SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarter ended June 30, 2005

Commission File Number:

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                        Yes     X               No
                            ------                    ------
Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).
                        Yes                     No     X
                            ------                    ------




                                      -1-
<PAGE>




                               PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

                                     ASSETS
                                                June 30,       December 31,
                                                  2005             2004
                                              ------------     ------------
CURRENT ASSETS:
   Cash and cash equivalents                   $1,524,143       $1,557,473
   Accounts receivable:
      Oil and gas sales                         1,187,086        1,004,704
                                               ----------       ----------
        Total current assets                   $2,711,229       $2,562,177

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                2,198,090        2,226,122

DEFERRED CHARGE                                   606,501          625,308
                                               ----------       ----------
                                               $5,515,820       $5,413,607
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  205,180       $  273,971
   Accrued liability - other (Note 1)                   -           26,672
   Gas imbalance payable                          107,937          108,636
   Asset retirement obligation -
      current (Note 1)                              8,629           34,994
                                               ----------       ----------
        Total current liabilities              $  321,746       $  444,273

LONG-TERM LIABILITIES:
   Accrued liability                           $  153,326       $  179,306
   Asset retirement obligation
      (Note 1)                                    391,630          358,676
                                               ----------       ----------
        Total long-term liabilities            $  544,956       $  537,982

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  168,390)     ($  201,586)
   Limited Partners, issued and
      outstanding, 484,283 units                4,817,508        4,632,938
                                               ----------       ----------
        Total Partners' capital                $4,649,118       $4,431,352
                                               ----------       ----------
                                               $5,515,820       $5,413,607
                                               ==========       ==========

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



                                      -2-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,718,212        $1,511,616
   Interest income                                 7,090             2,008
                                              ----------        ----------
                                              $1,725,302        $1,513,624

COSTS AND EXPENSES:
   Lease operating                            $  308,646        $  294,280
   Production tax                                 91,890            80,035
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  76,605            49,061
   General and administrative
      (Note 2)                                   134,475           150,003
                                              ----------        ----------
                                              $  611,616        $  573,379
                                              ----------        ----------

NET INCOME                                    $1,113,686        $  940,245
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  117,554        $   98,239
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  996,132        $  842,006
                                              ==========        ==========
NET INCOME per unit                           $     2.06        $     1.74
                                              ==========        ==========
UNITS OUTSTANDING                                484,283           484,283
                                              ==========        ==========




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



                                      -3-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $3,435,346        $2,840,768
   Interest income                                12,885             3,181
                                              ----------        ----------
                                              $3,448,231        $2,843,949

COSTS AND EXPENSES:
   Lease operating                            $  538,458        $  570,624
   Production tax                                199,953           159,636
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 127,621            96,643
   General and administrative
      (Note 2)                                   290,235           292,465
                                              ----------        ----------
                                              $1,156,267        $1,119,368
                                              ----------        ----------

NET INCOME                                    $2,291,964        $1,724,581
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  239,394        $  180,838
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $2,052,570        $1,543,743
                                              ==========        ==========
NET INCOME per unit                           $     4.24        $     3.19
                                              ==========        ==========
UNITS OUTSTANDING                                484,283           484,283
                                              ==========        ==========



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



                                      -4-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

                                                   2005            2004
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $2,291,964      $1,724,581
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 127,621          96,643
      Settlement of asset retirement
        obligation                             (       188)              -
      Increase in accounts receivable -
        oil and gas sales                      (   182,382)    (   193,416)
      Decrease in deferred charge                   18,807           2,635
      Decrease in accounts payable             (    90,046)    (    48,166)
      Decrease in accrued liability -
        other                                  (    26,672)              -
      Decrease in gas imbalance payable        (       699)    (    16,482)
      Increase (decrease) in accrued
        liability                              (    25,980)          3,682
                                                ----------      ----------
Net cash provided by operating
   activities                                   $2,112,425      $1,569,477
                                                ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   98,839)    ($   15,821)
   Proceeds from sale of oil and
      gas properties                                27,282              38
                                                ----------      ----------
Net cash used by investing
   activities                                  ($   71,557)    ($   15,783)
                                                ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($2,074,198)    ($1,539,281)
                                                ----------      ----------
Net cash used by financing
   activities                                  ($2,074,198)    ($1,539,281)
                                                ----------      ----------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($   33,330)     $   14,413

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           1,557,473       1,428,609
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $1,524,143      $1,443,022
                                                ==========      ==========

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



                                      -5-
<PAGE>



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

                                     ASSETS

                                               June 30,        December 31,
                                                 2005              2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $1,023,531        $1,079,057
   Accounts receivable:
      Oil and gas sales                          873,801           750,466
                                              ----------        ----------
        Total current assets                  $1,897,332        $1,829,523

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,558,492         1,590,243

DEFERRED CHARGE                                  266,353           252,768
                                              ----------        ----------
                                              $3,722,177        $3,672,534
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  161,973        $  202,172
   Gas imbalance payable                          36,339            39,527
   Asset retirement obligation -
      current (Note 1)                             6,003            17,122
                                              ----------        ----------
        Total current liabilities             $  204,315        $  258,821

LONG-TERM LIABILITIES:
   Accrued liability                          $   55,411        $   42,599
   Asset retirement obligation
      (Note 1)                                   207,448           193,076
                                              ----------        ----------
        Total long-term liabilities           $  262,859        $  235,675

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  212,719)      ($  232,828)
   Limited Partners, issued and
      outstanding, 361,719 units               3,467,722         3,410,866
                                              ----------        ----------
        Total Partners' capital               $3,255,003        $3,178,038
                                              ----------        ----------
                                              $3,722,177        $3,672,534
                                              ==========        ==========



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



                                      -6-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,188,827       $1,110,599
   Interest income                                 4,885            1,417
                                              ----------       ----------
                                              $1,193,712       $1,112,016

COSTS AND EXPENSES:
   Lease operating                            $  242,852       $  217,443
   Production tax                                 62,059           59,736
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  83,901           38,794
   General and administrative
      (Note 2)                                   100,984          115,873
                                              ----------       ----------
                                              $  489,796       $  431,846
                                              ----------       ----------

NET INCOME                                    $  703,916       $  680,170
                                              ==========       ==========
GENERAL PARTNER - NET INCOME                  $   77,455       $   71,367
                                              ==========       ==========
LIMITED PARTNERS - NET INCOME                 $  626,461       $  608,803
                                              ==========       ==========
NET INCOME per unit                           $     1.74       $     1.68
                                              ==========       ==========
UNITS OUTSTANDING                                361,719          361,719
                                              ==========       ==========


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



                                      -7-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $2,489,809       $2,078,080
   Interest income                                 8,881            2,222
                                              ----------       ----------
                                              $2,498,690       $2,080,302

COSTS AND EXPENSES:
   Lease operating                            $  408,758       $  414,994
   Production tax                                151,714          127,085
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 122,061           72,225
   General and administrative
      (Note 2)                                   222,875          223,743
                                              ----------       ----------
                                              $  905,408       $  838,047
                                              ----------       ----------

NET INCOME                                    $1,593,282       $1,242,255
                                              ==========       ==========
GENERAL PARTNER - NET INCOME                  $  169,426       $  130,504
                                              ==========       ==========
LIMITED PARTNERS - NET INCOME                 $1,423,856       $1,111,751
                                              ==========       ==========
NET INCOME per unit                           $     3.94       $     3.07
                                              ==========       ==========
UNITS OUTSTANDING                                361,719          361,719
                                              ==========       ==========


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



                                      -8-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

                                                    2005           2004
                                                ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $1,593,282     $1,242,255
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  122,061         72,225
      Settlement of asset retirement
        obligation                              (        58)             -
      Increase in accounts receivable -
        oil and gas sales                       (   123,335)   (   129,933)
      Increase in deferred charge               (    13,585)   (     9,592)
      Increase (decrease) in accounts
        payable                                 (    63,319)         6,365
      Decrease in gas imbalance payable         (     3,188)   (    29,552)
      Increase in accrued liability                  12,812         15,840
                                                 ----------     ----------
Net cash provided by operating
   activities                                    $1,524,670     $1,167,608
                                                 ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($   96,284)   ($    1,464)
   Proceeds from sale of oil and gas
      properties                                     32,405              -
                                                 ----------     ----------
Net cash used by investing
   activities                                   ($   63,879)   ($    1,464)
                                                 ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($1,516,317)   ($1,081,274)
                                                 ----------     ----------
Net cash used by financing
   activities                                   ($1,516,317)   ($1,081,274)
                                                 ----------     ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             ($   55,526)    $   84,870

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            1,079,057        933,790
                                                 ----------     ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $1,023,531     $1,018,660
                                                 ==========     ==========

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



                                      -9-
<PAGE>



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

                                     ASSETS

                                               June 30,        December 31,
                                                 2005              2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  513,900       $  506,061
   Accounts receivable:
      Oil and gas sales                           456,284          365,499
                                               ----------       ----------
        Total current assets                   $  970,184       $  871,560

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  730,556          729,670

DEFERRED CHARGE                                   148,970          121,531
                                               ----------       ----------
                                               $1,849,710       $1,722,761
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   63,713       $   77,395
   Gas imbalance payable                           20,237           22,040
   Asset retirement obligation -
      current (Note 1)                              6,010           10,892
                                               ----------       ----------
        Total current liabilities              $   89,960       $  110,327

LONG-TERM LIABILITIES:
   Accrued liability                           $   36,017       $   34,323
   Asset retirement obligation
      (Note 1)                                     68,687           62,682
                                               ----------       ----------
        Total long-term liabilities            $  104,704       $   97,005

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   79,899)     ($   96,672)
   Limited Partners, issued and
      outstanding, 154,621 units                1,734,945        1,612,101
                                               ----------       ----------
        Total Partners' capital                $1,655,046       $1,515,429
                                               ----------       ----------
                                               $1,849,710       $1,722,761
                                               ==========       ==========



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



                                      -10-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $639,691          $536,417
   Interest income                               2,373               669
                                              --------          --------
                                              $642,064          $537,086

COSTS AND EXPENSES:
   Lease operating                            $ 63,158          $ 93,418
   Production tax                               43,038            32,364
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                33,844            19,632
   General and administrative
      (Note 2)                                  44,398            58,209
                                              --------          --------
                                              $184,438          $203,623
                                              --------          --------

NET INCOME                                    $457,626          $333,463
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 48,571          $ 35,046
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $409,055          $298,417
                                              ========          ========
NET INCOME per unit                           $   2.65          $   1.93
                                              ========          ========
UNITS OUTSTANDING                              154,621           154,621
                                              ========          ========



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



                                      -11-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,302,274        $1,017,437
   Interest income                                 4,218             1,060
                                              ----------        ----------
                                              $1,306,492        $1,018,497

COSTS AND EXPENSES:
   Lease operating                            $  138,459        $  187,344
   Production tax                                 92,332            68,361
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  49,036            39,055
   General and administrative
      (Note 2)                                   109,070           107,643
                                              ----------        ----------
                                              $  388,897        $  402,403
                                              ----------        ----------

NET INCOME                                    $  917,595        $  616,094
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   95,751        $   65,018
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  821,844        $  551,076
                                              ==========        ==========
NET INCOME per unit                           $     5.32        $     3.56
                                              ==========        ==========
UNITS OUTSTANDING                                154,621           154,621
                                              ==========        ==========


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



                                      -12-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

                                                   2005           2004
                                                ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $917,595       $616,094
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 49,036         39,055
      Settlement of asset retirement
        obligation                              (      40)             -
      Increase in accounts receivable -
        oil and gas sales                       (  90,785)     (  61,733)
      (Increase) decrease in deferred
        charge                                  (  27,439)           738
      Decrease in accounts payable              (  24,731)     (   2,751)
      Decrease in gas imbalance payable         (   1,803)     (  17,328)
      Increase in accrued liability                 1,694          6,805
                                                 --------       --------
Net cash provided by operating
   activities                                    $823,527       $580,880
                                                 --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($ 51,598)     ($    673)
   Proceeds from sale of oil and gas
      properties                                   13,888              -
                                                 --------       --------
Net cash used by investing
   activities                                   ($ 37,710)     ($    673)
                                                 --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($777,978)     ($570,034)
                                                 --------       --------
Net cash used by financing
   activities                                   ($777,978)     ($570,034)
                                                 --------       --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                   $  7,839       $ 10,173

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            506,061        467,560
                                                 --------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $513,900       $477,733
                                                 ========       ========

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


                                      -13-
<PAGE>



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

                                     ASSETS

                                               June 30,        December 31,
                                                 2005              2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  958,562       $  967,251
   Accounts receivable:
      Oil and gas sales                           999,010          754,092
                                               ----------       ----------
        Total current assets                   $1,957,572       $1,721,343

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,479,989        1,385,376

DEFERRED CHARGE                                   371,693          345,329
                                               ----------       ----------
                                               $3,809,254       $3,452,048
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  149,112       $  157,313
   Gas imbalance payable                           21,060           22,596
   Asset retirement obligation -
      current (Note 1)                             22,628           25,732
                                               ----------       ----------
        Total current liabilities              $  192,800       $  205,641

LONG-TERM LIABILITIES:
   Accrued liability                           $  103,008       $  109,349
   Asset retirement obligation
      (Note 1)                                    170,338          161,328
                                               ----------       ----------
        Total long-term liabilities            $  273,346       $  270,677

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  138,494)     ($  174,338)
   Limited Partners, issued and
      outstanding, 314,878 units                3,481,602        3,150,068
                                               ----------       ----------
        Total Partners' capital                $3,343,108       $2,975,730
                                               ----------       ----------
                                               $3,809,254       $3,452,048
                                               ==========       ==========



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



                                      -14-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,297,819        $1,037,272
   Interest income                                 4,700             1,350
                                              ----------        ----------
                                              $1,302,519        $1,038,622

COSTS AND EXPENSES:
   Lease operating                            $  138,335        $  226,802
   Production tax                                109,996            65,286
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                   3,279            59,476
   General and administrative
      (Note 2)                                    88,167           102,813
                                              ----------        ----------
                                              $  339,777        $  454,377
                                              ----------        ----------

NET INCOME                                    $  962,742        $  584,245
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   96,099        $   63,643
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  866,643        $  520,602
                                              ==========        ==========
NET INCOME per unit                           $     2.76        $     1.65
                                              ==========        ==========
UNITS OUTSTANDING                                314,878           314,878
                                              ==========        ==========



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



                                      -15-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $2,719,365        $2,108,155
   Interest income                                 8,233             2,167
   Other income                                    8,411                 -
                                              ----------        ----------
                                              $2,736,009        $2,110,322

COSTS AND EXPENSES:
   Lease operating                            $  363,592        $  422,387
   Production tax                                195,031           136,039
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  40,693           128,317
   General and administrative
      (Note 2)                                   197,120           197,470
                                              ----------        ----------
                                              $  796,436        $  884,213
                                              ----------        ----------

NET INCOME                                    $1,939,573        $1,226,109
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  196,039        $  133,943
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,743,534        $1,092,166
                                              ==========        ==========
NET INCOME per unit                           $     5.54        $     3.47
                                              ==========        ==========
UNITS OUTSTANDING                                314,878           314,878
                                              ==========        ==========



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



                                      -16-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

                                                 2005             2004
                                             ------------      -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $1,939,573        $1,226,109
   Adjustments to reconcile net
     income to net cash provided
     by operating activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                                 40,693           128,317
     Increase in accounts receivable -
       oil and gas sales                     (   244,918)      (   136,405)
     (Increase) decrease in deferred
       charge                                (    26,364)            3,578
     Decrease in accounts payable            (     9,723)      (    32,904)
     Increase (decrease) in gas
       imbalance payable                     (     1,536)            2,492
     Decrease in accrued liability           (     6,341)      (       920)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $1,691,384        $1,190,267
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($  151,873)      ($    6,548)
   Proceeds from sale of oil and gas
     properties                                   23,995                 -
                                              ----------        ----------
Net cash used by investing
   activities                                ($  127,878)      ($    6,548)
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,572,195)      ($1,187,080)
                                              ----------        ----------
Net cash used by financing
   activities                                ($1,572,195)      ($1,187,080)
                                              ----------        ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                               ($    8,689)      ($    3,361)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           967,251           908,655
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  958,562        $  905,294
                                              ==========        ==========

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


                                      -17-
<PAGE>



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

                                     ASSETS

                                               June 30,        December 31,
                                                 2005              2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  669,416        $  680,844
   Accounts receivable:
      Oil and gas sales                          573,743           453,868
                                              ----------        ----------
        Total current assets                  $1,243,159        $1,134,712

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,183,731         1,246,328

DEFERRED CHARGE                                  211,963           208,295
                                              ----------        ----------
                                              $2,638,853        $2,589,335
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   84,044        $  180,564
   Gas imbalance payable                          43,424            43,424
   Asset retirement obligation -
      current (Note 1)                             2,256            24,458
                                              ----------        ----------
        Total current liabilities             $  129,724        $  248,446

LONG-TERM LIABILITIES:
   Accrued liability                          $   10,219        $   10,668
   Asset retirement obligation
      (Note 1)                                   102,689            77,986
                                              ----------        ----------
        Total long-term liabilities           $  112,908        $   88,654

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  107,699)      ($  132,096)
   Limited Partners, issued and
      outstanding, 228,821 units               2,503,920         2,384,331
                                              ----------        ----------
        Total Partners' capital               $2,396,221        $2,252,235
                                              ----------        ----------
                                              $2,638,853        $2,589,335
                                              ==========        ==========



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



                                      -18-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $714,535          $718,092
   Interest income                               2,956             1,008
   Gain on sale of oil and gas
      properties                                     -             8,253
                                              --------          --------
                                              $717,491          $727,353

COSTS AND EXPENSES:
   Lease operating                            $109,790          $109,137
   Production tax                               49,583            41,052
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                34,947            41,246
   General and administrative
      (Note 2)                                  64,672            78,870
                                              --------          --------
                                              $258,992          $270,305
                                              --------          --------

NET INCOME                                    $458,499          $457,048
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 48,699          $ 48,571
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $409,800          $408,477
                                              ========          ========
NET INCOME per unit                           $   1.79          $   1.79
                                              ========          ========
UNITS OUTSTANDING                              228,821           228,821
                                              ========          ========





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



                                      -19-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,543,303       $1,419,422
   Interest income                                 5,491            1,563
   Other income                                    5,177                -
   Gain on sale of oil and gas
      properties                                       -            8,253
                                              ----------       ----------
                                              $1,553,971       $1,429,238

COSTS AND EXPENSES:
   Lease operating                            $  198,635       $  218,898
   Production tax                                110,560           91,208
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  79,660          188,838
   General and administrative
      (Note 2)                                   149,846          150,175
                                              ----------       ----------
                                              $  538,701       $  649,119
                                              ----------       ----------

NET INCOME                                    $1,015,270       $  780,119
                                              ==========       ==========
GENERAL PARTNER - NET INCOME                  $  107,681       $   94,106
                                              ==========       ==========
LIMITED PARTNERS - NET INCOME                 $  907,589       $  686,013
                                              ==========       ==========
NET INCOME per unit                           $     3.97       $     3.00
                                              ==========       ==========
UNITS OUTSTANDING                                228,821          228,821
                                              ==========       ==========



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



                                      -20-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

                                                 2005             2004
                                              -----------      ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $1,015,270       $780,119
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 79,660        188,838
      Gain on sale of oil and gas
        properties                                      -      (   8,253)
      Increase in accounts receivable -
        oil and gas sales                     (   119,875)     ( 113,063)
      (Increase) decrease in deferred
        charge                                (     3,668)           476
      Decrease in accounts payable            (    92,756)     (   8,211)
      Increase (decrease) in accrued
        liability                             (       449)         1,710
                                               ----------       --------
Net cash provided by operating
   activities                                  $  878,182       $841,616
                                               ----------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($   18,326)     ($ 10,169)
   Proceeds from the sale of oil and
      gas properties                                    -          7,409
                                               ----------       --------
Net cash used by investing
   activities                                 ($   18,326)     ($  2,760)
                                               ----------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($  871,284)     ($825,753)
                                               ----------       --------
Net cash used by financing
   activities                                 ($  871,284)     ($825,753)
                                               ----------       --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           ($   11,428)      $ 13,103

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            680,844        638,668
                                               ----------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $  669,416       $651,771
                                               ==========       ========

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



                                      -21-
<PAGE>



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

                                     ASSETS

                                               June 30,        December 31,
                                                 2005              2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  733,107       $  657,406
   Accounts receivable:
      Oil and gas sales                           642,568          457,333
                                               ----------       ----------
        Total current assets                   $1,375,675       $1,114,739

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,141,933        1,187,019

DEFERRED CHARGE                                    32,203           35,102
                                               ----------       ----------
                                               $2,549,811       $2,336,860
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   63,165       $  235,395
   Gas imbalance payable                            2,235            3,392
   Asset retirement obligation -
      current (Note 1)                              1,991            6,987
                                               ----------       ----------
        Total current liabilities              $   67,391       $  245,774

LONG-TERM LIABILITIES:
   Accrued liability                           $   20,748       $   20,227
   Asset retirement obligation
      (Note 1)                                    103,275           95,331
                                               ----------       ----------
        Total long-term liabilities            $  124,023       $  115,558

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   61,230)     ($   98,202)
   Limited Partners, issued and
      outstanding, 171,400 Units                2,419,627        2,073,730
                                               ----------       ----------
        Total Partners' capital                $2,358,397       $1,975,528
                                               ----------       ----------
                                               $2,549,811       $2,336,860
                                               ==========       ==========



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



                                      -22-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                            $888,094          $686,089
   Interest income                                 3,001               990
   Gain on sale of oil and gas
      properties                                       -            20,173
                                                --------          --------
                                                $891,095          $707,252

COSTS AND EXPENSES:
   Lease operating                              $104,650          $ 58,952
   Production tax                                 51,165            44,700
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  29,482            22,066
   General and administrative
      (Note 2)                                    48,129            62,830
                                                --------          --------
                                                $233,426          $188,548
                                                --------          --------

NET INCOME                                      $657,669          $518,704
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 68,120          $ 51,937
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $589,549          $466,767
                                                ========          ========
NET INCOME per unit                             $   3.44          $   2.72
                                                ========          ========
UNITS OUTSTANDING                                171,400           171,400
                                                ========          ========



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



                                      -23-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                            $1,817,075      $1,468,999
   Interest income                                   5,386           1,542
   Gain on sale of oil and gas
      properties                                         -          21,310
                                                ----------      ----------
                                                $1,822,461      $1,491,851

COSTS AND EXPENSES:
   Lease operating                              $  145,584      $  146,170
   Production tax                                  114,919          95,735
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                    59,303          54,548
   General and administrative
      (Note 2)                                     117,438         117,130
                                                ----------      ----------
                                                $  437,244      $  413,583
                                                ----------      ----------

NET INCOME                                      $1,385,217      $1,078,268
                                                ==========      ==========
GENERAL PARTNER - NET INCOME                    $  143,320      $  110,762
                                                ==========      ==========
LIMITED PARTNERS - NET INCOME                   $1,241,897      $  967,506
                                                ==========      ==========
NET INCOME per unit                             $     7.25      $     5.64
                                                ==========      ==========
UNITS OUTSTANDING                                  171,400         171,400
                                                ==========      ==========



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



                                      -24-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)
                                                   2005            2004
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $1,385,217      $1,078,268
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  59,303          54,548
      Gain on sale of oil and gas
        properties                                       -     (    21,310)
      Increase in accounts receivable -
        oil and gas sales                      (   185,235)    (    99,005)
      (Increase) decrease in deferred
        charge                                       2,899     (       654)
      Decrease in accounts payable             (   160,888)    (    13,560)
      Decrease in gas imbalance payable        (     1,157)    (       165)
      Increase (decrease) in accrued
        liability                                      521     (        61)
                                                ----------      ----------
Net cash provided by operating
   activities                                   $1,100,660      $  998,061
                                                ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   22,611)    ($   19,516)
   Proceeds from sale of oil and
      gas properties                                     -          21,670
                                                ----------      ----------
Net cash provided (used) by investing
   activities                                  ($   22,611)     $    2,154
                                                ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($1,002,348)    ($1,007,400)
                                                ----------      ----------
Net cash used by financing
   activities                                  ($1,002,348)    ($1,007,400)
                                                ----------      ----------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $   75,701     ($    7,185)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             657,406         604,369
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $  733,107      $  597,184
                                                ==========      ==========

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



                                      -25-
<PAGE>



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

                                     ASSETS

                                               June 30,        December 31,
                                                 2005              2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $1,571,885       $1,401,928
   Accounts receivable:
      Oil and gas sales                         1,237,037       972,620
                                               ----------       ----------
        Total current assets                   $2,808,922       $2,374,548

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                2,454,089        2,554,683

DEFERRED CHARGE                                    68,976           75,307
                                               ----------       ----------
                                               $5,331,987       $5,004,538
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  134,535       $  498,893
   Gas imbalance payable                            9,519           11,846
   Asset retirement obligation -
      current (Note 1)                              4,260           15,421
                                               ----------       ----------
        Total current liabilities              $  148,314       $  526,160

LONG-TERM LIABILITIES:
   Accrued liability                           $   42,178       $   35,560
   Asset retirement obligation
      (Note 1)                                    220,605          203,216
                                               ----------       ----------
        Total long-term liabilities            $  262,783       $  238,776

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   36,838)     ($  101,669)
   Limited Partners, issued and
      outstanding, 372,189 Units                4,957,728        4,341,271
                                               ----------       ----------
        Total Partners' capital                $4,920,890       $4,239,602
                                               ----------       ----------
                                               $5,331,987       $5,004,538
                                               ==========       ==========



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



                                      -26-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $1,745,014        $1,462,219
   Interest income                                 6,509             2,134
   Gain on sale of oil and gas
      properties                                       -            42,186
                                              ----------        ----------
                                              $1,751,523        $1,506,539

COSTS AND EXPENSES:
   Lease operating                            $  227,630        $  128,669
   Production tax                                 99,852            96,087
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  64,213            47,017
   General and administrative
      (Note 2)                                   102,990           118,736
                                              ----------        ----------
                                              $  494,685        $  390,509
                                              ----------        ----------

NET INCOME                                    $1,256,838        $1,116,030
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  130,812        $  111,816
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,126,026        $1,004,214
                                              ==========        ==========
NET INCOME per unit                           $     3.03        $     2.70
                                              ==========        ==========
UNITS OUTSTANDING                                372,189           372,189
                                              ==========        ==========



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



                                      -27-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $3,733,841        $3,124,416
   Interest income                                11,665             3,315
   Gain on sale of oil and gas
      properties                                       -            44,635
                                              ----------        ----------
                                              $3,745,506        $3,172,366

COSTS AND EXPENSES:
   Lease operating                            $  329,632        $  315,161
   Production tax                                235,510           204,892
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 130,340           117,350
   General and administrative
      (Note 2)                                   227,778           229,697
                                              ----------        ----------
                                              $  923,260        $  867,100
                                              ----------        ----------

NET INCOME                                    $2,822,246        $2,305,266
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  292,789        $  236,951
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $2,529,457        $2,068,315
                                              ==========        ==========
NET INCOME per unit                           $     6.80        $     5.56
                                              ==========        ==========
UNITS OUTSTANDING                                372,189           372,189
                                              ==========        ==========


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



                                      -28-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

                                                   2005             2004
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $2,822,246      $2,305,266
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 130,340         117,350
      Gain on sale of oil and gas
        properties                                             (    44,635)
      Increase in accounts receivable -
        oil and gas sales                      (   264,417)    (   213,657)
      (Increase) decrease in deferred
        charge                                       6,331     (     1,233)
      Decrease in accounts payable             (   339,611)    (    27,171)
      Increase (decrease) in gas
        imbalance payable                      (     2,327)          3,412
      Increase in accrued liability                  6,618             379
                                                ----------      ----------
Net cash provided by operating
   activities                                   $2,359,180      $2,139,711
                                                ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   48,265)    ($   43,427)
   Proceeds from sale of oil and
      gas properties                                     -          45,353
                                                ----------      ----------
Net cash provided (used) by investing
   activities                                  ($   48,265)     $    1,926
                                                ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($2,140,958)    ($2,140,482)
                                                ----------      ----------
Net cash used by financing
   activities                                  ($2,140,958)    ($2,140,482)
                                                ----------      ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $  169,957      $    1,155

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           1,401,928       1,284,869
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $1,571,885      $1,286,024
                                                ==========      ==========

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



                                      -29-
<PAGE>



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

                                     ASSETS

                                               June 30,        December 31,
                                                 2005              2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  367,439       $  329,148
   Accounts receivable:
      Oil and gas sales                           292,560          232,187
                                               ----------       ----------
        Total current assets                   $  659,999       $  561,335

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  581,679          605,801

DEFERRED CHARGE                                    17,017           19,734
                                               ----------       ----------
                                               $1,258,695       $1,186,870
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   32,190       $  118,306
   Asset retirement obligation -
      current (Note 1)                              1,030            3,884
                                               ----------       ----------
        Total current liabilities              $   33,220       $  122,190

LONG-TERM LIABILITIES:
   Accrued liability                           $   11,884       $   11,907
   Asset retirement obligation
      (Note 1)                                     54,068           49,677
                                               ----------       ----------
        Total long-term liabilities            $   65,952       $   61,584

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   39,131)     ($   54,377)
   Limited Partners, issued and
      outstanding, 91,711 Units                 1,198,654        1,057,473
                                               ----------       ----------
        Total Partners' capital                $1,159,523       $1,003,096
                                               ----------       ----------
                                               $1,258,695       $1,186,870
                                               ==========       ==========




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



                                      -30-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                        COMBINED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                            $411,152          $351,848
   Interest income                                 1,441               474
   Gain on sale of oil and gas
      properties                                       -             9,758
                                                --------          --------
                                                $412,593          $362,080

COSTS AND EXPENSES:
   Lease operating                              $ 53,388          $ 31,944
   Production tax                                 23,882            23,371
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  15,237            11,131
   General and administrative
      (Note 2)                                    26,353            40,636
                                                --------          --------
                                                $118,860          $107,082
                                                --------          --------

NET INCOME                                      $293,733          $254,998
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 30,600          $ 25,574
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $263,133          $229,424
                                                ========          ========
NET INCOME per unit                             $   2.87          $   2.50
                                                ========          ========
UNITS OUTSTANDING                                 91,711            91,711
                                                ========          ========



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



                                      -31-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                        COMBINED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                            $884,923          $748,081
   Interest income                                 2,602               786
   Gain on sale of oil and gas
      properties                                       -            10,370
                                                --------          --------
                                                $887,525          $759,237

COSTS AND EXPENSES:
   Lease operating                              $ 77,591          $ 76,863
   Production tax                                 56,643            49,502
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  31,078            28,108
   General and administrative
      (Note 2)                                    73,638            72,443
                                                --------          --------
                                                $238,950          $226,916
                                                --------          --------

NET INCOME                                      $648,575          $532,321
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 67,394          $ 54,803
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $581,181          $477,518
                                                ========          ========
NET INCOME per unit                             $   6.34          $   5.21
                                                ========          ========
UNITS OUTSTANDING                                 91,711            91,711
                                                ========          ========



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



                                      -32-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                        COMBINED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)
                                                  2005             2004
                                               ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $648,575         $532,321
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                31,078           28,108
      Gain on sale of oil and gas
        properties                                     -        (  10,370)
      Increase in accounts receivable -
        oil and gas sales                      (  60,373)       (  51,491)
      Decrease in deferred charge                  2,717              350
      Decrease in accounts payable             (  79,947)       (   5,926)
      Decrease in accrued liability            (      23)       (     426)
                                                --------         --------
Net cash provided by operating
   activities                                   $542,027         $492,566
                                                --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 11,588)       ($ 11,168)
   Proceeds from sale of oil and
      gas properties                                   -           10,520
                                                --------         --------
Net cash used by investing
   activities                                  ($ 11,588)       ($    648)
                                                --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($492,148)       ($500,985)
                                                --------         --------
Net cash used by financing
   activities                                  ($492,148)       ($500,985)
                                                --------         --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $ 38,291        ($  9,067)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           329,148          305,096
                                                --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $367,439         $296,029
                                                ========         ========



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



                                      -33-
<PAGE>




              GEODYNE ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
                    CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (Unaudited)


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

      The combined  balance sheets as of June 30, 2005,  combined  statements of
      operations  for the three and six months ended June 30, 2005 and 2004, and
      combined  statements  of cash flows for the six months ended June 30, 2005
      and 2004 have been  prepared  by  Geodyne  Resources,  Inc.,  the  General
      Partner  of  the  limited   partnerships,   without  audit.  Each  limited
      partnership  is a  general  partner  in  the  related  Geodyne  Production
      Partnership  in which  Geodyne  Resources,  Inc.  serves  as the  managing
      partner.  Unless the context  indicates  otherwise,  all  references  to a
      "Partnership"  or  the   "Partnerships"  are  references  to  the  limited
      partnership and its related production partnership,  collectively, and all
      references to the "General  Partner" are references to the general partner
      of the limited  partnerships  and the managing  partner of the  production
      partnerships,  collectively.  In the opinion of  management  the financial
      statements referred to above include all necessary adjustments, consisting
      of normal recurring adjustments,  to present fairly the combined financial
      position at June 30, 2005,  the  combined  results of  operations  for the
      three and six months ended June 30, 2005 and 2004,  and the combined  cash
      flows for the six months ended June 30, 2005 and 2004.

      Information  and  footnote  disclosures  normally  included  in  financial
      statements  prepared in  accordance  with  generally  accepted  accounting
      principles  have been  condensed  or  omitted.  The  accompanying  interim
      financial  statements should be read in conjunction with the Partnerships'
      Annual Report on Form 10-K filed for the year ended December 31, 2004. The
      results  of  operations  for  the  period  ended  June  30,  2005  are not
      necessarily indicative of the results to be expected for the full year.

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




                                      -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.

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

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

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

      The  Accrued  Liability  -  Other  at  December  31,  2004  for  the  II-A
      Partnership  represents  a charge  accrued  for the  payment of a judgment
      related to plugging liabilities. The decrease in Accrued Liability - Other
      from  December  31,  2004 to June 30, 2005 was due to a ruling made by the
      Texas Supreme Court on April 8, 2005 that the Partnership did not owe this
      liability.

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

      The Partnerships' wells must be properly plugged and abandoned after their
      oil and gas reserves are exhausted.  The Partnerships  follow FAS No. 143,
      "Accounting for Asset Retirement Obligations" in accounting for the future
      expenditures that will be necessary to plug and abandon



                                      -35-
<PAGE>



      these wells.  FAS No. 143 requires the estimated  plugging and abandonment
      obligations  to be  recognized  in the period in which  they are  incurred
      (i.e.  when the well is  drilled or  acquired)  if a  reasonable  estimate
      of  fair  value can  be made and to be capitalized as part of the carrying
      amount of the well.

      The asset  retirement  obligation will be adjusted upwards each quarter in
      order to recognize accretion of the time-related  discount factor. For the
      six months ended June 30, 2005, the II-A,  II-B,  II-C,  II-D, II-E, II-F,
      II-G, and II-H  Partnerships  recognized  approximately  $16,000,  $5,000,
      $2,000,  $6,000, $3,000,  $3,000, $6,000 and $2,000,  respectively,  of an
      increase in depreciation,  depletion,  and amortization expense, which was
      comprised of accretion of the asset retirement obligation and depletion of
      the increase in capitalized cost of oil and gas properties.

      The components of the change in asset retirement obligations for the three
      and six months ended June 30, 2005 and 2004 are as shown below.

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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $396,154          $280,306
      Additions and revisions                         76                 -
      Accretion expense                            4,029             2,406
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $400,259          $282,712
                                                ========          ========


                                              Six Months         Six Months
                                                Ended              Ended
                                               6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $393,670          $277,914
      Additions and revisions                        356                 -
      Settlements and disposals                (   1,820)                -
      Accretion expense                            8,053             4,798
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Period              $400,259          $282,712
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  8,629          $ 14,928
      Asset Retirement Obligation -
         Long-Term                               391,630           267,784



                                      -36-
<PAGE>



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

                                             Three Months      Three Months
                                                Ended             Ended
                                              6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $211,334          $203,873
      Accretion expense                            2,117          1,739
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $213,451          $205,612
                                                ========          ========


                                               Six Months        Six Months
                                                 Ended             Ended
                                               6/30/2005         6/30/2004
                                              ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $210,198          $202,141
      Settlements and disposals                (     987)                -
      Accretion expense                            4,240             3,471
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Period              $213,451          $205,612
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  6,003          $ 16,356
      Asset Retirement Obligation -
         Long-Term                               207,448           189,256


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

                                             Three Months      Three Months
                                                Ended             Ended
                                              6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                     $73,718           $71,887
      Additions and revisions                        168                 -
      Accretion expense                              811               719
                                                 -------           -------
      Total Asset Retirement,
         Obligation, End of Quarter              $74,697           $72,606
                                                 =======           =======








                                      -37-
<PAGE>



                                              Six Months         Six Months
                                                 Ended             Ended
                                               6/30/2005          6/30/2004
                                              ------------      ------------

      Total Asset Retirement
         Obligation, January 1                   $73,574           $71,173
      Additions and revisions                        168                 -
      Settlements and disposals                 (    673)                -
      Accretion expense                            1,628             1,433
                                                 -------           -------
      Total Asset Retirement,
         Obligation, End of Period               $74,697           $72,606
                                                 =======           =======
      Asset Retirement Obligation -
         Current                                 $ 6,010           $10,399
      Asset Retirement Obligation -
         Long-Term                                68,687            62,207


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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               6/30/2005         6/30/2004
                                             -------------     -------------

      Total Asset Retirement
         Obligation, April 1                    $189,131          $187,879
      Additions and revisions                      1,762                 -
      Accretion expense                            2,073             1,887
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $192,966          $189,766
                                                ========          ========


                                             Six Months         Six Months
                                                Ended              Ended
                                              6/30/2005          6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $187,060          $185,990
      Additions and revisions                      1,762                 -
      Accretion expense                            4,144             3,776
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Period              $192,966          $189,766
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 22,628          $ 25,149
      Asset Retirement Obligation -
         Long-Term                               170,338           164,617





                                      -38-
<PAGE>



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

                                             Three Months       Three Months
                                                 Ended             Ended
                                               6/30/2005         6/30/2004
                                             ------------      -------------

      Total Asset Retirement
         Obligation, April 1                    $103,684          $ 99,335
      Additions and revisions                        119                 -
      Accretion expense                            1,142             1,022
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $104,945          $100,357
                                                ========          ========


                                              Six Months        Six Months
                                                 Ended             Ended
                                               6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $102,444          $ 98,320
      Additions and revisions                        241                 -
      Accretion expense                            2,260             2,037
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Period              $104,945          $100,357
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  2,256          $  5,103
      Asset Retirement Obligation -
         Long-Term                               102,689            95,254





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

                                             Three Months      Three Months
                                                Ended              Ended
                                              6/30/2005          6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $103,792          $ 99,229
      Additions and revisions                        291                 -
      Accretion expense                            1,183             1,049
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $105,266          $100,278
                                                ========          ========




                                      -39-
<PAGE>



                                              Six Months        Six Months
                                                Ended              Ended
                                              6/30/2005          6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $102,318          $ 98,166
      Additions and revisions                        585                 -
      Accretion expense                            2,363             2,112
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Period              $105,266          $100,278
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  1,991          $  5,072
      Asset Retirement Obligation -
         Long-Term                               103,275            95,206


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

                                             Three Months      Three Months
                                                Ended             Ended
                                              6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $221,752          $212,008
      Additions and revisions                        609                 -
      Accretion expense                            2,504             2,237
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Quarter             $224,865          $214,245
                                                ========          ========


                                              Six Months        Six Months
                                                Ended             Ended
                                              6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $218,637          $209,768
      Additions and revisions                      1,226                 -
      Accretion expense                            5,002             4,477
                                                --------          --------
      Total Asset Retirement,
         Obligation, End of Period              $224,865          $214,245
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  4,260          $ 11,137
      Asset Retirement Obligation -
         Long-Term                               220,605           203,108




                                      -40-
<PAGE>




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

                                             Three Months      Three Months
                                                Ended              Ended
                                              6/30/2005          6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $ 54,325           $51,929
      Additions and revisions                        141                 -
      Accretion expense                              632               582
                                                --------           -------
      Total Asset Retirement,
         Obligation, End of Quarter             $ 55,098           $52,511
                                                ========           =======


                                              Six Months        Six Months
                                                Ended              Ended
                                              6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $ 53,561           $51,379
      Additions and revisions                        284                 -
      Accretion expense                            1,253             1,132
                                                --------           -------
      Total Asset Retirement,
         Obligation, End of Period              $ 55,098           $52,511
                                                ========           =======
      Asset Retirement Obligation -
         Current                                $  1,030           $ 2,777
      Asset Retirement Obligation -
         Long-Term                                54,068            49,734



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

      The Partnerships'  Partnership Agreements provide for reimbursement to the
      General Partner for all direct general and administrative expenses and for
      the general and  administrative  overhead  applicable to the  Partnerships
      based on an allocation of actual costs  incurred.  During the three months
      ended June 30,  2005,  the  following  payments  were made to the  General
      Partner or its affiliates by the Partnerships:




                                      -41-
<PAGE>




                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        ------------------        --------------
               II-A                   $7,032                $127,443
               II-B                    5,794                  95,190
               II-C                    3,709                  40,689
               II-D                    5,304                  82,863
               II-E                    4,456                  60,216
               II-F                    3,024                  45,105
               II-G                    5,046                  97,944
               II-H                    2,218                  24,135

      During the six months ended June 30, 2005,  the  following  payments  were
      made to the General Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        ------------------        --------------
               II-A                  $35,349                $254,886
               II-B                   32,495                 190,380
               II-C                   27,692                  81,378
               II-D                   31,394                 165,726
               II-E                   29,414                 120,432
               II-F                   27,228                  90,210
               II-G                   31,890                 195,888
               II-H                   25,368                  48,270

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




                                      -42-
<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.




                                      -43-
<PAGE>



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

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

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

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

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

      Net proceeds from the  operations  less  necessary  operating  capital are
      distributed to the Limited Partners on a quarterly basis. Revenues and net
      proceeds of a Partnership  are largely  dependent  upon the volumes of oil
      and gas sold and the  prices  received  for  such oil and gas.  While  the
      General  Partner cannot predict  future  pricing  trends,  it believes the
      working  capital  available  as of June  30,  2005  and  the  net  revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

      Occasional  expenditures for new wells or well  recompletions or workovers
      may,  however,  reduce  or  eliminate  cash  available  for  a  particular
      quarterly distribution. During the six months ended June 30, 2005, capital
      expenditures  for the  II-B and II-C  Partnerships  totaled  approximately
      $87,000 and $49,000,  respectively.  These expenditures were primarily due
      to the  recompletion  of the  Berniece 1 well  located in Grayson  County,
      Texas.  The  II-B  and  II-C   Partnerships   own  working   interests  of
      approximately 35.2% and 15.1%,  respectively,  in this well. Other capital
      expenditures incurred by the Partnerships during the six months ended June
      30, 2005 and 2004 were not material to the Partnerships' cash flows.



                                      -44-
<PAGE>




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


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

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

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

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
      their  proved oil and gas  properties  for each oil and gas field  (rather
      than separately for each well).  If the  unamortized  costs of oil and gas
      properties  within a field exceeds the expected  undiscounted  future cash
      flows from such properties,  the cost of the properties is written down to
      fair value, which is determined by using the



                                      -45-
<PAGE>



      estimated discounted future cash flows from the properties.  The risk that
      the Partnerships will be required to record  impairment  provisions in the
      future increases as oil and gas prices decrease.

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

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


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

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




                                      -46-
<PAGE>



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

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


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

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

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



                                      -47-
<PAGE>




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

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

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

      Proved reserves, March 31, 2005            662,290        6,224,346
         Production                             ( 13,187)      (  161,605)
         Extensions and discoveries                  800           18,941
         Revisions of previous
            estimates                           (    290)         173,417
                                                 -------        ---------

      Proved reserves, June 30, 2005             649,613        6,255,099
                                                 =======        =========



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

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

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

      Proved reserves, March 31, 2005            475,821        4,753,251
         Production                             (  9,816)      (  116,193)
         Extensions and discoveries                   12            9,749
         Revisions of previous
            estimates                           ( 19,347)          33,530
                                                 -------        ---------

      Proved reserves, June 30, 2005             446,670        4,680,337
                                                 =======        =========



                                      -48-
<PAGE>



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

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

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

      Proved reserves, March 31, 2005            168,223        3,424,344
         Production                             (  3,361)      (   78,411)
         Extension and discoveries                     7            5,875
         Revisions of previous
            estimates                           (  2,175)          38,848
                                                 -------        ---------

      Proved reserves, June 30, 2005             162,694        3,390,656
                                                 =======        =========


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

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

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

      Proved reserves, March 31, 2005            187,179        9,082,260
         Production                             (  4,408)      (  173,273)
         Extensions and discoveries                    4                -
         Revisions of previous
            estimates                           (    718)          79,699
                                                 -------        ---------

      Proved reserves, June 30, 2005             182,057        8,988,686
                                                 =======        =========




                                      -49-
<PAGE>




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

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

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

      Proved reserves, March 31, 2005            182,457        4,973,312
         Production                             (  3,842)      (   87,304)
         Extensions and discoveries                  510            3,354
         Revisions of previous
            estimates                              2,368           29,614
                                                 -------        ---------

      Proved reserves, June 30, 2005             181,493        4,918,976
                                                 =======        =========


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

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

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

      Proved reserves, March 31, 2005            344,073        3,677,904
         Production                             (  6,372)      (  103,555)
         Extension and discoveries                 1,245            8,451
         Revisions of previous
            estimates                              7,595           99,991
                                                 -------        ---------

      Proved reserves, June 30, 2005             346,541        3,682,791
                                                 =======        =========




                                      -50-
<PAGE>




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

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

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

      Proved reserves, March 31, 2005            721,400        7,888,420
         Production                             ( 13,416)      (  198,301)
         Extension and discoveries                 3,508           18,546
         Revisions of previous
            estimates                             15,062          185,201
                                                 -------        ---------

      Proved reserves, June 30, 2005             726,554        7,893,866
                                                 =======        =========


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

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

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

      Proved reserves, March 31, 2005            168,058        1,912,383
         Production                             (  3,074)      (   47,242)
         Extension and discoveries                   603            4,061
         Revisions of previous
            estimates                              3,652           41,465
                                                 -------        ---------

      Proved reserves, June 30, 2005             169,239        1,910,667
                                                 =======        =========

      The  net  present   value  of  the   Partnerships'   reserves  may  change
      dramatically  as oil and gas prices  change or as  volumes  change for the
      reasons  described above.  Net present value  represents  estimated future
      gross cash flow from the  production and sale of proved  reserves,  net of
      estimated oil



                                      -51-
<PAGE>



      and gas production  costs (including  production  taxes, ad valorem taxes,
      and operating expenses) and estimated future development costs, discounted
      at 10% per annum.

      The  following  table  indicates  the  estimated  net present value of the
      Partnerships'  proved  reserves  as of June 30,  2005,  March 31, 2005 and
      December 31, 2004.  Net present value  attributable  to the  Partnerships'
      proved reserves was calculated on the basis of current costs and prices as
      of the date of  estimation.  Such  prices  were not  escalated  except  in
      certain   circumstances   where   escalations   were  fixed  and   readily
      determinable in accordance with applicable contract provisions.  The table
      also indicates the oil and gas prices in effect on the dates corresponding
      to the  reserve  valuations.  Changes in the oil and gas prices  cause the
      estimates of remaining  economically  recoverable reserves, as well as the
      values  placed  on  said  reserves  to  fluctuate.   The  prices  used  in
      calculating the net present value attributable to the Partnerships' proved
      reserves  do not  necessarily  reflect  market  prices  for  oil  and  gas
      production subsequent to June 30, 2005. There can be no assurance that the
      prices  used in  calculating  the net present  value of the  Partnerships'
      proved  reserves  at June 30,  2005 will  actually  be  realized  for such
      production.

                                   Net Present Value of Reserves
                          --------------------------------------------
      Partnership           6/30/05          3/31/05         12/31/04
      -----------         -----------      -----------     -----------
         II-A             $28,281,033      $28,681,799     $22,577,646
         II-B              22,016,746       21,176,468      16,786,623
         II-C              12,581,248       12,891,812      10,385,490
         II-D              28,119,466       28,456,012      23,002,363
         II-E              15,941,641       16,143,499      13,207,547
         II-F              16,225,385       16,089,345      13,041,206
         II-G              34,442,850       34,175,448      27,697,953
         II-H               8,194,245        8,143,211       6,599,223

                                        Oil and Gas Prices
                          --------------------------------------------
        Pricing             6/30/05           3/31/05        12/31/04
      -----------         -----------      -----------     -----------
      Oil (Bbl)           $     56.63      $     55.31     $     43.36
      Gas (Mcf)                  7.07             7.17            6.02


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

      GENERAL DISCUSSION

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






                                      -52-
<PAGE>




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

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

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

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

      In addition to pricing, the level of net revenues is also highly dependent
      upon the total  volumes of oil and natural gas sold.  Oil and gas reserves
      are depleting  assets and will experience  production  declines over time,
      thereby  likely  resulting in reduced net  revenues.  Despite this general
      trend of declining  production,  several  factors can cause the volumes of
      oil and gas sold to increase or  decrease at an even  greater  rate over a
      given  period.  These  factors  include,  but  are  not  limited  to,  (i)
      geophysical



                                      -53-
<PAGE>



      conditions which cause an acceleration of the decline in production,  (ii)
      the shutting in of wells (or the opening of previously  shut-in wells) due
      to low  oil and gas  prices  (or  high  oil  and gas  prices),  mechanical
      difficulties,  loss of a  market  or  transportation,  or  performance  of
      workovers,  recompletions,  or other  operations in the well,  (iii) prior
      period  volume  adjustments  (either  positive  or  negative)  made by the
      purchasers of the  production,  (iv)  ownership  adjustments in accordance
      with agreements  governing the operation or ownership of the well (such as
      adjustments that occur at payout), and (v) completion of enhanced recovery
      projects which increase production for the well. Many of these factors are
      very  significant  as related to a single well or as related to many wells
      over a short  period of time.  However,  due to the large  number of wells
      owned by the  Partnerships,  these  factors are  generally not material as
      compared to the normal declines in production experienced on all remaining
      wells.

      II-A PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE THREE MONTHS ENDED
      JUNE 30, 2004.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                   2005             2004
                                                ----------       ----------
      Oil and gas sales                         $1,718,212       $1,511,616
      Oil and gas production expenses           $  400,536       $  374,315
      Barrels produced                              13,187           17,229
      Mcf produced                                 161,605          179,580
      Average price/Bbl                         $    52.94       $    35.19
      Average price/Mcf                         $     6.31       $     5.04

      As shown in the table above,  total oil and gas sales  increased  $206,596
      (13.7%) for the three  months ended June 30, 2005 as compared to the three
      months ended June 30, 2004. Of this increase,  approximately  $234,000 and
      $206,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately $142,000 and $91,000, respectively,  related to decreases in
      volumes of oil and gas sold.  Volumes of oil and gas sold decreased  4,042
      barrels and 17,975 Mcf, respectively,  for the three months ended June 30,
      2005 as compared to the three months ended June 30, 2004.

      The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal
      declines in production and (ii) a negative prior period volume  adjustment
      made by the operator on one significant well during the three months ended
      June 30, 2005.  The decrease in volumes of gas sold was  primarily  due to
      (i)  normal  declines  in  production  and  (ii)  the  shutting-in  of one
      significant  well during late 2004 and early 2005 due to a  transportation
      problem  associated  with line pressure.  As of the date of this Quarterly
      Report, the



                                      -54-
<PAGE>



      shut-in well is expected to return to production  during the third quarter
      of 2005.  These  decreases  were  partially  offset by (i) positive  prior
      period volume  adjustments made by the operators on two significant  wells
      during  the  three  months  ended  June 30,  2005 and (ii) the  successful
      completion of two new wells during late 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) increased $26,221 (7.0%) for the three months ended June
      30,  2005 as  compared  to the three  months  ended  June 30,  2004.  This
      increase was  primarily due to (i) workover  expenses  incurred on several
      wells  during the three months ended June 30, 2005 and (ii) an increase in
      production taxes associated with the increase in oil and gas sales.  These
      increases were partially offset by workover  expenses  incurred on several
      other wells during the three  months ended June 30, 2004.  As a percentage
      of oil and gas  sales,  these  expenses  decreased  to 23.3% for the three
      months  ended June 30, 2005 from 24.8% for the three months ended June 30,
      2004.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $27,544  (56.1%)  for the three  months  ended June 30, 2005 as
      compared  to the three  months  ended June 30,  2004.  This  increase  was
      primarily due to an increase in depletable oil and gas  properties  during
      2005  primarily due to the  recompletion  of one  significant  well.  This
      increase was  partially  offset by the decreases in volumes of oil and gas
      sold. As a percentage of oil and gas sales, this expense increased to 4.5%
      for the three  months  ended June 30, 2005 from 3.2% for the three  months
      ended June 30, 2004.  This  percentage  increase was  primarily due to the
      dollar increase in  depreciation,  depletion,  and amortization of oil and
      gas properties.

      General and administrative expenses decreased $15,528 for the three months
      ended June 30, 2005 as compared to the three  months  ended June 30, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 7.8% for
      the three  months ended June 30, 2005 from 9.9% for the three months ended
      June 30,  2004.  This  percentage  decrease was  primarily  due to (i) the
      increase in oil and gas sales and (ii) the dollar  decrease in general and
      administrative expenses.




                                      -55-
<PAGE>



      SIX MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE SIX MONTHS ENDED
      JUNE 30, 2004.

                                                 Six Months Ended June 30,
                                                ---------------------------
                                                   2005             2004
                                                ----------       ----------
      Oil and gas sales                         $3,435,346       $2,840,768
      Oil and gas production expenses           $  738,411       $  730,260
      Barrels produced                              29,003           34,852
      Mcf produced                                 330,307          342,261
      Average price/Bbl                         $    49.42       $    33.18
      Average price/Mcf                         $     6.06       $     4.92

      As shown in the table above,  total oil and gas sales  increased  $594,578
      (20.9%)  for the six months  ended June 30,  2005 as  compared  to the six
      months ended June 30, 2004. Of this increase,  approximately  $472,000 and
      $376,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately $194,000 and $59,000, respectively,  related to decreases in
      volumes of oil and gas sold.  Volumes of oil and gas sold decreased  5,849
      barrels and 11,954 Mcf,  respectively,  for the six months  ended June 30,
      2005 as compared to the six months  ended June 30,  2004.  The decrease in
      volumes of oil sold was primarily due to (i) normal declines in production
      and (ii) a negative prior period volume adjustment made by the operator on
      one significant well during the six months ended June 30, 2005.

      The  decrease  in  volumes  of gas sold was  primarily  due to (i)  normal
      declines in production and (ii) the  shutting-in of one  significant  well
      during late 2004 and early 2005 due to a transportation problem associated
      with line pressure.  As of the date of this Quarterly Report,  the shut-in
      well is expected to return to production during the third quarter of 2005.
      These decreases were partially  offset by (i) positive prior period volume
      adjustments made by the operators on two significant  wells during the six
      months ended June 30, 2005, (ii) the successful  completion of several new
      wells during late 2004, and (iii) negative prior period volume adjustments
      on two other significant wells during the six months ended June 30, 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $8,151 (1.1%) for the six months ended June
      30, 2005 as compared to the six months ended June 30, 2004.  This increase
      was  primarily  due to (i)  workover  expenses  incurred on several  wells
      during  the six  months  ended  June  30,  2005 and  (ii) an  increase  in
      production taxes associated with the increase in oil and gas sales.  These
      increases  were partially  offset by (i) a reversal  during the six months
      ended  June 30,  2005 of  approximately  $27,000  of a  charge  previously
      accrued  for a judgment  and (ii)  workover  expenses  incurred on several
      other wells during the six months ended June 30, 2004.  As a percentage of
      oil and gas sales, these expenses decreased to



                                      -56-
<PAGE>



      21.5% for the six months ended June 30, 2005 from 25.7% for the six months
      ended June 30, 2004.  This  percentage  decrease was  primarily due to the
      increase in oil and gas sales.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $30,978  (32.1%)  for the six  months  ended  June 30,  2005 as
      compared  to the six  months  ended  June  30,  2004.  This  increase  was
      primarily due to an increase in depletable oil and gas  properties  during
      2005  primarily due to the  recompletion  of one  significant  well.  This
      increase was  partially  offset by the decreases in volumes of oil and gas
      sold. As a percentage of oil and gas sales, this expense increased to 3.7%
      for the six months  ended June 30, 2005 from 3.4% for the six months ended
      June 30, 2004.

      General and administrative  expenses remained  relatively constant for the
      six months ended June 30, 2005 and 2004.  As a  percentage  of oil and gas
      sales,  these expenses decreased to 8.4% for the six months ended June 30,
      2005 from 10.3% for the six months  ended June 30, 2004.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2005  totaling   $62,948,357  or  129.98%  of  Limited  Partners'  capital
      contributions.

      II-B PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE THREE MONTHS ENDED
      JUNE 30, 2004.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                   2005             2004
                                                ----------       ----------
      Oil and gas sales                         $1,188,827       $1,110,599
      Oil and gas production expenses           $  304,911       $  277,179
      Barrels produced                               9,816           10,439
      Mcf produced                                 116,193          154,801
      Average price/Bbl                         $    51.18       $    36.27
      Average price/Mcf                         $     5.91       $     4.73

      As shown in the table  above,  total oil and gas sales  increased  $78,228
      (7.0%) for the three  months  ended June 30, 2005 as compared to the three
      months ended June 30, 2004. Of this increase,  approximately  $146,000 and
      $137,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately $23,000 and $182,000, respectively,  related to decreases in
      volumes  of oil and gas sold.  Volumes of oil and gas sold  decreased  623
      barrels and 38,608 Mcf, respectively,  for the three months ended June 30,
      2005 as compared to the three months ended June 30, 2004.  The decrease in
      volumes of oil sold was  primarily due to normal  declines in  production.
      The decrease in volumes



                                      -57-
<PAGE>



      of gas sold was primarily due to (i) normal  declines in production,  (ii)
      the  shutting-in of one  significant  well during late 2004 and early 2005
      due to a transportation  problem associated with line pressure,  and (iii)
      positive  prior  period  volume  adjustments  made by the  operator on two
      significant  wells during the three months ended June 30, 2004.  As of the
      date of this Quarterly  Report,  the shut-in well is expected to return to
      production during the third quarter of 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $27,732  (10.0%) for the three months ended
      June 30, 2005 as compared to the three months  ended June 30,  2004.  This
      increase  was  primarily  due to (i)  workover  expenses  incurred  on two
      significant  wells during the three months ended June 30, 2005 and (ii) an
      increase in production  taxes  associated  with an increase in oil and gas
      sales.  These  increases  were partially  offset by (i) workover  expenses
      incurred on two other significant wells during the three months ended June
      30,  2004 and (ii) a  decrease  in salt  water  disposal  expenses  on one
      significant  well during the three  months ended June 30, 2005 as compared
      to the three months ended June 30,  2004.  As a percentage  of oil and gas
      sales,  these expenses  increased to 25.6% for the three months ended June
      30, 2005 from 25.0% for the three months ended June 30, 2004.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $45,107  (116.3%)  for the three  months ended June 30, 2005 as
      compared  to the three  months  ended June 30,  2004.  This  increase  was
      primarily due to an increase in depletable oil and gas  properties  during
      2005 primarily due to the  recompletion  of one  significant  well,  which
      increase was  partially  offset by the decreases in volumes of oil and gas
      sold. As a percentage of oil and gas sales, this expense increased to 7.1%
      for the three  months  ended June 30, 2005 from 3.5% for the three  months
      ended June 30, 2004.  This  percentage  increase was  primarily due to the
      dollar increase in  depreciation,  depletion,  and amortization of oil and
      gas properties.

      General and administrative expenses decreased $14,889 for the three months
      ended June 30, 2005 as compared to the three  months  ended June 30, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 8.5% for
      the three months ended June 30, 2005 from 10.4% for the three months ended
      June 30,  2004.  This  percentage  decrease was  primarily  due to (i) the
      dollar  decrease  in  general  and  administrative  expenses  and (ii) the
      increase in oil and gas sales.




                                      -58-
<PAGE>




      SIX MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE SIX MONTHS ENDED
      JUNE 30, 2004.

                                                 Six Months Ended June 30,
                                                ---------------------------
                                                   2005             2004
                                                ----------       ----------
      Oil and gas sales                         $2,489,809       $2,078,080
      Oil and gas production expenses           $  560,472       $  542,079
      Barrels produced                              21,459           22,274
      Mcf produced                                 245,843          279,372
      Average price/Bbl                         $    48.65       $    34.27
      Average price/Mcf                         $     5.88       $     4.71

      As shown in the table above,  total oil and gas sales  increased  $411,729
      (19.8%)  for the six months  ended June 30,  2005 as  compared  to the six
      months ended June 30, 2004. Of this increase,  approximately  $309,000 and
      $289,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These increases were partially  offset by a decrease of
      approximately  $158,000  related  to a  decrease  in  volumes of gas sold.
      Volumes  of oil and  gas  sold  decreased  815  barrels  and  33,529  Mcf,
      respectively,  for the six months  ended June 30,  2005 as compared to the
      six months  ended June 30,  2004.  The decrease in volumes of gas sold was
      primarily due to (i) normal  declines in production,  (ii) the shutting-in
      of  one  significant  well  during  late  2004  and  early  2005  due to a
      transportation  problem associated with line pressure,  and (iii) positive
      prior period  volume  adjustments  made by the  operators on several wells
      during  the  six  months  ended  June  30,  2004.  As of the  date of this
      Quarterly  Report,  the shut-in  well is expected to return to  production
      during the third quarter of 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased  $18,393 (3.4%) for the six months ended June
      30, 2005 as compared to the six months ended June 30, 2004.  This increase
      was  primarily  due to (i)  workover  expenses  incurred on several  wells
      during  the six  months  ended  June  30,  2005 and  (ii) an  increase  in
      production taxes associated with the increase in oil and gas sales.  These
      increases  were  partially  offset by (i)  workover  expenses  incurred on
      several  other wells  during the six months ended June 30, 2004 and (ii) a
      decrease in salt water disposal  expenses incurred on one significant well
      during the six months  ended June 30,  2005 as  compared to the six months
      ended June 30, 2004. As a percentage of oil and gas sales,  these expenses
      decreased  to 22.5% for the six months  ended June 30, 2005 from 26.1% for
      the six months ended June 30, 2004. This percentage decrease was primarily
      due to the increase in oil and gas sales.




                                      -59-
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $49,836  (69.0%)  for the six  months  ended  June 30,  2005 as
      compared  to the six  months  ended  June  30,  2004.  This  increase  was
      primarily due to an increase in depletable oil and gas  properties  during
      2005 primarily due to the  recompletion  of one  significant  well,  which
      increase was  partially  offset by the decreases in volumes of oil and gas
      sold. As a percentage of oil and gas sales, this expense increased to 4.9%
      for the six months  ended June 30, 2005 from 3.5% for the six months ended
      June 30, 2004.  This  percentage  increase was primarily due to the dollar
      increase  in  depreciation,  depletion,  and  amortization  of oil and gas
      properties.

      General and administrative  expenses remained  relatively constant for the
      six months ended June 30, 2005 and 2004.  As a  percentage  of oil and gas
      sales,  these expenses decreased to 9.0% for the six months ended June 30,
      2005 from 10.8% for the six months  ended June 30, 2004.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2005  totaling   $45,317,916  or  125.28%  of  Limited  Partners'  capital
      contributions.

      II-C PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE THREE MONTHS ENDED
      JUNE 30, 2004.

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                    2005             2004
                                                  --------         --------
      Oil and gas sales                           $639,691         $536,417
      Oil and gas production expenses             $106,196         $125,782
      Barrels produced                               3,361            3,694
      Mcf produced                                  78,411           86,749
      Average price/Bbl                           $  51.76         $  36.38
      Average price/Mcf                           $   5.94         $   4.63

      As shown in the table above,  total oil and gas sales  increased  $103,274
      (19.3%) for the three  months ended June 30, 2005 as compared to the three
      months ended June 30, 2004. Of this  increase,  approximately  $52,000 and
      $102,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately $12,000 and $39,000,  respectively,  related to decreases in
      volumes  of oil and gas sold.  Volumes of oil and gas sold  decreased  333
      barrels and 8,338 Mcf,  respectively,  for the three months ended June 30,
      2005 as compared to the three months ended June 30, 2004.  The decrease in
      volumes of oil sold was  primarily due to normal  declines in  production.
      The  decrease  in  volumes  of gas sold was  primarily  due to (i)  normal
      declines in



                                      -60-
<PAGE>



      production,  (ii) the shutting-in of one significant well during late 2004
      and  early  2005 due to a  transportation  problem  associated  with  line
      pressure,  and (iii) positive prior period volume  adjustments made by the
      operator on two  significant  wells during the three months ended June 30,
      2004.  As of the  date of  this  Quarterly  Report,  the  shut-in  well is
      expected to return to production  during the third quarter of 2005.  These
      decreases  were  partially  offset by the first receipt of revenues on one
      significant well during late 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $19,586  (15.6%) for the three months ended
      June 30, 2005 as compared to the three months  ended June 30,  2004.  This
      decrease  was  primarily  due to (i)  workover  expenses  incurred  on two
      significant  wells  during the three months ended June 30, 2004 and (ii) a
      decrease in salt water disposal  expenses on one  significant  well during
      the three months ended June 30, 2005 as compared to the three months ended
      June 30, 2004. These decreases were partially offset by (i) an increase in
      production  taxes  associated  with the  increase in oil and gas sales and
      (ii) workover  expenses  incurred on one significant well during the three
      months ended June 30, 2005.  As a percentage  of oil and gas sales,  these
      expenses  decreased to 16.6% for the three months ended June 30, 2005 from
      23.4% for the three months ended June 30, 2004. This  percentage  decrease
      was  primarily  due to (i) the  increase in oil and gas sales and (ii) the
      dollar decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $14,212  (72.4%)  for the three  months  ended June 30, 2005 as
      compared  to the three  months  ended June 30,  2004.  This  increase  was
      primarily due to an increase in depletable oil and gas  properties  during
      2005 due to the  recompletion of one significant  well, which increase was
      partially  offset by (i) the receipt of equipment  credits on an abandoned
      well during the three  months ended June 30,  2005,  (ii) one  significant
      well being fully depleted  during the three months ended June 30, 2004 due
      to the lack of remaining  reserves,  and (iii) the decreases in volumes of
      oil and gas sold.  As a  percentage  of oil and gas  sales,  this  expense
      increased  to 5.3% for the three  months ended June 30, 2005 from 3.7% for
      the three  months  ended  June 30,  2004.  This  percentage  increase  was
      primarily  due to the dollar  increase  in  depreciation,  depletion,  and
      amortization of oil and gas properties.

      General and administrative expenses decreased $13,811 for the three months
      ended June 30, 2005 as compared to the three  months  ended June 30, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 6.9% for
      the three months ended June 30, 2005 from 10.9% for the three months ended
      June 30,  2004.  This  percentage  decrease was  primarily  due to (i) the
      dollar  decrease  in  general  and  administrative  expenses  and (ii) the
      increase in oil and gas sales.



                                      -61-
<PAGE>



      SIX MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE SIX MONTHS ENDED
      JUNE 30, 2004.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                      2005          2004
                                                  ----------     ----------
      Oil and gas sales                           $1,302,274     $1,017,437
      Oil and gas production expenses             $  230,791     $  255,705
      Barrels produced                                 7,936          8,200
      Mcf produced                                   156,219        158,970
      Average price/Bbl                           $    48.10     $    34.14
      Average price/Mcf                           $     5.89     $     4.64

      As shown in the table above,  total oil and gas sales  increased  $284,837
      (28.0%)  for the six months  ended June 30,  2005 as  compared  to the six
      months ended June 30, 2004. Of this increase,  approximately  $111,000 and
      $196,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately  $9,000 and $13,000,  respectively,  related to decreases in
      volumes  of oil and gas sold.  Volumes of oil and gas sold  decreased  264
      barrels  and 2,751 Mcf,  respectively,  for the six months  ended June 30,
      2005 as compared to the six months ended June 30, 2004.

      The decrease in volumes of oil sold was primarily  due to normal  declines
      in production, which decrease was partially offset by (i) a positive prior
      period  volume  adjustment  made by the operator on one  significant  well
      during  the six  months  ended  June  30,  2005 and  (ii) an  increase  in
      production on several wells within one unit due to successful workovers of
      those wells during 2004. The decrease in volumes of gas sold was primarily
      due to (i) the  shutting-in of one  significant  well during late 2004 and
      early 2005 due to a transportation  problem associated with line pressure,
      (ii) positive prior period volume adjustments made by the operators on two
      significant  wells during the six months  ended June 30,  2004,  and (iii)
      normal  declines in production.  As of the date of this Quarterly  Report,
      the  shut-in  well is expected  to return to  production  during the third
      quarter of 2005.  These  decreases were partially  offset by (i) the first
      receipt of revenues on one  significant  well during late 2004 and (ii) an
      increase in production on several wells due to the successful workovers of
      those wells during late 2004 and early 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased  $24,914 (9.7%) for the six months ended June
      30, 2005 as compared to the six months ended June 30, 2004.  This decrease
      was  primarily  due to (i)  workover  expenses  incurred on several  wells
      during the six months ended June 30, 2004 and (ii) repair and  maintenance
      expenses incurred on one significant well during the six months ended June
      30, 2004.  These  decreases  were  partially  offset by (i) an increase in
      production  taxes  associated  with the  increase in oil and gas sales and
      (ii)



                                      -62-
<PAGE>



      workover  expenses  incurred on several  wells during the six months ended
      June 30,  2005.  As a  percentage  of oil and gas  sales,  these  expenses
      decreased  to 17.7% for the six months  ended June 30, 2005 from 25.1% for
      the six months ended June 30, 2004. This percentage decrease was primarily
      due to the increase in oil and gas sales.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $9,981  (25.6%)  for the six  months  ended  June  30,  2005 as
      compared  to the six  months  ended  June  30,  2004.  This  increase  was
      primarily due to an increase in depletable oil and gas  properties  during
      2005 due to the  recompletion of one  significant  well. This increase was
      partially offset by (i) upward revisions in the estimates of remaining gas
      reserves on one significant  well since June 30, 2004, (ii) the receipt of
      equipment  credits on an  abandoned  well during the six months ended June
      30, 2005, and (iii) one  significant  well being fully depleted during the
      six months ended June 30, 2004 due to the lack of remaining reserves. As a
      percentage of oil and gas sales,  this expense  remained  constant at 3.8%
      for the six months ended June 30, 2005 and 2004.

      General and  administrative  expenses  increased $1,427 for the six months
      ended June 30, 2005 as compared to the six months ended June 30, 2004.  As
      a percentage of oil and gas sales,  these  expenses  decreased to 8.4% for
      the six  months  ended June 30,  2005 from 10.6% for the six months  ended
      June 30, 2004. This percentage  decrease was primarily due to the increase
      in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2005  totaling   $21,361,686  or  138.16%  of  Limited  Partners'  capital
      contributions.

      II-D PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE THREE MONTHS ENDED
      JUNE 30, 2004.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                   2005             2004
                                                ----------       ----------
      Oil and gas sales                         $1,297,819       $1,037,272
      Oil and gas production expenses           $  248,331       $  292,088
      Barrels produced                               4,408            5,855
      Mcf produced                                 173,273          163,105
      Average price/Bbl                         $    49.61       $    37.09
      Average price/Mcf                         $     6.23       $     5.03

      As shown in the table above,  total oil and gas sales  increased  $260,547
      (25.1%) for the three  months ended June 30, 2005 as compared to the three
      months ended June 30, 2004. Of this  increase,  approximately  (i) $55,000
      and  $208,000,  respectively,  were  related to  increases  in the average
      prices of oil and gas sold and (ii) $52,000 was related to



                                      -63-
<PAGE>



      an increase in volumes of gas sold.  These increases were partially offset
      by a decrease of approximately $54,000 related to a decrease in volumes of
      oil sold.  Volumes of oil sold decreased  1,447 barrels,  while volumes of
      gas sold increased  10,168 Mcf for the three months ended June 30, 2005 as
      compared to the three months ended June 30, 2004.  The decrease in volumes
      of oil  sold was  primarily  due to (i) a  negative  prior  period  volume
      adjustment made by the operator on one  significant  well during the three
      months  ended June 30, 2005 and (ii) normal  declines in  production.  The
      increase in volumes of gas sold was primarily due to (i) the first receipt
      of revenues on one significant  well during late 2004 and (ii) an increase
      in  production on several wells  following  successful  workovers of those
      wells  during late 2004 and early 2005.  These  increases  were  partially
      offset by the  shutting-in  of one  significant  well during late 2004 and
      early 2005 due to a transportation  problem associated with line pressure.
      As of the date of this Quarterly  Report,  the shut-in well is expected to
      return to production during the third quarter of 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $43,757  (15.0%) for the three months ended
      June 30, 2005 as compared to the three months  ended June 30,  2004.  This
      decrease was  primarily due to (i) workover  expenses  incurred on several
      wells  during  the three  months  ended  June 30,  2004,  (ii) salt  water
      disposal  expenses incurred on several wells during the three months ended
      June 30, 2004,  and (iii) positive  prior period lease  operating  expense
      adjustments  on two  significant  wells during the three months ended June
      30, 2004.  These  decreases  were  partially  offset by (i) an increase in
      production  taxes  associated  with the  increase in oil and gas sales and
      (ii) workover  expenses  incurred on one significant well during the three
      months ended June 30, 2005.  As a percentage  of oil and gas sales,  these
      expenses  decreased to 19.1% for the three months ended June 30, 2005 from
      28.2% for the three months ended June 30, 2004. This  percentage  decrease
      was  primarily  due to (i) the  increase in oil and gas sales and (ii) the
      dollar decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $56,197  (94.5%)  for the three  months  ended June 30, 2005 as
      compared  to the three  months  ended June 30,  2004.  This  decrease  was
      primarily due to (i) the receipt of equipment credits on an abandoned well
      during the three months ended June 30, 2005 and (ii) one significant  well
      being fully  depleted  during the three  months ended June 30, 2004 due to
      the lack of remaining reserves. As a percentage of oil and gas sales, this
      expense  decreased  to 0.3% for the three  months ended June 30, 2005 from
      5.7% for the three months ended June 30, 2004.  This  percentage  decrease
      was primarily due to the dollar decrease in depreciation,  depletion,  and
      amortization of oil and gas properties.





                                      -64-
<PAGE>



      General and administrative expenses decreased $14,646 for the three months
      ended June 30, 2005 as compared to the three  months  ended June 30, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 6.8% for
      the three  months ended June 30, 2005 from 9.9% for the three months ended
      June 30,  2004.  This  percentage  decrease was  primarily  due to (i) the
      increase in oil and gas sales and (ii) the dollar  decrease in general and
      administrative expenses.

      SIX MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE SIX MONTHS ENDED
      JUNE 30, 2004.

                                                 Six Months Ended June 30,
                                                 -------------------------
                                                    2005            2004
                                                 ----------      ----------
      Oil and gas sales                          $2,719,365      $2,108,155
      Oil and gas production expenses            $  558,623      $  558,426
      Barrels produced                               11,421          13,244
      Mcf produced                                  358,878         336,294
      Average price/Bbl                          $    46.69      $    34.15
      Average price/Mcf                          $     6.09      $     4.92

      As shown in the table above,  total oil and gas sales  increased  $611,210
      (29.0%)  for the six months  ended June 30,  2005 as  compared  to the six
      months ended June 30, 2004. Of this increase,  approximately  (i) $143,000
      and  $419,000,  respectively,  were  related to  increases  in the average
      prices of oil and gas sold and (ii) $111,000 was related to an increase in
      volumes of gas sold.  These increases were partially  offset by a decrease
      of  approximately  $62,000  related to a decrease  in volumes of oil sold.
      Volumes of oil sold  decreased  1,823  barrels,  while volumes of gas sold
      increased 22,584 Mcf for the six months ended June 30, 2005 as compared to
      the six months  ended June 30,  2004.  The decrease in volumes of oil sold
      was  primarily  due to normal  declines  in  production.  The  increase in
      volumes of gas sold was  primarily due to (i) an increase in production on
      several wells  following  successful  workovers of those wells during late
      2004 and early 2005, (ii) the first receipt of revenues on one significant
      well during late 2004, and (iii) a positive prior period volume adjustment
      made by the  operator  on another  significant  well during the six months
      ended  June  30,  2005.  These  increases  were  partially  offset  by the
      shutting-in of one significant well during late 2004 and early 2005 due to
      a transportation  problem associated with line pressure. As of the date of
      this  Quarterly  Report,  the  shut-in  well  is  expected  to  return  to
      production during the third quarter of 2005.




                                      -65-
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) remained  relatively  constant for the six months ended
      June 30, 2005 and 2004.  An increase  in oil and gas  production  expenses
      primarily  due to (i) workover  expenses  incurred on several wells during
      the six months  ended June 30,  2005 and (ii) an  increase  in  production
      taxes associated with the increase in oil and gas sales was  substantially
      offset by (i) workover expenses incurred on several other wells during the
      six months  ended  June 30,  2004 and (ii) salt  water  disposal  expenses
      incurred on several  wells during the six months ended June 30, 2004. As a
      percentage of oil and gas sales, these expenses decreased to 20.5% for the
      six months  ended June 30,  2005 from 26.5% for the six months  ended June
      30, 2004.  This  percentage  decrease was primarily due to the increase in
      oil and gas sales.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $87,624  (68.3%)  for the six  months  ended  June 30,  2005 as
      compared  to the six  months  ended  June  30,  2004.  This  decrease  was
      primarily  due to (i) upward  revisions in the  estimates of remaining gas
      reserves since June 30, 2004, (ii) the receipt of equipment  credits on an
      abandoned  well during the six months ended June 30,  2005,  and (iii) one
      significant well being fully depleted during the six months ended June 30,
      2004 due to the lack of remaining reserves. As a percentage of oil and gas
      sales,  this  expense  decreased to 1.5% for the six months ended June 30,
      2005 from 6.1% for the six months  ended June 30,  2004.  This  percentage
      decrease  was  primarily  due  to the  dollar  decrease  in  depreciation,
      depletion, and amortization of oil and gas properties.

      General and administrative  expenses remained  relatively constant for the
      six months ended June 30, 2005 and 2004.  As a  percentage  of oil and gas
      sales,  these expenses decreased to 7.2% for the six months ended June 30,
      2005 from 9.4% for the six months  ended June 30,  2004.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2005  totaling   $44,639,903  or  141.77%  of  Limited  Partners'  capital
      contributions.




                                      -66-
<PAGE>



      II-E PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE THREE MONTHS ENDED
      JUNE 30, 2004.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                  2005               2004
                                                --------           --------
      Oil and gas sales                         $714,535           $718,092
      Oil and gas production expenses           $159,373           $150,189
      Barrels produced                             3,842              4,476
      Mcf produced                                87,304            103,692
      Average price/Bbl                         $  49.55           $  36.51
      Average price/Mcf                         $   6.00           $   5.35

      As shown in the table above,  total oil and gas sales remained  relatively
      constant for the three months ended June 30, 2005 and 2004. Volumes of oil
      and gas sold decreased  approximately  $23,000 and $88,000,  respectively,
      but were  substantially  offset by increases of approximately  $50,000 and
      $57,000,  respectively,  related to increases in the average prices of oil
      and gas sold. Volumes of oil and gas sold decreased 634 barrels and 16,388
      Mcf, respectively, for the three months ended June 30, 2005 as compared to
      the three months ended June 30, 2004.

      The decrease in volumes of oil sold was  primarily  due to negative  prior
      period  volume  adjustments  made by the operators on several wells during
      the three months ended June 30, 2005,  which decrease was partially offset
      by positive  prior  period  volume  adjustments  made by the  operators on
      several  other wells  during the three  months  ended June 30,  2005.  The
      decrease in volumes of gas sold was primarily  due to (i) the  shutting-in
      of  one  significant  well  during  late  2004  and  early  2005  due to a
      transportation  problem  associated with line pressure and (ii) a negative
      prior period  volume  adjustment  made by the operator on one  significant
      well during the three months  ended June 30, 2005.  As of the date of this
      Quarterly  Report,  the shut-in  well is expected to return to  production
      during the third quarter of 2005. These decreases were partially offset by
      positive prior period volume  adjustments made by the operators on several
      wells during the three months ended June 30, 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased $9,184 (6.1%) for the three months ended June
      30,  2005 as  compared  to the three  months  ended  June 30,  2004.  This
      increase was  primarily due to (i) workover  expenses  incurred on several
      wells  during the three  months  ended  June 30,  2005 and (ii) a negative
      prior  period  production  tax  adjustment  made  by the  operator  on one
      significant  well  during  the three  months  ended June 30,  2004.  These
      increases were partially offset by (i) workover  expenses  incurred on two
      significant  wells  during the three  months  ended June 30, 2004 and (ii)
      salt water disposal



                                      -67-
<PAGE>



      expenses  incurred on one  significant  well during the three months ended
      June 30,  2004.  As a  percentage  of oil and gas  sales,  these  expenses
      increased to 22.3% for the three months ended June 30, 2005 from 20.9% for
      the three months ended June 30, 2004.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $6,299  (15.3%)  for the three  months  ended June 30,  2005 as
      compared  to the three  months  ended June 30,  2004.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas  sold.  As a
      percentage  of oil and gas sales,  this expense  decreased to 4.9% for the
      three months ended June 30, 2005 from 5.7% for the three months ended June
      30,  2004.  This  percentage  decrease  was  primarily  due to the  dollar
      decrease  in  depreciation,  depletion,  and  amortization  of oil and gas
      properties.

      General and administrative expenses decreased $14,198 for the three months
      ended June 30, 2005 as compared to the three  months  ended June 30, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 9.1% for
      the three months ended June 30, 2005 from 11.0% for the three months ended
      June 30, 2004.  This  percentage  decrease was primarily due to the dollar
      decrease in general and administrative expenses.

      SIX MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE SIX MONTHS ENDED
      JUNE 30, 2004.

                                                 Six Months Ended June 30,
                                                 -------------------------
                                                    2005            2004
                                                 ----------      ----------
      Oil and gas sales                          $1,543,303      $1,419,422
      Oil and gas production expenses            $  309,195      $  310,106
      Barrels produced                                9,160           9,592
      Mcf produced                                  186,200         217,012
      Average price/Bbl                          $    47.72      $    34.03
      Average price/Mcf                          $     5.94      $     5.04

      As shown in the table above,  total oil and gas sales  increased  $123,881
      (8.7%)  for the six  months  ended June 30,  2005 as  compared  to the six
      months ended June 30, 2004. Of this increase,  approximately  $126,000 and
      $168,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately $15,000 and $155,000, respectively,  related to decreases in
      volumes  of oil and gas sold.  Volumes of oil and gas sold  decreased  432
      barrels and 30,812 Mcf,  respectively,  for the six months  ended June 30,
      2005 as compared to the six months  ended June 30,  2004.  The decrease in
      volumes of oil sold was primarily due to (i) negative  prior period volume
      adjustments made by the operators on two significant  wells during the six
      months ended June 30, 2005 and (ii) normal  declines in production.  These
      decreases   were   partially   offset  by  positive  prior  period  volume
      adjustments  made by the  operators on several wells during the six months
      ended June 30, 2005. The



                                      -68-
<PAGE>



      decrease in volumes of gas sold was primarily  due to (i) the  shutting-in
      of  one  significant  well  during  late  2004  and  early  2005  due to a
      transportation problem associated with line pressure, (ii) normal declines
      in production, and (iii) a negative prior period volume adjustment made by
      the operator on one significant  well during the six months ended June 30,
      2005.  As of the  date of  this  Quarterly  Report,  the  shut-in  well is
      expected to return to production  during the third quarter of 2005.  These
      decreases   were   partially   offset  by  positive  prior  period  volume
      adjustments  made by the  operators on several wells during the six months
      ended June 30, 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) remained  relatively  constant for the six months ended
      June 30,  2005 and 2004.  A decrease  in oil and gas  production  expenses
      primarily  due to (i) workover  expenses  incurred on several wells during
      the six months  ended June 30,  2004,  (ii) the  receipt of ad valorem tax
      credits on one significant well during the six months ended June 30, 2004,
      and (iii) salt water  disposal  expenses  incurred on another  significant
      well during the six months ended June 30, 2004 was substantially offset by
      (i)  workover  expenses  incurred on several  wells  during the six months
      ended  June  30,  2005,  (ii)  a  negative  prior  period  production  tax
      adjustment  made by the  operator on one  significant  well during the six
      months  ended June 30,  2004,  and (iii) 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 20.0% for the six months ended
      June 30, 2005 from 21.8% for the six months ended June 30, 2004.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $109,178  (57.8%)  for the six months  ended  June 30,  2005 as
      compared  to the six  months  ended  June  30,  2004.  This  decrease  was
      primarily due to (i) one significant  well being fully depleted during the
      six months ended June 30, 2004 due to the lack of  remaining  reserves and
      (ii) the  decreases in volumes of oil and gas sold. As a percentage of oil
      and gas sales,  this  expense  decreased  to 5.2% for the six months ended
      June 30,  2005 from 13.3% for the six months  ended  June 30,  2004.  This
      percentage   decrease  was  primarily  due  to  the  dollar   decrease  in
      depreciation, depletion, and amortization of oil and gas properties.

      General and administrative  expenses remained  relatively constant for the
      six months ended June 30, 2005 and 2004.  As a  percentage  of oil and gas
      sales,  these expenses decreased to 9.7% for the six months ended June 30,
      2005 from 10.6% for the six months ended June 30, 2004.

      The Limited  Partners have received  cash  distributions  through June 30,
      2005  totaling   $31,087,574  or  135.86%  of  Limited  Partners'  capital
      contributions.



                                      -69-
<PAGE>



      II-F PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE THREE MONTHS ENDED
      JUNE 30, 2004.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                  2005               2004
                                                --------           --------
      Oil and gas sales                         $888,094           $686,089
      Oil and gas production expenses           $155,815           $103,652
      Barrels produced                             6,372              6,001
      Mcf produced                               103,555             91,744
      Average price/Bbl                         $  47.88           $  34.79
      Average price/Mcf                         $   5.63           $   5.20

      As shown in the table above,  total oil and gas sales  increased  $202,005
      (29.4%) for the three  months ended June 30, 2005 as compared to the three
      months ended June 30, 2004. Of this  increase,  approximately  (i) $83,000
      and $44,000, respectively, were related to increases in the average prices
      of oil and gas sold and  (ii)  $13,000  and  $61,000,  respectively,  were
      related to  increases  in volumes of oil and gas sold.  Volumes of oil and
      gas sold increased 371 barrels and 11,811 Mcf, respectively, for the three
      months  ended June 30, 2005 as compared to the three months ended June 30,
      2004.  The increases in volumes of oil and gas sold were  primarily due to
      positive prior period volume  adjustments made by the operators on several
      wells during the three months ended June 30, 2005.  These  increases  were
      partially offset by a negative prior period volume  adjustment made by the
      operator on another  significant  well during the three  months ended June
      30, 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $52,163  (50.3%) for the three months ended
      June 30, 2005 as compared to the three months  ended June 30,  2004.  This
      increase was  primarily due to (i) workover  expenses  incurred on several
      wells during the three  months  ended June 30,  2005,  (ii) an increase in
      production  taxes  associated with the increase in oil and gas sales,  and
      (iii) an  increase  in salt water  disposal  expenses  incurred on several
      other wells during the three months ended June 30, 2005 as compared to the
      three months ended June 30, 2004. These increases were partially offset by
      workover expenses incurred on one significant well during the three months
      ended June 30, 2004. As a percentage of oil and gas sales,  these expenses
      increased to 17.5% for the three months ended June 30, 2005 from 15.1% for
      the three  months  ended  June 30,  2004.  This  percentage  increase  was
      primarily due to the dollar increase in oil and gas production expense.




                                      -70-
<PAGE>



      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $7,416  (33.6%)  for the three  months  ended June 30,  2005 as
      compared  to the three  months  ended June 30,  2004.  This  increase  was
      primarily due to (i) one significant  well being fully depleted during the
      three months  ended June 30, 2005 due to the lack of  remaining  reserves,
      (ii) the  increases  in  volumes of oil and gas sold,  and (iii)  downward
      revisions in the estimates of remaining gas reserves  since June 30, 2004.
      As a percentage of oil and gas sales,  this expense  increased to 3.3% for
      the three  months ended June 30, 2005 from 3.2% for the three months ended
      June 30, 2004.

      General and administrative expenses decreased $14,701 for the three months
      ended June 30, 2005 as compared to the three  months  ended June 30, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 5.4% for
      the three  months ended June 30, 2005 from 9.2% for the three months ended
      June 30,  2004.  This  percentage  decrease was  primarily  due to (i) the
      dollar  decrease  in  general  and  administrative  expenses  and (ii) the
      increase in oil and gas sales.

      SIX MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE SIX MONTHS ENDED
      JUNE 30, 2004.

                                                 Six Months Ended June 30,
                                                 -------------------------
                                                    2005            2004
                                                 ----------      ----------
      Oil and gas sales                          $1,817,075      $1,468,999
      Oil and gas production expenses            $  260,503      $  241,905
      Barrels produced                               13,195          13,520
      Mcf produced                                  207,938         214,762
      Average price/Bbl                          $    46.64      $    32.50
      Average price/Mcf                          $     5.78      $     4.79

      As shown in the table above,  total oil and gas sales  increased  $348,076
      (23.7%)  for the six months  ended June 30,  2005 as  compared  to the six
      months ended June 30, 2004. Of this increase,  approximately  $187,000 and
      $205,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately $11,000 and $33,000,  respectively,  related to decreases in
      volumes  of oil and gas sold.  Volumes of oil and gas sold  decreased  325
      barrels  and 6,824 Mcf,  respectively,  for the six months  ended June 30,
      2005 as compared to the six months ended June 30, 2004.

      The  decrease in volumes of oil sold was  primarily  due to (i) a negative
      prior period  volume  adjustment  made by the operator on one  significant
      well during the six months ended June 30, 2005, (ii) positive prior period
      volume  adjustments  made by the operators on several wells during the six
      months ended June 30, 2004, and (iii) normal declines in production. These
      decreases   were   partially   offset  by  positive  prior  period  volume
      adjustments made by the



                                      -71-
<PAGE>



      operators  on several  other  wells  during the six months  ended June 30,
      2005.  The  decrease  in  volumes of gas sold was  primarily  due to (i) a
      negative  prior  period  volume  adjustment  made by the  operator  on one
      significant  well during the six months ended June 30,  2005,  (ii) normal
      declines  in  production,   and  (iii)  a  positive  prior  period  volume
      adjustment made by the operator on another significant well during the six
      months ended June 30,  2004.  These  decreases  were  partially  offset by
      positive prior period volume  adjustments made by the operators on several
      other wells during the six months ended June 30, 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased  $18,598 (7.7%) for the six months ended June
      30, 2005 as compared to the six months ended June 30, 2004.  This increase
      was primarily due to (i) an increase in production  taxes  associated with
      the  increase in oil and gas sales,  (ii)  workover  expenses  incurred on
      several  wells  during the six months  ended June 30,  2005,  and (iii) an
      increase in salt water disposal  expenses  incurred on several other wells
      during the six months  ended June 30,  2005 as  compared to the six months
      ended June 30, 2004.  These  increases  were  partially  offset by (i) the
      receipt of ad valorem tax credits on one  significant  well during the six
      months ended June 30, 2005 and (ii) workover  expenses incurred on several
      wells during the six months ended June 30,  2004.  As a percentage  of oil
      and gas sales,  these expenses decreased to 14.3% for the six months ended
      June 30,  2005 from 16.5% for the six months  ended  June 30,  2004.  This
      percentage  decrease  was  primarily  due to the  increase  in oil and gas
      sales.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased $4,755 (8.7%) for the six months ended June 30, 2005 as compared
      to the six months ended June 30, 2004.  This increase was primarily due to
      (i) one significant  well being fully depleted during the six months ended
      June  30,  2005  due to the  lack of  remaining  reserves,  (ii)  downward
      revisions in the estimates of remaining gas reserves  since June 30, 2004,
      and (iii) an increase in  depletable  oil and gas  properties  during 2005
      primarily due to the drilling of one  developmental  well. These increases
      were partially  offset by the decreases in volumes of oil and gas sold. As
      a percentage of oil and gas sales,  this expense decreased to 3.3% for the
      six months ended June 30, 2005 from 3.7% for the six months ended June 30,
      2004.  This  percentage  decrease  was  primarily  due to increases in the
      average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant for the
      six months ended June 30, 2005 and 2004.  As a  percentage  of oil and gas
      sales,  these expenses decreased to 6.5% for the six months ended June 30,
      2005 from 8.0% for the six months  ended June 30,  2004.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.




                                      -72-
<PAGE>



      The Limited  Partners have received  cash  distributions  through June 30,
      2005  totaling   $26,031,051  or  151.87%  of  Limited  Partners'  capital
      contributions.

      II-G PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE THREE MONTHS ENDED
      JUNE 30, 2004.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                   2005              2004
                                                ----------       ----------
      Oil and gas sales                         $1,745,014       $1,462,219
      Oil and gas production expenses           $  327,482       $  224,756
      Barrels produced                              13,416           12,588
      Mcf produced                                 198,301          194,394
      Average price/Bbl                         $    47.92       $    34.79
      Average price/Mcf                         $     5.56       $     5.27

      As shown in the table above,  total oil and gas sales  increased  $282,795
      (19.3%) for the three  months ended June 30, 2005 as compared to the three
      months ended June 30, 2004. Of this increase,  approximately  (i) $176,000
      and $57,000, respectively, were related to increases in the average prices
      of oil and gas sold and  (ii)  $29,000  and  $21,000,  respectively,  were
      related to  increases  in volumes of oil and gas sold.  Volumes of oil and
      gas sold increased 828 barrels and 3,907 Mcf, respectively,  for the three
      months  ended June 30, 2005 as compared to the three months ended June 30,
      2004.  The increases in volumes of oil and gas sold were  primarily due to
      positive prior period volume  adjustments made by the operators on several
      wells during the three months ended June 30, 2005.  These  increases  were
      partially offset by a negative prior period volume  adjustment made by the
      operator on another  significant  well during the three  months ended June
      30, 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $102,726 (45.7%) for the three months ended
      June 30, 2005 as compared to the three months  ended June 30,  2005.  This
      increase was  primarily due to (i) workover  expenses  incurred on several
      wells during the three  months  ended June 30,  2005,  (ii) an increase in
      production  taxes  associated with the increase in oil and gas sales,  and
      (iii) an  increase  in salt water  disposal  expenses  incurred on several
      other wells during the three months ended June 30, 2005 as compared to the
      three months ended June 30, 2004. These increases were partially offset by
      workover expenses incurred on one significant well during the three months
      ended June 30, 2004. As a percentage of oil and gas sales,  these expenses
      increased to 18.8% for the three months ended June 30, 2005 from 15.4% for
      the three  months  ended  June 30,  2004.  This  percentage  increase  was
      primarily due to the dollar increase in oil and gas production expenses.




                                      -73-
<PAGE>



      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $17,196  (36.6%)  for the three  months  ended June 30, 2005 as
      compared  to the three  months  ended June 30,  2004.  This  increase  was
      primarily due to (i) one significant  well being fully depleted during the
      three months  ended June 30, 2005 due to the lack of  remaining  reserves,
      (ii) downward  revisions in the estimates of remaining gas reserves  since
      June 30, 2004,  and (iii) the increases in volumes of oil and gas sold. As
      a percentage of oil and gas sales,  this expense increased to 3.7% for the
      three months ended June 30, 2005 from 3.2% for the three months ended June
      30,  2004.  This  percentage  increase  was  primarily  due to the  dollar
      increase  in  depreciation,  depletion,  and  amortization  of oil and gas
      properties.

      General and administrative expenses decreased $15,746 for the three months
      ended June 30, 2005 as compared to the three  months  ended June 30, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 5.9% for
      the three  months ended June 30, 2005 from 8.1% for the three months ended
      June 30,  2004.  This  percentage  decrease was  primarily  due to (i) the
      increase in oil and gas sales and (ii) the dollar  decrease in general and
      administrative expenses.

      SIX MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE SIX MONTHS ENDED
      JUNE 30, 2004.

                                                 Six Months Ended June 30,
                                                 -------------------------
                                                    2005             2004
                                                 ----------      ----------
      Oil and gas sales                          $3,733,841      $3,124,416
      Oil and gas production expenses            $  565,142      $  520,053
      Barrels produced                               27,720          28,338
      Mcf produced                                  421,382         456,862
      Average price/Bbl                          $    46.66      $    32.51
      Average price/Mcf                          $     5.79      $     4.82

      As shown in the table above,  total oil and gas sales  increased  $609,425
      (19.5%)  for the six months  ended June 30,  2005 as  compared  to the six
      months ended June 30, 2004. Of this increase,  approximately  $392,000 and
      $408,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately $20,000 and $171,000, respectively,  related to decreases in
      volumes  of oil and gas sold.  Volumes of oil and gas sold  decreased  618
      barrels and 35,480 Mcf,  respectively,  for the six months  ended June 30,
      2005 as compared to the six months  ended June 30,  2004.  The decrease in
      volumes  of oil sold was  primarily  due to (i) a  negative  prior  period
      volume  adjustment made by the operator on one significant well during the
      six  months  ended  June 30,  2005,  (ii)  positive  prior  period  volume
      adjustments  made by the  operators on several wells during the six months
      ended June 30,  2004,  and (iii)  normal  declines  in  production.  These
      decreases were partially offset by positive prior



                                      -74-
<PAGE>



      period  volume  adjustments  made by the  operators on several other wells
      during the six months ended June 30, 2005.  The decrease in volumes of gas
      sold was  primarily due to (i) a negative  prior period volume  adjustment
      made by the operator on one  significant  well during the six months ended
      June 30, 2005,  (ii) normal  declines in production,  and (iii) a positive
      prior period volume adjustment made by the operator on another significant
      well  during the six months  ended June 30,  2004.  These  decreases  were
      partially  offset by positive prior period volume  adjustments made by the
      operators  on several  other  wells  during the six months  ended June 30,
      2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased  $45,089 (8.7%) for the six months ended June
      30, 2005 as compared to the six months ended June 30, 2004.  This increase
      was  primarily  due to (i)  workover  expenses  incurred on several  wells
      during the six months ended June 30, 2005,  (ii) an increase in production
      taxes  associated  with the  increase  in oil and gas sales,  and (iii) an
      increase in salt water disposal  expenses  incurred on several other wells
      during the six months  ended June 30,  2005 as  compared to the six months
      ended June 30, 2004. These increases were partially offset by (i) workover
      expenses  incurred on several  wells  during the six months ended June 30,
      2004 and (ii) the  receipt of ad valorem  tax  credits on one  significant
      well during the six months ended June 30, 2005. As a percentage of oil and
      gas sales, these expenses decreased to 15.1% for the six months ended June
      30, 2005 from 16.6% for the six months ended June 30, 2004.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $12,990  (11.1%)  for the six  months  ended  June 30,  2005 as
      compared  to the six  months  ended  June  30,  2004.  This  increase  was
      primarily due to (i) one significant  well being fully depleted during the
      six months ended June 30, 2005 due to the lack of remaining reserves, (ii)
      an increase in depletable oil and gas properties during 2005 primarily due
      to the drilling of one developmental well, and (iii) downward revisions in
      the  estimates  of  remaining  gas  reserves  since June 30,  2004.  These
      increases were partially offset by the decreases in volumes of oil and gas
      sold. As a percentage of oil and gas sales, this expense decreased to 3.5%
      for the six months  ended June 30, 2005 from 3.8% for the six months ended
      June 30, 2004.

      General and  administrative  expenses  decreased $1,919 for the six months
      ended June 30, 2005 as compared to the six months ended June 30, 2004.  As
      a percentage of oil and gas sales,  these  expenses  decreased to 6.1% for
      the six months ended June 30, 2005 from 7.4% for the six months ended June
      30, 2004.

      The Limited  Partners have received  cash  distributions  through June 30,
      2005  totaling   $54,432,371  or  146.25%  of  Limited  Partners'  capital
      contributions.




                                      -75-
<PAGE>



      II-H PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE THREE MONTHS ENDED
      JUNE 30, 2004.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                  2005               2004
                                                --------           --------
      Oil and gas sales                         $411,152           $351,848
      Oil and gas production expenses           $ 77,270           $ 55,315
      Barrels produced                             3,074              2,924
      Mcf produced                                47,242             47,729
      Average price/Bbl                         $  47.92           $  34.81
      Average price/Mcf                         $   5.59           $   5.24

      As shown in the table  above,  total oil and gas sales  increased  $59,304
      (16.9%) for the three  months ended June 30, 2005 as compared to the three
      months ended June 30, 2004. Of this  increase,  approximately  (i) $40,000
      and $16,000, respectively, were related to increases in the average prices
      of oil and gas sold and (ii)  $5,000 was related to an increase in volumes
      of oil sold.  These  increases  were  partially  offset by a  decrease  of
      approximately $2,000 related to a decrease in volumes of gas sold. Volumes
      of oil sold increased 150 barrels, while volumes of gas sold decreased 487
      Mcf for the three  months  ended June 30,  2005 as  compared  to the three
      months  ended  June 30,  2004.  The  increase  in  volumes of oil sold was
      primarily  due to positive  prior period  volume  adjustments  made by the
      operators  on several  wells  during the three months ended June 30, 2005.
      This  increase was  partially  offset by a negative  prior  period  volume
      adjustment  made by the  operator on another  significant  well during the
      three months ended June 30, 2005.  The decrease in volumes of gas sold was
      primarily due to a negative  prior period volume  adjustments  made by the
      operators  on several  wells  during the three months ended June 30, 2005.
      This  decrease  was  partially  offset by  positive  prior  period  volume
      adjustments made by the operators on several wells during the three months
      ended June 20, 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $21,955  (39.7%) for the three months ended
      June 30, 2005 as compared to the three months  ended June 30,  2004.  This
      increase was  primarily due to (i) workover  expenses  incurred on several
      wells during the three  months  ended June 30,  2005,  (ii) an increase in
      production  taxes  associated with the increase in oil and gas sales,  and
      (iii) an  increase  in salt water  disposal  expenses  incurred on several
      other wells during the three months ended June 30, 2005 as compared to the
      three months ended June 30, 2004. These increases were partially offset by
      workover expenses incurred on one significant well during the three months
      ended June 30, 2004. As a percentage of oil and gas sales,  these expenses
      increased to 18.8% for the three months ended June 30, 2005 from 15.7%



                                      -76-
<PAGE>



      for the three  months ended June 30, 2004.  This  percentage  increase was
      primarily due to the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $4,106  (36.9%)  for the three  months  ended June 30,  2005 as
      compared  to the three  months  ended June 30,  2004.  This  increase  was
      primarily due to (i) one significant  well being fully depleted during the
      three months  ended June 30, 2005 due to the lack of  remaining  reserves,
      (ii)  downward  revisions in the  estimates of remaining gas reserves June
      30,  2004,  and (iii) an increase  in  depletable  oil and gas  properties
      during 2005 primarily due to the drilling of one developmental  well. As a
      percentage  of oil and gas sales,  this expense  increased to 3.7% for the
      three months ended June 30, 2005 from 3.2% for the three months ended June
      30,  2004.  This  percentage  increase  was  primarily  due to the  dollar
      increase  in  depreciation,  depletion,  and  amortization  of oil and gas
      properties.

      General and administrative expenses decreased $14,283 for the three months
      ended June 30, 2005 as compared to the three  months  ended June 30, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 6.4% for
      the three months ended June 30, 2005 from 11.5% for the three months ended
      June 30, 2004.  This  percentage  decrease was primarily due to the dollar
      decrease in general and administrative expenses.

      SIX MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE SIX MONTHS ENDED
      JUNE 30, 2004.

                                                 Six Months Ended June 30,
                                                 -------------------------
                                                   2005              2004
                                                 --------          --------
      Oil and gas sales                          $884,923          $748,081
      Oil and gas production expenses            $134,234          $126,365
      Barrels produced                              6,396             6,576
      Mcf produced                                100,958           110,845
      Average price/Bbl                          $  46.66          $  32.53
      Average price/Mcf                          $   5.81          $   4.82

      As shown in the table above,  total oil and gas sales  increased  $136,842
      (18.3%)  for the six months  ended June 30,  2005 as  compared  to the six
      months ended June 30, 2004. Of this  increase,  approximately  $90,000 and
      $100,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately  $6,000 and $48,000  respectively,  related to  decreases in
      volumes  of oil and gas sold.  Volumes of oil and gas sold  decreased  180
      barrels  and 9,887 Mcf,  respectively,  for the six months  ended June 30,
      2005 as compared to the six months  ended June 30,  2004.  The decrease in
      volumes  of oil sold was  primarily  due to (i) a  negative  prior  period
      volume adjustment made by the operator



                                      -77-
<PAGE>



      on one  significant  well during the six months ended June 30, 2005,  (ii)
      positive prior period volume  adjustments made by the operators on several
      wells during the six months ended June 30, 2004, and (iii) normal declines
      in production.  These  decreases  were partially  offset by positive prior
      period  volume  adjustments  made by the  operators on several other wells
      during the six months ended June 30, 2005.  The decrease in volumes of gas
      sold was  primarily due to (i) a negative  prior period volume  adjustment
      made by the operator on one  significant  well during the six months ended
      June 30, 2005,  (ii) normal  declines in production,  and (iii) a positive
      prior period volume adjustment made by the operator on another significant
      well  during the six months  ended June 30,  2004.  These  decreases  were
      partially  offset by positive prior period volume  adjustments made by the
      operators  on several  other  wells  during the six months  ended June 30,
      2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $7,869 (6.2%) for the six months ended June
      30, 2005 as compared to the six months ended June 30, 2004.  This increase
      was  primarily  due to (i)  workover  expenses  incurred on several  wells
      during the six months ended June 30, 2005,  (ii) an increase in production
      taxes  associated  with the  increase  in oil and gas sales,  and (iii) an
      increase in salt water disposal  expenses  incurred on several other wells
      during the six months  ended June 30,  2005 as  compared to the six months
      ended June 30, 2004.  These  increases  were  partially  offset by (i) the
      receipt of ad valorem tax credits on one  significant  well during the six
      months ended June 30, 2005 and (ii) workover  expenses incurred on several
      wells during the six months ended June 30,  2004.  As a percentage  of oil
      and gas sales,  these expenses decreased to 15.2% for the six months ended
      June 30,  2005 from 16.9% for the six months  ended  June 30,  2004.  This
      percentage  decrease  was  primarily  due to the  increase  in oil and gas
      sales.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $2,970  (10.6%)  for the six  months  ended  June  30,  2005 as
      compared  to the six  months  ended  June  30,  2004.  This  increase  was
      primarily due to (i) one significant  well being fully depleted during the
      six months ended June 30, 2005 due to the lack of remaining reserves, (ii)
      an increase in depletable oil and gas properties during 2005 primarily due
      to the drilling of one developmental well, and (iii) downward revisions in
      the  estimates  of  remaining  gas  reserves  since June 30,  2004.  These
      increases were partially offset by the decreases in volumes of oil and gas
      sold. As a percentage of oil and gas sales, this expense decreased to 3.5%
      for the six months  ended June 30, 2005 from 3.8% for the six months ended
      June 30, 2004.



                                      -78-
<PAGE>



      General and  administrative  expenses  increased $1,195 for the six months
      ended June 30, 2005 as compared to the six months ended June 30, 2004.  As
      a percentage of oil and gas sales,  these  expenses  decreased to 8.3% for
      the six months ended June 30, 2005 from 9.7% for the six months ended June
      30, 2004.

      The Limited  Partners have received  cash  distributions  through June 30,
      2005  totaling   $12,646,364  or  137.89%  of  Limited  Partners'  capital
      contributions.





                                      -79-
<PAGE>



ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK

            The Partnerships do not hold any market risk sensitive instruments.

ITEM 4.     CONTROLS AND PROCEDURES

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



                                      -80-
<PAGE>



                                 PART II. OTHER INFORMATION


ITEM I:  LEGAL PROCEEDINGS

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

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




                                      -81-
<PAGE>



      A lawsuit styled Robert W. Scott,  Individually  and as Managing Member of
      R.W.  Scott  Investments,  LLC  v.  Samson  Resources  Company,  Case  No.
      C-01-385, was filed in the District Court of Sweetwater County, Wyoming on
      June 29, 2001.  The lawsuit seeks class action  certification  and alleges
      that Samson  deducted from its payments to royalty and overriding  royalty
      owners  certain  charges  which were  improper  under the Wyoming  royalty
      payment  statutes.  A  number  of these  royalty  and  overriding  royalty
      payments  burdened  the  interests of the II-C and II-D  Partnerships.  In
      February  2003,  Samson  made a  supplemental  payment to the  royalty and
      overriding  royalty  interest  owners who were potential  class members of
      amounts  which were then  thought to have been  improperly  deducted  plus
      statutory  interest  thereon.  The applicable  portions of these payments,
      $2,548.31 and  $26,768.96,  respectively,  were recouped from the II-C and
      II-D  Partnerships  in the first quarter of 2003. The lawsuit also alleges
      that  Samson's  check stubs did not fully comply with the Wyoming  Royalty
      Payment Act.  Samson intends to vigorously  defend this claim.  On May 13,
      2005 the trial court  certified  this lawsuit as a class action and denied
      Samson's motion for summary judgment. On June 25, 2005 the Wyoming Supreme
      Court denied Samson's request for it to review these decisions.


ITEM 6.   EXHIBITS


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

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

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

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

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

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

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



                                      -82-
<PAGE>




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

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

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

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

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

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

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

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

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

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

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

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

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





                                      -83-
<PAGE>




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

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

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

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




                                      -84-
<PAGE>



                                   SIGNATURES

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


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

                                    (Registrant)

                                 BY:   GEODYNE RESOURCES, INC.

                                       General Partner


Date:  August 12, 2005           By:       /s/Dennis R. Neill
                                    --------------------------------
                                          (Signature)
                                          Dennis R. Neill
                                          President


Date:  August 12, 2005           By:      /s/Craig D. Loseke
                                    --------------------------------
                                         (Signature)
                                         Craig D. Loseke
                                         Chief Accounting Officer



                                      -85-
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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

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





                                      -86-
<PAGE>




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

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

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

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

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

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

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

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

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

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

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

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