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, 2001

Commission File Number:

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

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



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


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

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

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

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




                                      -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,
                                                  2001             2000
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $1,063,778       $1,070,734
   Accounts receivable:
      Oil and gas sales                           946,279        1,042,022
                                               ----------       ----------
        Total current assets                   $2,010,057       $2,112,756

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                2,846,495        2,827,525

DEFERRED CHARGE                                   813,560          813,560
                                               ----------       ----------
                                               $5,670,112       $5,753,841
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   84,978       $  169,414
   Gas imbalance payable                           92,583          103,856
                                               ----------       ----------
        Total current liabilities              $  177,561       $  273,270

ACCRUED LIABILITY                              $  242,152       $  252,704

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  332,597)     ($  333,839)
   Limited Partners, issued and
      outstanding, 484,283 units                5,582,996        5,561,706
                                               ----------       ----------
        Total Partners' capital                $5,250,399       $5,227,867
                                               ----------       ----------
                                               $5,670,112       $5,753,841
                                               ==========       ==========





         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, 2001 AND 2000
                                   (Unaudited)

                                                 2001              2000
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,686,111        $1,239,736
   Interest income                                12,024             7,935
   Gain on sale of oil and gas
      properties                                   3,234                 -
                                              ----------        ----------
                                              $1,701,369        $1,247,671

COSTS AND EXPENSES:
   Lease operating                            $  244,235        $  317,978
   Production tax                                110,391            59,884
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  80,099           134,920
   General and administrative
      (Note 2)                                   151,082           173,088
                                              ----------        ----------
                                              $  585,807        $  685,870
                                              ----------        ----------

NET INCOME                                    $1,115,562        $  561,801
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  117,272        $   67,529
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  998,290        $  494,272
                                              ==========        ==========
NET INCOME per unit                           $     2.06        $     1.02
                                              ==========        ==========
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, 2001 AND 2000
                                   (Unaudited)
                                                   2001             2000
                                               ------------      ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $1,115,562        $561,801
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  80,099         134,920
      Gain on sale of oil and gas
        properties                             (     3,234)              -
      (Increase) decrease in accounts
        receivable - oil and gas sales              95,743       (  67,512)
      Decrease in accounts payable             (    84,436)      (  24,384)
      Decrease in gas imbalance
        payable                                (    11,273)              -
      Decrease in accrued liability            (    10,552)              -
                                                ----------        --------
Net cash provided by operating
   activities                                   $1,181,909        $604,825
                                                ----------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   99,069)      ($ 40,708)
   Proceeds from sale of oil and
      gas properties                                 3,234               -
                                                ----------        --------
Net cash used by investing activities          ($   95,835)      ($ 40,708)
                                                ----------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($1,093,030)      ($646,369)
                                                ----------        --------
Net cash used by financing activities          ($1,093,030)      ($646,369)
                                                ----------        --------
NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($    6,956)      ($ 82,252)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           1,070,734         723,978
                                                ----------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $1,063,778        $641,726
                                                ==========        ========





         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,
                                                 2001              2000
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  648,612        $  714,162
   Accounts receivable:
      Oil and gas sales                          700,944           728,372
                                              ----------        ----------
        Total current assets                  $1,349,556        $1,442,534

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,702,652         1,530,002

DEFERRED CHARGE                                  204,209           204,209
                                              ----------        ----------
                                              $3,256,417        $3,176,745
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   52,442        $  128,102
   Gas imbalance payable                          17,720            17,720
                                              ----------        ----------
        Total current liabilities             $   70,162        $  145,822

ACCRUED LIABILITY                             $   87,878        $   87,878

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  263,278)      ($  269,807)
   Limited Partners, issued and
      outstanding, 361,719 units               3,361,655         3,212,852
                                              ----------        ----------
        Total Partners' capital               $3,098,377        $2,943,045
                                              ----------        ----------
                                              $3,256,417        $3,176,745
                                              ==========        ==========



         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, 2001 AND 2000
                                   (Unaudited)

                                                2001              2000
                                             ----------         --------

REVENUES:
   Oil and gas sales                         $1,329,368         $849,518
   Interest income                                7,146            4,321
                                             ----------         --------
                                             $1,336,514         $853,839

COSTS AND EXPENSES:
   Lease operating                           $  150,280         $199,919
   Production tax                                76,998           39,791
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 47,653           70,152
   General and administrative
      (Note 2)                                  116,719          129,274
                                             ----------         --------
                                             $  391,650         $439,136
                                             ----------         --------

NET INCOME                                   $  944,864         $414,703
                                             ==========         ========
GENERAL PARTNER - NET INCOME                 $   98,061         $ 23,325
                                             ==========         ========
LIMITED PARTNERS - NET INCOME                $  846,803         $391,378
                                             ==========         ========
NET INCOME per unit                          $     2.34         $   1.08
                                             ==========         ========
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, 2001 AND 2000
                                   (Unaudited)

                                                     2001           2000
                                                   --------       --------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                      $944,864       $414,703
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                   47,653         70,152
      (Increase) decrease in accounts
        receivable - oil and gas sales               27,428      (  20,170)
      Decrease in accounts payable                (  75,660)     (  21,926)
                                                   --------       --------
Net cash provided by operating
   activities                                      $944,285       $442,759
                                                   --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                           ($220,303)     ($ 53,112)
                                                   --------       --------
Net cash used by investing activities             ($220,303)     ($ 53,112)
                                                   --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                             ($789,532)     ($373,391)
                                                   --------       --------
Net cash used by financing activities             ($789,532)     ($373,391)
                                                   --------       --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                               ($ 65,550)      $ 16,256

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                              714,162        372,838
                                                   --------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                   $648,612       $389,094
                                                   ========       ========



         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,
                                                  2001            2000
                                              -----------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  384,054       $  412,356
   Accounts receivable:
      Oil and gas sales                           322,307          350,577
                                               ----------       ----------
        Total current assets                   $  706,361       $  762,933

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  887,672          878,906

DEFERRED CHARGE                                   130,095          130,095
                                               ----------       ----------
                                               $1,724,128       $1,771,934
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   24,678       $   21,688
   Gas imbalance payable                           15,380           15,380
                                               ----------       ----------
        Total current liabilities              $   40,058       $   37,068

ACCRUED LIABILITY                              $   43,301       $   54,138

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  111,647)     ($  105,478)
   Limited Partners, issued and
      outstanding, 154,621 units                1,752,416        1,786,206
                                               ----------       ----------
        Total Partners' capital                $1,640,769       $1,680,728
                                               ----------       ----------
                                               $1,724,128       $1,771,934
                                               ==========       ==========


         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, 2001 AND 2000
                                   (Unaudited)

                                                2001              2000
                                              --------          --------

REVENUES:
   Oil and gas sales                          $597,276          $404,217
   Interest income                               4,275             2,382
                                              --------          --------
                                              $601,551          $406,599

COSTS AND EXPENSES:
   Lease operating                            $ 74,742          $ 85,031
   Production tax                               41,477            21,927
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                24,362            38,068
   General and administrative
      (Note 2)                                  58,776            55,281
                                              --------          --------
                                              $199,357          $200,307
                                              --------          --------

NET INCOME                                    $402,194          $206,292
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 41,984          $ 23,817
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $360,210          $182,475
                                              ========          ========
NET INCOME per unit                           $   2.33          $   1.18
                                              ========          ========
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, 2001 AND 2000
                                   (Unaudited)
                                                  2001              2000
                                                --------          --------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $402,194          $206,292
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                24,362            38,068
      Decrease in accounts receivable -
        oil and gas sales                         28,270             2,413
      Increase (decrease) in accounts
        payable                                    2,990         (   9,496)
      Decrease in accrued liability            (  10,837)                -
                                                --------          --------
Net cash provided by operating
   activities                                   $446,979          $237,277
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 33,128)        ($ 22,654)
                                                --------          --------
Net cash used by investing activities          ($ 33,128)        ($ 22,654)
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($442,153)        ($209,263)
                                                --------          --------
Net cash used by financing activities          ($442,153)        ($209,263)
                                                --------          --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($ 28,302)         $  5,360

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           412,356           204,820
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $384,054          $210,180
                                                ========          ========



         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,
                                                 2001              2000
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  909,004        $1,432,990
   Accounts receivable:
      Oil and gas sales                          705,721           703,180
                                              ----------        ----------
        Total current assets                  $1,614,725        $2,136,170

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,717,358         1,737,343

DEFERRED CHARGE                                  397,689           397,689
                                              ----------        ----------
                                              $3,729,772        $4,271,202
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   56,742        $   54,672
   Gas imbalance payable                          74,121            74,121
                                              ----------        ----------
        Total current liabilities             $  130,863        $  128,793

ACCRUED LIABILITY                             $  141,521        $  154,927

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  223,394)      ($  180,437)
   Limited Partners, issued and
      outstanding, 314,878 units               3,680,782         4,167,919
                                              ----------        ----------
        Total Partners' capital               $3,457,388        $3,987,482
                                              ----------        ----------
                                              $3,729,772        $4,271,202
                                              ==========        ==========




         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, 2001 AND 2000
                                   (Unaudited)

                                                 2001             2000
                                              ----------        --------

REVENUES:
   Oil and gas sales                          $1,325,576        $832,083
   Interest income                                14,127           6,080
   Loss on sale of oil and gas
      properties                                       -       (   2,474)
                                              ----------        --------
                                              $1,339,703        $835,689

COSTS AND EXPENSES:
   Lease operating                            $  161,952        $177,903
   Production tax                                 94,077          50,326
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  48,906          72,748
   General and administrative
      (Note 2)                                   103,821         112,549
                                              ----------        --------
                                              $  408,756        $413,526
                                              ----------        --------

NET INCOME                                    $  930,947        $422,163
                                              ==========        ========
GENERAL PARTNER - NET INCOME                  $   96,084        $ 48,156
                                              ==========        ========
LIMITED PARTNERS - NET INCOME                 $  834,863        $374,007
                                              ==========        ========
NET INCOME per unit                           $     2.65        $   1.19
                                              ==========        ========
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, 2001 AND 2000
                                   (Unaudited)
                                                    2001            2000
                                                 ----------       --------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $  930,947       $422,163
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                   48,906         72,748
      Loss on sale of oil and gas
        properties                                        -          2,474
      Increase in accounts receivable -
        oil and gas sales                       (     2,541)     (  52,257)
      Increase (decrease) in accounts
        payable                                       2,070      (  16,399)
      Decrease in accrued liability             (    13,406)             -
                                                 ----------       --------
Net cash provided by operating
   activities                                    $  965,976       $428,729
                                                 ----------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($   28,921)     ($     81)
                                                 ----------       --------
Net cash used by investing activities           ($   28,921)     ($     81)
                                                 ----------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($1,461,041)     ($486,041)
                                                 ----------       --------
Net cash used by financing activities           ($1,461,041)     ($486,041)
                                                 ----------       --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                  ($  523,986)     ($ 57,393)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            1,432,990        547,528
                                                 ----------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $  909,004       $490,135
                                                 ==========       ========



         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,
                                                 2001              2000
                                              ----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  674,771        $  511,025
   Accounts receivable:
      Oil and gas sales                          492,365           541,215
                                              ----------        ----------
        Total current assets                  $1,167,136        $1,052,240

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,613,292         1,652,204

DEFERRED CHARGE                                  204,138           204,138
                                              ----------        ----------
                                              $2,984,566        $2,908,582
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   30,084        $   29,489
   Gas imbalance payable                          22,545            22,545
                                              ----------        ----------
        Total current liabilities             $   52,629        $   52,034

ACCRUED LIABILITY                             $   35,904        $   35,904

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  138,415)      ($  133,047)
   Limited Partners, issued and
      outstanding, 228,821 units               3,034,448         2,953,691
                                              ----------        ----------
        Total Partners' capital               $2,896,033        $2,820,644
                                              ----------        ----------
                                              $2,984,566        $2,908,582
                                              ==========        ==========




         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, 2001 AND 2000
                                   (Unaudited)

                                                2001              2000
                                              --------          --------

REVENUES:
   Oil and gas sales                          $933,005          $509,305
   Interest income                               6,038             4,898
   Gain (loss) on sale of oil and
      gas properties                         (      75)            1,977
                                              --------          --------
                                              $938,968          $516,180

COSTS AND EXPENSES:
   Lease operating                            $104,042          $ 96,208
   Production tax                               71,548            23,085
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                45,759            81,262
   General and administrative
      (Note 2)                                  79,540            81,800
                                              --------          --------
                                              $300,889          $282,355
                                              --------          --------

NET INCOME                                    $638,079          $233,825
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 67,322          $ 30,206
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $570,757          $203,619
                                              ========          ========
NET INCOME per unit                           $   2.49          $    .89
                                              ========          ========
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, 2001 AND 2000
                                   (Unaudited)

                                                   2001             2000
                                                 --------         --------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $638,079         $233,825
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 45,759           81,262
      (Gain) loss on sale of oil and
        gas properties                                 75        (   1,977)
      (Increase) decrease in accounts
        receivable - oil and gas sales             48,850        (  21,152)
      Increase in accounts receivable -
        General Partner                                 -        (   3,500)
      Increase (decrease) in accounts
        payable                                       595        (  17,002)
      Decrease in gas imbalance payable                 -        ( 113,594)
                                                 --------         --------
Net cash provided by operating
   activities                                    $733,358         $157,862
                                                 --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($  6,922)       ($  1,392)
   Proceeds from sale of oil and
      gas properties                                    -            5,886
                                                 --------         --------
Net cash provided (used) by
   investing activities                         ($  6,922)        $  4,494
                                                 --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($562,690)       ($302,519)
                                                 --------         --------
Net cash used by financing activities           ($562,690)       ($302,519)
                                                 --------         --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                              $163,746        ($140,163)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            511,025          450,833
                                                 --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $674,771         $310,670
                                                 ========         ========

         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,
                                                  2001             2000
                                               ----------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  559,338       $  441,154
   Accounts receivable:
      Oil and gas sales                           403,839          440,181
                                               ----------       ----------
        Total current assets                   $  963,177       $  881,335

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,592,078        1,597,803

DEFERRED CHARGE                                    34,659           34,659
                                               ----------       ----------
                                               $2,589,914       $2,513,797
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   24,631       $   21,902
   Gas imbalance payable                            7,439            7,439
                                               ----------       ----------
        Total current liabilities              $   32,070       $   29,341

ACCRUED LIABILITY                              $   12,341       $   12,341

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  105,607)     ($  101,577)
   Limited Partners, issued and
      outstanding, 171,400 units                2,651,110        2,573,692
                                               ----------       ----------
        Total Partners' capital                $2,545,503       $2,472,115
                                               ----------       ----------
                                               $2,589,914       $2,513,797
                                               ==========       ==========



         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, 2001 AND 2000
                                   (Unaudited)

                                                  2001              2000
                                                --------          --------

REVENUES:
   Oil and gas sales                            $820,886          $507,658
   Interest income                                 5,075             3,154
   Gain (loss) on sale of oil and
      gas properties                           (     184)            8,555
                                                --------          --------
                                                $825,777          $519,367

COSTS AND EXPENSES:
   Lease operating                              $ 82,775          $ 87,404
   Production tax                                 54,561            27,202
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  52,067            68,750
   General and administrative
      (Note 2)                                    63,489            61,281
                                                --------          --------
                                                $252,892          $244,637
                                                --------          --------

NET INCOME                                      $572,885          $274,730
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 61,467          $ 33,345
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $511,418          $241,385
                                                ========          ========
NET INCOME per unit                             $   2.98          $   1.41
                                                ========          ========
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, 2001 AND 2000
                                   (Unaudited)

                                                  2001              2000
                                                --------          --------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $572,885          $274,730
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                52,067            68,750
      (Gain) loss on sale of oil and
        gas properties                               184         (   8,555)
      (Increase) decrease in accounts
        receivable - oil and gas sales            36,342         (  21,394)
      Increase in accounts receivable -
        General Partner                                -         (   8,555)
      Increase (decrease) in accounts
        payable                                    2,729         (     829)
                                                --------          --------
Net cash provided by operating
   activities                                   $664,207          $304,147
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 46,526)        ($  3,716)
   Proceeds from sale of oil and
      gas properties                                   -             8,555
                                                --------          --------
Net cash provided (used) by
   investing activities                        ($ 46,526)         $  4,839
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($499,497)        ($295,239)
                                                --------          --------
Net cash used by financing activities          ($499,497)        ($295,239)
                                                --------          --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $118,184          $ 13,747

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           441,154           280,098
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $559,338          $293,845
                                                ========          ========


         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,
                                                  2001             2000
                                               ----------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $1,197,981       $  934,304
   Accounts receivable:
      Oil and gas sales                           857,309          935,211
                                               ----------       ----------
        Total current assets                   $2,055,290       $1,869,515

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                3,430,549        3,439,338

DEFERRED CHARGE                                    76,673           76,673
                                               ----------       ----------
                                               $5,562,512       $5,385,526
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   52,819       $   47,021
   Gas imbalance payable                           16,142           16,142
                                               ----------       ----------
        Total current liabilities              $   68,961       $   63,163

ACCRUED LIABILITY                              $   31,272       $   31,272

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  221,511)     ($  212,913)
   Limited Partners, issued and
      outstanding, 372,189 units                5,683,790        5,504,004
                                               ----------       ----------
        Total Partners' capital                $5,462,279       $5,291,091
                                               ----------       ----------
                                               $5,562,512       $5,385,526
                                               ==========       ==========


         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, 2001 AND 2000
                                   (Unaudited)

                                                 2001              2000
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,744,050        $1,040,439
   Interest income                                10,878             7,327
   Gain (loss) on sale of oil and
      gas properties                         (       385)           17,889
                                              ----------        ----------
                                              $1,754,543        $1,065,655

COSTS AND EXPENSES:
   Lease operating                            $  176,803        $  187,170
   Production tax                                116,177            57,717
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 111,048           149,290
   General and administrative
      (Note 2)                                   119,746           133,035
                                              ----------        ----------
                                              $  523,774        $  527,212
                                              ----------        ----------

NET INCOME                                    $1,230,769        $  538,443
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  131,983        $   66,548
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,098,786        $  471,895
                                              ==========        ==========
NET INCOME per unit                           $     2.95        $     1.27
                                              ==========        ==========
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, 2001 AND 2000
                                   (Unaudited)

                                                  2001              2000
                                               ----------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $1,230,769         $538,443
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                111,048          149,290
      (Gain) loss on sale of oil and
        gas properties                                385        (  17,889)
      (Increase) decrease in accounts
        receivable - oil and gas sales             77,902        (  13,493)
      Increase in accounts receivable -
        General Partner                                 -        (  17,889)
      Increase (decrease) in accounts
        payable                                     5,798        (   1,722)
                                               ----------         --------
Net cash provided by operating
   activities                                  $1,425,902         $636,740
                                               ----------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($  102,644)       ($  7,813)
   Proceeds from sale of oil and
      gas properties                                    -           17,889
                                               ----------         --------
Net cash provided (used) by
   investing activities                       ($  102,644)        $ 10,076
                                               ----------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($1,059,581)       ($626,473)
                                               ----------         --------
Net cash used by financing
   activities                                 ($1,059,581)       ($626,473)
                                               ----------         --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                 $  263,677         $ 20,343

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            934,304          633,816
                                               ----------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $1,197,981         $654,159
                                               ==========         ========

         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,
                                                  2001             2000
                                               ----------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  272,098       $  229,651
   Accounts receivable:
      Oil and gas sales                           204,116          223,004
                                               ----------       ----------
        Total current assets                   $  476,214       $  452,655

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  807,767          807,844

DEFERRED CHARGE                                    17,788           17,788
                                               ----------       ----------
                                               $1,301,769       $1,278,287
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   12,794       $   11,405
   Gas imbalance payable                            3,993            3,993
                                               ----------       ----------
        Total current liabilities              $   16,787       $   15,398

ACCRUED LIABILITY                              $    6,007       $    6,007

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   56,693)     ($   54,632)
   Limited Partners, issued and
      outstanding, 91,711 units                 1,335,668        1,311,514
                                               ----------       ----------
        Total Partners' capital                $1,278,975       $1,256,882
                                               ----------       ----------
                                               $1,301,769       $1,278,287
                                               ==========       ==========


         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, 2001 AND 2000
                                   (Unaudited)

                                                  2001              2000
                                                --------          --------

REVENUES:
   Oil and gas sales                            $415,361          $222,609
   Interest income                                 2,540             1,676
   Gain (loss) on sale of oil and
      gas properties                           (      89)            4,138
                                                --------          --------
                                                $417,812          $228,423

COSTS AND EXPENSES:
   Lease operating                              $ 42,525          $ 45,307
   Production tax                                 27,834            13,014
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  26,030            34,596
   General and administrative
      (Note 2)                                    41,153            32,759
                                                --------          --------
                                                $137,542          $125,676
                                                --------          --------

NET INCOME                                      $280,270          $102,747
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 30,116          $  6,437
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $250,154          $ 96,310
                                                ========          ========
NET INCOME per unit                             $   2.73          $   1.05
                                                ========          ========
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, 2001 AND 2000
                                   (Unaudited)

                                                  2001               2000
                                                --------           --------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $280,270           $102,747
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                26,030             34,596
      (Gain) loss on sale of oil and
        gas properties                                89          (   4,138)
      Decrease in accounts receivable -
        oil and gas sales                         18,888             11,545
      Increase in accounts receivable -
        General Partner                                -          (   4,138)
      Increase (decrease) in accounts
        payable                                    1,389          (     435)
                                                --------           --------
Net cash provided by operating
   activities                                   $326,666           $140,177
                                                --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 26,042)         ($  1,825)
   Proceeds from sale of oil and
      gas properties                                   -              4,138
                                                --------           --------
Net cash provided (used) by investing
   activities                                  ($ 26,042)          $  2,313
                                                --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($258,177)         ($136,210)
                                                --------           --------
Net cash used by financing activities          ($258,177)         ($136,210)
                                                --------           --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $ 42,447           $  6,280

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           229,651            147,018
                                                --------           --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $272,098           $153,298
                                                ========           ========


         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, 2001
                                   (Unaudited)


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

      The combined balance sheets as of March 31, 2001,  combined  statements of
      operations  for the  three  months  ended  March 31,  2001 and  2000,  and
      combined  statements  of cash flows for the three  months  ended March 31,
      2001 and 2000 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, 2001,  the combined  results of  operations  for the
      three  months ended March 31, 2001 and 2000,  and the combined  cash flows
      for the three months ended March 31, 2001 and 2000.

      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, 2000. The
      results  of  operations  for the  period  ended  March  31,  2001  are not
      necessarily indicative of the results to be expected for the full year.

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




                                      -26-
<PAGE>




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

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

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

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



                                      -27-
<PAGE>




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

      The Partnerships'  Partnership Agreements provide for reimbursement to the
      General Partner for all direct general and administrative expenses and for
      the general and  administrative  overhead  applicable to the  Partnerships
      based on an allocation of actual costs  incurred.  During the three months
      ended March 31,  2001,  the  following  payments  were made to the General
      Partner or its affiliates by the Partnerships:

                                 Direct General          Administrative
            Partnership        and Administrative           Overhead
            -----------        ------------------        ---------------
               II-A                 $ 23,639                 $127,443
               II-B                   21,529                   95,190
               II-C                   18,087                   40,689
               II-D                   20,958                   82,863
               II-E                   19,324                   60,216
               II-F                   18,384                   45,105
               II-G                   21,802                   97,944
               II-H                   17,018                   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.





                                      -28-
<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.



                                      -29-
<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,  2001  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  recompletion or workovers,
      however, may reduce or eliminate cash available for a particular quarterly
      distribution.  During  the three  months  ended  March 31,  2001,  capital
      expenditures  for the II-A, II-B, and II-C  Partnerships  totaled $99,069,
      $220,303, and $33,128, respectively. These expenditures were primarily due
      to the  drilling  of three  developmental  wells  located in Kern  County,
      California. The II-A, II-B, and II-C Partnerships own working interests of
      3.9%, 16.2%, and 2.4%, respectively, in these wells.




                                      -30-
<PAGE>



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

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis  of results of  operations  provided  below.  The most  important
      variables affecting the Partnerships' revenues are the prices received for
      the  sale of oil and gas and  the  volumes  of oil and gas  produced.  The
      Partnerships'  production  is mainly  natural  gas,  so such  pricing  and
      volumes are the most significant factors.

      Due to the volatility of oil and gas prices,  forecasting future prices is
      subject to great  uncertainty  and  inaccuracy.  Substantially  all of the
      Partnerships' gas reserves are being sold on the "spot market".  Prices on
      the  spot  market  are  subject  to wide  seasonal  and  regional  pricing
      fluctuations due to the highly competitive nature of the spot market. Such
      spot market sales are  generally  short-term  in nature and are  dependent
      upon the  obtaining  of  transportation  services  provided by  pipelines.
      However,  oil and gas are  depleting  assets,  so it can be expected  that
      production  levels  will  decline  over time.  Recent gas prices have been
      significantly  higher than the Partnerships'  historical average.  This is
      attributable to the higher prices for crude oil, a substitute fuel in some
      markets,  and reduced production due to lower capital  investments in 1998
      and 1999.

      II-A PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2000.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                   2001              2000
                                                ----------       ----------
      Oil and gas sales                         $1,686,111       $1,239,736
      Oil and gas production expenses           $  354,626       $  377,862
      Barrels produced                              18,727           21,752
      Mcf produced                                 180,685          274,250
      Average price/Bbl                         $    26.76       $    25.50
      Average price/Mcf                         $     6.56       $     2.50

      As shown in the table above,  total oil and gas sales  increased  $446,375
      (36.0%) for the three months ended March 31, 2001 as compared to the three
      months ended March 31, 2000. Of this increase,  approximately $734,000 was
      related to an increase in the average price of gas sold. This increase was
      partially  offset by  decreases  of  approximately  $77,000 and  $234,000,
      respectively, related to decreases in volumes of oil and gas sold. Volumes
      of oil and gas sold



                                      -31-
<PAGE>



      decreased 3,025 barrels and 93,565 Mcf, respectively, for the three months
      ended March 31, 2001 as compared to the three months ended March 31, 2000.
      The decrease in volumes of oil sold was primarily due to a positive  prior
      period volume  adjustment  made by the purchaser on one  significant  well
      during  the three  months  ended  March 31,  2000 and normal  declines  in
      production.  The  decrease in volumes of gas sold was  primarily  due to a
      negative gas balancing  adjustment on another  significant well during the
      three  months  ended  March 31, 2001 and normal  declines  in  production.
      Average  oil and gas prices  increased  to $26.76 per barrel and $6.56 per
      Mcf,  respectively,  for the three months ended March 31, 2001 from $25.50
      per barrel and $2.50 per Mcf,  respectively,  for the three  months  ended
      March 31, 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $23,236  (6.1%) for the three  months ended
      March 31, 2001 as compared to the three months ended March 31, 2000.  This
      decrease was primarily due to (i) surface repair and maintenance  expenses
      incurred on one  significant  well during the three months ended March 31,
      2000, (ii) positive prior period lease operating expense  adjustments made
      by the  operator on two  significant  wells  during the three months ended
      March  31,  2000,  and  (iii)  a  decrease  in  lease  operating  expenses
      associated  with the  decreases  in  volumes  of oil and gas  sold.  These
      decreases  were  partially  offset  by an  increase  in  production  taxes
      associated  with the increase in oil and gas sales. As a percentage of oil
      and gas sales,  these  expenses  decreased  to 21.0% for the three  months
      ended March 31, 2001 from 30.5% for the three months ended March 31, 2000.
      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  $54,821  (40.6%) for the three  months  ended March 31, 2001 as
      compared to the three  months  ended March 31,  2000.  This  decrease  was
      primarily  due to the  decreases in volumes of oil and gas sold and upward
      revisions in the estimates of remaining gas reserves at December 31, 2000.
      As a percentage of oil and gas sales,  this expense  decreased to 4.8% for
      the three  months  ended  March 31,  2001 from 10.9% for the three  months
      ended March 31, 2000.  This  percentage  decrease was primarily due to the
      increases  in the  average  prices  of oil and  gas  sold  and the  dollar
      decrease in depreciation, depletion, and amortization.




                                      -32-
<PAGE>




      General and  administrative  expenses  decreased  $22,006  (12.7%) for the
      three  months  ended March 31, 2001 as compared to the three  months ended
      March 31, 2000.  This decrease was primarily due to a change in allocation
      of  audit  fees   among  the  II-A   Partnership   and  other   affiliated
      partnerships.  As a  percentage  of oil  and  gas  sales,  these  expenses
      decreased to 9.0% for the three months ended March 31, 2001 from 14.0% for
      the three  months  ended March 31,  2000.  This  percentage  decrease  was
      primarily due to the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2001  totaling  $51,740,357  or 106.84% of the Limited  Partners'  capital
      contributions.

      II-B PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2000.

                                              Three Months Ended March 31,
                                              ----------------------------
                                                   2001              2000
                                                ----------         --------
      Oil and gas sales                         $1,329,368         $849,518
      Oil and gas production expenses           $  227,278         $239,710
      Barrels produced                              14,091           14,891
      Mcf produced                                 144,187          195,055
      Average price/Bbl                         $    26.22         $  25.43
      Average price/Mcf                         $     6.66         $   2.41

      As shown in the table above,  total oil and gas sales  increased  $479,850
      (56.5%) for the three months ended March 31, 2001 as compared to the three
      months ended March 31, 2000. Of this increase,  approximately $612,000 was
      related to an increase in the average price of gas sold. This increase was
      partially  offset by a decrease  of  approximately  $123,000  related to a
      decrease in volumes of gas sold. Volumes of oil and gas sold decreased 800
      barrels and 50,868 Mcf, respectively, for the three months ended March 31,
      2001 as compared to the three months ended March 31, 2000. The decrease in
      volumes  of gas  sold  was  primarily  due to (i) the  shutting-in  of two
      significant wells during the three months ended March 31, 2001 in order to
      perform repairs,  (ii) the shutting-in of another  significant well during
      the three months ended March 31, 2001 due to low well pressure,  and (iii)
      normal  declines in  production.  Average oil and gas prices  increased to
      $26.22 per barrel and $6.66 per Mcf,  respectively,  for the three  months
      ended   March  31,  2001  from  $25.43  per  barrel  and  $2.41  per  Mcf,
      respectively, for the three months ended March 31, 2000.




                                      -33-
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $12,432  (5.2%) for the three  months ended
      March 31, 2001 as compared to the three months ended March 31, 2000.  This
      decrease was primarily due to (i) a decrease in lease  operating  expenses
      associated  with the  decreases  in  volumes  of oil and gas sold,  (ii) a
      decrease in lease  operating  environmental  expenses on a waterflood unit
      during the three  months  ended  March 31,  2001 as  compared to the three
      months  ended March 31,  2000,  and (iii) a negative  prior  period  lease
      operating expense  adjustment made by the operator on one significant well
      during  the three  months  ended  March 31,  2001.  These  decreases  were
      partially  offset by an increase in production  taxes  associated with the
      increase in oil and gas sales. As a percentage of oil and gas sales, these
      expenses decreased to 17.1% for the three months ended March 31, 2001 from
      28.2% for the three months ended March 31, 2000. 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  $22,499  (32.1%) for the three  months  ended March 31, 2001 as
      compared to the three  months  ended March 31,  2000.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas  sold.  As a
      percentage  of oil and gas sales,  this expense  decreased to 3.6% for the
      three  months  ended March 31, 2001 from 8.3% for the three  months  ended
      March  31,  2000.  This  percentage  decrease  was  primarily  due  to the
      increases in the average prices of oil and gas sold.

      General and administrative expenses decreased $12,555 (9.7%) for the three
      months  ended March 31, 2001 as compared to the three  months  ended March
      31, 2000. As a percentage of oil and gas sales,  these expenses  decreased
      to 8.8% for the three months ended March 31, 2001 from 15.2% for the three
      months ended March 31, 2000. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2001  totaling  $37,703,916  or 104.24% of the Limited  Partners'  capital
      contributions.





                                      -34-
<PAGE>




      II-C PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2000.

                                                 Three Months Ended March 31,
                                                 ----------------------------
                                                    2001             2000
                                                  --------         --------
      Oil and gas sales                           $597,276         $404,217
      Oil and gas production expenses             $116,219         $106,958
      Barrels produced                               4,069            4,495
      Mcf produced                                  74,354          114,902
      Average price/Bbl                           $  25.96         $  26.20
      Average price/Mcf                           $   6.61         $   2.49

      As shown in the table above,  total oil and gas sales  increased  $193,059
      (47.8%) for the three months ended March 31, 2001 as compared to the three
      months ended March 31, 2000. Of this increase,  approximately $306,000 was
      related to an increase in the average price of gas sold. This increase was
      partially  offset by a decrease  of  approximately  $101,000  related to a
      decrease in volumes of gas sold. Volumes of oil and gas sold decreased 426
      barrels and 40,548 Mcf, respectively, for the three months ended March 31,
      2001 as compared to the three months ended March 31, 2000. The decrease in
      volumes  of gas sold was  primarily  due to (i) a negative  gas  balancing
      adjustment on one significant well during the three months ended March 31,
      2001,  (ii) the shutting-in of another  significant  well during the three
      months  ended March 31, 2001 due to low well  pressure,  and (iii)  normal
      declines in production.  Average oil prices decreased to $25.96 per barrel
      for the three  months  ended March 31, 2001 from $26.20 per barrel for the
      three months ended March 31, 2000.  Average gas prices  increased to $6.61
      per Mcf for the three  months  ended March 31, 2001 from $2.49 per Mcf for
      the three months ended March 31, 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) increased $9,261 (8.7%) for the three months ended March
      31, 2001 as  compared  to the three  months  ended  March 31,  2000.  As a
      percentage of oil and gas sales, these expenses decreased to 19.5% for the
      three  months  ended March 31, 2001 from 26.5% for the three  months ended
      March 31, 2000. This percentage decrease was primarily due to the increase
      in the average price of gas sold.




                                      -35-
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $13,706  (36.0%) for the three  months  ended March 31, 2001 as
      compared to the three  months  ended March 31,  2000.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas  sold.  As a
      percentage  of oil and gas sales,  this expense  decreased to 4.1% for the
      three  months  ended March 31, 2001 from 9.4% for the three  months  ended
      March 31, 2000. This percentage decrease was primarily due to the increase
      in the average price of gas sold.

      General and administrative  expenses increased $3,495 (6.3%) for the three
      months  ended March 31, 2001 as compared to the three  months  ended March
      31, 2000. As a percentage of oil and gas sales,  these expenses  decreased
      to 9.8% for the three months ended March 31, 2001 from 13.7% for the three
      months ended March 31, 2000. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2001  totaling  $17,197,686  or 111.22% of the Limited  Partners'  capital
      contributions.

      II-D PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2000.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                   2001              2000
                                                ----------         --------
      Oil and gas sales                         $1,325,576         $832,083
      Oil and gas production expenses           $  256,029         $228,229
      Barrels produced                               5,062            7,425
      Mcf produced                                 182,264          250,374
      Average price/Bbl                         $    26.13         $  27.36
      Average price/Mcf                         $     6.55         $   2.51

      As shown in the table above,  total oil and gas sales  increased  $493,493
      (59.3%) for the three months ended March 31, 2001 as compared to the three
      months ended March 31, 2000. Of this increase,  approximately $735,000 was
      related to an increase in the average price of gas sold. This increase was
      partially  offset by  decreases  of  approximately  $65,000 and  $171,000,
      respectively, related to decreases in volumes of oil and gas sold. Volumes
      of oil and gas sold decreased 2,363 barrels and 68,110 Mcf,  respectively,
      for the three  months ended March 31, 2001 as compared to the three months
      ended March 31, 2000.  The  decrease in volumes of oil sold was  primarily
      due to the sale of one  significant  well  during late 2000 and a positive
      prior  period  volume   adjustment   made  by  the  purchaser  on  another
      significant well



                                      -36-
<PAGE>



      during  the three  months  ended  March 31,  2000.  These  decreases  were
      partially offset by a negative prior period volume  adjustment made by the
      operator on another  significant  well during the three months ended March
      31, 2000.  The decrease in volumes of gas sold was  primarily due to (i) a
      negative gas balancing adjustment on one significant well during the three
      months ended March 31,  2001,  (ii) the II-D  partnership's  receipt of an
      increased  percentage  of sales on one  significant  well during the three
      months  ended  March  31,  2000 due to gas  balancing,  and  (iii)  normal
      declines in production.  Average oil prices decreased to $26.13 per barrel
      for the three  months  ended March 31, 2001 from $27.36 per barrel for the
      three months ended March 31, 2000.  Average gas prices  increased to $6.55
      per Mcf for the three  months  ended March 31, 2001 from $2.51 per Mcf for
      the three months ended March 31, 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $27,800  (12.2%) for the three months ended
      March 31, 2001 as compared to the three months ended March 31, 2000.  This
      increase was primarily due to an increase in production  taxes  associated
      with the increase in oil and gas sales and workover  expenses  incurred on
      two  significant  wells  during the three  months  ended March 31, 2001 in
      order to improve the recovery of reserves.  These increases were partially
      offset by (i) a decrease in lease operating  expenses  associated with the
      decreases  in volumes of oil and gas sold and (ii)  negative  prior period
      lease operating expense  adjustments made by the operator on several wells
      during the three months ended March 31, 2001.  As a percentage  of oil and
      gas sales,  these  expenses  decreased to 19.3% for the three months ended
      March 31, 2001 from 27.4% for the three months ended March 31, 2000.  This
      percentage decrease was primarily due to the increase in the average price
      of gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $23,842  (32.8%) for the three  months  ended March 31, 2001 as
      compared to the three  months  ended March 31,  2000.  This  decrease  was
      primarily  due to the  decrease  in  volumes  of oil  and gas  sold.  As a
      percentage  of oil and gas sales,  this expense  decreased to 3.7% for the
      three  months  ended March 31, 2001 from 8.7% for the three  months  ended
      March 31, 2000. This percentage decrease was primarily due to the increase
      in the average price of gas sold.




                                      -37-
<PAGE>




      General and administrative  expenses decreased $8,728 (7.8%) for the three
      months  ended March 31, 2001 as compared to the three  months  ended March
      31, 2000. As a percentage of oil and gas sales,  these expenses  decreased
      to 7.8% for the three months ended March 31, 2001 from 13.5% for the three
      months ended March 31, 2000. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2001  totaling  $35,186,903  or 111.75% of the Limited  Partners'  capital
      contributions.

      II-E PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2000.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                  2001               2000
                                                --------           --------
      Oil and gas sales                         $933,005           $509,305
      Oil and gas production expenses           $175,590           $119,293
      Barrels produced                             5,661              7,222
      Mcf produced                               115,246            159,822
      Average price/Bbl                         $  28.12           $  28.92
      Average price/Mcf                         $   6.71           $   1.88

      As shown in the table above,  total oil and gas sales  increased  $423,700
      (83.2%) for the three months ended March 31, 2001 as compared to the three
      months ended March 31, 2000. Of this increase,  approximately $557,000 was
      related to an increase in the average price of gas sold. This increase was
      partially  offset by  decreases  of  approximately  $45,000  and  $84,000,
      respectively, related to decreases in volumes of oil and gas sold. Volumes
      of oil and gas sold decreased 1,561 barrels and 44,576 Mcf,  respectively,
      for the three  months ended March 31, 2001 as compared to the three months
      ended March 31, 2000.  The  decrease in volumes of oil sold was  primarily
      due to (i) the sale of one  significant  well  during  late  2000,  (ii) a
      positive prior period volume  adjustment  made by the purchaser on another
      significant  well during the three months ended March 31, 2000,  and (iii)
      normal declines in production.  These decreases were partially offset by a
      negative  prior  period  volume  adjustment  made by the  purchaser on one
      significant  well  during  the three  months  ended  March 31,  2000.  The
      decrease in volumes of gas sold was  primarily  due to normal  declines in
      production  and a positive  prior  period  volume  adjustment  made by the
      purchaser on one significant  well during the three months ended March 31,
      2000.  Average  oil  prices  decreased  to $28.12 per barrel for the three
      months  ended March 31,  2001 from $28.92 per barrel for the three  months
      ended March 31,



                                      -38-
<PAGE>



      2000.  Average gas prices  increased to $6.71 per Mcf for the three months
      ended March 31, 2001 from $1.88 per Mcf for the three  months  ended March
      31, 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $56,297  (47.2%) for the three months ended
      March 31, 2001 as compared to the three months ended March 31, 2000.  This
      increase was primarily due to an increase in production  taxes  associated
      with the  increase in oil and gas sales.  As a  percentage  of oil and gas
      sales,  these expenses decreased to 18.8% for the three months ended March
      31,  2001 from  23.4% for the three  months  ended  March 31,  2000.  This
      percentage decrease was primarily due to the increase in the average price
      of gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $35,503  (43.7%) for the three  months  ended March 31, 2001 as
      compared to the three  months  ended March 31,  2000.  This  decrease  was
      primarily  due to the  decreases in volumes of oil and gas sold and upward
      revisions in the  estimates of remaining  oil and gas reserves at December
      31, 2000. As a percentage of oil and gas sales,  this expense decreased to
      4.9% for the three  months  ended  March 31, 2001 from 16.0% for the three
      months ended March 31, 2000. This percentage decrease was primarily due to
      the increase in the average  price of gas sold and the dollar  decrease in
      depreciation, depletion, and amortization.

      General and administrative  expenses decreased $2,260 (2.8%) for the three
      months  ended March 31, 2001 as compared to the three  months  ended March
      31, 2000. As a percentage of oil and gas sales,  these expenses  decreased
      to 8.5% for the three months ended March 31, 2001 from 16.1% for the three
      months ended March 31, 2000. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2001  totaling   $25,266,574  or  110.42%  of  Limited  Partners'  capital
      contributions.





                                      -39-
<PAGE>




      II-F PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2000.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                  2001               2000
                                                --------           --------
      Oil and gas sales                         $820,886           $507,658
      Oil and gas production expenses           $137,336           $114,606
      Barrels produced                             6,690              7,841
      Mcf produced                               110,052            143,045
      Average price/Bbl                         $  28.05           $  27.32
      Average price/Mcf                         $   5.75           $   2.05

      As shown in the table above,  total oil and gas sales  increased  $313,228
      (61.7%) for the three months ended March 31, 2001 as compared to the three
      months ended March 31, 2000. Of this increase,  approximately $408,000 was
      related to an increase in the average price of gas sold. This increase was
      partially  offset by  decreases  of  approximately  $31,000  and  $68,000,
      respectively, related to decreases in volumes of oil and gas sold. Volumes
      of oil and gas sold decreased 1,151 barrels and 32,993 Mcf,  respectively,
      for the three  months ended March 31, 2001 as compared to the three months
      ended March 31, 2000.  The  decrease in volumes of oil sold was  primarily
      due to the sale of  several  wells  during  2000 and  normal  declines  in
      production.  This decrease was partially offset by a positive prior period
      volume adjustment made by the purchaser on one significant well during the
      three months ended March 31, 2001. The decrease in volumes of gas sold was
      primarily  due to positive  prior period  volume  adjustments  made by the
      purchaser on two significant wells during the three months ended March 31,
      2000  and  normal  declines  in  production.  Average  oil and gas  prices
      increased  to $28.05 per barrel and $5.75 per Mcf,  respectively,  for the
      three  months  ended  March 31,  2001 from $27.32 per barrel and $2.05 per
      Mcf, respectively, for the three months ended March 31, 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $22,730  (19.8%) for the three months ended
      March 31, 2001 as compared to the three months ended March 31, 2000.  This
      increase was primarily due to an increase in production  taxes  associated
      with the  increase in oil and gas sales.  As a  percentage  of oil and gas
      sales,  these expenses decreased to 16.7% for the three months ended March
      31,  2001 from  22.6% for the three  months  ended  March 31,  2000.  This
      percentage  decrease  was  primarily  due to the  increases in the average
      prices of oil and gas sold.



                                      -40-
<PAGE>



      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $16,683  (24.3%) for the three  months  ended March 31, 2001 as
      compared to the three  months  ended March 31,  2000.  This  decrease  was
      primarily  due to the  decreases in volumes of oil and gas sold and upward
      revisions in the  estimates of remaining  oil and gas reserves at December
      31, 2000. As a percentage of oil and gas sales,  this expense decreased to
      6.3% for the three  months  ended  March 31, 2001 from 13.5% for the three
      months ended March 31, 2000. This percentage decrease was primarily due to
      the increases in the average prices of oil and gas sold.

      General and administrative  expenses increased $2,208 (3.6%) for the three
      months  ended March 31, 2001 as compared to the three  months  ended March
      31, 2000. As a percentage of oil and gas sales,  these expenses  decreased
      to 7.7% for the three months ended March 31, 2001 from 12.1% for the three
      months ended March 31, 2000. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2001  totaling   $19,474,051  or  113.62%  of  Limited  Partners'  capital
      contributions.

      II-G PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2000.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                   2001             2000
                                                ----------       ----------
      Oil and gas sales                         $1,744,050       $1,040,439
      Oil and gas production expenses           $  292,980       $  244,887
      Barrels produced                              14,016           16,431
      Mcf produced                                 234,700          310,428
      Average price/Bbl                         $    28.05       $    27.33
      Average price/Mcf                         $     5.76       $     1.91

      As shown in the table above,  total oil and gas sales  increased  $703,611
      (67.6%) for the three months ended March 31, 2001 as compared to the three
      months ended March 31, 2000. Of this increase,  approximately $904,000 was
      related to an increase in the average  prices of gas sold.  This  increase
      was partially offset by a decrease of approximately  $144,000 related to a
      decrease  in  volumes of gas sold.  Volumes of oil and gas sold  decreased
      2,415  barrels and 75,728 Mcf,  respectively,  for the three  months ended
      March 31, 2001 as compared to the three months  ended March 31, 2000.  The
      decrease in volumes of oil sold was  primarily  due to the sale of several
      wells during 2000 and normal  declines in  production.  This  decrease was
      partially offset by a positive prior period volume adjustment made by the



                                      -41-
<PAGE>



      purchaser on one significant  well during the three months ended March 31,
      2001.  The decrease in volumes of gas sold was  primarily  due to positive
      prior period volume  adjustments  made by the purchaser on two significant
      wells during the three months ended March 31, 2000 and normal  declines in
      production.  Average oil and gas prices increased to $28.05 per barrel and
      $5.76 per Mcf,  respectively,  for the three  months  ended March 31, 2001
      from  $27.33  per barrel  and $1.91 per Mcf,  respectively,  for the three
      months ended March 31, 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $48,093  (19.6%) for the three months ended
      March 31, 2001 as compared to the three months ended March 31, 2000.  This
      increase was primarily due to an increase in production  taxes  associated
      with the  increase in oil and gas sales.  As a  percentage  of oil and gas
      sales,  these expenses decreased to 16.8% for the three months ended March
      31,  2001 from  23.5% for the three  months  ended  March 31,  2000.  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  $38,242  (25.6%) for the three  months  ended March 31, 2001 as
      compared to the three  months  ended March 31,  2000.  This  decrease  was
      primarily  due to the  decreases in volumes of oil and gas sold and upward
      revisions in the  estimates of remaining  oil and gas reserves at December
      31, 2000. As a percentage of oil and gas sales,  this expense decreased to
      6.4% for the three  months  ended  March 31, 2001 from 14.3% for the three
      months ended March 31, 2000. This percentage decrease was primarily due to
      the increases in the average prices of oil and gas sold.

      General and  administrative  expenses  decreased  $13,289  (10.0%) for the
      three  months  ended March 31, 2001 as compared to the three  months ended
      March 31, 2000.  This decrease was primarily due to a change in allocation
      of  audit  fees   among  the  II-G   Partnership   and  other   affiliated
      partnerships.  As a  percentage  of oil  and  gas  sales,  these  expenses
      decreased to 6.9% for the three months ended March 31, 2001 from 12.8% for
      the three  months  ended March 31,  2000.  This  percentage  decrease  was
      primarily due to the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2001  totaling   $40,382,371  or  108.50%  of  Limited  Partners'  capital
      contributions.




                                      -42-
<PAGE>




      II-H PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2000.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                  2001               2000
                                                --------           --------
      Oil and gas sales                         $415,361           $222,609
      Oil and gas production expenses           $ 70,359           $ 58,321
      Barrels produced                             3,258              3,831
      Mcf produced                                56,266             72,673
      Average price/Bbl                         $  28.05           $  27.31
      Average price/Mcf                         $   5.76           $   1.62

      As shown in the table above,  total oil and gas sales  increased  $192,752
      (86.6%) for the three months ended March 31, 2001 as compared to the three
      months ended March 31, 2000. Of this increase,  approximately $233,000 was
      related to an increase in the average price of gas sold. This increase was
      partially  offset by a  decrease  of  approximately  $27,000  related to a
      decrease in volumes of gas sold. Volumes of oil and gas sold decreased 573
      barrels and 16,407 Mcf, respectively, for the three months ended March 31,
      2001 as compared to the three months ended March 31, 2000. The decrease in
      volumes of oil sold was  primarily due to the sale of several wells during
      2000 and normal declines in production. This decrease was partially offset
      by a positive prior period volume  adjustment made by the purchaser on one
      significant  well  during  the three  months  ended  March 31,  2001.  The
      decrease in volumes of gas sold was primarily due to positive prior period
      volume  adjustments made by the purchaser on two significant  wells during
      the three months ended March 31, 2000 and normal  declines in  production.
      Average  oil and gas prices  increased  to $28.05 per barrel and $5.76 per
      Mcf,  respectively,  for the three months ended March 31, 2001 from $27.31
      per barrel and $1.62 per Mcf,  respectively,  for the three  months  ended
      March 31, 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $12,038  (20.6%) for the three months ended
      March 31, 2001 as compared to the three months ended March 31, 2000.  This
      increase was primarily due to an increase in production  taxes  associated
      with the  increase in oil and gas sales.  As a  percentage  of oil and gas
      sales,  these expenses decreased to 16.9% for the three months ended March
      31,  2001 from  26.2% for the three  months  ended  March 31,  2000.  This
      percentage  decrease  was  primarily  due to the  increases in the average
      prices of oil and gas sold.



                                      -43-
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $8,566  (24.8%)  for the three  months  ended March 31, 2001 as
      compared to the three  months  ended March 31,  2000.  This  decrease  was
      primarily  due to the  decreases in volumes of oil and gas sold and upward
      revisions in the  estimates of remaining  oil and gas reserves at December
      31, 2000. As a percentage of oil and gas sales,  this expense decreased to
      6.3% for the three  months  ended  March 31, 2001 from 15.5% for the three
      months ended March 31, 2000. This percentage decrease was primarily due to
      the increases in the average prices of oil and gas sold.

      General and administrative expenses increased $8,394 (25.6%) for the three
      months  ended March 31, 2001 as compared to the three  months  ended March
      31, 2000.  This  increase was  primarily  due to a change in allocation of
      audit fees among the II-H Partnership and other  affiliated  partnerships.
      As a percentage of oil and gas sales, these expenses decreased to 9.9% for
      the three  months  ended  March 31,  2001 from 14.7% for the three  months
      ended March 31, 2000.  This  percentage  decrease was primarily due to the
      increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2001  totaling   $9,435,364  or  102.88%  of  Limited   Partners'  capital
      contributions.




                                      -44-
<PAGE>



ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK.

            The Partnerships do not hold any market risk sensitive instruments.






                                      -45-
<PAGE>



                          PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

            None.

(b)   Reports on Form 8-K.

            Current Report on Form 8-K filed during the first quarter of 2001:

                  Date of Event                       January 26, 2001
                  Date filed with the SEC             January 26, 2001
                  Items Included                      Item 5 - Other
                                                      Events
                                                      Item 7 - Exhibits



                                      -46-
<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 11, 2001                 By:       /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  May 11, 2001           By:      /s/Patrick M. Hall
                                       --------------------------------
                                            (Signature)
                                            Patrick M. Hall
                                            Principal Accounting Officer



                                      -47-