SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-Q

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

For the quarter ended September 30, 1998

Commission File Number:

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

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


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


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

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

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

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




                                       1
<PAGE>




                        PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

                                    ASSETS

                                             September 30,     December 31,
                                                1998              1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $2,469,615       $  830,584
   Accounts receivable:
      Oil and gas sales                           457,471          837,560
      Other                                             -           20,975
                                               ----------       ----------
        Total current assets                   $2,927,086       $1,689,119

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                4,283,131        4,894,853

DEFERRED CHARGE                                   911,041          911,041
                                               ----------       ----------
                                               $8,121,258       $7,495,013
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   94,369       $  233,246
   Gas imbalance payable                          142,043          142,043
                                               ----------       ----------
        Total current liabilities              $  236,412       $  375,289

ACCRUED LIABILITY                              $  157,050       $  157,050

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  407,608)     ($  387,587)
   Limited Partners, issued and
      outstanding, 484,283 units                8,135,404        7,350,261
                                               ----------       ----------
        Total Partners' capital                $7,727,796       $6,962,674
                                               ----------       ----------
                                               $8,121,258       $7,495,013
                                               ==========       ==========



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



                                       2
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                     GEODYNE PRODUCTION PARTNERSHIP II-A
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,092,544        $1,161,480
   Interest income                                22,091             8,488
   Gain on sale of oil and
      gas properties                              35,623             2,974
                                              ----------        ----------
                                              $1,150,258        $1,172,942

COSTS AND EXPENSES:
   Lease operating                            $  311,930        $  355,007
   Production tax                                 69,778            73,185
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 214,594           189,743
   General and administrative
      (Note 2)                                   138,442           132,162
                                              ----------        ----------
                                              $  734,744        $  750,097
                                              ----------        ----------

NET INCOME                                    $  415,514        $  422,845
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   28,255        $   28,308
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  387,259        $  394,537
                                              ==========        ==========
NET INCOME per unit                           $      .80        $      .81
                                              ==========        ==========
UNITS OUTSTANDING                                484,283           484,283
                                              ==========        ==========


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



                                       3
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                     GEODYNE PRODUCTION PARTNERSHIP II-A
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $3,025,364        $4,185,360
   Interest income                                40,695            25,515
   Gain on sale of oil and
      gas properties                             688,344            59,998
   Contract settlement income
      (Note 1)                                 1,710,190                 -
                                              ----------        ----------
                                              $5,464,593        $4,270,873

COSTS AND EXPENSES:
   Lease operating                            $  908,775        $1,081,370
   Production tax                                184,851           253,273
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 538,091           579,410
   Impairment provision                                -           684,276
   General and administrative
      (Note 2)                                   443,790           459,472
                                              ----------        ----------
                                              $2,075,507        $3,057,801
                                              ----------        ----------

NET INCOME                                    $3,389,086        $1,213,072
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  188,943        $  109,925
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $3,200,143        $1,103,147
                                              ==========        ==========
NET INCOME per unit                           $     6.61        $     2.28
                                              ==========        ==========
UNITS OUTSTANDING                                484,283           484,283
                                              ==========        ==========



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



                                       4
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                     GEODYNE PRODUCTION PARTNERSHIP II-A
                      COMBINED STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)
                                                 1998              1997
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $3,389,086        $1,213,072
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               538,091           579,410
      Impairment provision                             -           684,276
      Gain on sale of oil and gas
        properties                           (   688,344)      (    59,998)
      Decrease in accounts receivable -
        oil and gas sales                        380,089           269,172
      Decrease in accounts receivable -
        other                                     20,975                 -
      Decrease in accounts payable           (   138,877)      (    89,346)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $3,501,020        $2,596,586
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($   22,565)      ($  132,062)
   Proceeds from sale of oil and
      gas properties                             784,540            67,978
                                              ----------        ----------
Net cash provided (used) by
   investing activities                       $  761,975       ($   64,084)
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($2,623,964)      ($2,704,202)
                                              ----------        ----------
Net cash used by financing activities        ($2,623,964)      ($2,702,202)
                                              ----------        ----------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                       $1,639,031       ($  171,700)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           830,584           875,918
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $2,469,615        $  704,218
                                              ==========        ==========


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



                                       5
<PAGE>



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

                                    ASSETS

                                             September 30,     December 31,
                                                1998              1997
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $2,944,027        $  644,574
   Accounts receivable:
      Oil and gas sales                          349,712           565,152
                                              ----------        ----------
        Total current assets                  $3,293,739        $1,209,726

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,770,394         3,035,158

DEFERRED CHARGE                                  169,811           169,811
                                              ----------        ----------
                                              $6,233,944        $4,414,695
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   65,046        $  141,754
   Gas imbalance payable                          24,671            24,671
                                              ----------        ----------
        Total current liabilities             $   89,717        $  166,425

ACCRUED LIABILITY                             $   88,519        $   88,519

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  316,565)      ($  305,223)
   Limited Partners, issued and
      outstanding, 361,719 units               6,372,273         4,464,974
                                              ----------        ----------
        Total Partners' capital               $6,055,708        $4,159,751
                                              ----------        ----------
                                              $6,233,944        $4,414,695
                                              ==========        ==========



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



                                       6
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                     GEODYNE PRODUCTION PARTNERSHIP II-B
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                1998               1997
                                              --------           ---------

REVENUES:
   Oil and gas sales                          $543,938            $785,354
   Interest income                              24,180               4,899
   Gain on sale of oil and
      gas properties                             3,649               5,301
                                              --------            --------
                                              $571,767            $795,554

COSTS AND EXPENSES:
   Lease operating                            $210,925            $231,394
   Production tax                               33,204              56,100
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                95,742             129,584
   General and administrative
      (Note 2)                                 103,430              95,212
                                              --------            --------
                                              $443,301            $512,290
                                              --------            --------

NET INCOME                                    $128,466            $283,264
                                              ========            ========
GENERAL PARTNER - NET INCOME                  $  9,044            $ 19,102
                                              ========            ========
LIMITED PARTNERS - NET INCOME                 $119,422            $264,162
                                              ========            ========
NET INCOME per unit                           $    .33            $    .73
                                              ========            ========
UNITS OUTSTANDING                              361,719             361,719
                                              ========            ========



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



                                       7
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                     GEODYNE PRODUCTION PARTNERSHIP II-B
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,973,911        $2,844,739
   Interest income                                33,865            14,890
   Gain on sale of oil and
      gas properties                              66,824            55,777
   Contract settlement income
      (Note 1)                                 2,793,295                 -
                                              ----------        ----------
                                              $4,867,895        $2,915,406

COSTS AND EXPENSES:
   Lease operating                            $  630,942        $  711,273
   Production tax                                119,036           185,792
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 296,713           391,440
   Impairment provision                                -           530,988
   General and administrative
      (Note 2)                                   333,336           352,750
                                              ----------        ----------
                                              $1,380,027        $2,172,243
                                              ----------        ----------

NET INCOME                                    $3,487,868        $  743,163
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  184,569        $   73,311
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $3,303,299        $  669,852
                                              ==========        ==========
NET INCOME per unit                           $     9.13        $     1.85
                                              ==========        ==========
UNITS OUTSTANDING                                361,719           361,719
                                              ==========        ==========


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



                                       8
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                     GEODYNE PRODUCTION PARTNERSHIP II-B
                      COMBINED STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $3,487,868        $  743,163
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               296,713           391,440
      Impairment provision                             -           530,988
      Gain on sale of oil and gas
        properties                           (    66,824)      (    55,777)
      Decrease in accounts receivable -
        oil and gas sales                        215,440           179,777
      Decrease in accounts payable           (    76,708)      (   108,250)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $3,856,489        $1,681,341
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($   43,519)       $        -
   Proceeds from sale of oil and
      gas properties                              78,394            57,264
                                              ----------        ----------
Net cash provided by investing
   activities                                 $   34,875        $   57,264
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,591,911)      ($1,815,198)
                                              ----------        ----------
Net cash used by financing activities        ($1,591,911)      ($1,815,198)
                                              ----------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $2,299,453       ($   76,593)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           644,574           569,257
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $2,944,027        $  492,664
                                              ==========        ==========



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



                                       9
<PAGE>



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

                                    ASSETS

                                             September 30,     December 31,
                                                1998              1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $1,302,424       $  358,095
   Accounts receivable:
      Oil and gas sales                           158,011          273,399
      Other                                             -            1,931
                                               ----------       ----------
        Total current assets                   $1,460,435       $  633,425

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,440,402        1,667,269

DEFERRED CHARGE                                   139,621          139,621
                                               ----------       ----------
                                               $3,040,458       $2,440,315
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   25,743       $   33,293
   Gas imbalance payable                           22,563           22,563
                                               ----------       ----------
        Total current liabilities              $   48,306       $   55,856

ACCRUED LIABILITY                              $   49,647       $   49,647

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  133,357)     ($  123,277)
   Limited Partners, issued and
      outstanding, 154,621 units                3,075,862        2,458,089
                                               ----------       ----------
        Total Partners' capital                $2,942,505       $2,334,812
                                               ----------       ----------
                                               $3,040,458       $2,440,315
                                               ==========       ==========



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



                                       10
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                     GEODYNE PRODUCTION PARTNERSHIP II-C
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ---------          ---------

REVENUES:
   Oil and gas sales                          $253,933            $374,214
   Interest income                              10,759               3,029
   Gain (loss) on sale of oil
      and gas properties                     (   7,362)              9,147
                                              --------            --------
                                              $257,330            $386,390

COSTS AND EXPENSES:
   Lease operating                            $ 75,529            $ 93,561
   Production tax                               15,445              30,342
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                52,158              50,655
   General and administrative
      (Note 2)                                  44,210              40,690
                                              --------            --------
                                              $187,342            $215,248
                                              --------            --------

NET INCOME                                    $ 69,988            $171,142
                                              ========            ========
GENERAL PARTNER - NET INCOME                  $  5,048            $ 10,432
                                              ========            ========
LIMITED PARTNERS - NET INCOME                 $ 64,940            $160,710
                                              ========            ========
NET INCOME per unit                           $    .42            $   1.04
                                              ========            ========
UNITS OUTSTANDING                              154,621             154,621
                                              ========            ========



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



                                       11
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                     GEODYNE PRODUCTION PARTNERSHIP II-C
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $  896,558        $1,316,380
   Interest income                                17,869             8,800
   Gain on sale of oil and
      gas properties                             191,496            99,495
   Contract settlement income
      (Note 1)                                 1,197,148                 -
                                              ----------        ----------
                                              $2,303,071        $1,424,675

COSTS AND EXPENSES:
   Lease operating                            $  235,610        $  291,975
   Production tax                                 58,186            95,165
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 161,756           157,584
   Impairment provision                                -            66,617
   General and administrative
      (Note 2)                                   142,940           151,422
                                              ----------        ----------
                                              $  598,492        $  762,763
                                              ----------        ----------

NET INCOME                                    $1,704,579        $  661,912
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   90,806        $   41,624
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,613,773        $  620,288
                                              ==========        ==========
NET INCOME per unit                           $    10.44        $     4.01
                                              ==========        ==========
UNITS OUTSTANDING                                154,621           154,621
                                              ==========        ==========



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



                                       12
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                     GEODYNE PRODUCTION PARTNERSHIP II-C
                      COMBINED STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)
                                                 1998              1997
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $1,704,579        $  661,912
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               161,756           157,584
      Impairment provision                             -            66,617
      Gain on sale of oil and gas
        properties                           (   191,496)      (    99,495)
      Decrease in accounts receivable -
        oil and gas sales                        115,388            89,995
      Decrease in accounts receivable -
        other                                      1,931             -
      Decrease in accounts payable           (     7,550)      (    36,386)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $1,784,608        $  840,227
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($   18,306)      ($    6,070)
   Proceeds from sale of oil and
      gas properties                             274,913           139,470
                                              ----------        ----------
Net cash provided by investing
   activities                                 $  256,607        $  133,400
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,096,886)      ($1,107,612)
                                              ----------        ----------
Net cash used by financing activities        ($1,096,886)      ($1,107,612)
                                              ----------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $  944,329       ($  133,985)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           358,095           387,334
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $1,302,424        $  253,349
                                              ==========        ==========


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



                                       13
<PAGE>



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

                                    ASSETS

                                             September 30,     December 31,
                                                1998              1997
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $3,311,975        $1,151,142
   Accounts receivable:
      Oil and gas sales                          300,304           646,750
      General Partner (Note 2)                       363                 -
      Other                                            -            20,267
                                              ----------        ----------
        Total current assets                  $3,612,642        $1,818,159

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,901,295         3,417,760

DEFERRED CHARGE                                  544,345           544,345
                                              ----------        ----------
                                              $7,058,282        $5,780,264
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   77,417        $   86,058
   Gas imbalance payable                         107,004           107,004
                                              ----------        ----------
        Total current liabilities             $  184,421        $  193,062

ACCRUED LIABILITY                             $  239,083        $  239,083

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  251,127)      ($  224,003)
   Limited Partners, issued and
      outstanding, 314,878 units               6,885,905         5,572,122
                                              ----------        ----------
        Total Partners' capital               $6,634,778        $5,348,119
                                              ----------        ----------
                                              $7,058,282        $5,780,264
                                              ==========        ==========



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



                                       14
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                     GEODYNE PRODUCTION PARTNERSHIP II-D
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                1998               1997
                                              ---------         ----------

REVENUES:
   Oil and gas sales                          $540,255            $865,030
   Interest income                              27,851               7,774
   Gain on sale of oil and
      gas properties                             9,650              11,706
   Contract settlement income
      (Note 1)                                     363                   -
                                              --------            --------
                                              $578,119            $884,510

COSTS AND EXPENSES:
   Lease operating                            $222,073            $237,324
   Production tax                               34,797              71,475
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               110,762             134,830
   General and administrative
      (Note 2)                                  90,053              81,438
                                              --------            --------
                                              $457,685            $525,067
                                              --------            --------

NET INCOME                                    $120,434            $359,443
                                              ========            ========
GENERAL PARTNER - NET INCOME                  $  9,060            $ 22,976
                                              ========            ========
LIMITED PARTNERS - NET INCOME                 $111,374            $336,467
                                              ========            ========
NET INCOME per unit                           $    .36            $   1.07
                                              ========            ========
UNITS OUTSTANDING                              314,878             314,878
                                              ========            ========



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



                                       15
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                     GEODYNE PRODUCTION PARTNERSHIP II-D
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,885,766        $3,144,982
   Interest income                                47,221            22,896
   Gain on sale of oil and
      gas properties                             518,545            97,096
   Contract settlement income
      (Note 1)                                 3,033,646                 -
                                              ----------        ----------
                                              $5,485,178        $3,264,974

COSTS AND EXPENSES:
   Lease operating                            $  707,939        $  766,404
   Production tax                                137,214           237,926
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 338,145           443,565
   Impairment provision                                -           143,957
   General and administrative
      (Note 2)                                   290,356           311,476
                                              ----------        ----------
                                              $1,473,654        $1,903,328
                                              ----------        ----------

NET INCOME                                    $4,011,524        $1,361,646
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  211,741        $   90,438
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $3,799,783        $1,271,208
                                              ==========        ==========
NET INCOME per unit                           $    12.07        $     4.04
                                              ==========        ==========
UNITS OUTSTANDING                                314,878           314,878
                                              ==========        ==========



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



                                       16
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                     GEODYNE PRODUCTION PARTNERSHIP II-D
                      COMBINED STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)
                                                1998               1997
                                             -----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $4,011,524        $1,361,646
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               338,145           443,565
      Impairment provision                             -           143,957
      Gain on sale of oil and gas
        properties                           (   518,545)      (    97,096)
      Decrease in accounts receivable -
        oil and gas sales                        346,446           180,649
      Increase in accounts receivable -
        General Partner                      (       363)                -
      Decrease in accounts receivable -
        other                                     20,267                 -
      Decrease in accounts payable           (     8,641)      (    71,308)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $4,188,833        $1,961,413
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($    1,639)      ($   45,321)
   Proceeds from sale of oil and
      gas properties                             698,504           202,663
                                              ----------        ----------
Net cash provided by investing
   activities                                 $  696,865        $  157,342
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($2,724,865)      ($2,430,195)
                                              ----------        ----------
Net cash used by financing activities        ($2,724,865)      ($2,430,195)
                                              ----------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $2,160,833       ($  311,440)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         1,151,142           906,737
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $3,311,975        $  595,297
                                              ==========        ==========
         The accompanying condensed notes are an integral part of these
                         combined financial statements.



                                       17
<PAGE>



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

                                    ASSETS

                                             September 30,     December 31,
                                                1998              1997
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $6,309,572        $  670,777
   Accounts receivable:
      Oil and gas sales                          185,330           415,377
      General Partner (Note 2)                       736                 -
      Other                                            -               110
                                              ----------        ----------
        Total current assets                  $6,495,638        $1,086,264

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,540,301         2,841,080

DEFERRED CHARGE                                  330,531           330,531
                                              ----------        ----------
                                              $9,366,470        $4,257,875
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   38,850        $  100,603
   Gas imbalance payable                         171,089           171,089
                                              ----------        ----------
        Total current liabilities             $  209,939        $  271,692

ACCRUED LIABILITY                             $   63,625        $   63,625

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  182,720)      ($  172,017)
   Limited Partners, issued and
      outstanding, 228,821 units               9,275,626         4,094,575
                                              ----------        ----------
        Total Partners' capital               $9,092,906        $3,922,558
                                              ----------        ----------
                                              $9,366,470        $4,257,875
                                              ==========        ==========


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



                                       18
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                     GEODYNE PRODUCTION PARTNERSHIP II-E
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                               1998                1997
                                             ---------           ---------

REVENUES:
   Oil and gas sales                          $366,664            $591,192
   Interest income                              52,456               6,347
   Gain on sale of oil and
      gas properties                             6,200                 963
   Contract settlement income
      (Note 1)                                     736                   -
                                              --------            --------
                                              $426,056            $598,502

COSTS AND EXPENSES:
   Lease operating                            $120,322            $115,568
   Production tax                               26,860              45,879
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               123,671             154,394
   General and administrative
      (Note 2)                                  65,460              49,977
                                              --------            --------
                                              $336,313            $365,818
                                              --------            --------

NET INCOME                                    $ 89,743            $232,684
                                              ========            ========
GENERAL PARTNER - NET INCOME                  $  6,811            $ 17,492
                                              ========            ========
LIMITED PARTNERS - NET INCOME                 $ 82,932            $215,192
                                              ========            ========
NET INCOME per unit                           $    .36            $    .94
                                              ========            ========
UNITS OUTSTANDING                              228,821             228,821
                                              ========            ========



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



                                       19
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                     GEODYNE PRODUCTION PARTNERSHIP II-E
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,257,494        $1,971,161
   Interest income                                63,149            15,984
   Gain on sale of oil and
      gas properties                             326,675            52,735
   Contract settlement income
      (Note 1)                                 6,159,355                 -
                                              ----------        ----------
                                              $7,806,673        $2,039,880

COSTS AND EXPENSES:
   Lease operating                            $  363,625        $  510,128
   Production tax                                 90,804           160,288
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 382,374           470,431
   Impairment provision                                -           992,851
   General and administrative
      (Note 2)                                   214,935           251,258
                                              ----------        ----------
                                              $1,051,738        $2,384,956
                                              ----------        ----------

NET INCOME (LOSS)                             $6,754,935       ($  345,076)
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  349,884        $   40,478
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)          $6,405,051       ($  385,554)
                                              ==========        ==========
NET INCOME (LOSS) per unit                    $    27.99       ($     1.68)
                                              ==========        ==========
UNITS OUTSTANDING                                228,821           228,821
                                              ==========        ==========


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


                                       20
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                     GEODYNE PRODUCTION PARTNERSHIP II-E
                      COMBINED STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                               ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                           $6,754,935      ($  345,076)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                382,374          470,431
      Impairment provision                              -          992,851
      Gain on sale of oil and gas
        properties                            (   326,675)     (    52,735)
      Decrease in accounts receivable -
        oil and gas sales                         230,047          125,464
      Increase in accounts receivable -
        General Partner                       (       736)     (    12,023)
      Decrease in accounts receivable -
        other                                         110                -
      Decrease in accounts payable            (    61,753)     (    82,021)
                                               ----------       ----------
Net cash provided by operating
   activities                                  $6,978,302       $1,096,891
                                               ----------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($  110,926)     ($    5,314)
   Proceeds from sale of oil and
      gas properties                              356,006          273,731
                                               ----------       ----------
Net cash provided by investing
   activities                                  $  245,080       $  268,417
                                               ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($1,584,587)     ($1,364,505)
                                               ----------       ----------
Net cash used by financing activities         ($1,584,587)     ($1,364,505)
                                               ----------       ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                 $5,638,795       $      803

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            670,777          528,765
                                               ----------       ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $6,309,572       $  529,568
                                               ==========       ==========

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



                                       21
<PAGE>



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

                                    ASSETS

                                             September 30,     December 31,
                                                1998              1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  205,738       $  741,852
   Accounts receivable:
      Oil and gas sales                           163,849          334,094
      Other                                             -               43
                                               ----------       ----------
        Total current assets                   $  369,587       $1,075,989

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                2,148,750        2,432,033

DEFERRED CHARGE                                    56,867           56,867
                                               ----------       ----------
                                               $2,575,204       $3,564,889
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   23,932       $   64,348
   Gas imbalance payable                           25,184           25,184
                                               ----------       ----------
        Total current liabilities              $   49,116       $   89,532

ACCRUED LIABILITY                              $   27,907       $   27,907

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  153,067)     ($  143,355)
   Limited Partners, issued and
      outstanding, 171,400 units                2,651,248        3,590,805
                                               ----------       ----------
        Total Partners' capital                $2,498,181       $3,447,450
                                               ----------       ----------
                                               $2,575,204       $3,564,889
                                               ==========       ==========



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



                                       22
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                     GEODYNE PRODUCTION PARTNERSHIP II-F
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------         ---------

REVENUES:
   Oil and gas sales                            $266,881          $498,151
   Interest income                                 6,023             5,395
   Gain (loss) on sale of oil
      and gas properties                       (   1,643)            4,202
                                                --------          --------
                                                $271,261          $507,748

COSTS AND EXPENSES:
   Lease operating                              $ 69,935          $ 62,365
   Production tax                                 19,525            31,954
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  77,170           102,584
   General and administrative
      (Note 2)                                    49,088            48,174
                                                --------          --------
                                                $215,718          $245,077
                                                --------          --------

NET INCOME                                      $ 55,543          $262,671
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  5,563          $ 16,967
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $ 49,980          $245,704
                                                ========          ========
NET INCOME per unit                             $    .30          $   1.43
                                                ========          ========
UNITS OUTSTANDING                                171,400           171,400
                                                ========          ========


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



                                       23
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                     GEODYNE PRODUCTION PARTNERSHIP II-F
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,087,834        $1,674,566
   Interest income                                16,066            13,485
   Gain on sale of oil and
      gas properties                             654,302           170,970
                                              ----------        ----------
                                              $1,758,202        $1,859,021

COSTS AND EXPENSES:
   Lease operating                            $  218,337        $  239,983
   Production tax                                 73,986           116,832
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 254,409           308,123
   Impairment provision                                -         1,377,160
   General and administrative
      (Note 2)                                   155,874           157,930
                                              ----------        ----------
                                              $  702,606        $2,200,028
                                              ----------        ----------

NET INCOME (LOSS)                             $1,055,596       ($  341,007)
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   62,153        $   49,687
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)          $  993,443       ($  390,694)
                                              ==========        ==========
NET INCOME (LOSS) per unit                    $     5.80       ($     2.28)
                                              ==========        ==========
UNITS OUTSTANDING                                171,400           171,400
                                              ==========        ==========



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



                                       24
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                     GEODYNE PRODUCTION PARTNERSHIP II-F
                      COMBINED STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                          $1,055,596       ($  341,007)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               254,409           308,123
      Impairment provision                             -         1,377,160
      Gain on sale of oil and gas
        properties                           (   654,302)      (   170,970)
      Decrease in accounts receivable -
        oil and gas sales                        170,245            90,641
      Increase in accounts receivable -
        General Partner                                -       (    14,104)
      Decrease in accounts receivable -
        other                                         43                 -
      Decrease in accounts payable           (    40,416)      (    18,443)
                                              ----------        ----------
Net cash provided by operating-
   activities                                 $  785,575        $1,231,400
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($   34,281)      ($   51,001)
   Proceeds from sale of oil and
      gas properties                             717,457           362,751
                                              ----------        ----------
Net cash provided by investing
   activities                                 $  683,176        $  311,750
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($2,004,865)      ($1,627,572)
                                              ----------        ----------
Net cash used by financing activities        ($2,004,865)      ($1,627,572)
                                              ----------        ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                               ($  536,114)      ($   84,422)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           741,852           441,903
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  205,738        $  357,481
                                              ==========        ==========

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



                                       25
<PAGE>



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

                                    ASSETS

                                             September 30,     December 31,
                                                1998              1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  438,860       $1,564,325
   Accounts receivable:
      Oil and gas sales                           348,460          710,336
                                               ----------       ----------
        Total current assets                   $  787,320       $2,274,661

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                4,633,558        5,237,082

DEFERRED CHARGE                                   123,977          123,977
                                               ----------       ----------
                                               $5,544,855       $7,635,720
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   51,252       $  135,761
   Gas imbalance payable                           57,250           57,250
                                               ----------       ----------
        Total current liabilities              $  108,502       $  193,011

ACCRUED LIABILITY                              $   64,109       $   64,109

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  333,155)     ($  312,392)
   Limited Partners, issued and
      outstanding, 372,189 units                5,705,399        7,690,992
                                               ----------       ----------
        Total Partners' capital                $5,372,244       $7,378,600
                                               ----------       ----------
                                               $5,544,855       $7,635,720
                                               ==========       ==========


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



                                       26
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                     GEODYNE PRODUCTION PARTNERSHIP II-G
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                1998               1997
                                              --------          ----------

REVENUES:
   Oil and gas sales                          $561,811          $1,057,832
   Interest income                              12,836              11,851
   Gain (loss) on sale of oil
      and gas properties                     (   3,499)              8,936
                                              --------          ----------
                                              $571,148          $1,078,619

COSTS AND EXPENSES:
   Lease operating                            $149,170          $  132,956
   Production tax                               42,199              68,972
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               163,274             223,052
   General and administrative
      (Note 2)                                 106,564             104,590
                                              --------          ----------
                                              $461,207          $  529,570
                                              --------          ----------

NET INCOME                                    $109,941          $  549,049
                                              ========          ==========
GENERAL PARTNER - NET INCOME                  $ 11,386          $   35,782
                                              ========          ==========
LIMITED PARTNERS - NET INCOME                 $ 98,555          $  513,267
                                              ========          ==========
NET INCOME per unit                           $    .27          $     1.38
                                              ========          ==========
UNITS OUTSTANDING                              372,189             372,189
                                              ========          ==========


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



                                       27
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                     GEODYNE PRODUCTION PARTNERSHIP II-G
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $2,310,367        $3,575,321
   Interest income                                34,323            29,082
   Gain on sale of oil and
      gas properties                           1,368,785           338,421
                                              ----------        ----------
                                              $3,713,475        $3,942,824

COSTS AND EXPENSES:
   Lease operating                            $  465,999        $  520,538
   Production tax                                159,598           254,993
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 543,788           672,926
   Impairment provision                                -         3,101,656
   General and administrative
      (Note 2)                                   338,361           342,749
                                              ----------        ----------
                                              $1,507,746        $4,892,862
                                              ----------        ----------

NET INCOME (LOSS)                             $2,205,729       ($  950,038)
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  130,322        $  102,027
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)          $2,075,407       ($1,052,065)
                                              ==========        ==========
NET INCOME (LOSS) per unit                    $     5.58       ($     2.83)
                                              ==========        ==========
UNITS OUTSTANDING                                372,189           372,189
                                              ==========        ==========


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



                                       28
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                     GEODYNE PRODUCTION PARTNERSHIP II-G
                      COMBINED STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              -----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                          $2,205,729       ($  950,038)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               543,788           672,926
      Impairment provision                             -         3,101,656
      Gain on sale of oil and gas
        properties                           ( 1,368,785)      (   338,421)
      Decrease in accounts receivable -
        oil and gas sales                        361,876           187,687
      Increase in accounts receivable -
        General Partner                                -       (    26,836)
      Decrease in accounts payable           (    84,509)      (    40,554)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $1,658,099        $2,606,420
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($   74,175)      ($  111,222)
   Proceeds from sale of oil and
      gas properties                           1,502,696           827,570
                                              ----------        ----------
Net cash provided by investing
   activities                                 $1,428,521        $  716,348
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($4,212,085)      ($3,497,542)
                                              ----------        ----------
Net cash used by financing activities        ($4,212,085)      ($3,497,542)
                                              ----------        ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                               ($1,125,465)      ($  174,774)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         1,564,325           932,165
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  438,860        $  757,391
                                              ==========        ==========

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



                                       29
<PAGE>



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

                                    ASSETS

                                             September 30,     December 31,
                                                1998              1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  103,052       $  364,502
   Accounts receivable:
      Oil and gas sales                            82,736          168,833
                                               ----------       ----------
        Total current assets                   $  185,788       $  533,335

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,085,656        1,225,295

DEFERRED CHARGE                                    29,519           29,519
                                               ----------       ----------
                                               $1,300,963       $1,788,149
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   12,393       $   31,925
   Gas imbalance payable                           13,149           13,149
                                               ----------       ----------
        Total current liabilities              $   25,542       $   45,074

ACCRUED LIABILITY                              $   14,648       $   14,648

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   83,715)     ($   78,796)
   Limited Partners, issued and
      outstanding, 91,711 units                 1,344,488        1,807,223
                                               ----------       ----------
        Total Partners' capital                $1,260,773       $1,728,427
                                               ----------       ----------
                                               $1,300,963       $1,788,149
                                               ==========       ==========


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



                                       30
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                     GEODYNE PRODUCTION PARTNERSHIP II-H
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                                --------        ----------

REVENUES:
   Oil and gas sales                            $136,780          $251,228
   Interest income                                 2,866             2,856
   Gain (loss) on sale of oil
      and gas properties                       (     836)            1,884
                                                --------          --------
                                                $138,810          $255,968

COSTS AND EXPENSES:
   Lease operating                              $ 35,793          $ 31,913
   Production tax                                 10,703            16,847
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  38,690            52,896
   General and administrative
      (Note 2)                                    26,255            25,770
                                                --------          --------
                                                $111,441          $127,426
                                                --------          --------

NET INCOME                                      $ 27,369          $128,542
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  2,772          $  8,400
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $ 24,597          $120,142
                                                ========          ========
NET INCOME per unit                             $    .27          $   1.31
                                                ========          ========
UNITS OUTSTANDING                                 91,711            91,711
                                                ========          ========



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



                                       31
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                     GEODYNE PRODUCTION PARTNERSHIP II-H
                      COMBINED STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                                --------        ----------

REVENUES:
   Oil and gas sales                            $549,753        $  861,261
   Interest income                                 7,688             6,812
   Gain on sale of oil and
      gas properties                             314,187            77,387
                                                --------        ----------
                                                $871,628        $  945,460

COSTS AND EXPENSES:
   Lease operating                              $111,982        $  129,217
   Production tax                                 39,027            63,674
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 126,775           161,226
   Impairment provision                                -           785,220
   General and administrative
      (Note 2)                                    83,369            84,415
                                                --------        ----------
                                                $361,153        $1,223,752
                                                --------        ----------

NET INCOME (LOSS)                               $510,475       ($  278,292)
                                                ========        ==========
GENERAL PARTNER - NET INCOME                    $ 30,210        $   23,603
                                                ========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)            $480,265       ($  301,895)
                                                ========        ==========
NET INCOME (LOSS) per unit                      $   5.24       ($     3.29)
                                                ========        ==========
UNITS OUTSTANDING                                 91,711            91,711
                                                ========        ==========



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



                                       32
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                     GEODYNE PRODUCTION PARTNERSHIP II-H
                      COMBINED STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                               ---------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                            $510,475         ($278,292)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               126,775           161,226
      Impairment provision                             -           785,220
      Gain on sale of oil and gas
        properties                             ( 314,187)        (  77,387)
      Decrease in accounts receivable -
        oil and gas sales                         86,097            43,323
      Increase in accounts receivable -
        General Partner                                -         (   5,060)
      Decrease in accounts payable             (  19,532)        (  10,183)
                                                --------          --------
Net cash provided by operating
   activities                                   $389,628          $618,847
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 18,222)        ($ 27,686)
   Proceeds from sale of oil and
      gas properties                             345,273           221,575
                                                --------          --------
Net cash provided by investing
   activities                                   $327,051          $193,889
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($978,129)        ($856,819)
                                                --------          --------
Net cash used by financing activities          ($978,129)        ($856,819)
                                                --------          --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($261,450)        ($ 44,083)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           364,502           221,484
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $103,052          $177,401
                                                ========          ========

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


                                       33
<PAGE>



            GEODYNE ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
             CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 1998
                                  (Unaudited)


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

      The combined balance sheets as of September 30, 1998,  combined statements
      of operations  for the three and nine months ended  September 30, 1998 and
      1997,  and  combined  statements  of cash flows for the nine months  ended
      September 30, 1998 and 1997 have been prepared by Geodyne Resources, Inc.,
      the  General  Partner of the limited  partnerships,  without  audit.  Each
      limited partnership is a general partner in the related Geodyne Production
      Partnership  in which  Geodyne  Resources,  Inc.  serves  as the  managing
      partner.  Unless the context  indicates  otherwise,  all  references  to a
      "Partnership"  or  the   "Partnerships"  are  references  to  the  limited
      partnership and its related production partnership,  collectively, and all
      references to the "General  Partner" are references to the general partner
      of the limited  partnerships  and the managing  partner of the  production
      partnerships,  collectively.  In the opinion of  management  the financial
      statements referred to above include all necessary adjustments, consisting
      of normal recurring adjustments,  to present fairly the combined financial
      position at September 30, 1998, the combined results of operations for the
      three and nine months ended  September 30, 1998 and 1997, and the combined
      cash flows for the nine months ended September 30, 1998 and 1997.

      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, 1997. The
      results of  operations  for the period  ended  September  30, 1998 are not
      necessarily indicative of the results to be expected for the full year.

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




                                       34
<PAGE>



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

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

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

      When complete units of depreciable property are retired or sold, the asset
      cost and related accumulated  depreciation are eliminated with any gain or
      loss  reflected in income.  When less than complete  units of  depreciable
      property  are  retired  or sold,  the  difference  between  asset cost and
      salvage value is charged to accumulated depreciation.

      Statement of Financial  Accounting Standards ("SFAS") No. 121, "Accounting
      for the  Impairment  of Long Lived  Assets and Assets Held for  Disposal",
      requires successful efforts companies, like the Partnerships,  to evaluate
      the  recoverability  of the  carrying  costs of their  proved  oil and gas
      properties at the lowest level for which there are identifiable cash flows
      that are largely  independent of the cash flows of other groups of oil and
      gas properties.  With respect to the Partnerships' oil and gas properties,
      this evaluation was performed for each field.  SFAS No. 121, provides that
      if the  unamortized  costs of oil and gas properties for each field exceed
      the expected undiscounted future cash flows from such properties, the cost
      of the properties is written down to fair value, which is



                                       35
<PAGE>



      determined by using the discounted  future cash flows from the properties.
      The Partnerships  recorded a non-cash charge against earnings  (impairment
      provision)  during the nine months ended  September  30, 1997  pursuant to
      SFAS No. 121 as follows:

                  Partnership                      Amount
                  -----------                    -----------
                    II-A                         $  684,276
                    II-B                            530,988
                    II-C                             66,617
                    II-D                            143,957
                    II-E                            992,851
                    II-F                          1,377,160
                    II-G                          3,101,656
                    II-H                            785,220

      No such charge was  recorded  during the nine months ended  September  30,
      1998.  The risk that the  Partnerships  will be  required  to record  such
      impairment  provisions in the future increases when oil and gas prices are
      depressed.

      CONTRACT SETTLEMENT INCOME
      --------------------------

      On July 30, 1998 an arbitration and lawsuit involving  Geodyne  Resources,
      Inc. as General  Partner of the Geodyne II-A,  II-B,  II-C,  II-D and II-E
      Partnerships  and other  plaintiffs  against a gas  purchaser was settled.
      This matter involved claims for take or pay  deficiencies  and gas pricing
      issues  arising out of a gas purchase  contract  pursuant to which the gas
      purchaser  purchased gas from the Geodyne II-A,  II-B, II-C, II-D and II-E
      Partnerships and other owners. The settlement  resolves all issues between
      the parties concerning this contract.

      As a result  of this  settlement,  the  II-A,  II-B,  II-C,  II-D and II-E
      Partnerships  received  in  August  1998 and  October  1998 the  following
      amounts:

                                AUGUST        OCTOBER
            PARTNERSHIP          1998           1998          TOTAL
            -----------       ----------     --------       ----------
               II-A           $1,710,190        $  -        $1,710,190
               II-B            2,793,295           -         2,793,295
               II-C            1,197,148           -         1,197,148
               II-D            3,033,283         363         3,033,646
               II-E            6,158,619         736         6,159,355





                                       36
<PAGE>



      The amounts received in August 1998 were accrued at June 30, 1998 and will
      be included in the II-A, II-B, II-C, II-D and II-E Partnerships'  November
      1998 cash  distributions.  The amounts  received  in October  1998 will be
      included  in  the  II-D  and  II-E   Partnership's   February   1999  cash
      distributions.  The amounts  received in October  1998 are included in the
      "Accounts Receivable - General Partner" on the accompanying balance sheets
      at September 30, 1998. These amounts were related to an overriding royalty
      interest owned by the II-D and II-E  Partnerships  in one well involved in
      the settlement.


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

      The Partnerships'  Partnership Agreements provide for reimbursement to the
      General Partner for all direct general and administrative expenses and for
      the general and  administrative  overhead  applicable to the  Partnerships
      based on an allocation of actual costs  incurred.  During the three months
      ended  September 30, 1998 the following  payments were made to the General
      Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               II-A                  $10,999                 $127,443
               II-B                    8,240                   95,190
               II-C                    3,521                   40,689
               II-D                    7,190                   82,863
               II-E                    5,244                   60,216
               II-F                    3,983                   45,105
               II-G                    8,620                   97,944
               II-H                    2,120                   24,135

      During the nine months ended  September  30, 1998 the  following  payments
      were made to the General Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               II-A                 $ 61,461                 $382,329
               II-B                   47,766                  285,570
               II-C                   20,873                  122,067
               II-D                   41,767                  248,589
               II-E                   34,287                  180,648
               II-F                   20,559                  135,315
               II-G                   44,529                  293,832
               II-H                   10,964                   72,405




                                       37
<PAGE>



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

      The receivable from the General Partner at September 30, 1998 for the II-D
      and II-E  Partnerships  represents  contract  settlement income associated
      with an  overriding  royalty  interest  owned in one well  involved in the
      arbitration  and lawsuit  discussed in Note 1. Subsequent to September 30,
      1998 such receivable was collected by the II-D and II-E Partnerships.





                                       38
<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.



                                       39
<PAGE>



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

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

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

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

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

      Net proceeds from the  operations  less  necessary  operating  capital are
      distributed to the Limited Partners on a quarterly basis. Revenues and net
      proceeds of a Partnership  are largely  dependent  upon the volumes of oil
      and gas sold and the  prices  received  for  such oil and gas.  While  the
      General  Partner cannot predict  future  pricing  trends,  it believes the
      working  capital  available as of  September  30, 1998 and the net revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

      The  Partnerships'  Statements  of Cash  Flows for the nine  months  ended
      September  30,  1998  include  proceeds  from  the  sale  of oil  and  gas
      properties.  The proceeds  received  during the first quarter of 1998 were
      included in the Partnerships' cash distributions paid during May 1998, the
      proceeds  received  during the second quarter of 1998 were included in the
      Partnerships' cash distributions paid during August 1998, and the proceeds
      received  during  the  third  quarter  of  1998  will be  included  in the
      Partnerships'  cash  distributions  to be paid  in  November  1998.  It is
      possible  that  the  Partnerships'   repurchase  values  and  future  cash
      distributions  could  decline  as a  result  of the  disposition  of these
      properties.  On the other hand, the General Partner believes there will be
      beneficial operating  efficiencies related to the Partnerships'  remaining
      properties. This is



                                       40
<PAGE>



      primarily due to the fact that the properties sold generally bore a higher
      ratio of operating expenses as compared to reserves than the Partnerships'
      remaining properties.

      On July 30,  1998 the  General  Partner  reached a  settlement  with a gas
      purchaser  involving  claims for take or pay  deficiencies and gas pricing
      issues  arising  out of a gas  purchase  contract.  As a  result  of  this
      settlement, the II-A, II-B, II-C, II-D, and II-E Partnerships received the
      following amounts in August 1998 and October 1998:

                           AUGUST       OCTOBER                      PER
      PARTNERSHIP           1998         1998          TOTAL         UNIT
      -----------       ----------     --------       ----------    -------
         II-A           $1,710,190        $  -        $1,710,190     $3.53
         II-B            2,793,295           -         2,793,295      7.72
         II-C            1,197,148           -         1,197,148      7.74
         II-D            3,033,283         363         3,033,646      9.63
         II-E            6,158,619         736         6,159,355     26.92

      The amounts  received  in August 1998 will be included in the II-A,  II-B,
      II-C, II-D, and II-E Partnerships'  third quarter cash distributions to be
      paid in  November  1998.  The  amounts  received  in October  1998 will be
      included  in  the  II-D  and  II-E   Partnerships   fourth   quarter  cash
      distribution to be paid in February 1999.


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

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis  of results of  operations  provided  below.  The most  important
      variable  affecting the Partnerships'  revenues is the prices received for
      the sale of oil and  gas.  Predicting  future  prices  is very  difficult.
      Substantially  all of the Partnerships' gas reserves are being sold on the
      "spot market".  Prices on the spot market are subject to wide seasonal and
      regional pricing  fluctuations due to the highly competitive nature of the
      spot market. Such spot market sales are generally short-term in nature and
      are dependent upon the obtaining of  transportation  services  provided by
      pipelines. In addition, crude oil prices are at or near their lowest level
      in the past  decade  due  primarily  to the  global  surplus of crude oil.
      Management is unable to predict whether future oil and gas prices will (i)
      stabilize, (ii) increase, or (iii) decrease.




                                       41
<PAGE>



      II-A PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $1,092,544       $1,161,480
      Oil and gas production expenses           $  381,708       $  428,192
      Barrels produced                              19,085           28,089
      Mcf produced                                 481,584          356,101
      Average price/Bbl                         $    10.66       $    16.45
      Average price/Mcf                         $     1.85       $     1.96

      As shown in the table  above,  total oil and gas sales  decreased  $68,936
      (5.9%) for the three  months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $148,000   was   related  to  a  decrease  in  volumes  of  oil  sold  and
      approximately  $110,000  and  $57,000,   respectively,   were  related  to
      decreases in the average prices of oil and gas sold.  These decreases were
      partially  offset by an increase of  approximately  $246,000 related to an
      increase  in volumes  of gas sold.  Volumes  of oil sold  decreased  9,004
      barrels,  while  volumes of gas sold  increased  125,483 Mcf for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. The decrease in volumes of oil sold resulted primarily
      from (i) a positive prior period volume  adjustment  made by the purchaser
      on one significant  well during the three months ended September 30, 1997,
      (ii) a negative  prior period volume  adjustment  made by the purchaser on
      another significant well during the three months ended September 30, 1998,
      and (iii) the sale of  several  wells  during  1997 and  early  1998.  The
      increase in volumes of gas sold resulted  primarily  from  positive  prior
      period volume  adjustments made by the purchaser on two significant  wells
      during the three months  ended  September  30,  1998.  Average oil and gas
      prices decreased to $10.66 per barrel and $1.85 per Mcf, respectively, for
      the three months ended September 30, 1998 from $16.45 per barrel and $1.96
      per Mcf, respectively, for the three months ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $46,484  (10.9%) for the three months ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. This decrease resulted  primarily from workover expenses incurred on
      three  significant  wells during the three months ended September 30, 1997
      in order to improve the recovery of reserves.  As a percentage  of oil and
      gas sales,  these  expenses  decreased to 34.9% for the three months ended
      September 30, 1998 from



                                       42
<PAGE>



      36.9% for the three  months ended  September  30,  1997.  This  percentage
      decrease  was  primarily  due to  the  dollar  decrease  in  oil  and  gas
      production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased $24,851 (13.1%) for the three months ended September 30, 1998 as
      compared to the three  months ended  September  30,  1997.  This  increase
      resulted  primarily  from the  increase  in volumes of gas sold during the
      three  months  ended  September  30, 1998 as compared to the three  months
      ended  September  30,  1997.  As a percentage  of oil and gas sales,  this
      expense  increased to 19.6% for the three months ended  September 30, 1998
      from 16.3% for the three months ended  September 30, 1997. This percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the three months ended  September 30, 1998 as compared
      to the three months ended September 30, 1997.

      General and administrative  expenses increased $6,280 (4.8%) for the three
      months  ended  September,  30, 1998 as compared to the three  months ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased  to 12.7% for the three  months  ended  September  30, 1998 from
      11.4% for the three months ended September 30, 1997.

      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $3,025,364       $4,185,360
      Oil and gas production expenses           $1,093,626       $1,334,643
      Barrels produced                              65,533           79,370
      Mcf produced                               1,101,499        1,125,834
      Average price/Bbl                         $    12.81       $    19.20
      Average price/Mcf                         $     1.98       $     2.36

      As shown in the table above, total oil and gas sales decreased  $1,159,996
      (27.7%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $266,000   was   related  to  a  decrease  in  volumes  of  oil  sold  and
      approximately  $419,000  and  $418,000,   respectively,  were  related  to
      decreases  in the average  prices of oil and gas sold.  Volumes of oil and
      gas sold decreased  13,837 barrels and 24,335 Mcf,  respectively,  for the
      nine months ended  September 30, 1998 as compared to the nine months ended
      September 30, 1997. The decrease in volumes of oil sold resulted primarily
      from (i) a positive prior period volume  adjustment  made by the purchaser
      on one  significant  well during the nine months ended September 30, 1997,
      (ii) a



                                       43
<PAGE>



      negative prior period volume  adjustment  made by the purchaser on another
      well during the nine months ended  September  30,  1998,  and (iii) normal
      declines in  production  due to  diminishing  reserves  on several  wells.
      Average  oil and gas prices  decreased  to $12.81 per barrel and $1.98 per
      Mcf,  respectively,  for the nine  months  ended  September  30, 1998 from
      $19.20  per barrel and $2.36 per Mcf,  respectively,  for the nine  months
      ended September 30, 1997.

      As  discussed  in  Liquidity  and  Capital   Resources   above,  the  II-A
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September  30, 1998 and  recognized a $688,344  gain on such sales.
      Similar sales during the nine months ended  September 30, 1997 resulted in
      the II-A Partnership recognizing similar gains totaling $59,998.

      The II-A Partnership recognized a gas contract settlement in the amount of
      $1,710,190   during  the  nine  months  ended  September  30,  1998.  This
      settlement  involved  claims  made  for take or pay  deficiencies  and gas
      pricing  issues  arising  out  of a  gas  purchase  contract.  No  similar
      settlements occurred during the nine months ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $241,017  (18.1%) for the nine months ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease  resulted  primarily from (i) a decrease in production
      taxes  associated with the decrease in oil and gas sales,  (ii) a decrease
      in lease  operating  expenses  associated with the decreases in volumes of
      oil and gas sold, and (iii) workover  expenses incurred on two significant
      wells during the nine months ended  September 30, 1997 in order to improve
      the recovery of  reserves.  As a  percentage  of oil and gas sales,  these
      expenses  increased to 36.1% for the nine months ended  September 30, 1998
      from 31.9% for the nine months ended  September 30, 1997.  This percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the nine months ended  September  30, 1998 as compared
      to the nine months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $41,319 (7.1%) for the nine months ended  September 30, 1998 as
      compared to the nine months ended  September  30, 1997. As a percentage of
      oil and gas sales,  this  expense  increased  to 17.8% for the nine months
      ended  September  30, 1998 from 13.8% for the nine months ended  September
      30, 1997. This  percentage  increase was primarily due to the decreases in
      the  average  prices  of oil and gas sold  during  the nine  months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997.





                                       44
<PAGE>



      The II-A  Partnership  recognized a non-cash  charge  against  earnings of
      $684,276  during the nine months ended September 30, 1997. Of this amount,
      $223,943  was related to a decline in oil and gas prices used to determine
      the  recoverability  of proved oil and gas  reserves at March 31, 1997 and
      $460,333 was related to impairment of unproved properties.  These unproved
      properties were written off based on the General  Partner's  determination
      that it was unlikely  that such  properties  would be developed due to the
      low  oil and  gas  prices  received  over  the  prior  several  years  and
      provisions in the II-A Partnerships' partnership agreement which limit the
      level of permissible drilling activity.  No similar charges were necessary
      during the nine months ended September 30, 1998.

      General and administrative  expenses decreased $15,682 (3.4%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 14.7% for the nine months ended September 30, 1998 from 11.0%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30, 1998 totaling  $44,406,357 or 91.70% of the Limited  Partners' capital
      contributions.

      II-B PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                              Three Months Ended September 30,
                                              --------------------------------
                                                  1998              1997
                                                --------          --------
      Oil and gas sales                         $543,938          $785,354
      Oil and gas production expenses           $244,129          $287,494
      Barrels produced                            12,625            16,796
      Mcf produced                               231,444           257,519
      Average price/Bbl                         $  11.88          $  16.08
      Average price/Mcf                         $   1.70          $   2.00

      As shown in the table above,  total oil and gas sales  decreased  $241,416
      (30.7%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $67,000 and $52,000, respectively, were related to decreases in volumes of
      oil and gas sold and approximately $53,000 and $69,000, respectively, were
      related to decreases in the average prices of oil and gas sold. Volumes of
      oil and gas sold decreased 4,171 barrels and 26,075 Mcf, respectively, for
      the three months ended  September 30, 1998 as compared to the three months
      ended September 30, 1997.



                                       45
<PAGE>



      The decrease in volumes of oil sold resulted  primarily  from (i) the sale
      of several  wells  during  1997 and early 1998,  (ii)  normal  declines in
      production  due to  diminishing  reserves  on several  wells,  and (iii) a
      negative  prior  period  volume  adjustment  made by the  purchaser on one
      significant  well during the three months ended  September  30, 1998.  The
      decrease in volumes of gas sold resulted  primarily  from  positive  prior
      period volume  adjustments  made by purchasers on several wells during the
      three  months  ended  September  30, 1997 and one  significant  well being
      shut-in  during the three  months  ended  September  30,  1998 in order to
      conduct a  workover  in an effort to improve  the  recovery  of  reserves.
      Average  oil and gas prices  decreased  to $11.88 per barrel and $1.70 per
      Mcf,  respectively,  for the three  months ended  September  30, 1998 from
      $16.08 per barrel and $2.00 per Mcf,  respectively,  for the three  months
      ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $43,365  (15.1%) for the three months ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. This decrease resulted primarily from (i) workover expenses incurred
      on two significant  wells during the three months ended September 30, 1997
      in order to improve  the  recovery  of  reserves  and (ii) a  decrease  in
      production  taxes  associated with the decrease in oil and gas sales. As a
      percentage of oil and gas sales, these expenses increased to 44.9% for the
      three  months  ended  September  30, 1998 from 36.6% for the three  months
      ended September 30, 1997.  This  percentage  increase was primarily due to
      the  decreases in the average  prices of oil and gas sold during the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $33,842 (26.1%) for the three months ended September 30, 1998 as
      compared to the three  months ended  September  30,  1997.  This  decrease
      resulted  primarily  from (i) the decreases in volumes of oil and gas sold
      during the three months ended  September 30, 1998 as compared to the three
      months  ended  September  30,  1997 and  (ii) an  upward  revision  in the
      estimate of remaining  gas reserves at December 31, 1997.  As a percentage
      of oil and gas sales, this expense increased to 17.6% for the three months
      ended  September 30, 1998 from 16.5% for the three months ended  September
      30, 1997.





                                       46
<PAGE>



      General and administrative  expenses increased $8,218 (8.6%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased  to 19.0% for the three  months  ended  September  30, 1998 from
      12.1% for the three  months ended  September  30,  1997.  This  percentage
      increase was primarily due to the decrease in oil and gas sales.

      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $1,973,911       $2,844,739
      Oil and gas production expenses           $  749,978       $  897,065
      Barrels produced                              41,381           51,265
      Mcf produced                                 703,731          774,730
      Average price/Bbl                         $    14.09       $    19.31
      Average price/Mcf                         $     1.98       $     2.39

      As shown in the table above,  total oil and gas sales  decreased  $870,828
      (30.6%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $191,000 and $170,000,  respectively, were related to decreases in volumes
      of oil and gas sold and approximately $216,000 and $294,000, respectively,
      were  related  to  decreases  in the  average  prices of oil and gas sold.
      Volumes  of oil and gas sold  decreased  9,884  barrels  and  70,999  Mcf,
      respectively,  for the nine months ended September 30, 1998 as compared to
      the nine months ended  September 30, 1997.  The decrease in volumes of oil
      sold resulted  primarily  from (i) normal  declines in  production  due to
      diminishing  reserves on several wells,  (ii) the sale of several wells in
      1997 and early 1998, and (iii)  negative  prior period volume  adjustments
      made by the  purchasers  on two  significant  wells during the nine months
      ended September 30, 1998.  Average oil and gas prices  decreased to $14.09
      per  barrel and $1.98 per Mcf,  respectively,  for the nine  months  ended
      September 30, 1998 from $19.31 per barrel and $2.39 per Mcf, respectively,
      for the nine months ended September 30, 1997.

      The II-B Partnership recognized a gas contract settlement in the amount of
      $2,793,295   during  the  nine  months  ended  September  30,  1998.  This
      settlement  involved  claims  made  for take or pay  deficiencies  and gas
      pricing  issues  arising  out  of a  gas  purchase  contract.  No  similar
      settlements occurred during the nine months ended September 30, 1997.




                                       47
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $147,087  (16.4%) for the nine months ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease resulted  primarily from a decrease in lease operating
      expenses  associated  with the  decreases  in  volumes of oil and gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months  ended  September  30, 1997 and the  decrease in  production  taxes
      associated  with the decrease in oil and gas sales. As a percentage of oil
      and gas sales, these expenses increased to 38.0% for the nine months ended
      September  30, 1998 from 31.5% for the nine  months  ended  September  30,
      1997. This  percentage  increase was primarily due to the decreases in the
      average prices of oil and gas sold during the nine months ended  September
      30, 1998 as compared to the nine months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $94,727 (24.2%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted  primarily  from (i) the decreases in volumes of oil and gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months  ended  September  30,  1997 and  (ii) an  upward  revision  in the
      estimate of remaining  gas reserves at December 31, 1997.  As a percentage
      of oil and gas sales,  this expense increased to 15.0% for the nine months
      ended  September  30, 1998 from 13.8% for the nine months ended  September
      30, 1997.

      The II-B  Partnership  recognized a non-cash  charge  against  earnings of
      $530,988  during the nine months ended  September 30, 1997. Of this amount
      $134,003  was related to a decline in oil and gas prices used to determine
      the  recoverability  of proved oil and gas  reserves at March 31, 1997 and
      $396,985  was related to the  writing-off  of unproved  properties.  These
      unproved  properties  were  written  off  based on the  General  Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and provisions in the II-B Partnership's Partnership agreement which limit
      the level of  permissible  drilling  activity.  No  similar  charges  were
      necessary during the nine months ended September 30, 1998.




                                       48
<PAGE>



      General and administrative  expenses decreased $19,414 (5.5%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 16.9% for the nine months ended September 30, 1998 from 12.4%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30, 1998 totaling  $31,212,916 or 86.29% of the Limited  Partners' capital
      contributions.

      II-C PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                     1998             1997
                                                  --------         --------
      Oil and gas sales                           $253,933         $374,214
      Oil and gas production expenses             $ 90,974         $123,903
      Barrels produced                               4,119            5,915
      Mcf produced                                 121,527          134,306
      Average price/Bbl                           $  12.28         $  16.77
      Average price/Mcf                           $   1.67         $   2.05

      As shown in the table above,  total oil and gas sales  decreased  $120,281
      (32.1%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $30,000 and $26,000, respectively, were related to decreases in volumes of
      oil and gas sold and approximately $18,000 and $46,000, respectively, were
      related to decreases in the average prices of oil and gas sold. Volumes of
      oil and gas sold decreased 1,796 barrels and 12,779 Mcf, respectively, for
      the three months ended  September 30, 1998 as compared to the three months
      ended  September  30, 1997.  The decrease in volumes of oil sold  resulted
      primarily  from (i) the sale of  several  wells in 1997 and early 1998 and
      (ii) normal  declines in  production  due to the  diminishing  reserves on
      several wells. The decrease in volumes of gas sold resulted primarily from
      the sale of  several  wells in 1997 and early  1998.  Average  oil and gas
      prices decreased to $12.28 per barrel and $1.67 per Mcf, respectively, for
      the three months ended September 30, 1998 from $16.77 per barrel and $2.05
      per Mcf, respectively, for the three months ended September 30, 1997.




                                       49
<PAGE>



      As  discussed  in  Liquidity  and  Capital   Resources   above,  the  II-C
      Partnership  sold certain oil and gas  properties  during the three months
      ended  September  30,  1998 and  recognized  a $7,362  loss on such sales.
      Similar sales during the three months ended September 30, 1997 resulted in
      the II-C Partnership recognizing gains totaling $9,147.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $32,929 (26.6%) for the three months ended 30,
      1998 as  compared to the three  months  ended  September  30,  1997.  This
      decrease  resulted  primarily  from  (i) a  decrease  in  lease  operating
      expenses  associated  with the  decreases  in  volumes of oil and gas sold
      during the three months ended  September 30, 1998 as compared to the three
      months ended  September  30,  1997,  (ii) a decrease in  production  taxes
      associated  with the  decrease  in oil and gas sales,  and (iii)  workover
      expenses incurred on three significant wells during the three months ended
      September  30, 1997 in order to improve the  recovery  of  reserves.  As a
      percentage of oil and gas sales, these expenses increased to 35.8% for the
      three  months  ended  September  30, 1998 from 33.1% for the three  months
      ended September 30, 1997.  This  percentage  increase was primarily due to
      the  decreases in the average  prices of oil and gas sold during the three
      months ended September 30, 1998 as compared to September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $1,503  (3.0%) the three  months  ended  September  30, 1998 as
      compared to the three months ended  September 30, 1997. As a percentage of
      oil and gas sales,  this  expense  increased to 20.5% for the three months
      ended  September 30, 1998 from 13.5% for the three months ended  September
      30, 1997. This  percentage  increase was primarily due to the decreases in
      the  average  prices of oil and gas sold  during  the three  months  ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997.

      General and administrative  expenses increased $3,520 (8.7%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased  to 17.4% for the three  months  ended  September  30, 1998 from
      10.9% for the three  months ended  September  30,  1997.  This  percentage
      increase was primarily due to the decrease in oil and gas sales.




                                       50
<PAGE>



      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                               Nine Months Ended September 30,
                                               -------------------------------
                                                    1998            1997
                                                  --------       ----------
      Oil and gas sales                           $896,558       $1,316,380
      Oil and gas production expenses             $293,796       $  387,140
      Barrels produced                              12,968           17,247
      Mcf produced                                 375,715          424,733
      Average price/Bbl                           $  14.05       $    19.38
      Average price/Mcf                           $   1.90       $     2.31

      As shown in the table above,  total oil and gas sales  decreased  $419,822
      (31.9%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $83,000 and $113,000,  respectively,  were related to decreases in volumes
      of oil and gas sold and approximately $69,000 and $154,000,  respectively,
      were  related  to  decreases  in the  average  prices of oil and gas sold.
      Volumes  of oil and gas sold  decreased  4,279  barrels  and  49,018  Mcf,
      respectively,  for the nine months ended September 30, 1998 as compared to
      the nine months ended  September 30, 1997.  The decrease in volumes of oil
      sold  resulted  primarily  from (i) the sale of several  wells in 1997 and
      early 1998 and (ii)  normal  declines  in  production  due to  diminishing
      reserves on several  wells.  The decrease in volumes of gas sold  resulted
      primarily  from (i) the sale of  several  wells in 1997 and early 1998 and
      (ii) a negative  prior period volume  adjustment  made by the purchaser on
      one  significant  well during the nine months  ended  September  30, 1998.
      Average  oil and gas prices  decreased  to $14.05 per barrel and $1.90 per
      Mcf,  respectively,  for the nine  months  ended  September  30, 1998 from
      $19.38  per barrel and $2.31 per Mcf,  respectively,  for the nine  months
      ended September 30, 1997.

      As  discussed  in  Liquidity  and  Capital   Resources   above,  the  II-C
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September  30, 1998 and  recognized a $191,496  gain on such sales.
      Sales during the nine months ended September 30, 1997 resulted in the II-C
      Partnership recognizing similar gains totaling $99,495.

      The II-C Partnership recognized a gas contract settlement in the amount of
      $1,197,148   during  the  nine  months  ended  September  30,  1998.  This
      settlement  involved  claims  made  for take or pay  deficiencies  and gas
      pricing  issues  arising  out  of a  gas  purchase  contract.  No  similar
      settlements occurred during the nine months ended September 30, 1997.





                                       51
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $93,344  (24.1%) for the nine months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997.  This  decrease  resulted  primarily  from (i) a  decrease  in lease
      operating expenses associated with the decreases in volumes of oil and gas
      sold during the nine months  ended  September  30, 1998 as compared to the
      nine months ended September 30, 1997, (ii) a decrease in production  taxes
      associated  with the  decrease  in oil and gas sales,  and (iii)  workover
      expenses  incurred on one well during the nine months ended  September 30,
      1997 in order to improve the recovery of reserves.  As a percentage of oil
      and gas sales, these expenses increased to 32.8% for the nine months ended
      September  30, 1998 from 29.4% for the nine  months  ended  September  30,
      1997. This  percentage  increase was primarily due to the decreases in the
      average prices of oil and gas sold for the nine months ended September 30,
      1998 as compared to the nine months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $4,172  (2.6%) for the nine months ended  September 30, 1998 as
      compared to the nine months ended  September  30, 1997. As a percentage of
      oil and gas sales,  this  expense  increased  to 18.0% for the nine months
      ended  September  30, 1998 from 12.0% for the nine months ended  September
      30, 1997. This  percentage  increase was primarily due to the decreases in
      the  average  prices  of oil and gas sold  during  the nine  months  ended
      September 30, 1998 as compared to the nine months ended June 30, 1997.

      The II-C  Partnership  recognized a non-cash  charge  against  earnings of
      $66,617  during the nine months ended  September 30, 1997. Of this amount,
      $36,163 was  related to a decline in oil and gas prices used to  determine
      the  recoverability  of proved oil and gas  reserves at March 31, 1997 and
      $30,454  was related to the  writing-off  of  unproved  properties.  These
      unproved  properties  were  written  off  based on the  General  Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and provisions in the II-C Partnership's Partnership Agreement which limit
      the level of  permissible  drilling  activity.  No  similar  charges  were
      necessary during the nine months ended September 30, 1998.




                                       52
<PAGE>



      General and  administrative  expenses decreased $8,482 (5.6%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 15.9% for the nine months ended September 30, 1998 from 11.5%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30, 1998 totaling  $14,221,686 or 91.98% of the Limited  Partners' capital
      contributions.

      II-D PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                              Three Months Ended September 30,
                                              --------------------------------
                                                   1998              1997
                                                 --------          --------
      Oil and gas sales                          $540,255          $865,030
      Oil and gas production expenses            $256,870          $308,799
      Barrels produced                              9,708            13,570
      Mcf produced                                264,360           317,094
      Average price/Bbl                          $  12.71          $  17.24
      Average price/Mcf                          $   1.58          $   1.99

      As shown in the table above,  total oil and gas sales  decreased  $324,775
      (37.5%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $67,000 and $105,000,  respectively,  were related to decreases in volumes
      of oil and gas sold and approximately $44,000 and $109,000,  respectively,
      were  related  to  decreases  in the  average  prices of oil and gas sold.
      Volumes  of oil and gas sold  decreased  3,862  barrels  and  52,734  Mcf,
      respectively, for the three months ended September 30, 1998 as compared to
      the three months ended  September 30, 1997. The decrease in volumes of oil
      sold  resulted  primarily  from (i) the sale of several  wells in 1997 and
      early 1998 and (ii) a positive prior period volume  adjustment made by the
      purchaser on one significant  well during the three months ended September
      30, 1997. The decrease in volumes of gas sold resulted  primarily from (i)
      the sale of  several  wells in 1997 and early  1998 and (ii)  receipt of a
      reduced  percentage  of sales on one  significant  well  during  the three
      months ended September 30, 1998 due to the II-D Partnership's overproduced
      position in that well.  Average oil and gas prices decreased to $12.71 per
      barrel  and  $1.58  per Mcf,  respectively,  for the  three  months  ended
      September 30, 1998 from $17.24 per barrel and $1.99 per Mcf, respectively,
      for the three months ended September 30, 1997.



                                       53
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $51,929  (16.8%) for the three months ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. This decrease resulted primarily from a decrease in production taxes
      associated  with the decrease in oil and gas sales and a decrease in lease
      operating expenses associated with the decreases in volumes of oil and gas
      sold, which decreases were partially offset by workover  expenses incurred
      on one significant  well during the three months ended September 30, 1998.
      As a percentage of oil and gas sales,  these  expenses  increased to 47.5%
      for the three  months  ended  September  30, 1998 from 35.7% for the three
      months ended September 30, 1997.  This  percentage  increase was primarily
      due to the decreases in the average  prices of oil and gas sold during the
      three  months  ended  September  30, 1998 as compared to the three  months
      ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $24,068 (17.9%) for the three months ended September 30, 1998 as
      compared to the three  months ended  September  30,  1997.  This  decrease
      resulted  primarily  from the  decreases  in  volumes  of oil and gas sold
      during the three months ended  September 30, 1998 as compared to the three
      months ended September 30 1997. As a percentage of oil and gas sales, this
      expense  increased to 20.5% for the three months ended  September 30, 1998
      from 15.6% for the three months ended  September 30, 1997. This percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the three months ended  September 30, 1998 as compared
      to the three months ended September 30 1997.

      General and administrative expenses increased $8,615 (10.6%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. This increase  resulted  primarily from an increase in
      legal expenses associated with the gas contract settlement discussed above
      for the three months ended  September 30, 1998. As a percentage of oil and
      gas sales,  these  expenses  increased to 16.7% for the three months ended
      September  30, 1998 from 9.4% for the three  months  ended  September  30,
      1997.  This  percentage  increase was primarily due to the decrease in oil
      and gas sales.





                                       54
<PAGE>




      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $1,885,766       $3,144,982
      Oil and gas production expenses           $  845,153       $1,004,330
      Barrels produced                              30,202           39,108
      Mcf produced                                 803,674        1,076,384
      Average price/Bbl                         $    13.30       $    19.20
      Average price/Mcf                         $     1.85       $     2.22

      As shown in the table above, total oil and gas sales decreased  $1,259,216
      (40.0%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $171,000 and $607,000,  respectively, were related to decreases in volumes
      of oil and gas sold and approximately $178,000 and $303,000, respectively,
      were  related  to  decreases  in the  average  prices of oil and gas sold.
      Volumes of oil and gas sold  decreased  8,906  barrels  and  272,710  Mcf,
      respectively,  for the nine months ended September 30, 1998 as compared to
      the nine months ended  September 30, 1997.  The decrease in volumes of oil
      sold  resulted  primarily  from (i) the sale of several  wells in 1997 and
      early 1998 and (ii)  normal  declines  in  production  due to  diminishing
      reserves on several  wells.  The decrease in volumes of gas sold  resulted
      primarily  from (i) the sale of a several  wells in 1997 and  early  1998,
      (ii) positive  prior period volume  adjustments  made by the purchasers on
      two significant wells during the nine months ended September 30, 1997, and
      (iii) normal declines in production due to diminishing reserves on several
      wells. Average oil and gas prices decreased to $13.30 per barrel and $1.85
      per Mcf,  respectively,  for the nine months ended September 30, 1998 from
      $19.20  per barrel and $2.22 per Mcf,  respectively,  for the nine  months
      ended September 30, 1997.

      As  discussed  in  Liquidity  and  Capital   Resources   above,  the  II-D
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September  30, 1998 and  recognized a $518,545  gain on such sales.
      Sales during the nine months ended September 30, 1997 resulted in the II-D
      Partnership recognizing similar gains totaling $97,096.

      The II-D Partnership  recognized a gas contact settlement in the amount of
      $3,033,646   during  the  nine  months  ended  September  30,  1998.  This
      settlement  involved  claims  made  for take or pay  deficiencies  and gas
      pricing  issues  arising  out  of a  gas  purchase  contract.  No  similar
      settlements occurred during the nine months ended September 30, 1997.




                                       55
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $159,177  (15.8%) for the nine months ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease resulted primarily from a decrease in production taxes
      associated  with the decrease in oil and gas sales and a decrease in lease
      operating expenses associated with the decreases in volumes of oil and gas
      sold, which decreases were partially offset by workover  expenses incurred
      on several wells during the nine months ended  September 30, 1998 in order
      to improve the recovery of reserves. As a percentage of oil and gas sales,
      these expenses  increased to 44.8% for the nine months ended September 30,
      1998  from  31.9% for the nine  months  ended  September  30,  1997.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold during the nine months ended September 30, 1998
      as compared to the nine months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $105,420 (23.8%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted  primarily  from the  decreases  in  volumes  of oil and gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months ended September 30 1997. As a percentage of oil and gas sales, this
      expense  increased to 17.9% for the nine months ended  September  30, 1998
      from 14.1% for the nine months ended  September 30, 1997.  This percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the nine months ended  September  30, 1998 as compared
      to the nine months ended September 30, 1997.

      The II-D  Partnership  recognized a non-cash  charge  against  earnings of
      $143,957  during the nine months ended September 30, 1997. This impairment
      provision  was  necessary due to the decline in oil and gas prices used to
      determine the  recoverability  of proved oil and gas reserves at March 31,
      1997.  No  similar  charge was  necessary  during  the nine  months  ended
      September 30, 1998.

      General and administrative  expenses decreased $21,120 (6.8%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 15.4% for the nine months ended  September 30, 1998 from 9.9%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  1998  totaling  $28,075,903  or 89.16% of Limited  Partners'  capital
      contributions.





                                       56
<PAGE>



      II-E PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                              Three Months Ended September 30,
                                              --------------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $366,664         $591,192
      Oil and gas production expenses             $147,182         $161,447
      Barrels produced                              10,767           10,638
      Mcf produced                                 142,090          197,851
      Average price/Bbl                           $  13.05         $  17.96
      Average price/Mcf                           $   1.59         $   2.02

      As shown in the table above,  total oil and gas sales  decreased  $224,528
      (38.0%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $53,000  and  $61,000,  respectively,  were  related to  decreases  in the
      average prices of oil and gas sold and approximately  $113,000 was related
      to a decrease  in the volumes of gas sold.  Volumes of oil sold  increased
      129 barrels,  while volumes of gas sold decreased 55,761 Mcf for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. The decrease in volumes of gas sold resulted primarily
      from (i) the receipt of a reduced  percentage of sales on one  significant
      well  during the three  months  ended  September  30, 1998 due to the II-E
      Partnership's  overproduced position in that well, (ii) normal declines in
      production on several  wells due to  diminishing  reserves,  and (iii) the
      sale of several  wells  during  1997 and early  1998.  Average oil and gas
      prices decreased to $13.05 per barrel and $1.59 per Mcf, respectively, for
      the three months ended September 30, 1998 from $17.96 per barrel and $2.02
      per Mcf, respectively, for the three months ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $14,265  (8.8%) for the three  months ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. This decrease resulted primarily from a decrease in production taxes
      associated  with the decrease in oil and gas sales and a decrease in lease
      operating  expenses  related to the decrease in volumes of gas sold, which
      decrease  was  partially  offset  by  workover  expenses  incurred  on one
      significant well during the three months ended September 30, 1998 in order
      to improve the recovery of reserves. As a percentage of oil and gas sales,
      these expenses increased to 40.1% for the three months ended September 30,
      1998 from  27.3% for the three  months  ended  September  30,  1997.  This
      percentage increase was primarily due to the decreases in the average



                                       57
<PAGE>



      prices of oil and gas sold during the three  months  ended  September  30,
      1998 as  compared to the three  months  ended  September  30, 1997 and the
      workover  expenses  incurred  during the three months ended  September 30,
      1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $30,723 (19.9%) for the three months ended September 30, 1998 as
      compared to the three  months ended  September  30,  1997.  This  decrease
      resulted  primarily  from the  decrease  in volumes of gas sold during the
      three  months  ended  September  30, 1998 as compared to the three  months
      ended  September  30,  1997.  As a percentage  of oil and gas sales,  this
      expense  increased to 33.7% for the three months ended  September 30, 1998
      from 26.1% for the three months ended  September 30, 1997. This percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the three months ended  September 30, 1998 as compared
      to the three months ended September 30, 1997.

      General and  administrative  expenses  increased  $15,483  (31.0%) for the
      three  months  ended  September  30, 1998 as compared to the three  months
      ended  September  30,  1997.  This  increase  resulted  primarily  from an
      increase in legal  expenses  associated  with the gas contract  settlement
      discussed  above during the three months ended  September  30, 1998.  As a
      percentage of oil and gas sales, these expenses increased to 17.9% for the
      three months ended September 30, 1998 from 8.5% for the three months ended
      September  30, 1997.  This  percentage  increase was  primarily due to the
      dollar  increase in general and  administrative  expenses and decreases in
      the  average  prices of oil and gas sold  during  the three  months  ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997.

      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                    1998            1997
                                                 ----------      ----------
      Oil and gas sales                          $1,257,494      $1,971,161
      Oil and gas production expenses            $  454,429      $  670,416
      Barrels produced                               29,489          33,798
      Mcf produced                                  462,132         594,549
      Average price/Bbl                          $    13.79      $    19.41
      Average price/Mcf                          $     1.84      $     2.21

      As shown in the table above,  total oil and gas sales  decreased  $713,667
      (36.2%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $84,000 and $293,000, respectively, were related to decreases in



                                       58
<PAGE>



      volumes  of oil and gas  sold and  approximately  $166,000  and  $171,000,
      respectively,  were related to decreases in the average  prices of oil and
      gas sold.  Volumes of oil and gas sold decreased 4,309 barrels and 132,417
      Mcf,  respectively,  for the  nine  months  ended  September  30,  1998 as
      compared to the nine months ended  September  30, 1997.  The  decreases in
      volumes of oil and gas sold  resulted  primarily  from normal  declines in
      production  due to  diminishing  reserves on several wells and the sale of
      several  wells  during  1997 and early  1998.  Average  oil and gas prices
      decreased  to $13.79 per barrel and $1.84 per Mcf,  respectively,  for the
      nine months ended  September 30, 1998 from $19.41 per barrel and $2.21 per
      Mcf, respectively, for the nine months ended September 30, 1997.

      As  discussed  in  Liquidity  and  Capital   Resources   above,  the  II-E
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September  30, 1998 and  recognized a $326,675  gain on such sales.
      Sales during the nine months ended September 30, 1997 resulted in the II-E
      Partnership recognizing similar gains totaling $52,735.

      The II-E Partnership recognized a gas contract settlement in the amount of
      $6,159,355   during  the  nine  months  ended  September  30,  1998.  This
      settlement  involved  claims  made  for take or pay  deficiencies  and gas
      pricing  issues  arising  out  of a  gas  purchase  contract.  No  similar
      settlements occurred during the nine months ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $215,987  (32.2%) for the nine months ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease  resulted  primarily from (i) a decrease in production
      taxes  associated with the decrease in oil and gas sales,  (ii) a decrease
      in lease  operating  expenses  associated with the decreases in volumes of
      oil and gas sold, and (iii) workover  expenses incurred on one significant
      well during the nine months ended  September  30, 1997. As a percentage of
      oil and gas sales,  these expenses  increased to 36.1% for the nine months
      ended  September  30, 1998 from 34.0% for the nine months ended  September
      30, 1997. This  percentage  increase was primarily due to the decreases in
      the  average  prices  of oil and gas sold  during  the nine  months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997.




                                       59
<PAGE>



      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $88,057 (18.7%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted  primarily  from the  decreases  in  volumes  of oil and gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months ended  September  30, 1997.  As a percentage  of oil and gas sales,
      this expense  increased to 30.4% for the nine months ended  September  30,
      1998  from  23.9% for the nine  months  ended  September  30,  1997.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold during the nine months ended September 30, 1998
      as compared to the nine months ended September 30, 1997.

      The II-E  Partnership  recognized a non-cash  charge  against  earnings of
      $992,851  during the nine months ended September 30, 1997. Of this amount,
      $317,979  was related to a decline in oil and gas prices used to determine
      the  recoverability  of proved oil and gas  reserves at March 31, 1997 and
      $674,872  was related to the  writing-off  of unproved  properties.  These
      unproved  properties  were  written  off  based on the  General  Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and provisions in the II-E Partnership's Partnership Agreement which limit
      the level of  permissible  drilling  activity.  No  similar  charges  were
      necessary during the nine months ended September 30, 1998.

      General and administrative expenses decreased $36,323 (14.5%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997.  This decrease  resulted  primarily from a decrease in
      legal expenses associated with the gas contract settlement discussed above
      during the nine months  ended  September  30, 1998 as compared to the nine
      months ended  September  30, 1997.  As a percentage  of oil and gas sales,
      these expenses  increased to 17.1% for the nine months ended September 30,
      1998  from  12.7% for the nine  months  ended  September  30,  1997.  This
      percentage  increase  was  primarily  due to the  decrease  in oil and gas
      sales.

      The Limited Partners have received cash  distributions  through  September
      30,  1998  totaling  $16,324,574  or 71.34% of Limited  Partners'  capital
      contributions.




                                       60
<PAGE>



      II-F PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                            Three Months Ended September 30,
                                            --------------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $266,881         $498,151
      Oil and gas production expenses             $ 89,460         $ 94,319
      Barrels produced                               7,692           11,202
      Mcf produced                                 120,405          149,512
      Average price/Bbl                           $  11.07         $  17.66
      Average price/Mcf                           $   1.51         $   2.01

      As shown in the table above,  total oil and gas sales  decreased  $231,270
      (46.4%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $62,000 and $58,000, respectively, were related to decreases in volumes of
      oil and gas sold and approximately $51,000 and $60,000, respectively, were
      related to decreases in the average prices of oil and gas sold. Volumes of
      oil and gas sold decreased 3,510 barrels and 29,107 Mcf, respectively, for
      the three months ended  September 30, 1998 as compared to the three months
      ended  September  30, 1997.  The  decreases in volumes of oil and gas sold
      resulted  primarily  from the sale of several  wells during 1997 and early
      1998.  Average oil and gas prices decreased to $11.07 per barrel and $1.51
      per Mcf, respectively,  for the three months ended September 30, 1998 from
      $17.66 per barrel and $2.01 per Mcf,  respectively,  for the three  months
      ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $4,859  (5.2%) for the three  months  ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      33.5% for the three  months  ended  September  30, 1998 from 18.9% for the
      three  months  ended  September  30, 1997.  This  percentage  increase was
      primarily due to the  decreases in the average  prices of oil and gas sold
      for the three  months  ended  September  30, 1998 as compared to the three
      months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $25,414 (24.8%) for the three months ended September 30, 1998 as
      compared to the three  months ended  September  30,  1997.  This  decrease
      resulted  primarily  from the  decreases  in  volumes  of oil and gas sold
      during the three months ended  September 30, 1998 as compared to the three
      months ended  September  30, 1997.  As a percentage  of oil and gas sales,
      this expense increased to 28.9% for the



                                       61
<PAGE>



      three  months  ended  September  30, 1998 from 20.6% for the three  months
      ended September 30, 1997.  This  percentage  increase was primarily due to
      the  decreases  in the  average  prices  of oil and gas sold for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997.

      General and  administrative  expenses  increased $914 (1.9%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 18.4% for the three months ended September 30, 1998 from 9.7%
      for the three months ended September 30, 1997.  This  percentage  increase
      was primarily due to the decrease in oil and gas sales.

      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                              Nine Months Ended September 30,
                                               -------------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $1,087,834       $1,674,566
      Oil and gas production expenses           $  292,323       $  356,815
      Barrels produced                              28,477           35,072
      Mcf produced                                 378,224          440,529
      Average price/Bbl                         $    13.93       $    18.92
      Average price/Mcf                         $     1.83       $     2.30

      As shown in the table above,  total oil and gas sales  decreased  $586,732
      (35.0%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $125,000 and $143,000  respectively,  were related to decreases in volumes
      of oil and gas sold and approximately $142,000 and $177,000, respectively,
      were  related  to  decreases  in the  average  prices of oil and gas sold.
      Volumes  of oil and gas sold  decreased  6,595  barrels  and  62,305  Mcf,
      respectively,  for the nine months ended September 30, 1998 as compared to
      the nine months ended  September 30, 1997.  The decrease in volumes of oil
      and gas sold resulted primarily from the sale of several wells during 1997
      and early 1998.  Average oil and gas prices decreased to $13.93 per barrel
      and $1.83 per Mcf,  respectively,  for the nine months ended September 30,
      1998 from $18.92 per barrel and $2.30 per Mcf, respectively,  for the nine
      months ended September 30, 1997.




                                       62
<PAGE>



      As  discussed  in  Liquidity  and  Capital   Resources   above,  the  II-F
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September  30, 1998 and  recognized a $654,302  gain on such sales.
      Sales during the nine months ended September 30, 1997 resulted in the II-F
      Partnership recognizing similar gains totaling $170,970.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $64,492  (18.1%) for the nine months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease resulted primarily from a decrease in production taxes
      associated  with the decrease in oil and gas sales and a decrease in lease
      operating expenses associated with the decreases in volumes of oil and gas
      sold during the nine months  ended  September  30, 1998 as compared to the
      nine months  ended  September  30, 1997.  As a  percentage  of oil and gas
      sales,  these  expenses  increased  to  26.9%  for the nine  months  ended
      September  30, 1998 from 21.3% for the nine  months  ended  September  30,
      1997. This  percentage  increase was primarily due to the decreases in the
      average prices of oil and gas sold during the nine months ended  September
      30, 1998 as compared to the nine months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $53,714 (17.4%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted  primarily  from the  decreases  in  volumes  of oil and gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months ended  September  30, 1997.  As a percentage  of oil and gas sales,
      this expense  increased to 23.4% for the nine months ended  September  30,
      1998  from  18.4% for the nine  months  ended  September  30,  1997.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold during the nine months ended September 30, 1998
      as compared to the nine months ended September 30, 1997.

      The II-F  Partnership  recognized a non-cash  charge  against  earnings of
      $1,377,160  during the nine  months  ended  September  30,  1997.  Of this
      amount,  $208,255  was  related to a decline in oil and gas prices used to
      determine the  recoverability  of proved oil and gas reserves at March 31,
      1997 and $1,168,905 was related to the writing-off of unproved properties.
      These unproved  properties were written off based on the General Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and provisions in the II-E Partnership's Partnership Agreement which limit
      the level of  permissible  drilling  activity.  No  similar  charges  were
      necessary during the nine months ended September 30, 1998.


                                       63
<PAGE>



      General and  administrative  expenses decreased $2,056 (1.3%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 14.3% for the nine months ended  September 30, 1998 from 9.4%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  1998  totaling  $16,847,051  or 98.29% of Limited  Partners'  capital
      contributions.

      II-G PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                    1998            1997
                                                  --------       ----------
      Oil and gas sales                           $561,811       $1,057,832
      Oil and gas production expenses             $191,369       $  201,928
      Barrels produced                              16,107           23,506
      Mcf produced                                 253,227          318,866
      Average price/Bbl                           $  11.03       $    17.66
      Average price/Mcf                           $   1.52       $     2.02

      As shown in the table above,  total oil and gas sales  decreased  $496,021
      (46.9%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $131,000 and $132,000,  respectively, were related to decreases in volumes
      oil and gas sold and  approximately  $107,000 and $126,000,  respectively,
      were  related  to  decreases  in the  average  prices of oil and gas sold.
      Volumes  of oil and gas sold  decreased  7,399  barrels  and  65,639  Mcf,
      respectively, for the three months ended September 30, 1998 as compared to
      the three months ended  September 30, 1997. The decrease in volumes of oil
      sold  resulted  primarily  from the sale of several  wells during 1997 and
      early 1998.  The decrease in volumes of gas sold resulted  primarily  from
      (i) the sale of  several  wells in 1997 and early  1998 and (ii)  negative
      prior period volume  adjustments  made by the purchaser on two significant
      wells during the three months ended  September  30, 1998.  Average oil and
      gas prices decreased to $11.03 per barrel and $1.52 per Mcf, respectively,
      for the three months ended  September  30, 1998 from $17.66 per barrel and
      $2.02 per Mcf,  respectively,  for the three  months ended  September  30,
      1997.



                                       64
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $10,559  (5.2%) for the three  months ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. This decrease resulted primarily from a decrease in production taxes
      associated  with the  decrease in oil and gas sales,  which  decrease  was
      partially offset by workover  expenses  incurred on two significant  wells
      during the three months ended  September  30, 1998 in order to improve the
      recovery of reserves. As a percentage of oil and gas sales, these expenses
      increased  to 34.1% for the three  months  ended  September  30, 1998 from
      19.1% for the three  months ended  September  30,  1997.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the three months ended  September 30, 1998 as compared
      to the three months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $59,778 (26.8%) for the three months ended September 30, 1998 as
      compared to the three  months ended  September  30,  1997.  This  decrease
      resulted  primarily  from the  decreases  in  volumes  of oil and gas sold
      during the three months ended  September 30, 1998 as compared to the three
      months ended  September  30, 1997.  As a percentage  of oil and gas sales,
      these expenses increased to 29.1% for the three months ended September 30,
      1998 from  21.1% for the three  months  ended  September  30,  1997.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold during the three  months  ended  September  30,
      1998 as compared to the three months ended September 30, 1997.

      General and administrative  expenses increased $1,974 (1.9%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 19.0% for the three months ended September 30, 1998 from 9.9%
      for the three months ended September 30, 1997.  This  percentage  increase
      was primarily due to the decrease in oil and gas sales.





                                       65
<PAGE>




      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $2,310,367       $3,575,321
      Oil and gas production expenses           $  625,597       $  775,531
      Barrels produced                              59,757           73,655
      Mcf produced                                 806,717          945,548
      Average price/Bbl                         $    13.92       $    18.92
      Average price/Mcf                         $     1.83       $     2.31

      As shown in the table above, total oil and gas sales decreased  $1,264,954
      (35.4%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $263,000 and $320,000,  respectively, were related to decreases in volumes
      of oil and gas sold and approximately $299,000 and $383,000, respectively,
      were  related  to  decreases  in the  average  prices of oil and gas sold.
      Volumes of oil and gas sold  decreased  13,898  barrels and  138,831  Mcf,
      respectively,  for the nine months ended September 30, 1998 as compared to
      the nine months ended  September 30, 1997. The decreases in volumes of oil
      and gas sold resulted primarily from the sale of several wells during 1997
      and early 1998.  Average oil and gas prices decreased to $13.92 per barrel
      and $1.83 per Mcf,  respectively,  for the nine months ended September 30,
      1998 from $18.92 per barrel and $2.31 per Mcf, respectively,  for the nine
      months ended September 30, 1997.

      As  discussed  in  Liquidity  and  Capital   Resources   above,  the  II-G
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September 30, 1998 and recognized a $1,368,785  gain on such sales.
      Sales during the nine months ended September 30, 1997 resulted in the II-G
      Partnership recognizing similar gains totaling $338,421.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $149,934  (19.3%) for the nine months ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease resulted primarily from a decrease in production taxes
      associated  with the decrease in oil and gas sales and a decrease in lease
      operating expenses associated with the decreases in volumes of oil and gas
      sold during the nine months  ended  September  30, 1998 as compared to the
      nine months  ended  September  30, 1997.  As a  percentage  of oil and gas
      sales,  these  expenses  increased  to  27.1%  for the nine  months  ended
      September  30, 1998 from 21.7% for the nine  months  ended  September  30,
      1997. This  percentage  increase was primarily due to the decreases in the
      average prices of



                                       66
<PAGE>



      oil and gas sold  during  the nine  months  ended  September  30,  1998 as
      compared to the nine months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $129,138 (19.2%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted  primarily  from the  decreases  in  volumes  of oil and gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months ended  September  30, 1997.  As a percentage  of oil and gas sales,
      this expense  increased to 23.5% for the nine months ended  September  30,
      1998  from  18.8% for the nine  months  ended  September  30,  1997.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold during the nine months ended September 30, 1998
      as compared to the nine months ended September 30, 1997.

      The II-G  Partnership  recognized a non-cash  charge  against  earnings of
      $3,101,656  during the nine  months  ended  September  30,  1997.  Of this
      amount,  $489,672  was  related to a decline in oil and gas prices used to
      determine the  recoverability  of proved oil and gas reserves at March 31,
      1997 and $2,611,984 was related to the writing-off of unproved properties.
      These unproved  properties were written off based on the General Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and provisions in the II-G Partnership's Partnership Agreement which limit
      the level of  permissible  drilling  activity.  No  similar  charges  were
      necessary during the nine months ended September 30, 1998.

      General and  administrative  expenses decreased $4,388 (1.3%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 14.6% for the nine months ended  September 30, 1998 from 9.6%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  1998  totaling  $34,721,371  or 93.29% of Limited  Partners'  capital
      contributions.





                                       67
<PAGE>




      II-H PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $136,780         $251,228
      Oil and gas production expenses             $ 46,496         $ 48,760
      Barrels produced                               3,736            5,463
      Mcf produced                                  61,996           76,662
      Average price/Bbl                           $  10.95         $  17.66
      Average price/Mcf                           $   1.55         $   2.02

      As shown in the table above,  total oil and gas sales  decreased  $114,448
      (45.6%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $30,000  and  $30,000,  respectively,  were  related to  decreases  in the
      volumes  of oil  and gas  sold  and  approximately  $25,000  and  $29,000,
      respectively,  were related to decreases in the average  prices of oil and
      gas sold.  Volumes of oil and gas sold decreased  1,727 barrels and 14,666
      Mcf,  respectively,  for the three  months  ended  September  30,  1998 as
      compared to the three months  ended  September  30, 1997.  The decrease in
      volumes of oil sold  resulted  primarily  from the sale of  several  wells
      during 1997 and early 1998.  The decrease in volumes of gas sold  resulted
      primarily  from (i) the sale of several  wells  during 1997 and early 1998
      and (ii) negative  prior period volume  adjustments  made by purchasers on
      two  significant  wells during the three months ended  September 30, 1998.
      Average  oil and gas prices  decreased  to $10.95 per barrel and $1.55 per
      Mcf,  respectively,  for the three  months ended  September  30, 1998 from
      $17.66 per barrel and $2.02 per Mcf,  respectively,  for the three  months
      ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $2,264  (4.6%) for the three  months  ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. This decrease resulted primarily from a decrease in production taxes
      associated  with the  decrease in oil and gas sales,  which  decrease  was
      partially offset by workover  expenses on two significant wells during the
      three months ended  September 30, 1998 in order to improve the recovery of
      reserves.  As a percentage of oil and gas sales,  these expenses increased
      to 34.0% for the three months ended  September 30, 1998 from 19.4% for the
      three  months  ended  September  30, 1997.  This  percentage  increase was
      primarily due to the  decreases in the average  prices of oil and gas sold
      during the three



                                       68
<PAGE>



      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $14,206 (26.9%) for the three months ended September 30, 1998 as
      compared to the three  months ended  September  30,  1997.  This  decrease
      resulted  primarily  from the  decreases  in  volumes  of oil and gas sold
      during the three months ended  September 30, 1998 as compared to the three
      months ended  September  30, 1997.  As a percentage  of oil and gas sales,
      these expenses increased to 28.3% for the three months ended September 30,
      1998 from  21.1% for the three  months  ended  September  30,  1997.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold during the three  months  ended  September  30,
      1998 as compared to the three months ended September 30, 1997.

      General and  administrative  expenses  increased $485 (1.9%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased  to 19.2% for the three  months  ended  September  30, 1998 from
      10.3% for the three  months ended  September  30,  1997.  This  percentage
      increase was primarily due to the decrease in oil and gas sales.

      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $549,753         $861,261
      Oil and gas production expenses             $151,009         $192,891
      Barrels produced                              13,887           17,129
      Mcf produced                                 193,275          230,796
      Average price/Bbl                           $  13.90         $  18.92
      Average price/Mcf                           $   1.85         $   2.33

      As shown in the table above,  total oil and gas sales  decreased  $311,508
      (36.2%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $61,000  and  $87,000,  respectively,  were  related to  decreases  in the
      volumes  of oil  and gas  sold  and  approximately  $70,000  and  $93,000,
      respectively,  were related to decreases in the average  prices of oil and
      gas sold.  Volumes of oil and gas sold decreased  3,242 barrels and 37,521
      Mcf,  respectively,  for the  nine  months  ended  September  30,  1998 as
      compared to the nine months ended  September  30, 1997.  The  decreases in
      volumes of oil and gas sold  resulted  primarily  from the sale of several
      wells during 1997 and early 1998. Average oil



                                       69
<PAGE>



      and gas  prices  decreased  to  $13.90  per  barrel  and  $1.85  per  Mcf,
      respectively, for the nine months ended September 30, 1998 from $18.92 per
      barrel  and  $2.33  per  Mcf,  respectively,  for the  nine  months  ended
      September 30, 1997.

      As  discussed  in  Liquidity  and  Capital   Resources   above,  the  II-H
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September  30, 1998 and  recognized a $314,187  gain on such sales.
      Sales during the nine months ended September 30, 1997 resulted in the II-H
      Partnership recognizing similar gains totaling $77,387.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $41,882  (21.7%) for the nine months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease resulted primarily from a decrease in production taxes
      associated  with the decrease in oil and gas sales and a decrease in lease
      operating expenses associated with the decreases in volumes of oil and gas
      sold during the nine months  ended  September  30, 1998 as compared to the
      nine months  ended  September  30, 1997.  As a  percentage  of oil and gas
      sales,  these  expenses  increased  to  27.5%  for the nine  months  ended
      September  30, 1998 from 22.4% for the nine  months  ended  September  30,
      1997. This  percentage  increase was primarily due to the decreases in the
      average prices of oil and gas sold during the nine months ended  September
      30, 1998 as compared to the nine months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $34,451 (21.4%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted  primarily  from the  decreases  in  volumes  of oil and gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months ended  September  30, 1997.  As a percentage  of oil and gas sales,
      this expense  increased to 23.1% for the nine months ended  September  30,
      1998  from  18.7% for the nine  months  ended  September  30,  1997.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold during the nine months ended September 30, 1998
      as compared to the nine months ended September 30, 1997.

      The II-H  Partnership  recognized a non-cash  charge  against  earnings of
      $785,220  during the nine months ended September 30, 1997. Of this amount,
      $125,223  was related to a decline in oil and gas prices used to determine
      the  recoverability  of proved oil and gas  reserves at March 31, 1997 and
      $659,997  was related to the  writing-off  of unproved  properties.  These
      unproved  properties  were  written  off  based on the  General  Partner's
      determination that it was unlikely that such properties would be developed
      due to the



                                       70
<PAGE>



      low  oil and  gas  prices  received  over  the  prior  several  years  and
      provisions in the II-H Partnership's Partnership Agreement which limit the
      level of permissible drilling activity.  No similar charges were necessary
      during the nine months ended September 30, 1998.

      General and  administrative  expenses decreased $1,046 (1.2%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 15.2% for the nine months ended  September 30, 1998 from 9.8%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  1998  totaling  $8,082,364  or 88.13% of  Limited  Partners'  capital
      contributions.




                                       71
<PAGE>



                          PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)    Exhibits

             27.1       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-A   Partnership's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

             27.2       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-B   Partnership's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

             27.3       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-C   Partnership's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

             27.4       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-D   Partnership's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

             27.5       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-E   Partnership's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

             27.6       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-F   Partnership's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

             27.7       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-G   Partnership's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.




                                       72
<PAGE>




             27.8       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-H   Partnership's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

                        All other exhibits are omitted as inapplicable.

      (b) Reports on Form 8-K.

            1.    Current  Report on Form 8-K filed during the third  quarter of
                  1998:

                        Date of Event:            June 24, 1998
                        Date filed with SEC:      July 1, 1998
                        Items Included:           Item 5 - Other Events


            2.    Current  Report on Form 8-K filed during the third  quarter of
                  1998:

                        Date of Event:            July 30, 1998
                        Date filed with SEC:      August 5, 1998
                        Items Included:           Item 5 - Other Events




                                       73
<PAGE>



                                  SIGNATURES

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

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


                                    (Registrant)

                                    BY:   GEODYNE RESOURCES, INC.

                                          General Partner


Date:  November 13, 1998            By:       /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  November 13, 1998            By:      /s/Patrick M. Hall
                                       --------------------------------
                                            (Signature)
                                            Patrick M. Hall
                                            Principal Accounting Officer



                                       74
<PAGE>



INDEX TO EXHIBITS


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

27.1        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-A's
            financial statements as of September 30, 1998 and for the nine
            months ended September 30, 1998, filed herewith.

27.2        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-B's
            financial statements as of September 30, 1998 and for the nine
            months ended September 30, 1998, filed herewith.

27.3        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-C's
            financial statements as of September 30, 1998 and for the nine
            months ended September 30, 1998, filed herewith.

27.4        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-D's
            financial statements as of September 30, 1998 and for the nine
            months ended September 30, 1998, filed herewith.

27.5        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-E's
            financial statements as of September 30, 1998 and for the nine
            months ended September 30, 1998, filed herewith.

27.6        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-F's
            financial statements as of September 30, 1998 and for the nine
            months ended September 30, 1998, filed herewith.

27.7        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-G's
            financial statements as of September 30, 1998 and for the nine
            months ended September 30, 1998, filed herewith.

27.8        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-H's
            financial statements as of September 30, 1998 and for the nine
            months ended September 30, 1998, filed herewith.

            All other exhibits are omitted as inapplicable.


                                       75