ----------       ----------
                                               $5,515,573       $5,413,607
                                               ==========       ==========
            The accompanying condensed notes are an integral part of
                      these combined financial statements.

                                      -2-
<PAGE>


                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                        COMBINED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

                                                 2005              2004
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,717,134        $1,329,152
   Interest income                                 5,795             1,173
                                              ----------        ----------
                                              $1,722,929        $1,330,325

COSTS AND EXPENSES:
   Lease operating                            $  229,812        $  276,344
   Production tax                                108,063            79,601
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  51,016            47,582
   General and administrative
      (Note 2)                                   155,760           142,462
                                              ----------        ----------
                                              $  544,651        $  545,989
                                              ----------        ----------

NET INCOME                                    $1,178,278        $  784,336
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  121,840        $   82,599
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,056,438        $  701,737
                                              ==========        ==========
NET INCOME per unit                           $     2.18        $     1.45
                                              ==========        ==========
UNITS OUTSTANDING                                484,283           484,283
                                              ==========        ==========
















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


                                      -3-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                        COMBINED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)


                                                   2005            2004
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $1,178,278      $  784,336
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  51,016          47,582
      Settlement of asset retirement
        obligation                             (       188)              -
      Increase in accounts receivable -
        oil and gas sales                      (    86,814)    (    83,107)
      Decrease in accounts payable             (    54,217)    (    82,509)
      Decrease in accrued liability -
        other                                  (    26,672)              -
                                                ----------      ----------
Net cash provided by operating
   activities                                   $1,061,403      $  666,302
                                                ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   13,173)    ($    3,208)
   Proceeds from sale of oil and
      gas properties                                27,282             477
                                                ----------      ----------
Net cash provided (used) by investing
   activities                                   $   14,109     ($    2,731)
                                                ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($1,030,454)    ($  812,590)
                                                ----------      ----------
Net cash used by financing activities          ($1,030,454)    ($  812,590)
                                                ----------      ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $   45,058     ($  149,019)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           1,557,473       1,428,609
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $1,602,531      $1,279,590
                                                ==========      ==========


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


                                      -4-
<PAGE>

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

                                     ASSETS

                                               March 31,       December 31,
                                                 2005              2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $1,118,970        $1,079,057
   Accounts receivable:
      Oil and gas sales                          864,063           750,466
                                              ----------        ----------
        Total current assets                  $1,983,033        $1,829,523

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,553,417         1,590,243

DEFERRED CHARGE                                  252,768           252,768
                                              ----------        ----------
                                              $3,789,218        $3,672,534
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  165,430        $  202,172
   Gas imbalance payable                          39,527            39,527
   Asset retirement obligation -
      current (Note 1)                             6,947            17,122
                                              ----------        ----------
        Total current liabilities             $  211,904        $  258,821

LONG-TERM LIABILITIES:
   Accrued liability                          $   42,599        $   42,599
   Asset retirement obligation
      (Note 1)                                   204,387           193,076
                                              ----------        ----------
        Total long-term liabilities           $  246,986        $  235,675

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  217,933)      ($  232,828)
   Limited Partners, issued and
      outstanding, 361,719 units               3,548,261         3,410,866
                                              ----------        ----------
        Total Partners' capital               $3,330,328        $3,178,038
                                              ----------        ----------
                                              $3,789,218        $3,672,534
                                              ==========        ==========



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


                                      -5-
<PAGE>

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                        COMBINED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

                                                 2005             2004
                                              ----------        --------

REVENUES:
   Oil and gas sales                          $1,300,982        $967,481
   Interest income                                 3,996             805
                                              ----------        --------
                                              $1,304,978        $968,286

COSTS AND EXPENSES:
   Lease operating                            $  165,906        $197,551
   Production tax                                 89,655          67,349
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  38,160          33,431
   General and administrative
      (Note 2)                                   121,891         107,870
                                              ----------        --------
                                              $  415,612        $406,201
                                              ----------        --------

NET INCOME                                    $  889,366        $562,085
                                              ==========        ========
GENERAL PARTNER - NET INCOME                  $   91,971        $ 59,137
                                              ==========        ========
LIMITED PARTNERS - NET INCOME                 $  797,395        $502,948
                                              ==========        ========
NET INCOME per unit                           $     2.20        $   1.39
                                              ==========        ========
UNITS OUTSTANDING                                361,719         361,719
                                              ==========        ========
















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


                                       -6-
<PAGE>

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                        COMBINED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

                                                    2005          2004
                                                ------------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $  889,366     $562,085
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                   38,160       33,431
      Settlement of asset retirement
        obligation                              (        58)           -
      Increase in accounts receivable -
        oil and gas sales                       (   113,597)   (  59,882)
      Decrease in accounts payable              (    57,758)   (  24,257)
                                                 ----------     --------
Net cash provided by operating
   activities                                    $  756,113     $511,377
                                                 ----------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($   11,529)    $      -
   Proceeds from sale of oil and gas
      properties                                     32,405          763
                                                 ----------     --------
Net cash provided by investing
   activities                                    $   20,876     $    763
                                                 ----------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($  737,076)   ($550,036)
                                                 ----------     --------
Net cash used by financing
   activities                                   ($  737,076)   ($550,036)
                                                 ----------     --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                              $   39,913    ($ 37,896)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            1,079,057      933,790
                                                 ----------     --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $1,118,970     $895,894
                                                 ==========     ========



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


                                      -7-
<PAGE>

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

                                     ASSETS

                                               March 31,       December 31,
                                                 2005              2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  565,181       $  506,061
   Accounts receivable:
      Oil and gas sales                           419,596          365,499
                                               ----------       ----------
        Total current assets                   $  984,777       $  871,560

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  715,743          729,670

DEFERRED CHARGE                                   121,531          121,531
                                               ----------       ----------
                                               $1,822,051       $1,722,761
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   81,445       $   77,395
   Gas imbalance payable                           22,040           22,040
   Asset retirement obligation -
      current (Note 1)                              6,254           10,892
                                               ----------       ----------
        Total current liabilities              $  109,739       $  110,327

LONG-TERM LIABILITIES:
   Accrued liability                           $   34,323       $   34,323
   Asset retirement obligation
      (Note 1)                                     67,464           62,682
                                               ----------       ----------
        Total long-term liabilities            $  101,787       $   97,005

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   90,365)     ($   96,672)
   Limited Partners, issued and
      outstanding, 154,621 units                1,700,890        1,612,101
                                               ----------       ----------
        Total Partners' capital                $1,610,525       $1,515,429
                                               ----------       ----------
                                               $1,822,051       $1,722,761
                                               ==========       ==========



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


                                      -8-
<PAGE>

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                        COMBINED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

                                                2005              2004
                                              --------          --------

REVENUES:
   Oil and gas sales                          $662,583          $481,020
   Interest income                               1,845               391
                                              --------          --------
                                              $664,428          $481,411

COSTS AND EXPENSES:
   Lease operating                            $ 75,301          $ 93,926
   Production tax                               49,294            35,997
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                15,192            19,423
   General and administrative
      (Note 2)                                  64,672            49,434
                                              --------          --------
                                              $204,459          $198,780
                                              --------          --------

NET INCOME                                    $459,969          $282,631
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 47,180          $ 29,972
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $412,789          $252,659
                                              ========          ========
NET INCOME per unit                           $   2.67          $   1.63
                                              ========          ========
UNITS OUTSTANDING                              154,621           154,621
                                              ========          ========














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


                                      -9-
<PAGE>


                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                        COMBINED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

                                                   2005           2004
                                                ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $459,969       $282,631
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 15,192         19,423
      Settlement of asset retirement
        obligation                              (      40)             -
      Increase in accounts receivable -
        oil and gas sales                       (  54,097)     (  28,438)
      Decrease in accounts payable              (   7,317)     (   8,351)
                                                 --------       --------
Net cash provided by operating
   activities                                    $413,707       $265,265
                                                 --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($  3,602)      $      -
   Proceeds from sale of oil and gas
      properties                                   13,888            327
                                                 --------       --------
Net cash provided by investing
   activities                                    $ 10,286       $    327
                                                 --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($364,873)     ($299,335)
                                                 --------       --------
Net cash used by financing
   activities                                   ($364,873)     ($299,335)
                                                 --------       --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                              $ 59,120      ($ 33,743)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            506,061        467,560
                                                 --------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $565,181       $433,817
                                                 ========       ========




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


                                      -10-
<PAGE>

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

                                     ASSETS

                                               March 31,       December 31,
                                                 2005              2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $1,190,684       $  967,251
   Accounts receivable:
      Oil and gas sales                           869,994          754,092
                                               ----------       ----------
        Total current assets                   $2,060,678       $1,721,343

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,372,167        1,385,376

DEFERRED CHARGE                                   345,329          345,329
                                               ----------       ----------
                                               $3,778,174       $3,452,048
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  190,761       $  157,313
   Accrued liability - other (Note 1)              13,141                -
   Gas imbalance payable                           22,596           22,596
   Asset retirement obligation -
      current (Note 1)                             20,641           25,732
                                               ----------       ----------
        Total current liabilities              $  247,139       $  205,641

LONG-TERM LIABILITIES:
   Accrued liability                           $  109,349       $  109,349
   Asset retirement obligation
      (Note 1)                                    168,490          161,328
                                               ----------       ----------
        Total long-term liabilities            $  277,839       $  270,677

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  159,763)     ($  174,338)
   Limited Partners, issued and
      outstanding, 314,878 units                3,412,959        3,150,068
                                               ----------       ----------
        Total Partners' capital                $3,253,196       $2,975,730
                                               ----------       ----------
                                               $3,778,174       $3,452,048
                                               ==========       ==========


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


                                      -11-
<PAGE>

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                        COMBINED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

                                                 2005              2004
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,421,546        $1,070,883
   Interest income                                 3,533               817
   Other income                                    8,411                 -
                                              ----------        ----------
                                              $1,433,490        $1,071,700

COSTS AND EXPENSES:
   Lease operating                            $  225,257        $  195,585
   Production tax                                 85,035            70,753
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  37,414            68,841
   General and administrative
      (Note 2)                                   108,953            94,657
                                              ----------        ----------
                                              $  456,659        $  429,836
                                              ----------        ----------

NET INCOME                                    $  976,831        $  641,864
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   99,940        $   70,300
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  876,891        $  571,564
                                              ==========        ==========
NET INCOME per unit                           $     2.78        $     1.82
                                              ==========        ==========
UNITS OUTSTANDING                                314,878           314,878
                                              ==========        ==========















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


                                      -12-
<PAGE>

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                        COMBINED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

                                                    2005          2004
                                                ------------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $  976,831     $641,864
   Adjustments to reconcile net
     income to net cash provided
     by operating activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                                    37,414       68,841
     Increase in accounts receivable -
       oil and gas sales                        (   115,902)   (  92,188)
     Increase (decrease) in accounts
       payable                                       14,090    (  32,745)
     Increase in accrued liability -
       other                                         13,141            -
                                                 ----------     --------
Net cash provided by operating
   activities                                    $  925,574     $585,772
                                                 ----------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($    3,849)    $      -
   Proceeds from sale of oil and gas
     properties                                       1,073           13
                                                 ----------     --------
Net cash provided (used) by investing
   activities                                   ($    2,776)    $     13
                                                 ----------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($  699,365)   ($611,561)
                                                 ----------     --------
Net cash used by financing
   activities                                   ($  699,365)   ($611,561)
                                                 ----------     --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                              $  223,433    ($ 25,776)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                              967,251      908,655
                                                 ----------     --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $1,190,684     $882,879
                                                 ==========     ========



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

                                      -13-
<PAGE>

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

                                     ASSETS

                                               March 31,       December 31,
                                                 2005              2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  677,569        $  680,844
   Accounts receivable:
      Oil and gas sales                          541,890           453,868
                                              ----------        ----------
        Total current assets                  $1,219,459        $1,134,712

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,212,489         1,246,328

DEFERRED CHARGE                                  208,295           208,295
                                              ----------        ----------
                                              $2,640,243        $2,589,335
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  103,154        $  180,564
   Accrued liability - other (Note 1)              9,670                 -
   Gas imbalance payable                          43,424            43,424
   Asset retirement obligation -
      current (Note 1)                             2,068            24,458
                                              ----------        ----------
        Total current liabilities             $  158,316        $  248,446

LONG-TERM LIABILITIES:
   Accrued liability                          $   10,668        $   10,668
   Asset retirement obligation
      (Note 1)                                   101,616            77,986
                                              ----------        ----------
        Total long-term liabilities           $  112,284        $   88,654

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  117,477)      ($  132,096)
   Limited Partners, issued and
      outstanding, 228,821 units               2,487,120         2,384,331
                                              ----------        ----------
        Total Partners' capital               $2,369,643        $2,252,235
                                              ----------        ----------
                                              $2,640,243        $2,589,335
                                              ==========        ==========


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


                                      -14-
<PAGE>

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                        COMBINED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

                                                2005              2004
                                              --------          --------

REVENUES:
   Oil and gas sales                          $828,768          $701,330
   Interest income                               2,535               555
   Other income                                  5,177                 -
                                              --------          --------
                                              $836,480          $701,885

COSTS AND EXPENSES:
   Lease operating                            $ 88,845          $109,761
   Production tax                               60,977            50,156
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                44,713           147,592
   General and administrative
      (Note 2)                                  85,174            71,305
                                              --------          --------
                                              $279,709          $378,814
                                              --------          --------

NET INCOME                                    $556,771          $323,071
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 58,982          $ 45,535
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $497,789          $277,536
                                              ========          ========
NET INCOME per unit                           $   2.18          $   1.21
                                              ========          ========
UNITS OUTSTANDING                              228,821           228,821
                                              ========          ========















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


                                      -15-
<PAGE>

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                        COMBINED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

                                                 2005            2004
                                              ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $556,771         $323,071
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               44,713          147,592
      Increase in accounts receivable -
        oil and gas sales                     (  88,022)       (  54,241)
      Decrease in accounts payable            (  79,018)       (  14,494)
      Increase in accrued liability -
        other                                     9,670                -
                                               --------         --------
Net cash provided by operating
   activities                                  $444,114         $401,928
                                               --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($  8,026)       ($  3,928)
                                               --------         --------
Net cash used by investing
   activities                                 ($  8,026)       ($  3,928)
                                               --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($439,363)       ($405,537)
                                               --------         --------
Net cash used by financing
   activities                                 ($439,363)       ($405,537)
                                               --------         --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                ($  3,275)       ($  7,537)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          680,844          638,668
                                               --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $677,569         $631,131
                                               ========         ========





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


                                      -16-
<PAGE>

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

                                     ASSETS

                                               March 31,       December 31,
                                                 2005              2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  653,248       $  657,406
   Accounts receivable:
      Oil and gas sales                           558,501          457,333
                                               ----------       ----------
        Total current assets                   $1,211,749       $1,114,739

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,162,884        1,187,019

DEFERRED CHARGE                                    35,102           35,102
                                               ----------       ----------
                                               $2,409,735       $2,336,860
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   66,998       $  235,395
   Gas imbalance payable                            3,392            3,392
   Asset retirement obligation -
      current (Note 1)                              1,570            6,987
                                               ----------       ----------
        Total current liabilities              $   71,960       $  245,774

LONG-TERM LIABILITIES:
   Accrued liability                           $   20,227       $   20,227
   Asset retirement obligation
      (Note 1)                                    102,222           95,331
                                               ----------       ----------
        Total long-term liabilities            $  122,449       $  115,558

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   80,752)     ($   98,202)
   Limited Partners, issued and
      outstanding, 171,400 Units                2,296,078        2,073,730
                                               ----------       ----------
        Total Partners' capital                $2,215,326       $1,975,528
                                               ----------       ----------
                                               $2,409,735       $2,336,860
                                               ==========       ==========



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


                                      -17-
<PAGE>

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                        COMBINED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

                                                  2005              2004
                                                --------          --------

REVENUES:
   Oil and gas sales                            $928,981          $782,910
   Interest income                                 2,385               552
   Gain on sale of oil and gas
      properties                                       -             1,137
                                                --------          --------
                                                $931,366          $784,599

COSTS AND EXPENSES:
   Lease operating                              $ 40,934          $ 87,218
   Production tax                                 63,754            51,035
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  29,821            32,482
   General and administrative
      (Note 2)                                    69,309            54,300
                                                --------          --------
                                                $203,818          $225,035
                                                --------          --------

NET INCOME                                      $727,548          $559,564
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 75,200          $ 58,825
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $652,348          $500,739
                                                ========          ========
NET INCOME per unit                             $   3.81          $   2.92
                                                ========          ========
UNITS OUTSTANDING                                171,400           171,400
                                                ========          ========












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


                                      -18-
<PAGE>

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                        COMBINED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)
                                                  2005            2004
                                               ----------      ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $727,548        $559,564
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                29,821          32,482
      Gain on sale of oil and gas
        properties                                     -       (   1,137)
      Increase in accounts receivable -
        oil and gas sales                      ( 101,168)      (  60,624)
      Decrease in accounts payable             ( 159,524)      (  12,682)
                                                --------        --------
Net cash provided by operating
   activities                                   $496,677        $517,603
                                                --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 13,085)       $      -
   Proceeds from sale of oil and
      gas properties                                   -             962
                                                --------        --------
Net cash provided (used) by investing
   activities                                  ($ 13,085)       $    962
                                                --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($487,750)      ($466,598)
                                                --------        --------
Net cash used by financing
   activities                                  ($487,750)      ($466,598)
                                                --------        --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($  4,158)       $ 51,967

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           657,406         604,369
                                                --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $653,248        $656,336
                                                ========        ========




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


                                      -19-
<PAGE>

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

                                     ASSETS

                                               March 31,       December 31,
                                                 2005              2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $1,397,954       $1,401,928
   Accounts receivable:
      Oil and gas sales                         1,190,220          972,620
                                               ----------       ----------
        Total current assets                   $2,588,174       $2,374,548

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                2,500,394        2,554,683

DEFERRED CHARGE                                    75,307           75,307
                                               ----------       ----------
                                               $5,163,875       $5,004,538
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  124,056       $  498,893
   Gas imbalance payable                           11,846           11,846
   Asset retirement obligation -
      current (Note 1)                              3,376           15,421
                                               ----------       ----------
        Total current liabilities              $  139,278       $  526,160

LONG-TERM LIABILITIES:
   Accrued liability                           $   35,560       $   35,560
   Asset retirement obligation
      (Note 1)                                    218,376          203,216
                                               ----------       ----------
        Total long-term liabilities            $  253,936       $  238,776

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   62,041)     ($  101,669)
   Limited Partners, issued and
      outstanding, 372,189 Units                4,832,702        4,341,271
                                               ----------       ----------
        Total Partners' capital                $4,770,661       $4,239,602
                                               ----------       ----------
                                               $5,163,875       $5,004,538
                                               ==========       ==========



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


                                      -20-
<PAGE>

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                        COMBINED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

                                                 2005              2004
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,988,827        $1,662,197
   Interest income                                 5,156             1,181
   Gain on sale of oil and gas
      properties                                       -             2,449
                                              ----------        ----------
                                              $1,993,983        $1,665,827

COSTS AND EXPENSES:
   Lease operating                            $  102,002        $  186,492
   Production tax                                135,658           108,805
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  66,127            70,333
   General and administrative
      (Note 2)                                   124,788           110,961
                                              ----------        ----------
                                              $  428,575        $  476,591
                                              ----------        ----------

NET INCOME                                    $1,565,408        $1,189,236
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  161,977        $  125,135
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,403,431        $1,064,101
                                              ==========        ==========
NET INCOME per unit                           $     3.77        $     2.86
                                              ==========        ==========
UNITS OUTSTANDING                                372,189           372,189
                                              ==========        ==========











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

                                     -21-
<PAGE>


                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                        COMBINED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)
                                                    2005          2004
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $1,565,408      $1,189,236
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  66,127          70,333
      Gain on sale of oil and gas
        properties                                       -     (     2,449)
      Increase in accounts receivable -
        oil and gas sales                      (   217,600)    (   127,382)
      Decrease in accounts payable             (   355,183)    (    26,032)
                                                ----------      ----------
Net cash provided by operating
   activities                                   $1,058,752      $1,103,706
                                                ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   28,377)     $        -
   Proceeds from sale of oil and
      gas properties                                     -           2,084
                                                ----------      ----------
Net cash provided (used) by investing
   activities                                  ($   28,377)     $    2,084
                                                ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($1,034,349)    ($  987,193)
                                                ----------      ----------
Net cash used by financing
   activities                                  ($1,034,349)    ($  987,193)
                                                ----------      ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($    3,974)     $  118,597

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           1,401,928       1,284,869
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $1,397,954      $1,403,466
                                                ==========      ==========





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


                                      -22-
<PAGE>

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

                                     ASSETS

                                               March 31,       December 31,
                                                 2005              2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  329,374       $  329,148
   Accounts receivable:
      Oil and gas sales                           284,848          232,187
                                               ----------       ----------
        Total current assets                   $  614,222       $  561,335

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  592,705          605,801

DEFERRED CHARGE                                    19,734           19,734
                                               ----------       ----------
                                               $1,226,661       $1,186,870
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   43,829       $  118,306
   Asset retirement obligation -
      current (Note 1)                                823            3,884
                                               ----------       ----------
        Total current liabilities              $   44,652       $  122,190

LONG-TERM LIABILITIES:
   Accrued liability                           $   11,907       $   11,907
   Asset retirement obligation
      (Note 1)                                     53,502           49,677
                                               ----------       ----------
        Total long-term liabilities            $   65,409       $   61,584

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   45,921)     ($   54,377)
   Limited Partners, issued and
      outstanding, 91,711 Units                 1,162,521        1,057,473
                                               ----------       ----------
        Total Partners' capital                $1,116,600       $1,003,096
                                               ----------       ----------
                                               $1,226,661       $1,186,870
                                               ==========       ==========




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


                                      -23-
<PAGE>

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                        COMBINED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

                                                  2005              2004
                                                --------          --------

REVENUES:
   Oil and gas sales                            $473,771          $396,233
   Interest income                                 1,161               312
   Gain on sale of oil and gas
      properties                                       -               612
                                                --------          --------
                                                $474,932          $397,157

COSTS AND EXPENSES:
   Lease operating                              $ 24,203          $ 44,919
   Production tax                                 32,761            26,131
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  15,841            16,977
   General and administrative
      (Note 2)                                    47,285            31,807
                                                --------          --------
                                                $120,090          $119,834
                                                --------          --------

NET INCOME                                      $354,842          $277,323
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 36,794          $ 29,229
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $318,048          $248,094
                                                ========          ========
NET INCOME per unit                             $   3.47          $   2.71
                                                ========          ========
UNITS OUTSTANDING                                 91,711            91,711
                                                ========          ========














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



                                      -24-
<PAGE>

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                        COMBINED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)
                                                    2005             2004
                                                 ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                     $354,842         $277,323
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  15,841           16,977
      Gain on sale of oil and gas
        properties                                       -        (     612)
      Increase in accounts receivable -
        oil and gas sales                        (  52,661)       (  29,925)
      Decrease in accounts payable               (  69,456)       (   5,837)
                                                  --------         --------
Net cash provided by operating
   activities                                     $248,566         $257,926
                                                  --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                          ($  7,002)        $      -
   Proceeds from sale of oil and
      gas properties                                     -              528
                                                  --------         --------
Net cash provided (used) by investing
   activities                                    ($  7,002)        $    528
                                                  --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                            ($241,338)       ($232,024)
                                                  --------         --------
Net cash used by financing
   activities                                    ($241,338)       ($232,024)
                                                  --------         --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                    $    226         $ 26,430

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             329,148          305,096
                                                  --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                  $329,374         $331,526
                                                  ========         ========





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


                                      -25-
<PAGE>

              GEODYNE ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
              CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (Unaudited)


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

      The combined balance sheets as of March 31, 2005,  combined  statements of
      operations  for the  three  months  ended  March 31,  2005 and  2004,  and
      combined  statements  of cash flows for the three  months  ended March 31,
      2005 and 2004 have been prepared by Geodyne  Resources,  Inc., the General
      Partner  of  the  limited   partnerships,   without  audit.  Each  limited
      partnership  is a  general  partner  in  the  related  Geodyne  Production
      Partnership  in which  Geodyne  Resources,  Inc.  serves  as the  managing
      partner.  Unless the context  indicates  otherwise,  all  references  to a
      "Partnership"  or  the   "Partnerships"  are  references  to  the  limited
      partnership and its related production partnership,  collectively, and all
      references to the "General  Partner" are references to the general partner
      of the limited  partnerships  and the managing  partner of the  production
      partnerships,  collectively.  In the opinion of  management  the financial
      statements referred to above include all necessary adjustments, consisting
      of normal recurring adjustments,  to present fairly the combined financial
      position at March 31, 2005,  the combined  results of  operations  for the
      three  months ended March 31, 2005 and 2004,  and the combined  cash flows
      for the three months ended March 31, 2005 and 2004.

      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, 2004. The
      results  of  operations  for the  period  ended  March  31,  2005  are not
      necessarily indicative of the results to be expected for the full year.

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










                                      -26-
<PAGE>


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

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

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

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


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

      The  Accrued  Liability  -  Other  at  December  31,  2004  for  the  II-A
      Partnership  represents  a charge  accrued  for the  payment of a judgment
      related to plugging obligations. The decrease in Accrued Liability - Other
      from  December  31, 2004 to March 31, 2005 was due to a ruling made by the
      Texas Supreme Court on April 8, 2005 that the Partnership did not owe this
      liability.





                                      -27-
<PAGE>

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

      The Partnerships' wells must be properly plugged and abandoned after their
      oil and gas reserves are exhausted.  The Partnerships  follow FAS No. 143,
      "Accounting for Asset Retirement Obligations" in accounting for the future
      expenditures  that will be necessary to plug and abandon these wells.  FAS
      No. 143 requires the estimated plugging and abandonment  obligations to be
      recognized in the period in which they are incurred (i.e. when the well is
      drilled or acquired)  if a  reasonable  estimate of fair value can be made
      and to be capitalized as part of the carrying amount of the well.

      The asset  retirement  obligation will be adjusted upwards each quarter in
      order to recognize accretion of the time-related  discount factor. For the
      three months ended March 31, 2005, the II-A, II-B, II-C, II-D, II-E, II-F,
      II-G,  and II-H  Partnerships  recognized  approximately  $8,000,  $2,000,
      $1,000,  $2,000, $1,000,  $1,000, $3,000 and $1,000,  respectively,  of an
      increase in depreciation,  depletion,  and amortization expense, which was
      comprised of accretion of the asset retirement obligation and depletion of
      the increase in capitalized cost of oil and gas properties.

      The components of the change in asset retirement obligations for the three
      months ended March 31, 2005 and 2004 are as shown below.

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


                                             Three Months       Three Months
                                                Ended              Ended
                                              3/31/2005          3/31/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $393,670          $277,914
      Additions and revisions                        280                 -
      Settlements and disposals                (   1,820)                -
      Accretion expense                            4,024             2,392
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $396,154          $280,306
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 10,039          $ 12,096
      Asset Retirement Obligation -
         Long-Term                               386,115           268,210


                                      -28-
<PAGE>

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


                                             Three Months      Three Months
                                                Ended             Ended
                                              3/31/2005         3/31/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $210,198          $202,141
      Settlements and disposals                (     987)                -
      Accretion expense                            2,123             1,732
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $211,334          $203,873
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  6,947          $ 13,086
      Asset Retirement Obligation -
         Long-Term                               204,387           190,787


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


                                             Three Months      Three Months
                                                Ended             Ended
                                              3/31/2005         3/31/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                   $73,574           $71,173
      Settlements and disposals                 (    673)                -
      Accretion expense                              817               714
                                                 -------           -------
      Total Asset Retirement,
         Obligation, End of Quarter              $73,718           $71,887
                                                 =======           =======
      Asset Retirement Obligation -
         Current                                 $ 6,254           $ 8,775
      Asset Retirement Obligation -
         Long-Term                                67,464            63,112









                                      -29-
<PAGE>


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


                                             Three Months       Three Months
                                                Ended              Ended
                                              3/31/2005          3/31/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $187,060          $185,990
      Accretion expense                            2,071             1,889
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $189,131          $187,879
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 20,641          $ 20,351
      Asset Retirement Obligation -
         Long-Term                               168,490           167,528



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


                                             Three Months      Three Months
                                                Ended              Ended
                                              3/31/2005          3/31/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $102,444           $98,320
      Additions and revisions                        122                 -
      Accretion expense                            1,118             1,015
                                                --------           -------
      Total Asset Retirement,
         Obligation, End of Quarter             $103,684           $99,335
                                                ========           =======
      Asset Retirement Obligation -
         Current                                $  2,068           $ 3,391
      Asset Retirement Obligation -
         Long-Term                               101,616            95,944











                                      -30-
<PAGE>


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


                                             Three Months      Three Months
                                                Ended              Ended
                                              3/31/2005          3/31/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $102,318           $98,166
      Additions and revisions                        294                 -
      Accretion expense                            1,180             1,063
                                                --------           -------
      Total Asset Retirement,
         Obligation, End of Quarter             $103,792           $99,229
                                                ========           =======
      Asset Retirement Obligation -
         Current                                $  1,570           $ 4,823
      Asset Retirement Obligation -
         Long-Term                               102,222            94,406



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


                                             Three Months      Three Months
                                                Ended              Ended
                                              3/31/2005          3/31/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $218,637          $209,768
      Additions and revisions                        617                 -
      Accretion expense                            2,498             2,240
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $221,752          $212,008
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  3,376          $ 10,619
      Asset Retirement Obligation -
         Long-Term                               218,376           201,389








                                      -31-
<PAGE>


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


                                             Three Months      Three Months
                                                Ended              Ended
                                              3/31/2005          3/31/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                   $53,561           $51,379
      Additions and revisions                        143                 -
      Accretion expense                              621               550
                                                 -------           -------
      Total Asset Retirement,
         Obligation, End of Quarter              $54,325           $51,929
                                                 =======           =======
      Asset Retirement Obligation -
         Current                                 $   823           $ 2,651
      Asset Retirement Obligation -
         Long-Term                                53,502            49,278



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

      The Partnerships'  Partnership Agreements provide for reimbursement to the
      General Partner for all direct general and administrative expenses and for
      the general and  administrative  overhead  applicable to the  Partnerships
      based on an allocation of actual costs  incurred.  During the three months
      ended March 31,  2005,  the  following  payments  were made to the General
      Partner or its affiliates by the Partnerships:


                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        ------------------        --------------
               II-A                  $28,317                $127,443
               II-B                   26,701                  95,190
               II-C                   23,983                  40,689
               II-D                   26,090                  82,863
               II-E                   24,958                  60,216
               II-F                   24,204                  45,105
               II-G                   26,844                  97,944
               II-H                   23,150                  24,135

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



                                      -32-
<PAGE>


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

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

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

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

GENERAL
-------

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


                                      -33-
<PAGE>

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

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

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

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

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

      Net proceeds from the  operations  less  necessary  operating  capital are
      distributed to the Limited Partners on a quarterly basis. Revenues and net
      proceeds of a Partnership  are largely  dependent  upon the volumes of oil
      and gas sold and the  prices  received  for  such oil and gas.  While  the
      General  Partner cannot predict  future  pricing  trends,  it believes the
      working  capital  available  as of  March  31,  2005  and the net  revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

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

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



                                      -34-
<PAGE>

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

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

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

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

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


                                      -35-
<PAGE>

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


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

      The Partnerships' wells must be properly plugged and abandoned after their
      oil and gas reserves are exhausted.  The Partnerships  follow FAS No. 143,
      "Accounting for Asset Retirement Obligations" in accounting for the future
      expenditures  that will be necessary to plug and abandon these wells.  FAS
      No. 143 requires the estimated plugging and abandonment  obligations to be
      recognized in the period in which they are incurred (i.e. when the well is
      drilled or acquired)  if a  reasonable  estimate of fair value can be made
      and to be capitalized as part of the carrying amount of the well.


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

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







                                      -36-
<PAGE>


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

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

      The  following  tables   summarize   changes  in  net  quantities  of  the
      Partnerships'  proved  reserves,  all of which are  located  in the United
      States, for the periods  indicated.  The proved reserves were estimated by
      petroleum  engineers  employed by affiliates of the Partnerships,  and are
      annually reviewed by an independent  engineering  firm.  "Proved reserves"
      refers to those  estimated  quantities  of crude oil, gas, and gas liquids
      which   geological  and  engineering   data  demonstrate  with  reasonable
      certainty  to be  recoverable  in  future  years  from  known  oil and gas
      reservoirs under existing economic and operating conditions. The following
      information includes certain gas balancing adjustments which cause the gas
      volume to differ from the reserve reports prepared by the General Partner.

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

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

      Proved reserves, Dec. 31, 2004             640,885        6,276,815
         Production                             ( 15,816)      (  168,702)
         Extensions and discoveries                  187            2,716
         Revisions of previous
            estimates                             37,034          113,517
                                                 -------        ---------

      Proved reserves, March 31, 2005            662,290        6,224,346
                                                 =======        =========

                                      -37-
<PAGE>


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

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

      Proved reserves, Dec. 31, 2004             464,848        4,820,010
         Production                             ( 11,643)      (  129,650)
         Extensions and discoveries                   64            4,059
         Revisions of previous
            estimates                             22,552           58,832
                                                 -------        ---------

      Proved reserves, March 31, 2005            475,821        4,753,251
                                                 =======        =========

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

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

      Proved reserves, Dec. 31, 2004             165,761        3,453,278
         Production                             (  4,575)      (   77,808)
         Extension and discoveries                    32            1,854
         Revisions of previous
            estimates                              7,005           47,020
                                                 -------        ---------

      Proved reserves, March 31, 2005            168,223        3,424,344
                                                 =======        =========


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

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

      Proved reserves, Dec. 31, 2004             187,315        9,092,389
         Production                             (  7,013)      (  185,605)
         Extensions and discoveries                    5           11,470
         Revisions of previous
            estimates                              6,872          164,006
                                                 -------        ---------

      Proved reserves, March 31, 2005            187,179        9,082,260
                                                 =======        =========


                                      -38-
<PAGE>

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

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

      Proved reserves, Dec. 31, 2004             180,202        4,984,738
         Production                             (  5,318)      (   98,896)
         Extensions and discoveries                  186            6,167
         Revisions of previous
            estimates                              7,387           81,303
                                                 -------        ---------

      Proved reserves, March 31, 2005            182,457        4,973,312
                                                 =======        =========


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

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

      Proved reserves, Dec. 31, 2004             341,736        3,712,870
         Production                             (  6,823)      (  104,383)
         Extension and discoveries                   439            7,152
         Revisions of previous
            estimates                              8,721           62,265
                                                 -------        ---------

      Proved reserves, March 31, 2005            344,073        3,677,904
                                                 =======        =========


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

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

      Proved reserves, Dec. 31, 2004             716,461        7,960,566
         Production                             ( 14,304)      (  223,081)
         Extension and discoveries                   921           14,464
         Revisions of previous
            estimates                             18,322          136,471
                                                 -------        ---------

      Proved reserves, March 31, 2005            721,400        7,888,420
                                                 =======        =========

                                      -39-
<PAGE>

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

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

      Proved reserves, Dec. 31, 2004             166,923        1,928,846
         Production                             (  3,322)      (   53,716)
         Extension and discoveries                   213            3,519
         Revisions of previous
            estimates                              4,244           33,734
                                                 -------        ---------

      Proved reserves, March 31, 2005            168,058        1,912,383
                                                 =======        =========

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

      The  following  table  indicates  the  estimated  net present value of the
      Partnerships'  proved reserves as of March 31, 2005 and December 31, 2004.
      Net present value  attributable to the  Partnerships'  proved reserves was
      calculated  on the basis of  current  costs  and  prices as of the date of
      estimation. Such prices were not escalated except in certain circumstances
      where  escalations were fixed and readily  determinable in accordance with
      applicable contract provisions. The table also indicates the gas prices in
      effect on the dates  corresponding to the reserve  valuations.  Changes in
      the oil and gas  prices  cause the  estimates  of  remaining  economically
      recoverable  reserves,  as well as the values  placed on said  reserves to
      fluctuate.   The  prices  used  in  calculating   the  net  present  value
      attributable  to the  Partnerships'  proved  reserves  do not  necessarily
      reflect market prices for oil and gas  production  subsequent to March 31,
      2005.  There can be no assurance that the prices used in  calculating  the
      net present value of the  Partnerships'  proved reserves at March 31, 2005
      will actually be realized for such production.





                                      -40-
<PAGE>


                                 Net Present Value of Reserves
                      -------------------------------------------------
      Partnership                      3/31/05                12/31/04
      -----------                    -----------            -----------
         II-A                        $28,681,799            $22,577,646
         II-B                         21,176,468             16,786,623
         II-C                         12,891,812             10,385,490
         II-D                         28,456,012             23,002,363
         II-E                         16,143,499             13,207,547
         II-F                         16,089,345             13,041,206
         II-G                         34,175,448             27,697,953
         II-H                          8,143,211              6,599,223

                                      Oil and Gas Prices
                      -------------------------------------------------
        Pricing                         3/31/05               12/31/04
      -----------                    -----------            -----------
      Oil (Bbl)                      $     55.31            $    43.36
      Gas (Mcf)                             7.17                  6.02


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

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis of results of operations provided below.

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

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

      *    Worldwide and domestic supplies of oil and natural gas;
      *    The ability of the members of the Organization of Petroleum Exporting
           Countries ("OPEC") to agree to and maintain oil prices and production
           quotas;
      *    Political instability or armed conflict in oil-producing regions or
           around major shipping areas;
      *    The level of consumer demand and overall economic activity;

                                      -41-
<PAGE>

      *   The competitiveness of alternative fuels;
      *   Weather  conditions;
      *   The availability of pipelines for  transportation;  and
      *   Domestic and foreign government regulations and taxes.

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

      In addition to pricing, the level of net revenues is also highly dependent
      upon the total  volumes of oil and natural gas sold.  Oil and gas reserves
      are depleting  assets and will experience  production  declines over time,
      thereby  likely  resulting in reduced net  revenues.  Despite this general
      trend of declining  production,  several  factors can cause the volumes of
      oil and gas sold to increase or  decrease at an even  greater  rate over a
      given  period.  These  factors  include,  but  are  not  limited  to,  (i)
      geophysical  conditions  which  cause an  acceleration  of the  decline in
      production,  (ii) the  shutting in of wells (or the opening of  previously
      shut-in wells) due to low oil and gas prices (or high oil and gas prices),
      mechanical   difficulties,   loss  of  a  market  or  transportation,   or
      performance of workovers,  recompletions, or other operations in the well,
      (iii) prior period volume  adjustments  (either positive or negative) made
      by the  purchasers  of  the  production,  (iv)  ownership  adjustments  in
      accordance  with  agreements  governing  the operation or ownership of the
      well (such as  adjustments  that occur at payout),  and (v)  completion of
      enhanced recovery projects which increase production for the well. Many of
      these  factors  are very  significant  as related  to a single  well or as
      related  to many wells over a short  period of time.  However,  due to the
      large  number  of  wells  owned by the  Partnerships,  these  factors  are
      generally  not material as compared to the normal  declines in  production
      experienced on all remaining wells.









                                      -42-
<PAGE>



      II-A PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED
      MARCH 31, 2004.

                                               Three Months Ended March 31,
                                              -----------------------------
                                                   2005             2004
                                                ----------       ----------
      Oil and gas sales                         $1,717,134       $1,329,152
      Oil and gas production expenses           $  337,875       $  355,945
      Barrels produced                              15,816           17,623
      Mcf produced                                 168,702          162,681
      Average price/Bbl                         $    46.50       $    31.20
      Average price/Mcf                         $     5.82       $     4.79

      As shown in the table above,  total oil and gas sales  increased  $387,982
      (29.2%) for the three months ended March 31, 2005 as compared to the three
      months ended March 31, 2004. Of this increase,  approximately $242,000 and
      $174,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These increases were partially  offset by a decrease of
      approximately  $56,000  related  to a  decrease  in  volumes  of oil sold.
      Volumes of oil sold  decreased  1,807  barrels,  while volumes of gas sold
      increased  6,021 Mcf for the three months ended March 31, 2005 as compared
      to the three months  ended March 31, 2004.  The decrease in volumes of oil
      sold was primarily due to normal  declines in production.  The increase in
      volumes of gas sold was primarily due to (i) positive  prior period volume
      adjustments made by the operator on two significant wells during the three
      months ended March 31, 2005, (ii) negative prior period volume adjustments
      on two other  significant  wells  during the three  months ended March 31,
      2004, and (iii) the  successful  completion of a new well during mid 2004.
      These   increases  were  partially   offset  by  the  shutting-in  of  one
      significant  well during late 2004 and early 2005 due to a  transportation
      problem  associated  with line pressure.  As of the date of this Quarterly
      Report, the shut-in well is expected to return to production in mid 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $18,070  (5.1%) for the three  months ended
      March 31, 2005 as compared to the three months ended March 31, 2004.  This
      decrease was primarily due to (i) a reversal during the three months ended
      March 31, 2005 of approximately $27,000 of a charge previously accrued for
      a judgment and (ii) workover expenses incurred on several wells during the
      three months ended March 31, 2004.  These decreases were partially  offset
      by (i) an increase in production taxes associated with the increase in oil
      and gas sales and (ii) workover  expenses  incurred on several other wells
      during the three months ended March 31, 2005.  As a percentage  of oil and
      gas sales,  these  expenses  decreased to 19.7% for the three months ended
      March 31, 2005 from 26.8% for the three months ended March


                                      -43-
<PAGE>

      31, 2004.  This  percentage decrease was primarily due to the increases in
      the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $3,434  (7.2%) for the three  months  ended  March 31,  2005 as
      compared to the three months ended March 31, 2004.  As a percentage of oil
      and gas sales,  this expense  decreased to 3.0% for the three months ended
      March 31, 2005 from 3.6% for the three months  ended March 31, 2004.  This
      percentage  decrease  was  primarily  due to the  increases in the average
      prices of oil and gas sold.

      General and administrative expenses increased $13,298 for the three months
      ended March 31, 2005 as compared to the three months ended March 31, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 9.1% for
      the three  months  ended  March 31,  2005 from 10.7% for the three  months
      ended March 31, 2004.  This  percentage  decrease was primarily due to the
      increases in the average prices of oil and gas sold.

      The Limited  Partners have received cash  distributions  through March 31,
      2005  totaling   $62,002,357  or  128.03%  of  Limited  Partners'  capital
      contributions.

      II-B PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED
      MARCH 31, 2004.

                                               Three Months Ended March 31,
                                              -----------------------------
                                                   2005            2004
                                                ----------       --------
      Oil and gas sales                         $1,300,982       $967,481
      Oil and gas production expenses           $  255,561       $264,900
      Barrels produced                              11,643         11,835
      Mcf produced                                 129,650        124,571
      Average price/Bbl                         $    46.52       $  32.51
      Average price/Mcf                         $     5.86       $   4.68

      As shown in the table above,  total oil and gas sales  increased  $333,501
      (34.5%) for the three months ended March 31, 2005 as compared to the three
      months ended March 31, 2004. Of this increase,  approximately $163,000 and
      $153,000, respectively, were related to increases in the average prices of
      oil and gas sold. Volumes of oil sold decreased 192 barrels, while volumes
      of gas sold increased  5,079 Mcf for the three months ended March 31, 2005
      as compared to the three  months  ended March 31,  2004.  The  increase in
      volumes of gas sold was  primarily  due to negative  prior  period  volume
      adjustments on two  significant  wells during the three months ended March
      31, 2004.  These increases were partially offset by the shutting-in of one
      significant  well during late 2004 and early 2005 due to a  transportation
      problem associated with line pressure. As of


                                      -44-
<PAGE>

      the date of this Quarterly Report,  the shut-in well is expected to return
      to production in mid 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $9,339 (3.5%) for the three months ended March
      31, 2005 as  compared  to the three  months  ended  March 31,  2004.  This
      decrease was  primarily due to (i) workover  expenses  incurred on several
      wells during the three months ended March 31, 2004,  (ii)  positive  prior
      period lease operating  expense  adjustments  made by the operators on two
      significant  wells during the three months ended March 31, 2004, and (iii)
      repair and  maintenance  expenses  incurred  on another  significant  well
      during  the three  months  ended  March 31,  2004.  These  decreases  were
      partially  offset by (i) an increase in production  taxes  associated with
      the increase in oil and gas sales and (ii) workover  expenses  incurred on
      two  significant  wells during the three months ended March 31, 2005. As a
      percentage of oil and gas sales, these expenses decreased to 19.6% for the
      three  months  ended March 31, 2005 from 27.4% for the three  months ended
      March  31,  2004.  This  percentage  decrease  was  primarily  due  to the
      increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $4,729  (14.1%)  for the three  months  ended March 31, 2005 as
      compared to the three  months  ended March 31,  2004.  This  increase  was
      primarily due to an increase in depletable  oil and gas  properties due to
      the developmental drilling of one significant well during the three months
      ended March 31, 2005. As a percentage  of oil and gas sales,  this expense
      decreased  to 2.9% for the three months ended March 31, 2005 from 3.5% for
      the three  months  ended March 31,  2004.  This  percentage  decrease  was
      primarily due to the increases in the average prices of oil and gas sold.

      General and administrative expenses increased $14,021 for the three months
      ended March 31, 2005 as compared to the three months ended March 31, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 9.4% for
      the three  months  ended  March 31,  2005 from 11.1% for the three  months
      ended March 31, 2004.  This  percentage  decrease was primarily due to the
      increases in the average prices of oil and gas sold.

      The Limited  Partners have received cash  distributions  through March 31,
      2005  totaling   $44,610,916  or  123.33%  of  Limited  Partners'  capital
      contributions.




                                      -45-
<PAGE>

      II-C PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED
      MARCH 31, 2004.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                    2005             2004
                                                  --------         --------
      Oil and gas sales                           $662,583         $481,020
      Oil and gas production expenses             $124,595         $129,923
      Barrels produced                               4,575            4,506
      Mcf produced                                  77,808           72,221
      Average price/Bbl                           $  45.42         $  32.30
      Average price/Mcf                           $   5.85         $   4.65

      As shown in the table above,  total oil and gas sales  increased  $181,563
      (37.7%) for the three months ended March 31, 2005 as compared to the three
      months ended March 31, 2004. Of this increase,  approximately  (i) $60,000
      and $93,000, respectively, were related to increases in the average prices
      of oil and gas sold and (ii) $26,000 was related to an increase in volumes
      of gas sold.  Volumes of oil and gas sold  increased  69 barrels and 5,587
      Mcf,  respectively,  for the three months ended March 31, 2005 as compared
      to the three months  ended March 31, 2004.  The increase in volumes of oil
      sold was  primarily due to (i) a positive  prior period volume  adjustment
      made by the operator on one significant well during the three months ended
      March 31, 2005 and (ii)  increases in  production  on several wells within
      one unit following  successful workovers of those wells during 2004. These
      increases were  partially  offset by normal  declines in  production.  The
      increase in volumes of gas sold was primarily due to (i) the first receipt
      of revenues on one  significant  well during late 2004,  (ii) increases in
      production on several wells following  successful workovers of those wells
      during late 2004 and early 2005,  and (iii)  negative  prior period volume
      adjustments on two  significant  wells during the three months ended March
      31, 2004.  These increases were partially offset by the shutting-in of one
      significant  well during late 2004 and early 2005 due to a  transportation
      problem  associated  with line pressure.  As of the date of this Quarterly
      Report, the shut-in well is expected to return to production in mid 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $5,328 (4.1%) for the three months ended March
      31, 2005 as  compared  to the three  months  ended  March 31,  2004.  This
      decrease was  primarily due to (i) workover  expenses  incurred on several
      wells during the three months ended March 31, 2004,  (ii)  positive  prior
      period lease operating  expense  adjustments  made by the operators on two
      significant  wells during the three months ended March 31, 2004, and (iii)
      repair and maintenance  expenses  incurred on one significant  well during
      the three months ended March 31, 2004. These decreases were

                                      -46-
<PAGE>
      partially  offset by (i) an increase in production  taxes  associated with
      the increase in oil and gas sales and (ii) workover  expenses  incurred on
      two  significant  wells during the three months ended March 31, 2005. As a
      percentage of oil and gas sales, these expenses decreased to 18.8% for the
      three  months  ended March 31, 2005 from 27.0% for the three  months ended
      March  31,  2004.  This  percentage  decrease  was  primarily  due  to the
      increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $4,231  (21.8%)  for the three  months  ended March 31, 2005 as
      compared to the three  months  ended March 31,  2004.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves  since March 31, 2004.  As a percentage of oil and gas sales,
      this  expense  decreased to 2.3% for the three months ended March 31, 2005
      from 4.0% for the three  months  ended  March 31,  2004.  This  percentage
      decrease was primarily  due to (i) the increases in the average  prices of
      oil and gas sold and (ii) the dollar decrease in depreciation,  depletion,
      and amortization of oil and gas properties.

      General and administrative expenses increased $15,238 for the three months
      ended March 31, 2005 as compared to the three months ended March 31, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 9.8% for
      the three  months  ended  March 31,  2005 from 10.3% for the three  months
      ended March 31, 2004.

      The Limited  Partners have received cash  distributions  through March 31,
      2005  totaling   $20,986,686  or  135.73%  of  Limited  Partners'  capital
      contributions.

      II-D PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED
      MARCH 31, 2004.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                   2005             2004
                                                ----------       ----------
      Oil and gas sales                         $1,421,546       $1,070,883
      Oil and gas production expenses           $  310,292       $  266,338
      Barrels produced                               7,013            7,389
      Mcf produced                                 185,605          173,189
      Average price/Bbl                         $    44.85       $    31.82
      Average price/Mcf                         $     5.96       $     4.83

      As shown in the table above,  total oil and gas sales  increased  $350,663
      (32.7%) for the three months ended March 31, 2005 as compared to the three
      months ended March 31, 2004. Of this increase,  approximately  (i) $91,000
      and  $211,000,  respectively,  were  related to  increases  in the average
      prices of oil and gas sold and (ii)  $60,000 was related to an increase in
      volumes of gas sold. Volumes of

                                      -47-
<PAGE>
      oil sold decreased 376 barrels, while volumes of gas sold increased 12,416
      Mcf for the three  months  ended  March 31,  2005 as compared to the three
      months  ended  March 31,  2004.  The  increase  in volumes of gas sold was
      primarily due to (i)  increases in  production on several wells  following
      successful  workovers of those wells during late 2004 and early 2005, (ii)
      the receipt of first  revenues on one  significant  well during late 2004,
      and (iii) a positive prior period volume  adjustment  made by the operator
      on another  significant well during the three months ended March 31, 2005.
      These   increases  were  partially   offset  by  the  shutting-in  of  one
      significant  well during late 2004 and early 2005 due to a  transportation
      problem  associated  with line pressure.  As of the date of this Quarterly
      Report, the shut-in well is expected to return to production in mid 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $43,954  (16.5%) for the three months ended
      March 31, 2005 as compared to the three months ended March 31, 2004.  This
      increase  was  primarily  due to  (i)  an  increase  in  production  taxes
      associated  with the  increase  in oil and gas  sales  and  (ii)  workover
      expenses incurred on several wells during the three months ended March 31,
      2005. These increases were partially offset by workover  expenses incurred
      on another  significant well during the three months ended March 31, 2004.
      As a percentage of oil and gas sales,  these  expenses  decreased to 21.8%
      for the three  months ended March 31, 2005 from 24.9% for the three months
      ended March 31, 2004.  This  percentage  decrease was primarily due to the
      increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $31,427  (45.7%) for the three  months  ended March 31, 2005 as
      compared to the three  months  ended March 31,  2004.  This  decrease  was
      primarily  due to upward  revisions  in the  estimates  of  remaining  gas
      reserves since March 31, 2004,  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 2.6% for the three months ended March 31, 2005
      from 6.4% for the three  months  ended  March 31,  2004.  This  percentage
      decrease was  primarily  due to (i) the dollar  decrease in  depreciation,
      depletion,  and  amortization  of oil  and gas  properties  and  (ii)  the
      increases in the average prices of oil and gas sold.

      General and administrative expenses increased $14,296 for the three months
      ended March 31, 2005 as compared to the three months ended March 31, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 7.7% for
      the three months ended March 31, 2005 from 8.8% for the three months ended
      March  31,  2004.  This  percentage  decrease  was  primarily  due  to the
      increases in the average prices of oil and gas sold.

                                      -48-
<PAGE>
      The Limited  Partners have received cash  distributions  through March 31,
      2005  totaling   $43,841,903  or  139.23%  of  Limited  Partners'  capital
      contributions.

      II-E PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED
      MARCH 31, 2004.

                                              Three Months Ended March 31,
                                               ----------------------------
                                                  2005               2004
                                                --------           --------
      Oil and gas sales                         $828,768           $701,330
      Oil and gas production expenses           $149,822           $159,917
      Barrels produced                             5,318              5,116
      Mcf produced                                98,896            113,320
      Average price/Bbl                         $  46.40           $  31.86
      Average price/Mcf                         $   5.89           $   4.75

      As shown in the table above,  total oil and gas sales  increased  $127,438
      (18.2%) for the three months ended March 31, 2005 as compared to the three
      months ended March 31, 2004. Of this increase,  approximately  $77,000 and
      $112,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These increases were partially  offset by a decrease of
      approximately  $69,000  related  to a  decrease  in  volumes  of gas sold.
      Volumes  of oil sold  increased  202  barrels,  while  volumes of gas sold
      decreased 14,424 Mcf for the three months ended March 31, 2005 as compared
      to the three months  ended March 31, 2004.  The increase in volumes of oil
      sold was primarily due to positive prior period volume adjustments made by
      the operators on two significant wells during the three months ended March
      31, 2005, which increases were partially offset by a positive prior period
      volume  adjustment made by the operator on one significant well during the
      three months ended March 31, 2004. The decrease in volumes of gas sold was
      primarily due to (i) the shutting-in of one  significant  well during late
      2004 and early 2005 due to a transportation  problem  associated with line
      pressure and (ii) normal  declines in  production.  As of the date of this
      Quarterly Report,  the shut-in well is expected to return to production in
      mid 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $10,095  (6.3%) for the three  months ended
      March 31, 2005 as compared to the three months ended March 31, 2004.  This
      decrease was  primarily due to (i) workover  expenses  incurred on several
      wells during the three months ended March 31, 2004, (ii) the receipt of ad
      valorem tax credits on one significant  well during the three months ended
      March 31, 2005, and (iii) a positive prior period lease operating  expense
      adjustment made by the operator on one  significant  well during the three
      months ended March 31, 2004.  These decreases were partially offset by (i)
      an increase in production taxes associated with

                                      -49-
<PAGE>

      the increase in oil and gas sales and (ii) workover  expenses  incurred on
      one  significant  well during the three months ended March 31, 2005.  As a
      percentage of oil and gas sales, these expenses decreased to 18.1% for the
      three  months  ended March 31, 2005 from 22.8% for the three  months ended
      March  31,  2004.  This  percentage  decrease  was  primarily  due  to the
      increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $102,879  (69.7%) for the three  months ended March 31, 2005 as
      compared to the three  months  ended March 31,  2004.  This  decrease  was
      primarily due to (i) one significant  well being fully depleted during the
      three months  ended March 31, 2004 due to the lack of  remaining  reserves
      and (ii) the decrease in volumes of gas sold.  As a percentage  of oil and
      gas sales, this expense decreased to 5.4% for the three months ended March
      31,  2005 from  21.0% for the three  months  ended  March 31,  2004.  This
      percentage   decrease  was  primarily  due  to  the  dollar   decrease  in
      depreciation, depletion, and amortization of oil and gas properties.

      General and administrative expenses increased $13,869 for the three months
      ended March 31, 2005 as compared to the three months ended March 31, 2004.
      As a percentage of oil and gas sales,  these  expenses  increased to 10.3%
      for the three  months ended March 31, 2005 from 10.2% for the three months
      ended March 31, 2004.

      The Limited  Partners have received cash  distributions  through March 31,
      2005  totaling   $30,694,574  or  134.14%  of  Limited  Partners'  capital
      contributions.

      II-F PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED
      MARCH 31, 2004.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                  2005               2004
                                                --------           --------
      Oil and gas sales                         $928,981           $782,910
      Oil and gas production expenses           $104,688           $138,253
      Barrels produced                             6,823              7,519
      Mcf produced                               104,383            123,018
      Average price/Bbl                         $  45.49           $  30.68
      Average price/Mcf                         $   5.93           $   4.49

      As shown in the table above,  total oil and gas sales  increased  $146,071
      (18.7%) for the three months ended March 31, 2005 as compared to the three
      months ended March 31, 2004. Of this increase,  approximately $101,000 and
      $150,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately $21,000 and $84,000,  respectively,  related to decreases in
      volumes of

                                      -50-
<PAGE>

      oil and gas sold.  Volumes of oil and gas sold  decreased  696 barrels and
      18,635 Mcf,  respectively,  for the three  months  ended March 31, 2005 as
      compared to the three months ended March 31, 2004. The decrease in volumes
      of oil  sold  was  primarily  due  to (i)  positive  prior  period  volume
      adjustments made by the operators on several wells during the three months
      ended March 31, 2004 and (ii) normal declines in production.  The decrease
      in  volumes  of gas sold  was  primarily  due to (i)  normal  declines  in
      production and (ii) a positive prior period volume  adjustment made by the
      operator on one  significant  well during the three months ended March 31,
      2004.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $33,565  (24.3%) for the three months ended
      March 31, 2005 as compared to the three months ended March 31, 2004.  This
      decrease was primarily due to (i) the receipt of ad valorem tax credits on
      one significant well during the three months ended March 31, 2005 and (ii)
      workover  expenses  incurred  on two  significant  wells  during the three
      months ended March 31, 2004.  These decreases were partially offset by (i)
      an increase in production  taxes  associated  with the increase in oil and
      gas sales and (ii)  workover  expenses  incurred on one  significant  well
      during the three months ended March 31, 2005.  As a percentage  of oil and
      gas sales,  these  expenses  decreased to 11.3% for the three months ended
      March 31, 2005 from 17.7% for the three months  ended March 31 2004.  This
      percentage  decrease was primarily  due to (i) the dollar  decrease in oil
      and gas  production  expenses and (ii) the increases in the average prices
      of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $2,661  (8.2%) for the three  months  ended  March 31,  2005 as
      compared to the three  months  ended March 31,  2004.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas  sold.  This
      decrease was  partially  offset by an increase in  depletable  oil and gas
      properties primarily due to the developmental  drilling of one significant
      well during the three months ended March 31, 2005.  As a percentage of oil
      and gas sales,  this expense  decreased to 3.2% for the three months ended
      March 31, 2005 from 4.1% for the three months  ended March 31, 2004.  This
      percentage  decrease was primarily due to (i) the increases in the average
      prices of oil and gas sold and (ii) the dollar  decrease in  depreciation,
      depletion, and amortization of oil and gas properties.

      General and administrative expenses increased $15,009 for the three months
      ended March 31, 2005 as compared to the three months ended March 31, 2004.
      As a percentage of oil and gas sales, these expenses increased to 7.5% for
      the three months ended March 31, 2005 from 6.9% for the three months ended
      March 31, 2004.

                                      -51-
<PAGE>

      The Limited  Partners have received cash  distributions  through March 31,
      2005  totaling   $25,565,051  or  149.15%  of  Limited  Partners'  capital
      contributions.

      II-G PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED
      MARCH 31, 2004.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                   2005              2004
                                                ----------       ----------
      Oil and gas sales                         $1,988,827       $1,662,197
      Oil and gas production expenses           $  237,660       $  295,297
      Barrels produced                              14,304           15,750
      Mcf produced                                 223,081          262,468
      Average price/Bbl                         $    45.48       $    30.69
      Average price/Mcf                         $     6.00       $     4.49

      As shown in the table above,  total oil and gas sales  increased  $326,630
      (19.7%) for the three months ended March 31, 2005 as compared to the three
      months ended March 31, 2004. Of this increase,  approximately $212,000 and
      $336,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately $44,000 and $177,000, respectively,  related to decreases in
      volumes of oil and gas sold.  Volumes of oil and gas sold decreased  1,446
      barrels and 39,387 Mcf, respectively, for the three months ended March 31,
      2005 as compared to the three months ended March 31, 2004. The decrease in
      volumes of oil sold was primarily due to (i) positive  prior period volume
      adjustments made by the operators on several wells during the three months
      ended March 31, 2004 and (ii) normal declines in production.  The decrease
      in  volumes  of gas sold  was  primarily  due to (i)  normal  declines  in
      production and (ii) a positive prior period volume  adjustment made by the
      operator on one  significant  well during the three months ended March 31,
      2004.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $57,637  (19.5%) for the three months ended
      March 31, 2005 as compared to the three months ended March 31, 2004.  This
      decrease was primarily due to (i) the receipt of ad valorem tax credits on
      one significant well during the three months ended March 31, 2005 and (ii)
      workover  expenses  incurred  on two  significant  wells  during the three
      months ended March 31, 2004.  These decreases were partially offset by (i)
      an increase in production  taxes  associated  with the increase in oil and
      gas sales and (ii)  workover  expenses  incurred on one  significant  well
      during the three months ended March 31, 2005.  As a percentage  of oil and
      gas sales,  these  expenses  decreased to 11.9% for the three months ended
      March 31, 2005 from 17.8% for the three months  ended March 31 2004.  This
      percentage decrease was primarily due to (i) the dollar

                                      -52-
<PAGE>

     decreases in oil and gas  production  expenses and (ii) the increase in the
     average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $4,206  (6.0%) for the three  months  ended  March 31,  2005 as
      compared to the three  months  ended March 31,  2004.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas  sold.  This
      decrease was  partially  offset by an increase in  depletable  oil and gas
      properties  due to the  developmental  drilling  of one  significant  well
      during the three months ended March 31, 2005.  As a percentage  of oil and
      gas sales, this expense decreased to 3.3% for the three months ended March
      31,  2005 from 4.2% for the  three  months  ended  March  31,  2004.  This
      percentage  decrease  was  primarily  due to the  increases in the average
      prices of oil and gas sold.

      General and administrative expenses increased $13,827 for the three months
      ended March 31, 2005 as compared to the three months ended March 31, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 6.3% for
      the three months ended March 31, 2005 from 6.7% for the three months ended
      March 31, 2004.

      The Limited  Partners have received cash  distributions  through March 31,
      2005  totaling   $53,431,371  or  143.56%  of  Limited  Partners'  capital
      contributions.

      II-H PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED
      MARCH 31, 2004.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                  2005               2004
                                                --------           --------
      Oil and gas sales                         $473,771           $396,233
      Oil and gas production expenses           $ 56,964           $ 71,050
      Barrels produced                             3,322              3,652
      Mcf produced                                53,716             63,116
      Average price/Bbl                         $  45.49           $  30.70
      Average price/Mcf                         $   6.01           $   4.50

      As shown in the table  above,  total oil and gas sales  increased  $77,538
      (19.6%) for the three months ended March 31, 2005 as compared to the three
      months ended March 31, 2004. Of this increase,  approximately  $49,000 and
      $81,000, respectively,  were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately $10,000 and $42,000,  respectively,  related to decreases in
      volumes  of oil and gas sold.  Volumes of oil and gas sold  decreased  330
      barrels and 9,400 Mcf, respectively,  for the three months ended March 31,
      2005 as compared to the three months ended March 31, 2004. The decrease in
      volumes of oil sold was primarily due to (i) positive  prior period volume
      adjustments made by

                                      -53-
<PAGE>

      the  operators  on several  wells  during the three months ended March 31,
      2004 and (ii) normal  declines in  production.  The decrease in volumes of
      gas sold was primarily due to (i) normal declines in production and (ii) a
      positive  prior  period  volume  adjustment  made by the  operator  on one
      significant well during the three months ended March 31, 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $14,086  (19.8%) for the three months ended
      March 31, 2005 as compared to the three months ended March 31, 2004.  This
      decrease was primarily due to (i) the receipt of ad valorem tax credits on
      one significant well during the three months ended March 31, 2005 and (ii)
      workover  expenses  incurred  on two  significant  wells  during the three
      months ended March 31, 2004.  These decreases were partially offset by (i)
      an increase in production  taxes  associated  with the increase in oil and
      gas sales and (ii)  workover  expenses  incurred on one  significant  well
      during the three months ended March 31, 2005.  As a percentage  of oil and
      gas sales,  these  expenses  decreased to 12.0% for the three months ended
      March 31, 2005 from 17.9% for the three months  ended March 31 2004.  This
      percentage  decrease was primarily  due to (i) the dollar  decrease in oil
      and gas  production  expenses and (ii) the increases in the average prices
      of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $1,136  (6.7%) for the three  months  ended  March 31,  2005 as
      compared to the three  months  ended March 31,  2004.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas  sold.  This
      decrease was  partially  offset by an increase in  depletable  oil and gas
      properties  due to the  developmental  drilling  of one  significant  well
      during the three months ended March 31, 2005.  As a percentage  of oil and
      gas sales, this expense decreased to 3.3% for the three months ended March
      31,  2005 from 4.3% for the  three  months  ended  March  31,  2004.  This
      percentage  decrease was primarily due to (i) the increases in the average
      prices of oil and gas sold and (ii) the dollar  decrease in  depreciation,
      depletion, and amortization of oil and gas properties.

      General and administrative expenses increased $15,478 for the three months
      ended March 31, 2005 as compared to the three months ended March 31, 2004.
      As a percentage of oil and gas sales,  these  expenses  increased to 10.0%
      for the three  months  ended March 31, 2005 from 8.0% for the three months
      ended March 31, 2004.  This  percentage  increase was primarily due to the
      dollar increase in general and administrative expenses.

      The Limited  Partners have received cash  distributions  through March 31,
      2005  totaling   $12,419,364  or  135.42%  of  Limited  Partners'  capital
      contributions.

                                      -54-
<PAGE>

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

            The Partnerships do not hold any market risk sensitive instruments.

ITEM 4.     CONTROLS AND PROCEDURES

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














                                      -55-
<PAGE>

                           PART II. OTHER INFORMATION


ITEM I:  LEGAL PROCEEDINGS

      A lawsuit  styled Xplor Energy  Operating  Co. v. The Newton Corp, et al.,
      Case No.  99-04-01960-CV,  284th  Judicial  District  Court of  Montgomery
      County,  Texas was filed on May 12,  1999.  The  Newton  Corp.  ("Newton")
      acquired an interest at auction in the State 87-S1 (the  "Well")  owned by
      the II-A Partnership and two related partnerships (collectively the "Prior
      Owners").  Eight months after  Newton's  acquisition  of the Prior Owners'
      interest,  the operator of the Well, Xplor Energy Operating Co. ("Xplor"),
      plugged and abandoned  the Well.  Xplor filed this lawsuit on May 12, 1999
      alleging that the Prior Owners were the record owners of the lease when it
      expired  and that the  Prior  Owners  were  responsible  for the  costs of
      plugging  and  abandoning  the Well.  Xplor  sought to  recover  the Prior
      Owners'  proportionate  share of the  costs to plug and  abandon  the well
      along with attorneys' fees and interest. The Prior Owners denied liability
      and cross-claimed against Newton for indemnity for any amounts that may be
      awarded to Xplor. Newton in turn alleged that the Prior Owners were liable
      for  the  plugging  costs.  Trial  was  held on  August  6,  2001.  At the
      conclusion  of the trial the Court  awarded Xplor $86,000 plus $200,000 in
      attorney fees and awarded Newton $300 plus $161,000 in attorney fees to be
      divided among the Prior Owners. On January 15, 2002 the Prior Owners filed
      an appeal of the  matter  with the Court of  Appeals,  Fifth  District  of
      Texas, Dallas,  Texas, Case No.  05-02-00070-CV.  The II-A Partnership has
      approximately  15% of the  liability  with  respect  to  the  trial  court
      judgment rendered in the matter.

      On April 23, 2002 the Prior Owners  entered  into a  settlement  agreement
      with Xplor  thereby  settling for $165,000 the judgment in favor of Xplor.
      On January  23,  2003 the Court of  Appeals  ruled  against  Newton on all
      issues  except  one claim  resulting  in the $300  liability  to the Prior
      Owners, and remanded the case to the trial court to determine and award to
      Newton any portion of the alleged  attorneys' fees awarded to them that is
      attributable  solely to the $300 award against the Prior Owners.  On April
      8, 2005 the Texas Supreme Court  reversed this decision and ruled that the
      Prior Owners had no liability to Newton.  The Texas Supreme Court remanded
      the case to the  trial  court to render a  judgment  in favor of the Prior
      Owners  against Newton in an amount to be determined in order to reimburse
      the Prior Owners for the costs to plug and abandon the Well.




                                      -56-
<PAGE>

      A lawsuit styled Robert W. Scott,  Individually  and as Managing Member of
      R.W.  Scott  Investments,  LLC  v.  Samson  Resources  Company,  Case  No.
      C-01-385, was filed in the District Court of Sweetwater County, Wyoming on
      June 29, 2001.  The lawsuit seeks class action  certification  and alleges
      that Samson  deducted from its payments to royalty and overriding  royalty
      owners  certain  charges  which were  improper  under the Wyoming  royalty
      payment  statutes.  A  number  of these  royalty  and  overriding  royalty
      payments  burdened  the  interests of the II-C and II-D  Partnerships.  In
      February  2003,  Samson  made a  supplemental  payment to the  royalty and
      overriding  royalty  interest  owners who were potential  class members of
      amounts  which were then  thought to have been  improperly  deducted  plus
      statutory  interest  thereon.  The applicable  portions of these payments,
      $2,548.31 and  $26,768.96,  respectively,  were recouped from the II-C and
      II-D  Partnerships  in the first quarter of 2003. The lawsuit also alleges
      that  Samson's  check stubs did not fully comply with the Wyoming  Royalty
      Payment Act. Samson intends to vigorously defend this claim.

      On  January  14,  2005 the trial  court  issued a letter  certifying  this
      lawsuit  as a  class  action  and  denying  Samson's  motion  for  summary
      judgment.  On May 4,  2005 the  trial  court  issued a  subsequent  letter
      clarifying its prior decision.  However,  as of the date of this Quarterly
      Report  the trial  court has not issued an Order  certifying  the class or
      denying  Samson's  motion  for  Summary  Judgment.   The  General  Partner
      anticipates  receipt  of this  Order in the near  future  and  intends  to
      immediately seek a review of these decisions by the Wyoming Supreme Court.


ITEM 6.  EXHIBITS


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

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

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

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


                                      -57-
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -58-
<PAGE>

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

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

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

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

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

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









                                      -59-
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H

                                    (Registrant)

                                    BY:   GEODYNE RESOURCES, INC.

                                          General Partner


Date:  May 13, 2005                 By:       /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  May 13, 2005                 By:      /s/Craig D. Loseke
                                       --------------------------------
                                            (Signature)
                                            Craig D. Loseke
                                            Chief Accounting Officer


                                      -60-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      -61-
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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


                                      -62-