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 September 30, 1999

Commission File Number:

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

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


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


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

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

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

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





                                      -1-
<PAGE>





                          PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

                                     ASSETS

                                             September 30,     December 31,
                                                 1999             1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  697,002       $  213,480
   Accounts receivable:
      Oil and gas sales                           694,600          506,282
                                               ----------       ----------
        Total current assets                   $1,391,602       $  719,762

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                3,644,038        4,109,296

DEFERRED CHARGE                                   701,486          701,486
                                               ----------       ----------
                                               $5,737,126       $5,530,544
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   77,284       $  171,762
   Gas imbalance payable                          125,904          125,904
                                               ----------       ----------
        Total current liabilities              $  203,188       $  297,666

ACCRUED LIABILITY                              $  180,325       $  180,325

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  377,394)     ($  417,336)
   Limited Partners, issued and
      outstanding, 484,283 units                5,731,007        5,469,889
                                               ----------       ----------
        Total Partners' capital                $5,353,613       $5,052,553
                                               ----------       ----------
                                               $5,737,126       $5,530,544
                                               ==========       ==========




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




                                      -2-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                          $1,135,642        $1,092,544
   Interest income                                 5,895            22,091
   Gain on sale of oil and
      gas properties                               1,237            35,623
                                              ----------        ----------
                                              $1,142,774        $1,150,258

COSTS AND EXPENSES:
   Lease operating                            $  214,199        $  311,930
   Production tax                                 71,176            69,778
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 175,328           214,594
   General and administrative
      (Note 2)                                   134,000           138,442
                                              ----------        ----------
                                              $  594,703        $  734,744
                                              ----------        ----------

NET INCOME                                    $  548,071        $  415,514
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   34,122        $   28,255
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  513,949        $  387,259
                                              ==========        ==========
NET INCOME per unit                           $     1.06        $      .80
                                              ==========        ==========
UNITS OUTSTANDING                                484,283           484,283
                                              ==========        ==========



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




                                      -3-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                          $2,629,667        $3,025,364
   Interest income                                10,585            40,695
   Gain on sale of oil and
      gas properties                               1,237           688,344
   Insurance settlement                          202,500                 -
   Contract settlement income                          -         1,710,190
                                              ----------        ----------
                                              $2,843,989        $5,464,593

COSTS AND EXPENSES:
   Lease operating                            $  772,355        $  908,775
   Production tax                                144,189           184,851
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 463,573           538,091
   General and administrative
      (Note 2)                                   441,628           443,790
                                              ----------        ----------
                                              $1,821,745        $2,075,507
                                              ----------        ----------

NET INCOME                                    $1,022,244        $3,389,086
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   69,126        $  188,943
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  953,118        $3,200,143
                                              ==========        ==========
NET INCOME per unit                           $     1.97        $     6.61
                                              ==========        ==========
UNITS OUTSTANDING                                484,283           484,283
                                              ==========        ==========



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



                                      -4-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                        COMBINED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)
                                                 1999              1998
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $1,022,244        $3,389,086
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               463,573           538,091
      Gain on sale of oil and gas
        properties                           (     1,237)      (   688,344)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (   188,318)          380,089
      Decrease in accounts receivable -
        other                                          -            20,975
      Decrease in accounts payable           (    94,478)      (   138,877)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $1,201,784        $3,501,020
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($    9,141)      ($   22,565)
   Proceeds from sale of oil and
      gas properties                              12,063           784,540
                                              ----------        ----------
Net cash provided by investing
   activities                                 $    2,922        $  761,975
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($  721,184)      ($2,623,964)
                                              ----------        ----------
Net cash used by financing activities        ($  721,184)      ($2,623,964)
                                              ----------        ----------
NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                $  483,522        $1,639,031

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           213,480           830,584
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  697,002        $2,469,615
                                              ==========        ==========





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




                                      -5-
<PAGE>




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

                                     ASSETS

                                             September 30,     December 31,
                                                 1999             1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  435,223        $  107,021
   Accounts receivable:
      Oil and gas sales                          477,261           328,334
                                              ----------        ----------
        Total current assets                  $  912,484        $  435,355

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,256,067         2,569,828

DEFERRED CHARGE                                  179,833           179,833
                                              ----------        ----------
                                              $3,348,384        $3,185,016
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   58,675        $   77,383
   Gas imbalance payable                          19,790            19,790
                                              ----------        ----------
        Total current liabilities             $   78,465        $   97,173

ACCRUED LIABILITY                             $   98,681        $   98,681

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  294,417)      ($  320,234)
   Limited Partners, issued and
      outstanding, 361,719 units               3,465,655         3,309,396
                                              ----------        ----------
        Total Partners' capital               $3,171,238        $2,989,162
                                              ----------        ----------
                                              $3,348,384        $3,185,016
                                              ==========        ==========




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




                                      -6-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                          $812,462          $543,938
   Interest income                               3,131            24,180
   Gain on sale of oil and
      gas properties                                 -             3,649
                                              --------          --------
                                              $815,593          $571,767

COSTS AND EXPENSES:
   Lease operating                            $162,365          $210,925
   Production tax                               58,135            33,204
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               107,581            95,742
   General and administrative
      (Note 2)                                 100,087           103,430
                                              --------          --------
                                              $428,168          $443,301
                                              --------          --------

NET INCOME                                    $387,425          $128,466
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 23,518          $  9,044
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $363,907          $119,422
                                              ========          ========
NET INCOME per unit                           $   1.01          $    .33
                                              ========          ========
UNITS OUTSTANDING                              361,719           361,719
                                              ========          ========



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




                                      -7-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                          $1,898,187        $1,973,911
   Interest income                                 5,515            33,865
   Gain on sale of oil and
      gas properties                                   -            66,824
   Contract settlement income                          -         2,793,295
                                              ----------        ----------
                                              $1,903,702        $4,867,895

COSTS AND EXPENSES:
   Lease operating                            $  590,298        $  630,942
   Production tax                                122,224           119,036
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 292,007           296,713
   General and administrative
      (Note 2)                                   329,001           333,336
                                              ----------        ----------
                                              $1,333,530        $1,380,027
                                              ----------        ----------

NET INCOME                                    $  570,172        $3,487,868
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   39,913        $  184,569
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  530,259        $3,303,299
                                              ==========        ==========
NET INCOME per unit                           $     1.47        $     9.13
                                              ==========        ==========
UNITS OUTSTANDING                                361,719           361,719
                                              ==========        ==========



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



                                      -8-
<PAGE>




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

                                                 1999              1998
                                              ---------         ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $570,172          $3,487,868
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             292,007             296,713
      Gain on sale of oil and gas
        properties                                   -         (    66,824)
      (Increase) decrease in accounts
        receivable - oil and gas sales       ( 148,927)            215,440
      Decrease in accounts payable           (  18,708)        (    76,708)
                                              --------          ----------
Net cash provided by operating
   activities                                 $694,544          $3,856,489
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($  1,454)        ($   43,519)
   Proceeds from sale of oil and
      gas properties                            23,208              78,394
                                              --------          ----------
Net cash provided by investing
   activities                                 $ 21,754          $   34,875
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($388,096)        ($1,591,911)
                                              --------          ----------
Net cash used by financing activities        ($388,096)        ($1,591,911)
                                              --------          ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                $328,202          $2,299,453

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         107,021             644,574
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $435,223          $2,944,027
                                              ========          ==========



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




                                      -9-
<PAGE>




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

                                     ASSETS

                                             September 30,     December 31,
                                                 1999             1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  226,879       $   66,617
   Accounts receivable:
      Oil and gas sales                           230,734          157,275
                                               ----------       ----------
        Total current assets                   $  457,613       $  223,892

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,220,783        1,382,430

DEFERRED CHARGE                                   153,412          153,412
                                               ----------       ----------
                                               $1,831,808       $1,759,734
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   24,670       $   29,848
   Gas imbalance payable                           38,249           38,249
                                               ----------       ----------
        Total current liabilities              $   62,919       $   68,097

ACCRUED LIABILITY                              $   59,308       $   59,308

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  119,171)     ($  133,264)
   Limited Partners, issued and
      outstanding, 154,621 units                1,828,752        1,765,593
                                               ----------       ----------
        Total Partners' capital                $1,709,581       $1,632,329
                                               ----------       ----------
                                               $1,831,808       $1,759,734
                                               ==========       ==========



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




                                      -10-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                          $379,273          $253,933
   Interest income                               1,808            10,759
   Loss on sale of oil and
      gas properties                                 -         (   7,362)
                                              --------          --------
                                              $381,081          $257,330

COSTS AND EXPENSES:
   Lease operating                            $ 65,164          $ 75,529
   Production tax                               26,752            15,445
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                59,416            52,158
   General and administrative
      (Note 2)                                  42,780            44,210
                                              --------          --------
                                              $194,112          $187,342
                                              --------          --------

NET INCOME                                    $186,969          $ 69,988
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 23,864          $  5,048
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $163,105          $ 64,940
                                              ========          ========
NET INCOME per unit                           $   1.06          $    .42
                                              ========          ========
UNITS OUTSTANDING                              154,621           154,621
                                              ========          ========



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




                                      -11-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                          $903,938          $  896,558
   Interest income                               3,668              17,869
   Gain on sale of oil and
      gas properties                                47             191,496
   Contract settlement income                        -           1,197,148
                                              --------          ----------
                                              $907,653          $2,303,071

COSTS AND EXPENSES:
   Lease operating                            $227,596          $  235,610
   Production tax                               69,002              58,186
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               163,546             161,756
   General and administrative
      (Note 2)                                 141,385             142,940
                                              --------          ----------
                                              $601,529          $  598,492
                                              --------          ----------

NET INCOME                                    $306,124          $1,704,579
                                              ========          ==========
GENERAL PARTNER - NET INCOME                  $ 44,965          $   90,806
                                              ========          ==========
LIMITED PARTNERS - NET INCOME                 $261,159          $1,613,773
                                              ========          ==========
NET INCOME per unit                           $   1.69          $    10.44
                                              ========          ==========
UNITS OUTSTANDING                              154,621             154,621
                                              ========          ==========




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




                                      -12-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                        COMBINED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)
                                                1999               1998
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $306,124          $1,704,579
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             163,546             161,756
      Gain on sale of oil and gas
        properties                           (      47)        (   191,496)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (  73,459)            115,388
      Decrease in accounts receivable -
        other                                        -               1,931
      Decrease in accounts payable           (   5,178)        (     7,550)
                                              --------          ----------
Net cash provided by operating
   activities                                 $390,986          $1,784,608
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($ 10,587)        ($   18,306)
   Proceeds from sale of oil and
      gas properties                             8,735             274,913
                                              --------          ----------
Net cash provided (used) by
   investing activities                      ($  1,852)         $  256,607
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($228,872)        ($1,096,886)
                                              --------          ----------
Net cash used by financing activities        ($228,872)        ($1,096,886)
                                              --------          ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                $160,262          $  944,329

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          66,617             358,095
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $226,879          $1,302,424
                                              ========          ==========




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




                                      -13-
<PAGE>




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

                                     ASSETS

                                             September 30,     December 31,
                                                 1999              1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  440,515        $  311,556
   Accounts receivable:
      Oil and gas sales                          485,046           342,433
                                              ----------        ----------
        Total current assets                  $  925,561        $  653,989

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,436,293         2,726,713

DEFERRED CHARGE                                  614,207           614,207
                                              ----------        ----------
                                              $3,976,061        $3,994,909
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   56,998        $   67,934
   Gas imbalance payable                         149,648           149,648
                                              ----------        ----------
        Total current liabilities             $  206,646        $  217,582

ACCRUED LIABILITY                             $  206,215        $  206,215

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  220,455)      ($  247,182)
   Limited Partners, issued and
      outstanding, 314,878 units               3,783,655         3,818,294
                                              ----------        ----------
        Total Partners' capital               $3,563,200        $3,571,112
                                              ----------        ----------
                                              $3,976,061        $3,994,909
                                              ==========        ==========





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




                                      -14-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                          $705,104          $540,255
   Interest income                               3,898            27,851
   Gain on sale of oil and
      gas properties                                 -             9,650
   Contract settlement income                        -               363
                                              --------          --------
                                              $709,002          $578,119

COSTS AND EXPENSES:
   Lease operating                            $144,496          $222,073
   Production tax                               48,457            34,797
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               102,835           110,762
   General and administrative
      (Note 2)                                  87,122            90,053
                                              --------          --------
                                              $382,910          $457,685
                                              --------          --------

NET INCOME                                    $326,092          $120,434
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 41,475          $  9,060
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $284,617          $111,374
                                              ========          ========
NET INCOME per unit                           $    .90          $    .36
                                              ========          ========
UNITS OUTSTANDING                              314,878           314,878
                                              ========          ========




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




                                      -15-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                          $1,831,319        $1,885,766
   Interest income                                 9,785            47,221
   Gain on sale of oil and
      gas properties                              36,944           518,545
   Contract settlement income                          -         3,033,646
                                              ----------        ----------
                                              $1,878,048        $5,485,178

COSTS AND EXPENSES:
   Lease operating                            $  590,571        $  707,939
   Production tax                                137,156           137,214
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 307,251           338,145
   General and administrative
      (Note 2)                                   286,856           290,356
                                              ----------        ----------
                                              $1,321,834        $1,473,654
                                              ----------        ----------

NET INCOME                                    $  556,214        $4,011,524
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   76,853        $  211,741
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  479,361        $3,799,783
                                              ==========        ==========
NET INCOME per unit                           $     1.52        $    12.07
                                              ==========        ==========
UNITS OUTSTANDING                                314,878           314,878
                                              ==========        ==========





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



                                      -16-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                        COMBINED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)
                                               1999                1998
                                              --------          ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $556,214          $4,011,524
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             307,251             338,145
      Gain on sale of oil and gas
        properties                           (  36,944)        (   518,545)
      (Increase) decrease in accounts
        receivable - oil and gas sales       ( 142,613)            346,446
      Increase in accounts receivable -
        General Partner                              -         (       363)
      Decrease in accounts receivable -
        other                                        -              20,267
      Decrease in accounts payable           (  10,936)        (     8,641)
                                              --------          ----------
Net cash provided by operating
   activities                                 $672,972          $4,188,833
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($ 16,831)        ($    1,639)
   Proceeds from sale of oil and
      gas properties                            36,944             698,504
                                              --------          ----------
Net cash provided by investing
   activities                                 $ 20,113          $  696,865
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($564,126)        ($2,724,865)
                                              --------          ----------
Net cash used by financing activities        ($564,126)        ($2,724,865)
                                              --------          ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                $128,959          $2,160,833

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         311,556           1,151,142
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $440,515          $3,311,975
                                              ========          ==========

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




                                      -17-
<PAGE>




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

                                     ASSETS

                                             September 30,     December 31,
                                                 1999              1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  380,420        $  376,779
   Accounts receivable:
      Oil and gas sales                          339,344           220,028
                                              ----------        ----------
        Total current assets                  $  719,764        $  596,807

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,059,750         2,388,613

DEFERRED CHARGE                                  275,532           275,532
                                              ----------        ----------
                                              $3,055,046        $3,260,952
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   30,321        $   38,881
   Gas imbalance payable                         148,458           148,458
                                              ----------        ----------
        Total current liabilities             $  178,779        $  187,339

ACCRUED LIABILITY                             $   81,050        $   81,050

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  156,177)      ($  173,306)
   Limited Partners, issued and
      outstanding, 228,821 units               2,951,394         3,165,869
                                              ----------        ----------
        Total Partners' capital               $2,795,217        $2,992,563
                                              ----------        ----------
                                              $3,055,046        $3,260,952
                                              ==========        ==========





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




                                      -18-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                          $490,849          $366,664
   Interest income                               3,827            52,456
   Gain on sale of oil and
      gas properties                                 -             6,200
   Contract settlement income                        -               736
                                              --------          --------
                                              $494,676          $426,056

COSTS AND EXPENSES:
   Lease operating                            $ 90,976          $120,322
   Production tax                               36,311            26,860
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               104,784           123,671
   General and administrative
      (Note 2)                                  63,315            65,460
                                              --------          --------
                                              $295,386          $336,313
                                              --------          --------

NET INCOME                                    $199,290          $ 89,743
                                              ========          ========
GENERAL PARTNER - NET
   INCOME                                     $ 28,977          $  6,811
                                              ========          ========
LIMITED PARTNERS - NET
   INCOME                                     $170,313          $ 82,932
                                              ========          ========
NET INCOME per unit                           $    .75          $    .36
                                              ========          ========
UNITS OUTSTANDING                              228,821           228,821
                                              ========          ========



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




                                      -19-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                         $1,294,093         $1,257,494
   Interest income                                9,926             63,149
   Gain on sale of oil and
      gas properties                             23,406            326,675
   Contract settlement income                         -          6,159,355
                                             ----------         ----------
                                             $1,327,425         $7,806,673

COSTS AND EXPENSES:
   Lease operating                           $  297,620         $  363,625
   Production tax                                90,873             90,804
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                330,819            382,374
   General and administrative
      (Note 2)                                  208,877            214,935
                                             ----------         ----------
                                             $  928,189         $1,051,738
                                             ----------         ----------

NET INCOME                                   $  399,236         $6,754,935
                                             ==========         ==========
GENERAL PARTNER - NET
   INCOME                                    $   47,711         $  349,884
                                             ==========         ==========
LIMITED PARTNERS - NET
   INCOME                                    $  351,525         $6,405,051
                                             ==========         ==========
NET INCOME per unit                          $     1.54         $    27.99
                                             ==========         ==========
UNITS OUTSTANDING                               228,821            228,821
                                             ==========         ==========


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




                                      -20-
<PAGE>




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

                                                 1999              1998
                                               ---------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $399,236         $6,754,935
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                              330,819            382,374
      Gain on sale of oil and gas
        properties                            (  23,406)       (   326,675)
      (Increase) decrease in accounts
        receivable - oil and gas sales        ( 119,316)           230,047
      Increase in accounts receivable -
        General Partner                               -        (       736)
      Decrease in accounts receivable -
        other                                         -                110
      Decrease in accounts payable            (   8,560)       (    61,753)
                                               --------         ----------
Net cash provided by operating
   activities                                  $578,773         $6,978,302
                                               --------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($  5,785)       ($  110,926)
   Proceeds from sale of oil and
      gas properties                             27,235            356,006
                                               --------         ----------
Net cash provided by investing
   activities                                  $ 21,450         $  245,080
                                               --------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($596,582)       ($1,584,587)
                                               --------         ----------
Net cash used by financing activities         ($596,582)       ($1,584,587)
                                               --------         ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                 $  3,641         $5,638,795

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          376,779            670,777
                                               --------         ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $380,420         $6,309,572
                                               ========         ==========

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




                                      -21-
<PAGE>




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

                                     ASSETS

                                             September 30,     December 31,
                                                 1999              1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  243,149       $  153,240
   Accounts receivable:
      Oil and gas sales                           301,367          187,525
                                               ----------       ----------
        Total current assets                   $  544,516       $  340,765

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,830,142        2,086,592

DEFERRED CHARGE                                    46,373           46,373
                                               ----------       ----------
                                               $2,421,031       $2,473,730
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   21,912       $   24,007
   Gas imbalance payable                            4,233            4,233
                                               ----------       ----------
        Total current liabilities              $   26,145       $   28,240

ACCRUED LIABILITY                              $   24,995       $   24,995

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  109,466)     ($  144,763)
   Limited Partners, issued and
      outstanding, 171,400 units                2,479,357        2,565,258
                                               ----------       ----------
        Total Partners' capital                $2,369,891       $2,420,495
                                               ----------       ----------
                                               $2,421,031       $2,473,730
                                               ==========       ==========



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




                                      -22-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                            $454,356          $266,881
   Interest income                                 1,950             6,023
   Loss on sale of oil and
      gas properties                                   -         (   1,643)
                                                --------          --------
                                                $456,306          $271,261

COSTS AND EXPENSES:
   Lease operating                              $ 67,499          $ 69,935
   Production tax                                 26,867            19,525
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  75,359            77,170
   General and administrative
      (Note 2)                                    47,427            49,088
                                                --------          --------
                                                $217,152          $215,718
                                                --------          --------

NET INCOME                                      $239,154          $ 55,543
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 30,502          $  5,563
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $208,652          $ 49,980
                                                ========          ========
NET INCOME per unit                             $   1.22          $    .30
                                                ========          ========
UNITS OUTSTANDING                                171,400           171,400
                                                ========          ========





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




                                      -23-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                          $1,225,529        $1,087,834
   Interest income                                 5,125            16,066
   Gain on sale of oil and
      gas properties                               1,203           654,302
                                              ----------        ----------
                                              $1,231,857        $1,758,202

COSTS AND EXPENSES:
   Lease operating                            $  257,961        $  218,337
   Production tax                                 73,494            73,986
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 269,059           254,409
   General and administrative
      (Note 2)                                   156,008           155,874
                                              ----------        ----------
                                              $  756,522        $  702,606
                                              ----------        ----------

NET INCOME                                    $  475,335        $1,055,596
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   71,236        $   62,153
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  404,099        $  993,443
                                              ==========        ==========
NET INCOME per unit                           $     2.36        $     5.80
                                              ==========        ==========
UNITS OUTSTANDING                                171,400           171,400
                                              ==========        ==========




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



                                      -24-
<PAGE>




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

                                                1999               1998
                                              --------          ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $475,335          $1,055,596
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             269,059             254,409
      Gain on sale of oil and gas
        properties                           (   1,203)        (   654,302)
      (Increase) decrease in accounts
        receivable - oil and gas sales       ( 113,842)            170,245
      Decrease in accounts receivable -
        other                                        -                  43
      Decrease in accounts payable           (   2,095)        (    40,416)
                                              --------          ----------
Net cash provided by operating
   activities                                 $627,254          $  785,575
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($ 17,239)        ($   34,281)
   Proceeds from sale of oil and
      gas properties                             5,833             717,457
                                              --------          ----------
Net cash provided (used) by
   investing activities                      ($ 11,406)         $  683,176
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($525,939)        ($2,004,865)
                                              --------          ----------
Net cash used by financing activities        ($525,939)        ($2,004,865)
                                              --------          ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $ 89,909         ($  536,114)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         153,240             741,852
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $243,149          $  205,738
                                              ========          ==========


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




                                      -25-
<PAGE>




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

                                     ASSETS

                                             September 30,     December 31,
                                                 1999             1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  502,847       $  333,168
   Accounts receivable:
      Oil and gas sales                           634,674          398,538
                                               ----------       ----------
        Total current assets                   $1,137,521       $  731,706

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                3,944,416        4,492,141

DEFERRED CHARGE                                   101,955          101,955
                                               ----------       ----------
                                               $5,183,892       $5,325,802
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   47,085       $   51,385
   Gas imbalance payable                            9,029            9,029
                                               ----------       ----------
        Total current liabilities              $   56,114       $   60,414

ACCRUED LIABILITY                              $   57,830       $   57,830

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  273,282)     ($  304,885)
   Limited Partners, issued and
      outstanding, 372,189 units                5,343,230        5,512,443
                                               ----------       ----------
        Total Partners' capital                $5,069,948       $5,207,558
                                               ----------       ----------
                                               $5,183,892       $5,325,802
                                               ==========       ==========



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




                                      -26-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                          $888,505          $561,811
   Interest income                               4,234            12,836
   Loss on sale of oil and
      gas properties                                 -         (   3,499)
                                              --------          --------
                                              $892,739          $571,148

COSTS AND EXPENSES:
   Lease operating                            $145,415          $149,170
   Production tax                               54,369            42,199
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               157,039           163,274
   General and administrative
      (Note 2)                                 102,973           106,564
                                              --------          --------
                                              $459,796          $461,207
                                              --------          --------

NET INCOME                                    $432,943          $109,941
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 27,717          $ 11,386
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $405,226          $ 98,555
                                              ========          ========
NET INCOME per unit                           $   1.09          $    .27
                                              ========          ========
UNITS OUTSTANDING                              372,189           372,189
                                              ========          ========




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




                                      -27-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                          $2,593,092        $2,310,367
   Interest income                                11,235            34,323
   Gain on sale of oil and
      gas properties                               2,693         1,368,785
                                              ----------        ----------
                                              $2,607,020        $3,713,475

COSTS AND EXPENSES:
   Lease operating                            $  551,590        $  465,999
   Production tax                                156,989           159,598
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 574,522           543,788
   General and administrative
      (Note 2)                                   338,439           338,361
                                              ----------        ----------
                                              $1,621,540        $1,507,746
                                              ----------        ----------

NET INCOME                                    $  985,480        $2,205,729
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   71,693        $  130,322
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  913,787        $2,075,407
                                              ==========        ==========
NET INCOME per unit                           $     2.46        $     5.58
                                              ==========        ==========
UNITS OUTSTANDING                                372,189           372,189
                                              ==========        ==========




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



                                      -28-
<PAGE>




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

                                                  1999             1998
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $  985,480        $2,205,729
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               574,522           543,788
      Gain on sale of oil and gas
        properties                           (     2,693)      ( 1,368,785)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (   236,136)          361,876
      Decrease in accounts payable           (     4,300)      (    84,509)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $1,316,873        $1,658,099
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($   36,609)      ($   74,175)
   Proceeds from sale of oil and
      gas properties                              12,505         1,502,696
                                              ----------        ----------
Net cash provided (used) by
   investing activities                      ($   24,104)       $1,428,521
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,123,090)      ($4,212,085)
                                              ----------        ----------
Net cash used by financing activities        ($1,123,090)      ($4,212,085)
                                              ----------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $  169,679       ($1,125,465)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           333,168         1,564,325
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  502,847        $  438,860
                                              ==========        ==========




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




                                      -29-
<PAGE>




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

                                     ASSETS

                                             September 30,     December 31,
                                                 1999             1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  120,620       $   78,275
   Accounts receivable:
      Oil and gas sales                           152,247           95,260
                                               ----------       ----------
        Total current assets                   $  272,867       $  173,535

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  930,418        1,057,945

DEFERRED CHARGE                                    23,749           23,749
                                               ----------       ----------
                                               $1,227,034       $1,255,229
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   11,422       $   12,408
                                               ----------       ----------
        Total current liabilities              $   11,422       $   12,408

ACCRUED LIABILITY                              $   12,063       $   12,063

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   67,915)     ($   75,631)
   Limited Partners, issued and
      outstanding, 91,711 units                 1,271,464        1,306,389
                                               ----------       ----------
        Total Partners' capital                $1,203,549       $1,230,758
                                               ----------       ----------
                                               $1,227,034       $1,255,229
                                               ==========       ==========




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




                                      -30-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                            $222,185          $136,780
   Interest income                                   906             2,866
   Loss on sale of oil and
      gas properties                                   -         (     836)
                                                --------          --------
                                                $223,091          $138,810

COSTS AND EXPENSES:
   Lease operating                              $ 35,386          $ 35,793
   Production tax                                 13,556            10,703
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  37,057            38,690
   General and administrative
      (Note 2)                                    25,373            26,255
                                                --------          --------
                                                $111,372          $111,441
                                                --------          --------

NET INCOME                                      $111,719          $ 27,369
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  7,023          $  2,772
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $104,696          $ 24,597
                                                ========          ========
NET INCOME per unit                             $   1.14          $    .27
                                                ========          ========
UNITS OUTSTANDING                                 91,711            91,711
                                                ========          ========



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




                                      -31-
<PAGE>




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

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

REVENUES:
   Oil and gas sales                            $618,940          $549,753
   Interest income                                 2,356             7,688
   Gain on sale of oil and
      gas properties                                 700           314,187
                                                --------          --------
                                                $621,996          $871,628

COSTS AND EXPENSES:
   Lease operating                              $132,845          $111,982
   Production tax                                 37,682            39,027
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 133,998           126,775
   General and administrative
      (Note 2)                                    83,453            83,369
                                                --------          --------
                                                $387,978          $361,153
                                                --------          --------

NET INCOME                                      $234,018          $510,475
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 16,943          $ 30,210
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $217,075          $480,265
                                                ========          ========
NET INCOME per unit                             $   2.37          $   5.24
                                                ========          ========
UNITS OUTSTANDING                                 91,711            91,711
                                                ========          ========




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



                                      -32-
<PAGE>




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

                                                  1999             1998
                                                --------         ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $234,018          $510,475
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               133,998           126,775
      Gain on sale of oil and gas
        properties                             (     700)        ( 314,187)
      (Increase) decrease in accounts
        receivable - oil and gas sales         (  56,987)           86,097
      Decrease in accounts payable             (     986)        (  19,532)
                                                --------          --------
Net cash provided by operating
   activities                                   $309,343          $389,628
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($  8,711)        ($ 18,222)
   Proceeds from sale of oil and
      gas properties                               2,940           345,273
                                                --------          --------
Net cash provided (used) by
   investing activities                        ($  5,771)         $327,051
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($261,227)        ($978,129)
                                                --------          --------
Net cash used by financing activities          ($261,227)        ($978,129)
                                                --------          --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $ 42,345         ($261,450)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            78,275           364,502
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $120,620          $103,052
                                                ========          ========




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



                                      -33-
<PAGE>




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


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

      The combined balance sheets as of September 30, 1999,  combined statements
      of operations  for the three and nine months ended  September 30, 1999 and
      1998,  and  combined  statements  of cash flows for the nine months  ended
      September 30, 1999 and 1998 have been prepared by Geodyne Resources, Inc.,
      the  General  Partner of the limited  partnerships,  without  audit.  Each
      limited partnership is a general partner in the related Geodyne Production
      Partnership  in which  Geodyne  Resources,  Inc.  serves  as the  managing
      partner.  Unless the context  indicates  otherwise,  all  references  to a
      "Partnership"  or  the   "Partnerships"  are  references  to  the  limited
      partnership and its related production partnership,  collectively, and all
      references to the "General  Partner" are references to the general partner
      of the limited  partnerships  and the managing  partner of the  production
      partnerships,  collectively.  In the opinion of  management  the financial
      statements referred to above include all necessary adjustments, consisting
      of normal recurring adjustments,  to present fairly the combined financial
      position at September 30, 1999, the combined results of operations for the
      three and nine months ended  September 30, 1999 and 1998, and the combined
      cash flows for the nine months ended September 30, 1999 and 1998.

      Information  and  footnote  disclosures  normally  included  in  financial
      statements  prepared in  accordance  with  generally  accepted  accounting
      principles  have been  condensed  or  omitted.  The  accompanying  interim
      financial  statements should be read in conjunction with the Partnerships'
      Annual Report on Form 10-K filed for the year ended December 31, 1998. The
      results of  operations  for the period  ended  September  30, 1999 are not
      necessarily indicative of the results to be expected for the full year.

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






                                      -34-
<PAGE>





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

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

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

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





                                      -35-
<PAGE>





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

      The Partnerships'  Partnership Agreements provide for reimbursement to the
      General Partner for all direct general and administrative expenses and for
      the general and  administrative  overhead  applicable to the  Partnerships
      based on an allocation of actual costs  incurred.  During the three months
      ended  September 30, 1999 the following  payments were made to the General
      Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               II-A                  $ 6,557                 $127,443
               II-B                    4,897                   95,190
               II-C                    2,091                   40,689
               II-D                    4,259                   82,863
               II-E                    3,099                   60,216
               II-F                    2,322                   45,105
               II-G                    5,029                   97,944
               II-H                    1,238                   24,135

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

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               II-A                  $59,299                 $382,329
               II-B                   43,431                  285,570
               II-C                   19,318                  122,067
               II-D                   38,267                  248,589
               II-E                   28,229                  180,648
               II-F                   20,693                  135,315
               II-G                   44,607                  293,832
               II-H                   11,048                   72,405

      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.






                                      -36-
<PAGE>




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

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

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

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

GENERAL
-------

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





                                      -37-
<PAGE>




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

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

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

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

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

      Net proceeds from the  operations  less  necessary  operating  capital are
      distributed to the Limited Partners on a quarterly basis. Revenues and net
      proceeds of a Partnership  are largely  dependent  upon the volumes of oil
      and gas sold and the  prices  received  for  such oil and gas.  While  the
      General  Partner cannot predict  future  pricing  trends,  it believes the
      working  capital  available as of  September  30, 1999 and the net revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

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






                                      -38-
<PAGE>




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

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis  of results of  operations  provided  below.  The most  important
      variable  affecting the Partnerships'  revenues is the prices received for
      the  sale of oil and gas.  Due to the  volatility  of oil and gas  prices,
      forecasting  future prices is subject to great uncertainty and inaccuracy.
      Substantially  all of the Partnerships' gas reserves are being sold on the
      "spot market".  Prices on the spot market are subject to wide seasonal and
      regional pricing  fluctuations due to the highly competitive nature of the
      spot market. Such spot market sales are generally short-term in nature and
      are dependent upon the obtaining of  transportation  services  provided by
      pipelines. In addition, crude oil prices in 1998 and early 1999 were at or
      near their  lowest  level in the past decade due  primarily  to the global
      surplus of crude oil. Oil prices have since  rebounded  primarily due to a
      decrease in the global oil surplus as a result of production  curtailments
      by several  major oil producing  nations.  Management is unable to predict
      whether  future oil and gas prices will (i) stabilize,  (ii) increase,  or
      (iii) decrease.

      II-A PARTNERSHIP

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

                                            Three Months Ended September 30,
                                            --------------------------------
                                                   1999             1998
                                                ----------       ----------
      Oil and gas sales                         $1,135,642       $1,092,544
      Oil and gas production expenses           $  285,375       $  381,708
      Barrels produced                              19,868           19,085
      Mcf produced                                 332,216          481,584
      Average price/Bbl                         $    19.28       $    10.66
      Average price/Mcf                         $     2.27       $     1.85

      As shown in the table  above,  total oil and gas sales  increased  $43,098
      (3.9%) for the three  months ended  September  30, 1999 as compared to the
      three months ended  September  30, 1998. Of this  increase,  approximately
      $8,000 was related to an increase in volumes of oil sold and approximately
      $171,000  and  $139,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by a decrease of  approximately  $275,000 related to a decrease in volumes
      of gas sold. Volumes of oil sold increased 783 barrels,




                                      -39-
<PAGE>




      while volumes of gas sold decreased 149,368 Mcf for the three months ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998.  The decrease in volumes of gas sold was  primarily  due to positive
      prior period volume  adjustments  made by the  purchasers on several wells
      during the three months ended  September 30, 1998,  which  decreases  were
      partially offset by a positive prior period volume  adjustment made by the
      purchaser on one significant  well during the three months ended September
      30,  1999.  Average oil and gas prices  increased to $19.28 per barrel and
      $2.27 per Mcf, respectively, for the three months ended September 30, 1999
      from  $10.66  per barrel  and $1.85 per Mcf,  respectively,  for the three
      months ended September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $96,333  (25.2%) for the three months ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998. This decrease was primarily due to (i) a positive prior period lease
      operating expense  adjustment made by the operator on one significant well
      during  the  three  months  ended  September  30,  1998 and (ii)  workover
      expenses incurred on several wells during the three months ended September
      30, 1998 in order to improve the recovery of reserves.  As a percentage of
      oil and gas sales,  these expenses decreased to 25.1% for the three months
      ended  September 30, 1999 from 34.9% for the three months ended  September
      30, 1998. 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 $39,266 (18.3%) for the three months ended September 30, 1999 as
      compared to the three months ended  September 30, 1998.  This decrease was
      primarily  due to the decrease in volumes of gas sold.  As a percentage of
      oil and gas sales,  this  expense  decreased to 15.4% for the three months
      ended  September 30, 1999 from 19.6% for the three months ended  September
      30, 1998. This  percentage  decrease was primarily due to the increases in
      the average prices of oil and gas sold.

      General and administrative  expenses decreased $4,442 (3.2%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased  to 11.8% for the three  months  ended  September  30, 1999 from
      12.7% for the three months ended September 30, 1998.






                                      -40-
<PAGE>





      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   1999             1998
                                                ----------       ----------
      Oil and gas sales                         $2,629,667       $3,025,364
      Oil and gas production expenses           $  916,544       $1,093,626
      Barrels produced                              63,543           65,533
      Mcf produced                                 867,158        1,101,499
      Average price/Bbl                         $    14.49       $    12.81
      Average price/Mcf                         $     1.97       $     1.98

      As shown in the table above,  total oil and gas sales  decreased  $395,697
      (13.1%) for the nine months  ended  September  30, 1999 as compared to the
      nine months ended  September  30, 1998.  Of this  decrease,  approximately
      $465,000 was related to a decrease in volumes of gas sold,  which decrease
      was partially offset by an increase of  approximately  $107,000 related to
      an increase in the average price of oil sold.  Volumes of oil and gas sold
      decreased 1,990 barrels and 234,341 Mcf, respectively, for the nine months
      ended  September  30, 1999 as compared to the nine months ended  September
      30, 1998.  The decrease in volumes of gas sold was  primarily due to (i) a
      positive  prior  period  volume  adjustment  made by the  purchaser on one
      significant well during the nine months ended September 30, 1998, (ii) the
      sale  of  several  wells  during  1998,  and  (iii)  normal   declines  in
      production. Average oil prices increased to $14.49 per barrel for the nine
      months ended September 30, 1999 from $12.81 per barrel for the nine months
      ended September 30, 1998. Average gas prices remained  relatively constant
      at $1.97 per Mcf for the nine months  ended  September  30, 1999 and $1.98
      per Mcf for the nine months ended September 30, 1998.

      The II-A Partnership  sold certain oil and gas properties  during the nine
      months  ended  September  30,  1999 and  recognized  a $1,237 gain on such
      sales.  Sales  of oil and as  properties  during  the  nine  months  ended
      September 30, 1998 resulted in the II-A  Partnership  recognizing  similar
      gains totaling $688,344.

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





                                      -41-
<PAGE>





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

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $177,082  (16.2%) for the nine months ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998. This decrease was primarily due to (i) workover expenses incurred on
      one  significant  well during the nine months ended  September 30, 1998 in
      order to improve the  recovery of reserves,  (ii) a positive  prior period
      lease  operating  expense  adjustment  made  by the  operator  on  another
      significant  well during the nine months ended  September  30,  1998,  and
      (iii) a decrease in production  taxes  associated with the decrease in oil
      and gas  sales.  As a  percentage  of oil and gas  sales,  these  expenses
      decreased to 34.9% for the nine months ended September 30, 1999 from 36.1%
      for the nine months ended September 30, 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $74,518 (13.8%) for the nine months ended September 30, 1999 as
      compared to the nine months ended  September  30, 1998.  This decrease was
      primarily  due to the  decreases  in  volumes  of oil and gas  sold.  As a
      percentage of oil and gas sales, this expense remained relatively constant
      at 17.6% for the nine months  ended  September  30, 1999 and 17.8% for the
      nine months ended September 30, 1998.

      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 1999 as compared to the nine months ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      increased to 16.8% for the nine months ended September 30, 1999 from 14.7%
      for the nine months ended September 30, 1998. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  1999  totaling  $47,427,357  or 97.93% of Limited  Partners'  capital
      contributions.





                                      -42-
<PAGE>




      II-B PARTNERSHIP

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

                                            Three Months Ended September 30,
                                            --------------------------------
                                                  1999              1998
                                                --------          --------
      Oil and gas sales                         $812,462          $543,938
      Oil and gas production expenses           $220,500          $244,129
      Barrels produced                            14,643            12,625
      Mcf produced                               253,666           231,444
      Average price/Bbl                         $  18.05          $  11.88
      Average price/Mcf                         $   2.16          $   1.70

      As shown in the table above,  total oil and gas sales  increased  $268,524
      (49.4%) for the three months ended  September  30, 1999 as compared to the
      three months ended  September  30, 1998. Of this  increase,  approximately
      $38,000   was   related  to  an  increase  in  volumes  of  gas  sold  and
      approximately  $90,000  and  $116,000,   respectively,   were  related  to
      increases  in the average  prices of oil and gas sold.  Volumes of oil and
      gas sold  increased  2,018 barrels and 22,222 Mcf,  respectively,  for the
      three  months  ended  September  30, 1999 as compared to the three  months
      ended  September  30,  1998.  The  increase  in  volumes  of oil  sold was
      primarily due to (i) a positive prior period volume adjustment made by the
      purchaser on one significant  well during the three months ended September
      30, 1999 and (ii)  negative  prior period volume  adjustments  made by the
      purchaser on two significant wells during the three months ended September
      30,  1998.  Average oil and gas prices  increased to $18.05 per barrel and
      $2.16 per Mcf, respectively, for the three months ended September 30, 1999
      from  $11.88  per barrel  and $1.70 per Mcf,  respectively,  for the three
      months ended September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $23,629  (9.7%) for the three  months ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998.  This decrease was primarily  due to workover  expenses  incurred on
      several wells during the three months ended September 30, 1998 in order to
      improve the recovery of reserves,  which decrease was 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 27.1% for the three months ended  September 30, 1999 from 44.9% for the
      three  months  ended  September  30, 1998.  This  percentage  decrease was
      primarily  due to the 1998  workover  expenses  and the  increases  in the
      average prices of oil and gas sold.




                                      -43-
<PAGE>





      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased $11,839 (12.4%) for the three months ended September 30, 1999 as
      compared to the three months ended  September 30, 1998.  This increase was
      primarily  due to the  increase  in  volumes  of oil  and gas  sold.  As a
      percentage of oil and gas sales,  this expense  decreased to 13.2% for the
      three  months  ended  September  30, 1999 from 17.6% for the three  months
      ended September 30, 1998.  This  percentage  decrease was primarily due to
      the increases in the average prices of oil and gas sold.

      General and administrative  expenses decreased $3,343 (3.2%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased  to 12.3% for the three  months  ended  September  30, 1999 from
      19.0% for the three  months ended  September  30,  1998.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                             Nine Months Ended September 30,
                                             --------------------------------
                                                   1999              1998
                                                ----------        ----------
      Oil and gas sales                         $1,898,187        $1,973,911
      Oil and gas production expenses           $  712,522        $  749,978
      Barrels produced                              42,696            41,381
      Mcf produced                                 670,828           703,731
      Average price/Bbl                         $    14.40        $    14.09
      Average price/Mcf                         $     1.91        $     1.98

      As shown in the table  above,  total oil and gas sales  decreased  $75,724
      (3.8%) for the nine  months  ended  September  30, 1999 as compared to the
      nine months ended  September  30, 1998.  Of this  decrease,  approximately
      $65,000 was related to a decrease in volumes of gas sold and approximately
      $43,000 was related to a decrease in the average  price of gas sold.  This
      decrease  was  partially  offset by  increases  of  approximately  $19,000
      related to an  increase in volumes of oil sold and  approximately  $13,000
      related to an increase in the  average  price of oil sold.  Volumes of oil
      sold increased 1,315 barrels,  while volumes of gas sold decreased  32,903
      Mcf for the nine months ended  September  30, 1999 as compared to the nine
      months ended  September 30, 1998.  Average oil prices  increased to $14.40
      per barrel for the nine months  ended  September  30, 1999 from $14.09 per
      barrel for the nine months ended  September  30, 1998.  Average gas prices
      decreased to $1.91 per Mcf for the nine months ended




                                      -44-
<PAGE>




      September 30, 1999 from $1.98 per Mcf for the nine months ended  September
      30, 1998.

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

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $37,456  (5.0%) for the nine  months  ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      37.5% for the nine months ended September 30, 1999 from 38.0% for the nine
      months ended September 30, 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $4,706  (1.6%) for the nine months ended  September 30, 1999 as
      compared to the nine months ended  September  30, 1998. As a percentage of
      oil and gas sales,  this  expense  increased  to 15.4% for the nine months
      ended  September  30, 1999 from 15.0% for the nine months ended  September
      30, 1998.

      General and  administrative  expenses decreased $4,335 (1.3%) for the nine
      months  ended  September  30, 1999 as  compared  to the nine months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      increased to 17.3% for the nine months ended September 30, 1999 from 16.9%
      for the nine months ended September 30, 1998.

      The Limited Partners have received cash  distributions  through  September
      30, 1999 totaling  $34,506,916 or 95.40% of the Limited  Partners' capital
      contributions.

      II-C PARTNERSHIP

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

                                              Three Months Ended September 30,
                                              --------------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $379,273         $253,933
      Oil and gas production expenses             $ 91,916         $ 90,974
      Barrels produced                               4,847            4,119
      Mcf produced                                 132,959          121,527
      Average price/Bbl                           $  18.01         $  12.28
      Average price/Mcf                           $   2.20         $   1.67

      As shown in the table above,  total oil and gas sales  increased  $125,340
      (49.4%) for the three months ended




                                      -45-
<PAGE>




      September  30, 1999 as compared to the three  months ended  September  30,
      1998. Of this increase,  approximately  $19,000 was related to an increase
      in  volumes  of  gas  sold  and   approximately   $28,000   and   $69,000,
      respectively,  were related to increases in the average  prices of oil and
      gas sold.  Volumes of oil and gas sold  increased  728  barrels and 11,432
      Mcf,  respectively,  for the three  months  ended  September  30,  1999 as
      compared to the three months  ended  September  30, 1998.  The increase in
      volumes  of oil sold was  primarily  due to (i) a  positive  prior  period
      volume adjustment made by the purchaser on one significant well during the
      three months  ended  September  30, 1999 and (ii) a negative  prior period
      volume adjustment made by the purchaser on another significant well during
      the three months  ended  September  30,  1998.  Average oil and gas prices
      increased  to $18.01 per barrel and $2.20 per Mcf,  respectively,  for the
      three months ended September 30, 1999 from $12.28 per barrel and $1.67 per
      Mcf, respectively, for the three months ended September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $942  (1.0%)  for the  three  months  ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998.  This  increase  was  primarily  due  to  a  positive  prior  period
      production tax adjustment  made by the purchaser on one  significant  well
      during the three  months ended  September  30,  1999,  which  increase was
      substantially offset by workover expenses incurred on one significant well
      during the three months ended  September  30, 1998 in order to improve the
      recovery of reserves. As a percentage of oil and gas sales, these expenses
      decreased  to 24.2% for the three  months  ended  September  30, 1999 from
      35.8% for the three  months ended  September  30,  1998.  This  percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $7,258 (13.9%) for the three months ended September 30, 1999 as
      compared to the three months ended  September 30, 1998.  This increase was
      primarily  due to the  increase  in  volumes  of oil  and gas  sold.  As a
      percentage of oil and gas sales,  this expense  decreased to 15.7% for the
      three  months  ended  September  30, 1999 from 20.5% for the three  months
      ended September 30, 1998.  This  percentage  decrease was primarily due to
      the increases in the average prices of oil and gas sold.





                                      -46-
<PAGE>





      General and administrative  expenses decreased $1,430 (3.2%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased  to 11.3% for the three  months  ended  September  30, 1999 from
      17.4% for the three  months ended  September  30,  1998.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $903,938         $896,558
      Oil and gas production expenses             $296,598         $293,796
      Barrels produced                              13,638           12,968
      Mcf produced                                 364,207          375,715
      Average price/Bbl                           $  14.95         $  14.05
      Average price/Mcf                           $   1.92         $   1.90

      As shown in the table  above,  total oil and gas  sales  increased  $7,380
      (0.8%) for the nine  months  ended  September  30, 1999 as compared to the
      nine months ended  September  30, 1998.  Of this  increase,  approximately
      $9,000 was related to an increase in volumes of oil sold and approximately
      $12,000 and $7,000, respectively, were related to increases in the average
      prices of oil and gas sold.  These  increases were  partially  offset by a
      decrease of approximately  $21,000 related to a decrease in volumes of gas
      sold. Volumes of oil sold increased 670 barrels, while volumes of gas sold
      decreased  11,508 Mcf for the nine  months  ended  September  30,  1999 as
      compared to the nine months ended September 30, 1998.  Average oil and gas
      prices increased to $14.95 per barrel and $1.92 per Mcf, respectively, for
      the nine months ended  September 30, 1999 from $14.05 per barrel and $1.90
      per Mcf, respectively, for the nine months ended September 30, 1998.

      The II-C Partnership  sold certain oil and gas properties  during the nine
      months ended  September 30, 1999 and  recognized a $47 gain on such sales.
      Sales of oil and gas properties during the nine months ended September 30,
      1998 resulted in the II-C Partnership  recognizing  similar gains totaling
      $191,496.

      The II-C Partnership recognized a gas contract settlement in the amount of
      $1,197,148   during  the  nine  months  ended  September  30,  1998.  This
      settlement  involved  claims  made  for take or pay  deficiencies  and gas
      pricing issues arising




                                      -47-
<PAGE>




      out of a gas purchase contract. No similar settlements occurred during the
      nine months ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $2,802  (1.0%)  for the nine  months  ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998. This increase was primarily due to positive prior period  production
      tax  adjustments  made by the  purchaser on several  wells during the nine
      months ended September 30, 1999, which increase was  substantially  offset
      by  workover  expenses  incurred on one  significant  well during the nine
      months  ended  September  30,  1998 in order to improve  the  recovery  of
      reserves.  As a percentage of oil and gas sales,  these expenses  remained
      constant at 32.8% for the nine months ended September 30, 1999 and 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $1,790  (1.1%) for the nine months ended  September 30, 1999 as
      compared to the nine months ended  September  30, 1998. As a percentage of
      oil and gas sales, this expense remained  relatively constant at 18.1% for
      the nine  months  ended  September  30, 1999 and 18.0% for the nine months
      ended September 30, 1998.

      General and  administrative  expenses decreased $1,555 (1.1%) for the nine
      months  ended  September  30, 1999 as  compared  to the nine months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased to 15.6% for the nine months ended September 30, 1999 from 15.9%
      for the nine months ended September 30, 1998.

      The Limited Partners have received cash  distributions  through  September
      30, 1999 totaling  $15,699,686 or 101.54% of the Limited Partners' capital
      contributions.

      II-D PARTNERSHIP

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

                                            Three Months Ended September 30,
                                            -------------------------------
                                                   1999              1998
                                                 --------          --------
      Oil and gas sales                          $705,104          $540,255
      Oil and gas production expenses            $192,953          $256,870
      Barrels produced                              7,755             9,708
      Mcf produced                                250,111           264,360
      Average price/Bbl                          $  19.44          $  12.71
      Average price/Mcf                          $   2.22          $   1.58

      As shown in the table above,  total oil and gas sales  increased  $164,849
      (30.5%) for the three months ended




                                      -48-
<PAGE>




      September  30, 1999 as compared to the three  months ended  September  30,
      1998. Of this increase,  approximately $52,000 and $160,000, respectively,
      were related to increases in the average prices of oil and gas sold.  This
      increase was partially  offset by decreases of  approximately  $25,000 and
      $22,000,  respectively,  related  to  decreases  in volumes of oil and gas
      sold.  Volumes of oil and gas sold decreased 1,953 barrels and 14,249 Mcf,
      respectively, for the three months ended September 30, 1999 as compared to
      the three months ended  September 30, 1998. The decrease in volumes of oil
      sold was  primarily due to (i) normal  declines in  production  and (ii) a
      positive  prior  period  volume  adjustment  made by the  purchaser on one
      significant well during the three months ended September 30, 1998. Average
      oil and gas  prices  increased  to $19.44  per  barrel  and $2.22 per Mcf,
      respectively,  for the three months ended  September  30, 1999 from $12.71
      per barrel and $1.58 per Mcf,  respectively,  for the three  months  ended
      September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $63,917  (24.9%) for the three months ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998. This decrease was primarily due to (i) workover expenses incurred on
      three  significant  wells during the three months ended September 30, 1998
      and  (ii) a  decrease  in lease  operating  expenses  associated  with the
      decrease in volumes of oil and gas sold.  As a  percentage  of oil and gas
      sales,  these  expenses  decreased  to 27.4%  for the three  months  ended
      September  30, 1999 from 47.5% for the three  months ended  September  30,
      1998. This  percentage  decrease was primarily due to the increases in the
      average prices of oil and gas sold and the 1998 workover expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $7,927 (7.2%) for the three months ended  September 30, 1999 as
      compared to the three months ended  September 30, 1998. As a percentage of
      oil and gas sales,  this  expense  decreased to 14.6% for the three months
      ended  September 30, 1999 from 20.5% for the three months ended  September
      30, 1998. This  percentage  decrease was primarily due to the increases in
      the average prices of oil and gas sold.

      General and administrative  expenses decreased $2,931 (3.3%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased  to 12.4% for the three  months  ended  September  30, 1999 from
      16.7% for the three  months ended  September  30,  1998.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.





                                      -49-
<PAGE>





      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                     1999            1998
                                                 ----------       ----------
      Oil and gas sales                          $1,831,319       $1,885,766
      Oil and gas production expenses            $  727,727       $  845,153
      Barrels produced                               26,368           30,202
      Mcf produced                                  728,093          803,674
      Average price/Bbl                          $    14.42       $    13.30
      Average price/Mcf                          $     1.99       $     1.85

      As shown in the table  above,  total oil and gas sales  decreased  $54,447
      (2.9%) for the nine  months  ended  September  30, 1999 as compared to the
      nine months ended  September  30, 1998.  Of this  decrease,  approximately
      $51,000 and $139,000,  respectively,  were related to decreases in volumes
      of oil and gas sold. These decreases were partially offset by increases of
      approximately $30,000 and $106,000, respectively,  related to increases in
      the  average  prices  of oil and gas  sold.  Volumes  of oil and gas  sold
      decreased 3,834 barrels and 75,581 Mcf, respectively,  for the nine months
      ended  September  30, 1999 as compared to the nine months ended  September
      30,  1998.  The decrease in volumes of oil sold was  primarily  due to (i)
      normal  declines in production and (ii) the sale of one  significant  well
      during 1998. Average oil and gas prices increased to $14.42 per barrel and
      $1.99 per Mcf, respectively,  for the nine months ended September 30, 1999
      from  $13.30  per  barrel  and $1.85 per Mcf,  respectively,  for the nine
      months ended September 30, 1998.

      The II-D Partnership  sold certain oil and gas properties  during the nine
      months  ended  September  30, 1999 and  recognized  a $36,944 gain on such
      sales.  Sales  of oil and gas  properties  during  the nine  months  ended
      September 30, 1998 resulted in the II-D  Partnership  recognizing  similar
      gains of $518,545.

      The II-D Partnership recognized a gas contract settlement in the amount of
      $3,033,646   during  the  nine  months  ended  September  30,  1998.  This
      settlement  involved  claims  made  for take or pay  deficiencies  and gas
      pricing  issues  arising  out  of a  gas  purchase  contract.  No  similar
      settlements occurred during the nine months ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $117,426  (13.9%) for the nine months ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998. This decrease was primarily due to (i) a decrease in lease operating
      expenses associated with the decreases in volumes of oil and gas sold




                                      -50-
<PAGE>




      and (ii) workover  expenses  incurred on several  significant wells during
      the nine months ended  September  30, 1998. As a percentage of oil and gas
      sales,  these  expenses  decreased  to  39.7%  for the nine  months  ended
      September  30, 1999 from 44.8% for the nine  months  ended  September  30,
      1998. This  percentage  decrease was primarily due to the increases in the
      average prices of oil and gas sold and the 1998 workover expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $30,894 (9.1%) for the nine months ended  September 30, 1999 as
      compared to the nine months ended  September  30, 1998. As a percentage of
      oil and gas sales,  this  expense  decreased  to 16.8% for the nine months
      ended  September  30, 1999 from 17.9% for the nine months ended  September
      30, 1998.

      Gener al and administrative  expenses decreased $3,500 (1.2%) for the nine
      months  ended  September  30, 1999 as  compared  to the nine months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      remained  relatively constant at 15.7% for the nine months ended September
      30, 1999 and 15.4 % for the nine months ended September 30, 1998.

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

      The Limited Partners have received cash  distributions  through  September
      30, 1999  totaling  $31,799,903  or 100.99% of Limited  Partners'  capital
      contributions.






                                      -51-
<PAGE>





      II-E PARTNERSHIP

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

                                             Three Months Ended September 30,
                                             --------------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $490,849         $366,664
      Oil and gas production expenses             $127,287         $147,182
      Barrels produced                               7,120           10,767
      Mcf produced                                 153,140          142,090
      Average price/Bbl                           $  21.26         $  13.05
      Average price/Mcf                           $   2.22         $   1.59

      As shown in the table above,  total oil and gas sales  increased  $124,185
      (33.9%) for the three months ended  September  30, 1999 as compared to the
      three months ended  September  30, 1998. Of this  increase,  approximately
      $58,000  and  $96,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold and  approximately  $18,000 was related
      to an  increase in volumes of gas sold.  These  increases  were  partially
      offset by a decrease  of  approximately  $48,000  related to a decrease in
      volumes of oil sold.  Volumes of oil sold decreased  3,647 barrels,  while
      volumes  of gas sold  increased  11,050  Mcf for the  three  months  ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998.  The decrease in volumes of oil sold was primarily due to (i) normal
      declines in production and (ii) a positive prior period volume  adjustment
      made by the  purchaser  on one  significant  well during the three  months
      ended September 30, 1998.  Average oil and gas prices  increased to $21.26
      per barrel and $2.22 per Mcf,  respectively,  for the three  months  ended
      September 30, 1999 from $13.05 per barrel and $1.59 per Mcf, respectively,
      for the three months ended September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $19,895  (13.5%) for the three months ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998. This decrease was primarily due to workover expenses incurred on two
      significant  wells  during the three months  ended  September  30, 1998 in
      order to improve the recovery of reserves,  which  decrease was  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 25.9% for the three  months  ended  September  30, 1999 from
      40.1% for the three  months ended  September  30,  1998.  This  percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold.





                                      -52-
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $18,887 (15.3%) for the three months ended September 30, 1999 as
      compared to the three months ended  September 30, 1998.  This decrease was
      primarily  due to (i) an upward  revision in the estimate of remaining gas
      reserves  at  December  31,  1998 and (ii) the  decrease in volumes of oil
      sold.  As a percentage  of oil and gas sales,  this  expense  decreased to
      21.3% for the three  months  ended  September  30, 1999 from 33.7% for the
      three  months  ended  September  30, 1998.  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.

      General and administrative  expenses decreased $2,145 (3.3%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased  to 12.9% for the three  months  ended  September  30, 1999 from
      17.9% for the three  months ended  September  30,  1998.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.

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

      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                            Nine Months Ended September 30,
                                            -------------------------------
                                                   1999             1998
                                                ----------       ----------
      Oil and gas sales                         $1,294,093       $1,257,494
      Oil and gas production expenses           $  388,493       $  454,429
      Barrels produced                              24,392           29,489
      Mcf produced                                 472,003          462,132
      Average price/Bbl                         $    15.72       $    13.79
      Average price/Mcf                         $     1.93       $     1.84

      As shown in the table  above,  total oil and gas sales  increased  $36,599
      (2.9%) for the nine  months  ended  September  30, 1999 as compared to the
      nine months ended  September  30, 1998.  Of this  increase,  approximately
      $47,000  and  $42,000,  respectively,  were  related to  increases  in the
      average prices




                                      -53-
<PAGE>




      of oil and gas sold and  approximately  $18,000 was related to an increase
      in  volumes  of gas  sold.  These  increases  were  partially  offset by a
      decrease of approximately  $70,000 related to a decrease in volumes of oil
      sold.  Volumes of oil sold decreased  5,097 barrels,  while volumes of gas
      sold increased  9,871 Mcf for the nine months ended  September 30, 1999 as
      compared to the nine months  ended  September  30,  1998.  The decrease in
      volumes of oil sold was primarily due to (i) normal declines in production
      and (ii) positive prior period volume  adjustments  made by the purchasers
      on several wells during the nine months ended September 30, 1998.  Average
      oil and gas  prices  increased  to $15.72  per  barrel  and $1.93 per Mcf,
      respectively, for the nine months ended September 30, 1999 from $13.79 per
      barrel  and  $1.84  per  Mcf,  respectively,  for the  nine  months  ended
      September 30, 1998.

      The II-E Partnership recognized a gas contract settlement in the amount of
      $6,159,355   during  the  nine  months  ended  September  30,  1998.  This
      settlement  involved  claims  made  for take or pay  deficiencies  and gas
      pricing  issues  arising  out  of a  gas  purchase  contract.  No  similar
      settlements occurred during the nine months ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $65,936  (14.5%) for the nine months  ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998.  This decrease was primarily  due to workover  expenses  incurred on
      several wells during the nine months ended  September 30, 1998 in order to
      improve the  recovery of reserves.  As a percentage  of oil and gas sales,
      these expenses  decreased to 30.0% for the nine months ended September 30,
      1999  from  36.1% for the nine  months  ended  September  30,  1998.  This
      percentage  decrease was primarily  due to the dollar  decrease in oil and
      gas production expenses and the increases in the average prices of oil and
      gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $51,555 (13.5%) for the nine months ended September 30, 1999 as
      compared to the nine months ended  September  30, 1998.  This decrease was
      primarily  due to (i) an upward  revision in the estimate of remaining gas
      reserves  at  December  31,  1998 and (ii) the  decrease in volumes of oil
      sold.  As a percentage  of oil and gas sales,  this  expense  decreased to
      25.6% for the nine months ended September 30, 1999 from 30.4% for the nine
      months ended September 30, 1998.  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.





                                      -54-
<PAGE>





      General and  administrative  expenses decreased $6,058 (2.8%) for the nine
      months  ended  September  30, 1999 as  compared  to the nine months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased to 16.1% for the nine months ended September 30, 1999 from 17.1%
      for the nine months ended September 30, 1998.

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

      The Limited Partners have received cash  distributions  through  September
      30, 1999  totaling  $23,037,574  or 100.68% of Limited  Partners'  capital
      contributions.

      II-F PARTNERSHIP

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

                                            Three Months Ended September 30,
                                            --------------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $454,356         $266,881
      Oil and gas production expenses             $ 94,366         $ 89,460
      Barrels produced                               7,718            7,692
      Mcf produced                                 123,033          120,405
      Average price/Bbl                           $  21.29         $  11.07
      Average price/Mcf                           $   2.36         $   1.51

      As shown in the table above,  total oil and gas sales  increased  $187,475
      (70.2%) for the three months ended  September  30, 1999 as compared to the
      three months ended  September  30, 1998. Of this  increase,  approximately
      $78,000 and  $104,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold.  Volumes of oil and gas sold increased
      26  barrels  and  2,628  Mcf,  respectively,  for the three  months  ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998.  Average oil and gas prices increased to $21.29 per barrel and $2.36
      per Mcf, respectively,  for the three months ended September 30, 1999 from
      $11.07 per barrel and $1.51 per Mcf,  respectively,  for the three  months
      ended September 30, 1998.





                                      -55-
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $4,906  (5.5%) for the three  months  ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      20.8% for the three  months  ended  September  30, 1999 from 33.5% for the
      three  months  ended  September  30, 1998.  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  $1,811 (2.3%) for the three months ended  September 30, 1999 as
      compared to the three months ended  September 30, 1998. As a percentage of
      oil and gas sales,  this  expense  decreased to 16.5% for the three months
      ended  September 30, 1999 from 28.9% for the three months ended  September
      30, 1998. This  percentage  decrease was primarily due to the increases in
      the average prices of oil and gas sold.

      General and administrative  expenses decreased $1,661 (3.4%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased  to 10.4% for the three  months  ended  September  30, 1999 from
      18.4% for the three  months ended  September  30,  1998.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                   1999             1998
                                                ----------       ----------
      Oil and gas sales                         $1,225,529       $1,087,834
      Oil and gas production expenses           $  331,455       $  292,323
      Barrels produced                              27,299           28,477
      Mcf produced                                 440,829          378,224
      Average price/Bbl                         $    14.97       $    13.93
      Average price/Mcf                         $     1.85       $     1.83

      As shown in the table above,  total oil and gas sales  increased  $137,695
      (12.7%) for the nine months  ended  September  30, 1999 as compared to the
      nine months ended  September  30, 1998.  Of this  increase,  approximately
      $114,000   was  related  to  an  increase  in  volumes  of  gas  sold  and
      approximately  $28,000 was related to an increase in the average  price of
      oil  sold.  These  increases  were  partially  offset  by  a  decrease  of
      approximately  $16,000  related  to a  decrease  in  volumes  of oil sold.
      Volumes of oil sold  decreased  1,178  barrels,  while volumes of gas sold
      increased 62,605 Mcf for the nine months ended September 30, 1999 as




                                      -56-
<PAGE>




      compared to the nine months  ended  September  30,  1998.  The increase in
      volumes of gas sold was primarily due to (i) an increase in production due
      to the successful  recompletion of one  significant  well in late 1998 and
      (ii) a positive  prior period  volume  adjustment  made by the operator on
      another  significant well during the nine months ended September 30, 1999.
      Average  oil and gas prices  increased  to $14.97 per barrel and $1.85 per
      Mcf,  respectively,  for the nine  months  ended  September  30, 1999 from
      $13.93  per barrel and $1.83 per Mcf,  respectively,  for the nine  months
      ended September 30, 1998.

      The II-F Partnership  sold certain oil and gas properties  during the nine
      months  ended  September  30,  1999 and  recognized  a $1,203 gain on such
      sales.  Sales  of oil and gas  properties  during  the nine  months  ended
      September 30, 1998 resulted in the II-F  Partnership  recognizing  similar
      gains totaling $654,302.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $39,132  (13.4%) for the nine months  ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998.  This increase was primarily due to (i) the timing of ad valorem tax
      payments,  (ii) positive prior period lease operating expense  adjustments
      made by the  operator  on  several  wells  during  the nine  months  ended
      September  30,  1999,  and  (iii)  workover   expenses   incurred  on  one
      significant  well during the nine months ended September 30, 1999 in order
      to improve the recovery of reserves. As a percentage of oil and gas sales,
      these expenses remained  relatively  constant at 27.0% for the nine months
      ended September 30, 1999 and 26.9% for the nine months ended September 30,
      1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $14,650 (5.8%) for the nine months ended  September 30, 1999 as
      compared to the nine months ended  September  30, 1998. As a percentage of
      oil and gas sales,  this  expense  decreased  to 22.0% for the nine months
      ended  September  30, 1999 from 23.4% for the nine months ended  September
      30, 1998.

      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 1999 as compared to the nine months ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased to 12.7% for the nine months ended September 30, 1999 from 14.3%
      for the nine months ended September 30, 1998. This percentage decrease was
      primarily due to the increase in oil and gas sales.





                                      -57-
<PAGE>




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

      The Limited Partners have received cash  distributions  through  September
      30, 1999  totaling  $17,518,051  or 102.21% of Limited  Partners'  capital
      contributions.

      II-G PARTNERSHIP

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

                                              Three Months Ended September 30,
                                              --------------------------------
                                                    1999            1998
                                                  --------        ---------
      Oil and gas sales                           $888,505         $561,811
      Oil and gas production expenses             $199,784         $191,369
      Barrels produced                              16,277           16,107
      Mcf produced                                 252,612          253,227
      Average price/Bbl                           $  20.69         $  11.03
      Average price/Mcf                           $   2.18         $   1.52

      As shown in the table above,  total oil and gas sales  increased  $326,694
      (58.2%) for the three months ended  September  30, 1999 as compared to the
      three months ended  September  30, 1998. Of this  increase,  approximately
      $157,000  and  $169,000,  respectively,  were  related to increases in the
      average  prices of oil and gas sold.  Volumes  of oil sold  increased  170
      barrels,  while volumes of gas sold decreased 615 Mcf for the three months
      ended  September 30, 1999 as compared to the three months ended  September
      30,  1998.  Average oil and gas prices  increased to $20.69 per barrel and
      $2.18 per Mcf, respectively, for the three months ended September 30, 1999
      from  $11.03  per barrel  and $1.52 per Mcf,  respectively,  for the three
      months ended September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $8,415  (4.4%) for the three  months  ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      22.5% for the three  months  ended  September  30, 1999 from 34.1% for the
      three months ended September 30, 1998. This percentage




                                      -58-
<PAGE>




      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  $6,235 (3.8%) for the three months ended  September 30, 1999 as
      compared to the three months ended  September 30, 1998. As a percentage of
      oil and gas sales,  this  expense  decreased to 17.7% for the three months
      ended  September 30, 1999 from 29.1% for the three months ended  September
      30, 1998. This  percentage  decrease was primarily due to the increases in
      the average prices of oil and gas sold.

      General and administrative  expenses decreased $3,591 (3.4%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased  to 11.6% for the three  months  ended  September  30, 1999 from
      19.0% for the three  months ended  September  30,  1998.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                     1999            1998
                                                  ----------      ----------
      Oil and gas sales                           $2,593,092      $2,310,367
      Oil and gas production expenses             $  708,579      $  625,597
      Barrels produced                                57,547          59,757
      Mcf produced                                   936,181         806,717
      Average price/Bbl                           $    14.90      $    13.92
      Average price/Mcf                           $     1.85      $     1.83

      As shown in the table above,  total oil and gas sales  increased  $282,725
      (12.2%) for the nine months  ended  September  30, 1999 as compared to the
      nine months ended  September  30, 1998.  Of this  increase,  approximately
      $237,000   was  related  to  an  increase  in  volumes  of  gas  sold  and
      approximately  $57,000 was related to an increase in the average  price of
      oil  sold.  These  increases  were  partially  offset  by  a  decrease  of
      approximately  $31,000  related  to a  decrease  in  volumes  of oil sold.
      Volumes of oil sold  decreased  2,210  barrels,  while volumes of gas sold
      increased  129,464 Mcf for the nine  months  ended  September  30, 1999 as
      compared to the nine months  ended  September  30,  1998.  The increase in
      volumes of gas sold was primarily due to (i) an increase in production due
      to the successful  recompletion of one  significant  well in late 1998 and
      (ii) a positive  prior period  volume  adjustment  made by the operator on
      another  significant well during the nine months ended September 30, 1999.
      Average oil and gas prices increased to $14.90 per




                                      -59-
<PAGE>




      barrel  and  $1.85  per  Mcf,  respectively,  for the  nine  months  ended
      September 30, 1999 from $13.92 per barrel and $1.83 per Mcf, respectively,
      for the nine months ended September 30, 1998.

      The II-G Partnership  sold certain oil and gas properties  during the nine
      months  ended  September  30,  1999 and  recognized  a $2,693 gain on such
      sales.  Sales  of oil and gas  properties  during  the nine  months  ended
      September 30, 1998 resulted in the II-G  Partnership  recognizing  similar
      gains totaling $1,368,785.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $82,982  (13.3%) for the nine months  ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998.  This increase was primarily due to (i) the timing of ad valorem tax
      payments,  (ii) positive prior period lease operating expense  adjustments
      made by the  operator  on  several  wells  during  the nine  months  ended
      September  30,  1999,  and  (iii)  workover   expenses   incurred  on  one
      significant  well during the nine months ended September 30, 1999 in order
      to improve the recovery of reserves. As a percentage of oil and gas sales,
      these expenses remained  relatively  constant at 27.3% for the nine months
      ended September 30, 1999 and 27.1% for the nine months ended September 30,
      1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $30,734 (5.7%) for the nine months ended  September 30, 1999 as
      compared to the nine months ended  September  30, 1998. As a percentage of
      oil and gas sales,  this  expense  decreased  to 22.2% for the nine months
      ended  September  30, 1999 from 23.5% for the nine months ended  September
      30, 1998.

      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 1999 as compared to the nine months ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased to 13.1% for the nine months ended September 30, 1999 from 14.6%
      for the nine months ended September 30, 1998. This percentage decrease was
      primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  1999  totaling  $36,188,371  or 97.23% of Limited  Partners'  capital
      contributions.





                                      -60-
<PAGE>





      II-H PARTNERSHIP

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

                                            Three Months Ended September 30,
                                            --------------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $222,185         $136,780
      Oil and gas production expenses             $ 48,942         $ 46,496
      Barrels produced                               3,734            3,736
      Mcf produced                                  61,823           61,996
      Average price/Bbl                           $  21.35         $  10.95
      Average price/Mcf                           $   2.30         $   1.55

      As shown in the table  above,  total oil and gas sales  increased  $85,405
      (62.4%) for the three months ended  September  30, 1999 as compared to the
      three months ended  September  30, 1998. Of this  increase,  approximately
      $39,000  and  $47,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold.  Volumes of oil and gas sold decreased
      2 barrels and 173 Mcf, respectively,  for the three months ended September
      30, 1999 as compared to the three months ended September 30, 1998. Average
      oil and gas  prices  increased  to $21.35  per  barrel  and $2.30 per Mcf,
      respectively,  for the three months ended  September  30, 1999 from $10.95
      per barrel and $1.55 per Mcf,  respectively,  for the three  months  ended
      September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $2,446  (5.3%) for the three  months  ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      22.0% for the three  months  ended  September  30, 1999 from 34.0% for the
      three  months  ended  September  30, 1998.  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  $1,633 (4.2%) for the three months ended  September 30, 1999 as
      compared to the three months ended  September 30, 1998. As a percentage of
      oil and gas sales,  this  expense  decreased to 16.7% for the three months
      ended  September 30, 1999 from 28.3% for the three months ended  September
      30, 1998. This  percentage  decrease was primarily due to the increases in
      the average prices of oil and gas sold.



                                      -61-
<PAGE>



      General and  administrative  expenses  decreased $882 (3.4%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased  to 11.4% for the three  months  ended  September  30, 1999 from
      19.2% for the three  months ended  September  30,  1998.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $618,940         $549,753
      Oil and gas production expenses             $170,527         $151,009
      Barrels produced                              13,371           13,887
      Mcf produced                                 224,318          193,275
      Average price/Bbl                           $  14.95         $  13.90
      Average price/Mcf                           $   1.87         $   1.85

      As shown in the table  above,  total oil and gas sales  increased  $69,187
      (12.6%) for the nine months  ended  September  30, 1999 as compared to the
      nine months ended  September  30, 1998.  Of this  increase,  approximately
      $57,000   was   related  to  an  increase  in  volumes  of  gas  sold  and
      approximately  $14,000 was related to an increase in the average  price of
      oil  sold.  These  increases  were  partially  offset  by  a  decrease  of
      approximately $7,000 related to a decrease in volumes of oil sold. Volumes
      of oil sold  decreased 516 barrels,  while  volumes of gas sold  increased
      31,043 Mcf for the nine months ended September 30, 1999 as compared to the
      nine months ended  September 30, 1998. The increase in volumes of gas sold
      was primarily due to (i) an increase in production  due to the  successful
      recompletion  of one  significant  well in late  1998 and (ii) a  positive
      prior period volume adjustment made by the operator on another significant
      well during the nine months ended September 30, 1999.  Average oil and gas
      prices increased to $14.95 per barrel and $1.87 per Mcf, respectively, for
      the nine months ended  September 30, 1999 from $13.90 per barrel and $1.85
      per Mcf, respectively, for the nine months ended September 30, 1998.

      The II-H Partnership  sold certain oil and gas properties  during the nine
      months ended  September 30, 1999 and recognized a $700 gain on such sales.
      Sales of oil and gas properties during the nine months ended September 30,
      1998 resulted in the II-H Partnership  recognizing  similar gains totaling
      $314,187.





                                      -62-
<PAGE>





      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $19,518  (12.9%) for the nine months  ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998.  This increase was primarily due to (i) the timing of ad valorem tax
      payments,  (ii) positive prior period lease operating expense  adjustments
      made by the  operator  on  several  wells  during  the nine  months  ended
      September  30,  1999,  and  (iii)  workover   expenses   incurred  on  one
      significant  well during the nine months ended September 30, 1999 in order
      to improve the recovery of reserves. As a percentage of oil and gas sales,
      these expenses remained  relatively  constant at 27.6% for the nine months
      ended September 30, 1999 and 27.5% for the nine months ended September 30,
      1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $7,223  (5.7%) for the nine months ended  September 30, 1999 as
      compared to the nine months ended  September  30, 1998. As a percentage of
      oil and gas sales,  this  expense  decreased  to 21.6% for the nine months
      ended  September  30, 1999 from 23.1% for the nine months ended  September
      30, 1998.

      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 1999 as compared to the nine months ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased to 13.5% for the nine months ended September 30, 1999 from 15.2%
      for the nine months ended September 30, 1998. This percentage decrease was
      primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  1999  totaling  $8,424,364  or 91.86% of  Limited  Partners'  capital
      contributions.


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

      IN GENERAL

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




                                      -63-
<PAGE>





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

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

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

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

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

      Samson  has  been  planning  for  the  impact  of Y2K  on its  information
      technology  systems since 1993.  As of November 1, 1999,  Samson is in the
      final stages of implementation of a Y2K plan, as summarized below:






                                      -64-
<PAGE>





      FINANCIAL AND ADMINISTRATIVE SYSTEMS

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

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

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

      4.  Remediation.  Since 1993, Samson has been upgrading its accounting and
      land administration software. All of the Y2K upgrades have been completed.
      In addition,  in 1997 and 1998 Samson replaced or applied software patches
      to substantially all of its network and desktop software  applications and
      believes  them to be currently Y2K  compliant.  The costs of all such risk
      assessments and remediation were not material to the Partnerships.

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


      IMBEDDED SYSTEMS

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





                                      -65-
<PAGE>




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

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

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

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

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


      THIRD PARTY EXPOSURES

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

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




                                      -66-
<PAGE>




      the  integrity  of   telecommunication   systems,  and  the  readiness  of
      commercial banks to execute electronic fund transfers.

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

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

      4.  Remediation.   Where  Samson  perceived  a  significant  risk  of  Y2K
      non-compliance by banks and other significant  vendors that would have had
      a material  impact on Samson's  business,  Samson  undertook joint testing
      during 1999, and any identified problems have been resolved.

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






                                      -67-
<PAGE>




ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK.

            The Partnerships do not hold any market risk sensitive instruments.







                                      -68-
<PAGE>




                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

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

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

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

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

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

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

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





                                      -69-
<PAGE>





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

      All other exhibits are omitted as inapplicable.

(b)   Reports on Form 8-K.

      None.





                                      -70-
<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:  November 12, 1999      By:   /s/Dennis R. Neill
                                    --------------------------------
                                          (Signature)
                                          Dennis R. Neill
                                          President


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



                                      -71-
<PAGE>



                                INDEX TO EXHIBITS


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

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

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

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

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

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

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

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

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

            All other exhibits are omitted as inapplicable.



                                      -72-