SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarter ended March 31, 2000

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

                                          March 31,   December 31,
                                            2000          1999
                                        ------------  ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  641,726    $  723,978
   Accounts receivable:
     Oil and gas sales                      769,904       702,392
                                         ----------    ----------
       Total current assets              $1,411,630    $1,426,370

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          3,447,275     3,541,487

DEFERRED CHARGE                             732,855       732,855
                                         ----------    ----------
                                         $5,591,760    $5,700,712
                                         ==========    ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                      $   88,569    $  112,953
   Gas imbalance payable                    123,801       123,801
                                         ----------    ----------
       Total current liabilities         $  212,370    $  236,754

ACCRUED LIABILITY                        $  221,438    $  221,438

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  353,035)  ($  380,195)
   Limited Partners, issued and
     outstanding, 484,283 units           5,510,987     5,622,715
                                         ----------    ----------
       Total Partners' capital           $5,157,952    $5,242,520
                                         ----------    ----------
                                         $5,591,760    $5,700,712
                                         ==========    ==========




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




                                      -2-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                       COMBINED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                           2000            1999
                                        ----------       --------

REVENUES:
   Oil and gas sales                    $1,239,736       $659,163
   Interest income                           7,935          2,069
                                        ----------       --------
                                        $1,247,671       $661,232

COSTS AND EXPENSES:
   Lease operating                      $  317,978       $300,920
   Production tax                           59,884         30,240
   Depreciation, depletion, and
     amortization of oil and gas
     properties                            134,920        144,852
   General and administrative
     (Note 2)                              173,088        172,058
                                        ----------       --------
                                        $  685,870       $648,070
                                        ----------       --------

NET INCOME                              $  561,801       $ 13,162
                                        ==========       ========
GENERAL PARTNER - NET INCOME            $   67,529       $  6,349
                                        ==========       ========
LIMITED PARTNERS - NET INCOME           $  494,272       $  6,813
                                        ==========       ========
NET INCOME per unit                     $     1.02       $    .01
                                        ==========       ========
UNITS OUTSTANDING                          484,283        484,283
                                        ==========       ========




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




                                      -3-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                       COMBINED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                  (Unaudited)
                                           2000            1999
                                        ----------       --------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                             $561,801       $ 13,162
   Adjustments to reconcile net
     income to net cash provided
     by operating activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                          134,920        144,852
     (Increase) decrease in accounts
       receivable - oil and gas sales    (  67,512)        57,592
     Decrease in accounts payable        (  24,384)     (  68,687)
                                          --------       --------
Net cash provided by operating
   activities                             $604,825       $146,919
                                          --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                  ($ 40,708)     ($ 30,474)
   Proceeds from sale of oil and
     gas properties                              -          9,641
                                          --------       --------
Net cash used by investing activities    ($ 40,708)     ($ 20,833)
                                          --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                    ($646,369)     ($ 98,821)
                                          --------       --------
Net cash used by financing activities    ($646,369)     ($ 98,821)
                                          --------       --------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                      ($ 82,252)      $ 27,265

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                     723,978        213,480
                                          --------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                          $641,726       $240,745
                                          ========       ========



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




                                      -4-
<PAGE>




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

                                     ASSETS

                                         March 31,    December 31,
                                           2000           1999
                                        -----------   ------------

CURRENT ASSETS:
   Cash and cash equivalents            $  389,094     $  372,838
   Accounts receivable:
     Oil and gas sales                     532,209        512,039
                                        ----------     ----------
       Total current assets             $  921,303     $  884,877

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method         2,242,375      2,259,415

DEFERRED CHARGE                            230,320        230,320
                                        ----------     ----------
                                        $3,393,998     $3,374,612
                                        ==========     ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                     $   67,386     $   89,312
   Gas imbalance payable                    21,890         21,890
                                        ----------     ----------
       Total current liabilities        $   89,276     $  111,202

ACCRUED LIABILITY                       $   97,529     $   97,529

PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($  288,839)   ($  290,773)
   Limited Partners, issued and
     outstanding, 361,719 units          3,496,032      3,456,654
                                        ----------     ----------
       Total Partners' capital          $3,207,193     $3,165,881
                                        ----------     ----------
                                        $3,393,998     $3,374,612
                                        ==========     ==========



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




                                      -5-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                       COMBINED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                          2000           1999
                                        --------       --------

REVENUES:
   Oil and gas sales                    $849,518       $516,374
   Interest income                         4,321          1,169
                                        --------       --------
                                        $853,839       $517,543

COSTS AND EXPENSES:
   Lease operating                      $199,919       $239,368
   Production tax                         39,791         34,056
   Depreciation, depletion, and
     amortization of oil and gas
     properties                           70,152         97,770
   General and administrative
     (Note 2)                            129,274        127,536
                                        --------       --------
                                        $439,136       $498,730
                                        --------       --------

NET INCOME                              $414,703       $ 18,813
                                        ========       ========
GENERAL PARTNER - NET INCOME            $ 23,325       $  4,793
                                        ========       ========
LIMITED PARTNERS - NET INCOME           $391,378       $ 14,020
                                        ========       ========
NET INCOME per unit                     $   1.08       $    .04
                                        ========       ========
UNITS OUTSTANDING                        361,719        361,719
                                        ========       ========


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




                                      -6-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                       COMBINED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                           2000           1999
                                        ---------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                           $414,703         $ 18,813
   Adjustments to reconcile net
     income to net cash provided
     by operating activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                         70,152           97,770
     (Increase) decrease in accounts
       receivable - oil and gas sales  (  20,170)          15,807
     Increase (decrease) in accounts
       payable                         (  21,926)           2,267
                                        --------         --------
Net cash provided by operating
   activities                           $442,759         $134,657
                                        --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                ($ 53,112)       ($    159)
   Proceeds from sale of oil and
     gas properties                            -           14,780
                                        --------         --------
Net cash provided (used) by investing
   activities                          ($ 53,112)        $ 14,621
                                        --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                  ($373,391)       ($ 94,821)
                                        --------         --------
Net cash used by financing activities  ($373,391)       ($ 94,821)
                                        --------         --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                          $ 16,256         $ 54,457

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                   372,838          107,021
                                        --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                        $389,094         $161,478
                                        ========         ========



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




                                      -7-
<PAGE>




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

                                     ASSETS

                                          March 31,   December 31,
                                            2000         1999
                                        -----------   ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  210,180    $  204,820
   Accounts receivable:
     Oil and gas sales                      242,338       244,751
                                         ----------    ----------
       Total current assets              $  452,518    $  449,571

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          1,210,136     1,225,550

DEFERRED CHARGE                             129,664       129,664
                                         ----------    ----------
                                         $1,792,318    $1,804,785
                                         ==========    ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                      $   28,859    $   38,355
   Gas imbalance payable                     20,300        20,300
                                         ----------    ----------
       Total current liabilities         $   49,159    $   58,655

ACCRUED LIABILITY                        $   54,063    $   54,063

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  118,591)  ($  119,145)
   Limited Partners, issued and
     outstanding, 154,621 units           1,807,687     1,811,212
                                         ----------    ----------
       Total Partners' capital           $1,689,096    $1,692,067
                                         ----------    ----------
                                         $1,792,318    $1,804,785
                                         ==========    ==========




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




                                      -8-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                       COMBINED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                          2000           1999
                                        --------       --------

REVENUES:
   Oil and gas sales                    $404,217       $241,303
   Interest income                         2,382            879
                                        --------       --------
                                        $406,599       $242,182

COSTS AND EXPENSES:
   Lease operating                      $ 85,031       $ 87,650
   Production tax                         21,927         23,514
   Depreciation, depletion, and
     amortization of oil and gas
     properties                           38,068         53,016
   General and administrative
     (Note 2)                             55,281         54,561
                                        --------       --------
                                        $200,307       $218,741
                                        --------       --------

NET INCOME                              $206,292       $ 23,441
                                        ========       ========
GENERAL PARTNER - NET INCOME            $ 23,817       $  7,028
                                        ========       ========
LIMITED PARTNERS - NET INCOME           $182,475       $ 16,413
                                        ========       ========
NET INCOME per unit                     $   1.18       $    .11
                                        ========       ========
UNITS OUTSTANDING                        154,621        154,621
                                        ========       ========




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




                                      -9-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                       COMBINED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                  (Unaudited)
                                          2000             1999
                                        ---------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                           $206,292         $ 23,441
   Adjustments to reconcile net
     income to net cash provided
     by operating activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                         38,068           53,016
     Decrease in accounts receivable -
       oil and gas sales                   2,413            8,597
     Increase (decrease) in accounts
       payable                         (   9,496)           1,202
                                        --------         --------
Net cash provided by operating
   activities                           $237,277         $ 86,256
                                        --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                ($ 22,654)       ($     68)
   Proceeds from sale of oil and
     gas properties                            -            6,133
                                        --------         --------
Net cash provided (used) by
   investing activities                ($ 22,654)        $  6,065
                                        --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                  ($209,263)       ($ 40,598)
                                        --------         --------
Net cash used by financing activities  ($209,263)       ($ 40,598)
                                        --------         --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                          $  5,360         $ 51,723

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                   204,820           66,617
                                        --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                        $210,180         $118,340
                                        ========         ========




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



                                      -10-
<PAGE>



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

                                     ASSETS

                                         March 31,    December 31,
                                           2000           1999
                                       ------------   ------------

CURRENT ASSETS:
   Cash and cash equivalents            $  490,135     $  547,528
   Accounts receivable:
     Oil and gas sales                     513,748        461,491
                                        ----------     ----------
       Total current assets             $1,003,883     $1,009,019

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method         2,240,617      2,315,758

DEFERRED CHARGE                            415,812        415,812
                                        ----------     ----------
                                        $3,660,312     $3,740,589
                                        ==========     ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                     $   60,009     $   76,408
   Gas imbalance payable                   114,149        114,149
                                        ----------     ----------
       Total current liabilities        $  174,158     $  190,557

ACCRUED LIABILITY                       $  146,343     $  146,343

PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($  230,145)   ($  236,260)
   Limited Partners, issued and
     outstanding, 314,878 units          3,569,956      3,639,949
                                        ----------     ----------
       Total Partners' capital          $3,339,811     $3,403,689
                                        ----------     ----------
                                        $3,660,312     $3,740,589
                                        ==========     ==========




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




                                      -11-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                       COMBINED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                          2000           1999
                                        ---------      ---------

REVENUES:
   Oil and gas sales                    $832,083       $505,415
   Interest income                         6,080          3,084
   Loss on sale of oil and
     gas properties                    (   2,474)             -
                                        --------       --------
                                        $835,689       $508,499

COSTS AND EXPENSES:
   Lease operating                      $177,903       $245,252
   Production tax                         50,326         40,297
   Depreciation, depletion, and
     amortization of oil and gas
     properties                           72,748         96,943
   General and administrative
     (Note 2)                            112,549        111,008
                                        --------       --------
                                        $413,526       $493,500
                                        --------       --------

NET INCOME                              $422,163       $ 14,999
                                        ========       ========
GENERAL PARTNER - NET INCOME            $ 48,156       $  4,473
                                        ========       ========
LIMITED PARTNERS - NET INCOME           $374,007       $ 10,526
                                        ========       ========
NET INCOME per unit                     $   1.19       $    .03
                                        ========       ========
UNITS OUTSTANDING                        314,878        314,878
                                        ========       ========



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




                                      -12-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                       COMBINED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                  (Unaudited)
                                          2000            1999
                                        --------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                           $422,163         $ 14,999
   Adjustments to reconcile net
     income to net cash provided
     by operating activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                         72,748           96,943
     Loss on sale of oil and gas
       properties                          2,474                -
     (Increase) decrease in accounts
       receivable - oil and gas sales  (  52,257)          31,159
     Decrease in accounts payable      (  16,399)       (     889)
                                        --------         --------
Net cash provided by operating
   activities                           $428,729         $142,212
                                        --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                ($     81)       ($  2,070)
                                        --------         --------
Net cash used by investing activities  ($     81)       ($  2,070)
                                        --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                  ($486,041)       ($175,936)
                                        --------         --------
Net cash used by financing activities  ($486,041)       ($175,936)
                                        --------         --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                         ($ 57,393)       ($ 35,794)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                   547,528          311,556
                                        --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                        $490,135         $275,762
                                        ========         ========



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




                                      -13-
<PAGE>




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

                                     ASSETS

                                         March 31,    December 31,
                                           2000           1999
                                       ------------   ------------

CURRENT ASSETS:
   Cash and cash equivalents            $  310,670     $  450,833
   Accounts receivable:
     Oil and gas sales                     340,653        319,501
     General Partner (Note 2)                3,500              -
                                        ----------     ----------
       Total current assets             $  654,823     $  770,334

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method         1,951,389      2,035,168

DEFERRED CHARGE                            216,068        216,068
                                        ----------     ----------
                                        $2,822,280     $3,021,570
                                        ==========     ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                     $   31,832     $   48,834
   Gas imbalance payable                    37,480        151,074
                                        ----------     ----------
       Total current liabilities        $   69,312     $  199,908

ACCRUED LIABILITY                       $   42,252     $   42,252

PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($  147,899)   ($  162,586)
   Limited Partners, issued and
     outstanding, 228,821 units          2,858,615      2,941,996
                                        ----------     ----------
       Total Partners' capital          $2,710,716     $2,779,410
                                        ----------     ----------
                                        $2,822,280     $3,021,570
                                        ==========     ==========



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




                                      -14-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                       COMBINED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                         2000            1999
                                       ---------       --------

REVENUES:
   Oil and gas sales                    $509,305       $328,051
   Interest income                         4,898          3,391
   Gain on sale of oil and
     gas properties                        1,977            367
                                        --------       --------
                                        $516,180       $331,809

COSTS AND EXPENSES:
   Lease operating                      $ 96,208       $125,145
   Production tax                         23,085         22,588
   Depreciation, depletion, and
     amortization of oil and gas
     properties                           81,262        110,938
   General and administrative
     (Note 2)                             81,800         80,718
                                        --------       --------
                                        $282,355       $339,389
                                        --------       --------

NET INCOME (LOSS)                       $233,825      ($  7,580)
                                        ========       ========
GENERAL PARTNER - NET INCOME            $ 30,206       $  3,889
                                        ========       ========
LIMITED PARTNERS - NET
   INCOME (LOSS)                        $203,619      ($ 11,469)
                                        ========       ========
NET INCOME (LOSS) per unit              $    .89      ($    .05)
                                        ========       ========
UNITS OUTSTANDING                        228,821        228,821
                                        ========       ========



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




                                      -15-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                       COMBINED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                           2000           1999
                                         ---------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                     $233,825       ($  7,580)
   Adjustments to reconcile net income
     (loss) to net cash provided by
     operating activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                          81,262         110,938
     Gain on sale of oil and gas
       properties                       (   1,977)      (     367)
     (Increase) decrease in accounts
       receivable - oil and gas sales   (  21,152)         18,284
     Increase in accounts receivable -
       General Partner                  (   3,500)              -
     Decrease in accounts payable       (  17,002)      (     768)
     Decrease in gas imbalance payable  ( 113,594)              -
                                         --------        --------
Net cash provided by operating
   activities                            $157,862        $120,507
                                         --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                 ($  1,392)      ($    282)
   Proceeds from sale of oil and
     gas properties                         5,886             708
                                         --------        --------
Net cash provided by investing
   activities                            $  4,494        $    426
                                         --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                   ($302,519)      ($240,874)
                                         --------        --------
Net cash used by financing activities   ($302,519)      ($240,874)
                                         --------        --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                          ($140,163)      ($119,941)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                    450,833         376,779
                                         --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                         $310,670        $256,838
                                         ========        ========


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




                                      -16-
<PAGE>




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

                                     ASSETS

                                         March 31,    December 31,
                                           2000           1999
                                       ------------   ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  293,845    $  280,098
   Accounts receivable:
     Oil and gas sales                      308,389       286,995
     General Partner (Note 2)                 8,555             -
                                         ----------    ----------
       Total current assets              $  610,789    $  567,093

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          1,727,158     1,792,192

DEFERRED CHARGE                              34,366        34,366
                                         ----------    ----------
                                         $2,372,313    $2,393,651
                                         ==========    ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                      $   26,440    $   27,269
   Gas imbalance payable                      5,208         5,208
                                         ----------    ----------
       Total current liabilities         $   31,648    $   32,477

ACCRUED LIABILITY                        $   22,508    $   22,508

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  110,787)  ($  112,893)
   Limited Partners, issued and
     outstanding, 171,400 units           2,428,944     2,451,559
                                         ----------    ----------
       Total Partners' capital           $2,318,157    $2,338,666
                                         ----------    ----------
                                         $2,372,313    $2,393,651
                                         ==========    ==========




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




                                      -17-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                       COMBINED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                           2000           1999
                                         ---------      ---------

REVENUES:
   Oil and gas sales                      $507,658       $394,229
   Interest income                           3,154          1,781
   Gain on sale of oil and
     gas properties                          8,555            898
                                          --------       --------
                                          $519,367       $396,908

COSTS AND EXPENSES:
   Lease operating                        $ 87,404       $132,770
   Production tax                           27,202         25,231
   Depreciation, depletion, and
     amortization of oil and gas
     properties                             68,750        111,013
   General and administrative
     (Note 2)                               61,281         60,495
                                          --------       --------
                                          $244,637       $329,509
                                          --------       --------

NET INCOME                                $274,730       $ 67,399
                                          ========       ========
GENERAL PARTNER - NET INCOME              $ 33,345       $ 16,553
                                          ========       ========
LIMITED PARTNERS - NET INCOME             $241,385       $ 50,846
                                          ========       ========
NET INCOME per unit                       $   1.41       $    .30
                                          ========       ========
UNITS OUTSTANDING                          171,400        171,400
                                          ========       ========



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




                                      -18-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                       COMBINED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                          2000            1999
                                        --------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                           $274,730         $ 67,399
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                         68,750          111,013
     Gain on sale of oil and gas
       properties                      (   8,555)       (     898)
     Increase in accounts receivable -
       oil and gas sales               (  21,394)       (   5,378)
     Increase in accounts receivable -
       General Partner                 (   8,555)               -
     Increase (decrease) in accounts
       payable                         (     829)           3,858
                                        --------         --------
Net cash provided by operating
   activities                           $304,147         $175,994
                                        --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                ($  3,716)       ($  7,922)
   Proceeds from sale of oil and
     gas properties                        8,555            3,382
                                        --------         --------
Net cash provided (used) by
   investing activities                 $  4,839        ($  4,540)
                                        --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                  ($295,239)       ($157,866)
                                        --------         --------
Net cash used by financing activities  ($295,239)       ($157,866)
                                        --------         --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                          $ 13,747         $ 13,588

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                   280,098          153,240
                                        --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                        $293,845         $166,828
                                        ========         ========


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




                                      -19-
<PAGE>




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

                                     ASSETS

                                         March 31,    December 31,
                                           2000          1999
                                       ------------   ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  654,159    $  633,816
   Accounts receivable:
     Oil and gas sales                      619,429       605,936
     General Partner (Note 2)                17,889             -
                                         ----------    ----------
       Total current assets              $1,291,477    $1,239,752

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          3,716,299     3,857,776

DEFERRED CHARGE                              77,306        77,306
                                         ----------    ----------
                                         $5,085,082    $5,174,834
                                         ==========    ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                      $   57,155    $   58,877
   Gas imbalance payable                     11,288        11,288
                                         ----------    ----------
       Total current liabilities         $   68,443    $   70,165

ACCRUED LIABILITY                        $   52,863    $   52,863

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  241,951)  ($  266,026)
   Limited Partners, issued and
     outstanding, 372,189 units           5,205,727     5,317,832
                                         ----------    ----------
       Total Partners' capital           $4,963,776    $5,051,806
                                         ----------    ----------
                                         $5,085,082    $5,174,834
                                         ==========    ==========




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




                                      -20-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                       COMBINED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                           2000          1999
                                        ----------     ---------

REVENUES:
   Oil and gas sales                    $1,040,439     $852,036
   Interest income                           7,327        3,885
   Gain on sale of oil and
     gas properties                         17,889        1,878
                                        ----------     --------
                                        $1,065,655     $857,799

COSTS AND EXPENSES:
   Lease operating                      $  187,170     $282,304
   Production tax                           57,717       54,538
   Depreciation, depletion, and
     amortization of oil and gas
     properties                            149,290      241,511
   General and administrative
     (Note 2)                              133,035      131,150
                                        ----------     --------
                                        $  527,212     $709,503
                                        ----------     --------

NET INCOME                              $  538,443     $148,296
                                        ==========     ========
GENERAL PARTNER - NET INCOME            $   66,548     $ 16,881
                                        ==========     ========
LIMITED PARTNERS - NET INCOME           $  471,895     $131,415
                                        ==========     ========
NET INCOME per unit                     $     1.27     $    .35
                                        ==========     ========
UNITS OUTSTANDING                          372,189      372,189
                                        ==========     ========


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




                                      -21-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                       COMBINED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                            2000          1999
                                          --------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                             $538,443       $148,296
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                          149,290        241,511
     Gain on sale of oil and gas
       properties                        (  17,889)     (   1,878)
     Increase in accounts receivable -
       oil and gas sales                 (  13,493)     (  26,767)
     Increase in accounts receivable -
       General Partner                   (  17,889)             -
     Increase (decrease) in accounts
       payable                           (   1,722)         8,073
                                          --------       --------
Net cash provided by operating
   activities                             $636,740       $369,235
                                          --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                  ($  7,813)     ($ 17,119)
   Proceeds from sale of oil and
     gas properties                         17,889          7,244
                                          ---------      --------
Net cash provided (used) by
   investing activities                   $ 10,076      ($  9,875)
                                          --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                    ($626,473)     ($342,629)
                                          --------       --------
Net cash used by financing activities    ($626,473)     ($342,629)
                                          --------       --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                            $ 20,343       $ 16,731

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                     633,816        333,168
                                          --------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                          $654,159       $349,899
                                          ========       ========


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




                                      -22-
<PAGE>




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

                                     ASSETS

                                         March 31,    December 31,
                                           2000          1999
                                        -----------   ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  153,298    $  147,018
   Accounts receivable:
     Oil and gas sales                      132,331       143,876
     General Partner (Note 2)                 4,138             -
                                         ----------    ----------
       Total current assets              $  289,767    $  290,894

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method            874,045       906,816

DEFERRED CHARGE                              18,072        18,072
                                         ----------    ----------
                                         $1,181,884    $1,215,782
                                         ==========    ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                      $   14,069    $   14,504
   Gas imbalance payable                      2,789         2,789
                                         ----------    ----------
       Total current liabilities         $   16,858    $   17,293

ACCRUED LIABILITY                        $   11,016    $   11,016

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($   67,387)  ($   66,614)
   Limited Partners, issued and
     outstanding, 91,711 units            1,221,397     1,254,087
                                         ----------    ----------
       Total Partners' capital           $1,154,010    $1,187,473
                                         ----------    ----------
                                         $1,181,884    $1,215,782
                                         ==========    ==========




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




                                      -23-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                       COMBINED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                            2000          1999
                                          --------     ----------

REVENUES:
   Oil and gas sales                      $222,609       $198,192
   Interest income                           1,676            813
   Gain on sale of oil and
     gas properties                          4,138            434
                                          --------       --------
                                          $228,423       $199,439

COSTS AND EXPENSES:
   Lease operating                        $ 45,307       $ 67,400
   Production tax                           13,014         12,641
   Depreciation, depletion, and
     amortization of oil and gas
     properties                             34,596         55,089
   General and administrative
     (Note 2)                               32,759         32,388
                                          --------       --------
                                          $125,676       $167,518
                                          --------       --------

NET INCOME                                $102,747       $ 31,921
                                          ========       ========
GENERAL PARTNER - NET INCOME              $  6,437       $  3,759
                                          ========       ========
LIMITED PARTNERS - NET INCOME             $ 96,310       $ 28,162
                                          ========       ========
NET INCOME per unit                       $   1.05       $    .31
                                          ========       ========
UNITS OUTSTANDING                           91,711         91,711
                                          ========       ========




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




                                      -24-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                       COMBINED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                            2000           1999
                                          --------       --------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                             $102,747        $31,921
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                           34,596         55,089
     Gain on sale of oil and gas
       properties                        (   4,138)      (    434)
     (Increase) decrease in accounts
       receivable - oil and gas sales       11,545       (  2,799)
     Increase in accounts receivable -
       General Partner                   (   4,138)             -
     Increase (decrease) in accounts
       payable                           (     435)         1,901
                                          --------        -------
Net cash provided by operating
   activities                             $140,177        $85,678
                                          --------        -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                  ($  1,825)      ($ 4,203)
   Proceeds from sale of oil and
     gas properties                          4,138          1,756
                                          --------        -------
Net cash provided (used) by investing
   activities                             $  2,313       ($ 2,447)
                                          --------        -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                    ($136,210)      ($82,348)
                                          --------        -------
Net cash used by financing activities    ($136,210)      ($82,348)
                                          --------        -------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                            $  6,280        $   883

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                     147,018         78,275
                                          --------        -------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                          $153,298        $79,158
                                          ========        =======


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



                                      -25-
<PAGE>




             GEODYNE ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
             CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2000
                                   (Unaudited)


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

      The combined balance sheets as of March 31, 2000,  combined  statements of
      operations  for the  three  months  ended  March 31,  2000 and  1999,  and
      combined  statements  of cash flows for the three  months  ended March 31,
      2000 and 1999 have been prepared by Geodyne  Resources,  Inc., the General
      Partner  of  the  limited   partnerships,   without  audit.  Each  limited
      partnership  is a  general  partner  in  the  related  Geodyne  Production
      Partnership  in which  Geodyne  Resources,  Inc.  serves  as the  managing
      partner.  Unless the context  indicates  otherwise,  all  references  to a
      "Partnership"  or  the   "Partnerships"  are  references  to  the  limited
      partnership and its related production partnership,  collectively, and all
      references to the "General  Partner" are references to the general partner
      of the limited  partnerships  and the managing  partner of the  production
      partnerships,  collectively.  In the opinion of  management  the financial
      statements referred to above include all necessary adjustments, consisting
      of normal recurring adjustments,  to present fairly the combined financial
      position at March 31, 2000,  the combined  results of  operations  for the
      three  months ended March 31, 2000 and 1999,  and the combined  cash flows
      for the three months ended March 31, 2000 and 1999.

      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, 1999. The
      results  of  operations  for the  period  ended  March  31,  2000  are not
      necessarily indicative of the results to be expected for the full year.

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





                                      -26-
<PAGE>





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

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

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

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





                                      -27-
<PAGE>





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

      The Partnerships'  Partnership Agreements provide for reimbursement to the
      General Partner for all direct general and administrative expenses and for
      the general and  administrative  overhead  applicable to the  Partnerships
      based on an allocation of actual costs  incurred.  During the three months
      ended  March 31,  2000 the  following  payments  were made to the  General
      Partner or its affiliates by the Partnerships:

                            Direct General       Administrative
           Partnership     and Administrative       Overhead
           -----------     -------------------   ---------------
              II-A               $45,645             $127,443
              II-B                34,084               95,190
              II-C                14,592               40,689
              II-D                29,686               82,863
              II-E                21,584               60,216
              II-F                16,176               45,105
              II-G                35,091               97,944
              II-H                 8,624               24,135

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

      The  receivable  from the General  Partner at March 31, 2000 for the II-E,
      II-F,  II-G  and  II-H  Partnerships   represents   proceeds  due  to  the
      Partnerships  from the  sale of oil and gas  properties  to third  parties
      during  the first  quarter of 2000.  Subsequent  to March 31,  2000,  this
      receivable was collected by the Partnerships.





                                      -28-
<PAGE>




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

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

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

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

GENERAL
-------

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




                                      -29-
<PAGE>





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

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

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

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

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

      Net proceeds from the  operations  less  necessary  operating  capital are
      distributed to the Limited Partners on a quarterly basis. Revenues and net
      proceeds of a Partnership  are largely  dependent  upon the volumes of oil
      and gas sold and the  prices  received  for  such oil and gas.  While  the
      General  Partner cannot predict  future  pricing  trends,  it believes the
      working  capital  available  as of  March  31,  2000  and the net  revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

      During  the three  months  ended  March  31,  2000,  capital  expenditures
      incurred  by the  II-A,  II-B,  and  II-C  Partnerships  totaled  $40,708,
      $53,112, and $22,654, respectively.  These expenditures were primarily for
      the recompletion of the Myron No. 2 well located in Grayson County, Texas.
      These  recompletion  activities  were  conducted  in order to improve  the
      recovery of reserves.





                                      -30-
<PAGE>





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

      GENERAL DISCUSSION

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

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

      II-A PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                      Three Months Ended March 31,
                                      ----------------------------
                                            2000            1999
                                         ----------       --------
      Oil and gas sales                  $1,239,736       $659,163
      Oil and gas production expenses    $  377,862       $331,160
      Barrels produced                       21,752         23,324
      Mcf produced                          274,250        260,569
      Average price/Bbl                  $    25.50       $  10.70
      Average price/Mcf                  $     2.50       $   1.57

      As shown in the table above,  total oil and gas sales  increased  $580,573
      (88.1%) for the three months ended March 31, 2000 as compared to the three
      months ended March 31, 1999. Of this increase,  approximately $322,000 and
      $254,000, respectively, were related to increases in the average prices of
      oil and gas sold.  Volumes  of oil sold  decreased  1,572  barrels,  while
      volumes of gas sold increased  13,681 Mcf for the three months ended March
      31, 2000 as




                                      -31-
<PAGE>




      compared to the three  months  ended March 31,  1999.  Average oil and gas
      prices increased to $25.50 per barrel and $2.50 per Mcf, respectively, for
      the three months ended March 31, 2000 from $10.70 per barrel and $1.57 per
      Mcf, respectively, for the three months ended March 31, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $46,702  (14.1%) for the three months ended
      March 31, 2000 as compared to the three months ended March 31, 1999.  This
      increase  was  primarily  due to  (i)  an  increase  in  production  taxes
      associated  with the increase in oil and gas sales,  (ii)  production  tax
      credits  received  from the  operator  on several  wells  during the three
      months  ended March 31, 1999,  and (iii)  surface  repair and  maintenance
      expenses  incurred on one  significant  well during the three months ended
      March 31, 2000. These increases were partially offset by workover expenses
      incurred on two other wells  during the three  months ended March 31, 1999
      in order to improve the recovery of reserves.  As a percentage  of oil and
      gas sales,  these  expenses  decreased to 30.5% for the three months ended
      March 31, 2000 from 50.2% for the three months ended March 31, 1999.  This
      percentage  decrease  was  primarily  due to the  increases in the average
      prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $9,932  (6.9%) for the three  months  ended  March 31,  2000 as
      compared to the three months ended March 31, 1999.  As a percentage of oil
      and gas sales,  this expense decreased to 10.9% for the three months ended
      March 31, 2000 from 22.0% for the three months ended March 31, 1999.  This
      percentage  decrease  was  primarily  due to the  increases in the average
      prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant for the
      three  months  ended March 31, 2000 as compared to the three  months ended
      March 31,  1999.  As a  percentage  of oil and gas sales,  these  expenses
      decreased  to 14.0% for the three  months  ended March 31, 2000 from 26.1%
      for the three months ended March 31, 1999.  This  percentage  decrease was
      primarily due to the increase in oil and gas sales.

      The II-A  Partnership  achieved payout during the three months ended March
      31, 2000.  After payout,  operations and revenues for the II-A Partnership
      have been and will be allocated using the after payout percentages.  After
      payout  percentages  allocate  operating  income and  expenses  10% to the
      General Partner and 90% to the Limited Partners.  Before payout, operating
      income and expenses  were  allocated 5% to the General  Partner and 95% to
      the Limited Partners. See the Partnerships' Annual Report on Form 10-K for
      the year ended December 31, 1999 for a further  discussion of pre and post
      payout allocations of income and expense.




                                      -32-
<PAGE>





      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling  $48,610,357  or 100.38% of the Limited  Partners'  capital
      contributions.

      II-B PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                      Three Months Ended March 31,
                                      ----------------------------
                                           2000            1999
                                         --------        --------
      Oil and gas sales                  $849,518        $516,374
      Oil and gas production expenses    $239,710        $273,424
      Barrels produced                     14,891          14,932
      Mcf produced                        195,055         220,787
      Average price/Bbl                  $  25.43        $  10.75
      Average price/Mcf                  $   2.41        $   1.61

      As shown in the table above,  total oil and gas sales  increased  $333,144
      (64.5%) for the three months ended March 31, 2000 as compared to the three
      months ended March 31, 1999. Of this increase,  approximately $218,000 and
      $157,000, respectively, were related to increases in the average prices of
      oil and gas  sold.  These  price  increases  were  partially  offset  by a
      decrease of approximately  $41,000 related to a decrease in volumes of gas
      sold.  Volumes of oil and gas sold  decreased  41 barrels  and 25,732 Mcf,
      respectively, for the three months ended March 31, 2000 as compared to the
      three months ended March 31, 1999. The decrease in volumes of gas sold was
      primarily due to (i) normal  declines in production,  (ii) the curtailment
      of sales during the three  months ended March 31, 2000 on one  significant
      well due to the II-B Partnership's  overproduced gas balancing position in
      that well, and (iii) negative prior period volume  adjustments made by the
      purchaser on another  significant well during the three months ended March
      31,  2000.  Average oil and gas prices  increased to $25.43 per barrel and
      $2.41 per Mcf,  respectively,  for the three  months  ended March 31, 2000
      from  $10.75  per barrel  and $1.61 per Mcf,  respectively,  for the three
      months ended March 31, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $33,714  (12.3%) for the three months ended
      March 31, 2000 as compared to the three months ended March 31, 1999.  This
      decrease was primarily due to (i) a decrease in lease  operating  expenses
      associated  with the  decreases  in  volumes  of oil and gas sold and (ii)
      workover  expenses  incurred  on two  significant  wells  during the three
      months  ended March 31, 1999 in order to improve the recovery of reserves.
      These decreases were




                                      -33-
<PAGE>




      partially  offset  by (i)  an  increase  in  environmental  expenses  on a
      waterflood  unit during the three  months ended March 31, 2000 as compared
      to the  three  months  ended  March  31,  1999  and  (ii) an  increase  in
      production  taxes  associated with the increase in oil and gas sales. As a
      percentage of oil and gas sales, these expenses decreased to 28.2% for the
      three  months  ended March 31, 2000 from 53.0% for the three  months ended
      March  31,  1999.  This  percentage  decrease  was  primarily  due  to the
      increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $27,618  (28.2%) for the three  months  ended March 31, 2000 as
      compared to the three  months  ended March 31,  1999.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves at December 31, 1999 and the  decreases in volumes of oil and
      gas sold. As a percentage of oil and gas sales,  this expense decreased to
      8.3% for the three  months  ended  March 31, 2000 from 18.9% for the three
      months ended March 31, 1999. This percentage decrease was primarily due to
      the  increases  in the  average  prices of oil and gas sold and the dollar
      decrease in depreciation, depletion, and amortization.

      General and administrative  expenses increased $1,738 (1.4%) for the three
      months  ended March 31, 2000 as compared to the three  months  ended March
      31, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 15.2% for the three  months  ended  March 31,  2000 from  24.7% for the
      three months ended March 31, 1999. This percentage  decrease was primarily
      due to the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling  $35,274,916  or 97.52% of the  Limited  Partners'  capital
      contributions.

      II-C PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                      Three Months Ended March 31,
                                      ----------------------------
                                             2000           1999
                                           --------       --------
      Oil and gas sales                    $404,217       $241,303
      Oil and gas production expenses      $106,958       $111,164
      Barrels produced                        4,495          4,701
      Mcf produced                          114,902        116,384
      Average price/Bbl                    $  26.20       $  10.81
      Average price/Mcf                    $   2.49       $   1.64




                                      -34-
<PAGE>





      As shown in the table above,  total oil and gas sales  increased  $162,914
      (67.5%) for the three months ended March 31, 2000 as compared to the three
      months ended March 31, 1999. Of this increase,  approximately  $69,000 and
      $98,000, respectively,  were related to increases in the average prices of
      oil and gas sold.  Volumes of oil and gas sold  decreased  206 barrels and
      1,482 Mcf,  respectively,  for the three  months  ended  March 31, 2000 as
      compared to the three  months  ended March 31,  1999.  Average oil and gas
      prices increased to $26.20 per barrel and $2.49 per Mcf, respectively, for
      the three months ended March 31, 2000 from $10.81 per barrel and $1.64 per
      Mcf, respectively, for the three months ended March 31, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $4,206 (3.8%) for the three months ended March
      31, 2000 as  compared  to the three  months  ended  March 31,  1999.  This
      decrease was primarily  due to (i) positive  prior period  production  tax
      adjustments  made by the  purchaser  on two  significant  wells during the
      three  months  ended  March  31,  1999  and  (ii)  negative  prior  period
      production  tax  adjustments  made by the purchaser on several other wells
      during  the three  months  ended  March 31,  2000.  These  decreases  were
      substantially  offset by an increase in production  taxes  associated with
      the increase in oil and gas sales.  As a percentage  of oil and gas sales,
      these  expenses  decreased  to 26.5% for the three  months ended March 31,
      2000 from 46.1% for the three months ended March 31, 1999. This percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $14,948  (28.2%) for the three  months  ended March 31, 2000 as
      compared to the three  months  ended March 31,  1999.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves at December 31, 1999.  As a percentage  of oil and gas sales,
      this  expense  decreased to 9.4% for the three months ended March 31, 2000
      from 22.0% for the three  months  ended March 31,  1999.  This  percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold and the  dollar  decrease  in  depreciation,  depletion,  and
      amortization.

      General and  administrative  expenses  increased $720 (1.3%) for the three
      months  ended March 31, 2000 as compared to the three  months  ended March
      31, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 13.7% for the three  months  ended  March 31,  2000 from  22.6% for the
      three months ended March 31, 1999. This percentage  decrease was primarily
      due to the increase in oil and gas sales.




                                      -35-
<PAGE>





      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling  $16,077,686  or 103.98% of the Limited  Partners'  capital
      contributions.

      II-D PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                     Three Months Ended March 31,
                                     ----------------------------
                                            2000            1999
                                          --------        --------
      Oil and gas sales                   $832,083        $505,415
      Oil and gas production expenses     $228,229        $285,549
      Barrels produced                       7,425           9,304
      Mcf produced                         250,374         223,820
      Average price/Bbl                   $  27.36        $  10.21
      Average price/Mcf                   $   2.51        $   1.83

      As shown in the table above,  total oil and gas sales  increased  $326,668
      (64.6%) for the three months ended March 31, 2000 as compared to the three
      months ended March 31, 1999. Of this increase,  approximately $127,000 and
      $170,000, respectively, were related to increases in the average prices of
      oil and gas sold and  approximately  $49,000 was related to an increase in
      volumes of gas sold.  Volumes of oil sold decreased  1,879 barrels,  while
      volumes of gas sold increased  26,554 Mcf for the three months ended March
      31,  2000 as  compared  to the three  months  ended  March 31,  1999.  The
      decrease  in volumes  of oil sold was  primarily  due to a negative  prior
      period  volume  adjustment  made by the operator on one  significant  well
      during the three months  ended March 31, 2000 and a positive  prior period
      volume  adjustment  made by the  operator on two other  significant  wells
      during the three months  ended March 31, 1999.  The increase in volumes of
      gas  sold  was  primarily  due  to  (i) a  positive  prior  period  volume
      adjustment made by the purchaser on one significant  well during the three
      months  ended  March 31,  2000,  (ii) an  increase  in  production  on one
      significant well due to the successful  workover of that well during 1999,
      and (iii) the II-D  Partnership's  receipt of an increased  percentage  of
      sales on one significant well during the three months ended March 31, 2000
      due to its underproduced gas balancing  position in that well. Average oil
      and gas  prices  increased  to  $27.36  per  barrel  and  $2.51  per  Mcf,
      respectively,  for the three  months  ended March 31, 2000 from $10.21 per
      barrel and $1.83 per Mcf,  respectively,  for the three months ended March
      31, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $57,320  (20.1%) for the three months ended
      March 31, 2000 as compared to the three months ended March 31, 1999.  This
      decrease was



                                      -36-
<PAGE>



      primarily  due to workover  expenses  incurred on several wells during the
      three  months  ended March 31,  1999 in order to improve  the  recovery of
      reserves.  These  decreases  were  partially  offset  by  an  increase  in
      production  taxes  associated with the increase in oil and gas sales. As a
      percentage of oil and gas sales, these expenses decreased to 27.4% for the
      three  months  ended March 31, 2000 from 56.5% for the three  months ended
      March 31, 1999. This  percentage  decrease was primarily due to the dollar
      decrease  in oil and gas  production  expenses  and the  increases  in the
      average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $24,195  (25.0%) for the three  months  ended March 31, 2000 as
      compared to the three  months  ended March 31,  1999.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves at December 31, 1999.  As a percentage  of oil and gas sales,
      this  expense  decreased to 8.7% for the three months ended March 31, 2000
      from 19.2% for the three  months  ended March 31,  1999.  This  percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold and the  dollar  decrease  in  depreciation,  depletion,  and
      amortization expenses.

      General and administrative  expenses increased $1,541 (1.4%) for the three
      months  ended March 31, 2000 as compared to the three  months  ended March
      31, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 13.5% for the three  months  ended  March 31,  2000 from  22.0% for the
      three months ended March 31, 1999. This percentage  decrease was primarily
      due to the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling  $32,548,903  or 103.37% of the Limited  Partners'  capital
      contributions.

      II-E PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                      Three Months Ended March 31,
                                      ----------------------------
                                             2000           1999
                                           --------       --------
      Oil and gas sales                    $509,305       $328,051
      Oil and gas production expenses      $119,293       $147,733
      Barrels produced                        7,222          8,860
      Mcf produced                          159,822        154,199
      Average price/Bbl                    $  28.92       $  11.17
      Average price/Mcf                    $   1.88       $   1.49




                                      -37-
<PAGE>





      As shown in the table above,  total oil and gas sales  increased  $181,254
      (55.3%) for the three months ended March 31, 2000 as compared to the three
      months ended March 31, 1999. Of this increase,  approximately $128,000 and
      $63,000, respectively,  were related to increases in the average prices of
      oil and gas  sold.  These  price  increases  were  partially  offset  by a
      decrease of approximately  $18,000 related to a decrease in the volumes of
      oil sold.  Volumes of oil sold decreased  1,638 barrels,  while volumes of
      gas sold increased  5,623 Mcf for the three months ended March 31, 2000 as
      compared to the three months ended March 31, 1999. The decrease in volumes
      of oil  sold was  primarily  due to (i) a  negative  prior  period  volume
      adjustment made by the operator on one  significant  well during the three
      months  ended  March  31,  2000,  (ii)  a  positive  prior  period  volume
      adjustment  made by the  operator on another  significant  well during the
      three  months  ended  March  31,  1999,  and  (iii)  normal   declines  in
      production.  These  decreases  were  partially  offset by a positive prior
      period volume  adjustment  made by the purchaser on one  significant  well
      during the three months  ended March 31, 2000.  Average oil and gas prices
      increased  to $28.92 per barrel and $1.88 per Mcf,  respectively,  for the
      three  months  ended  March 31,  2000 from $11.17 per barrel and $1.49 per
      Mcf, respectively, for the three months ended March 31, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $28,440  (19.3%) for the three months ended
      March 31, 2000 as compared to the three months ended March 31, 1999.  This
      decrease was primarily due to workover  expenses incurred on several wells
      during the three  months  ended  March 31,  1999 in order to  improve  the
      recovery of reserves  and a decrease  in repair and  maintenance  expenses
      incurred on one  significant  well during the three months ended March 31,
      2000 as compared to the three months ended March 31, 1999. As a percentage
      of oil and gas  sales,  these  expenses  decreased  to 23.4% for the three
      months  ended March 31, 2000 from 45.0% for the three  months  ended March
      31, 1999. This  percentage  decrease was primarily due to the increases in
      the average prices of oil and gas sold and the dollar  decrease in oil and
      gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $29,676  (26.8%) for the three  months  ended March 31, 2000 as
      compared to the three  months  ended March 31,  1999.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves at December 31, 1999.  As a percentage  of oil and gas sales,
      this expense  decreased to 16.0% for the three months ended March 31, 2000
      from 33.8% for the three  months  ended March 31,  1999.  This  percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold and the  dollar  decrease  in  depreciation,  depletion,  and
      amortization expenses.




                                      -38-
<PAGE>






      General and administrative  expenses increased $1,082 (1.3%) for the three
      months  ended March 31, 2000 as compared to the three  months  ended March
      31, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 16.1% for the three  months  ended  March 31,  2000 from  24.6% for the
      three months ended March 31, 1999. This percentage  decrease was primarily
      due to the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling   $23,570,574  or  103.01%  of  Limited  Partners'  capital
      contributions.

      II-F PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                      Three Months Ended March 31,
                                      ----------------------------
                                             2000           1999
                                           --------       --------
      Oil and gas sales                    $507,658       $394,229
      Oil and gas production expenses      $114,606       $158,001
      Barrels produced                        7,841         10,481
      Mcf produced                          143,045        186,584
      Average price/Bbl                    $  27.32       $  10.34
      Average price/Mcf                    $   2.05       $   1.53

      As shown in the table above,  total oil and gas sales  increased  $113,429
      (28.8%) for the three months ended March 31, 2000 as compared to the three
      months ended March 31, 1999. Of this increase,  approximately $133,000 and
      $74,000, respectively,  were related to increases in the average prices of
      oil and gas sold. These price increases were partially offset by decreases
      of approximately $27,000 and $67,000,  respectively,  related to decreases
      in  volumes  of oil and gas sold.  Volumes  of oil and gas sold  decreased
      2,640  barrels and 43,539 Mcf,  respectively,  for the three  months ended
      March 31, 2000 as compared to the three months  ended March 31, 1999.  The
      decrease in volumes of oil sold was primarily due to positive prior period
      volume  adjustments made by the operators on two significant  wells during
      the three months ended March 31, 1999 and normal  declines in  production.
      The decrease in volumes of gas sold was primarily due to a positive  prior
      period volume adjustment made by the operator on another  significant well
      during  the three  months  ended  March 31,  1999 and normal  declines  in
      production.  Average oil and gas prices increased to $27.32 per barrel and
      $2.05 per Mcf,  respectively,  for the three  months  ended March 31, 2000
      from  $10.34  per barrel  and $1.53 per Mcf,  respectively,  for the three
      months ended March 31, 1999.




                                      -39-
<PAGE>





      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $43,395  (27.5%) for the three months ended
      March 31, 2000 as compared to the three months ended March 31, 1999.  This
      decrease was primarily due to (i) a decrease in lease  operating  expenses
      associated  with  the  decreases  in  volumes  of oil and gas  sold,  (ii)
      workover expenses incurred on one significant well during the three months
      ended  March 31, 1999 in order to improve the  recovery of  reserves,  and
      (iii) positive prior period lease operating  expense  adjustments  made by
      the  operator on another  significant  well during the three  months ended
      March 31,  1999.  As a  percentage  of oil and gas sales,  these  expenses
      decreased  to 22.6% for the three  months  ended March 31, 2000 from 40.1%
      for the three months ended March 31, 1999.  This  percentage  decrease was
      primarily due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $42,263  (38.1%) for the three  months  ended March 31, 2000 as
      compared to the three  months  ended March 31,  1999.  This  decrease  was
      primarily  due to the  decreases in volumes of oil and gas sold and upward
      revisions in the  estimates of remaining  oil and gas reserves at December
      31, 1999. As a percentage of oil and gas sales,  this expense decreased to
      13.5% for the three  months  ended March 31, 2000 from 28.2% for the three
      months ended March 31, 1999. This percentage decrease was primarily due to
      the increases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased $786 (1.3%) for the three
      months  ended March 31, 2000 as compared to the three  months  ended March
      31, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 12.1% for the three  months  ended  March 31,  2000 from  15.3% for the
      three months ended March 31, 1999. This percentage  decrease was primarily
      due to the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling   $18,021,051  or  105.14%  of  Limited  Partners'  capital
      contributions.





                                      -40-
<PAGE>





      II-G PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                      Three Months Ended March 31,
                                      ----------------------------
                                              2000         1999
                                           ----------    ---------
      Oil and gas sales                    $1,040,439     $852,036
      Oil and gas production expenses      $  244,887     $336,842
      Barrels produced                         16,431       22,078
      Mcf produced                            310,428      406,215
      Average price/Bbl                    $    27.33     $  10.34
      Average price/Mcf                    $     1.91     $   1.54

      As shown in the table above,  total oil and gas sales  increased  $188,403
      (22.1%) for the three months ended March 31, 2000 as compared to the three
      months ended March 31, 1999. Of this increase,  approximately $279,000 and
      $114,000, respectively, were related to increases in the average prices of
      oil and gas sold. These price increases were partially offset by decreases
      of approximately $58,000 and $147,000, respectively,  related to decreases
      in  volumes  of oil and gas sold.  Volumes  of oil and gas sold  decreased
      5,647  barrels and 95,787 Mcf,  respectively,  for the three  months ended
      March 31, 2000 as compared to the three months  ended March 31, 1999.  The
      decrease in volumes of oil sold was primarily due to positive prior period
      volume  adjustments made by the operators on two significant  wells during
      the three months ended March 31, 1999 and normal  declines in  production.
      The decrease in volumes of gas sold was primarily due to a positive  prior
      period volume adjustment made by the operator on another  significant well
      during  the three  months  ended  March 31,  1999 and normal  declines  in
      production.  Average oil and gas prices increased to $27.33 per barrel and
      $1.91 per Mcf,  respectively,  for the three  months  ended March 31, 2000
      from  $10.34  per barrel  and $1.54 per Mcf,  respectively,  for the three
      months ended March 31, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $91,955  (27.3%) for the three months ended
      March 31, 2000 as compared to the three months ended March 31, 1999.  This
      decrease was primarily due to (i) a decrease in lease  operating  expenses
      associated  with  the  decreases  in  volumes  of oil and gas  sold,  (ii)
      workover expenses incurred on one significant well during the three months
      ended  March 31, 1999 in order to improve the  recovery of  reserves,  and
      (iii) positive prior period lease operating  expense  adjustments  made by
      the  operator on another  significant  well during the three  months ended
      March 31, 1999. As a percentage of oil and gas sales,




                                      -41-
<PAGE>




      these  expenses  decreased  to 23.5% for the three  months ended March 31,
      2000 from 39.5% for the three months ended March 31, 1999. This percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $92,221  (38.2%) for the three  months  ended March 31, 2000 as
      compared to the three  months  ended March 31,  1999.  This  decrease  was
      primarily  due to the  decreases in volumes of oil and gas sold and upward
      revisions in the  estimates of remaining  oil and gas reserves at December
      31, 1999. As a percentage of oil and gas sales,  this expense decreased to
      14.3% for the three  months  ended March 31, 2000 from 28.3% for the three
      months ended March 31, 1999. This percentage decrease was primarily due to
      the increases in the average prices of oil and gas sold.

      General and administrative  expenses increased $1,885 (1.4%) for the three
      months  ended March 31, 2000 as compared to the three  months  ended March
      31, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 12.8% for the three  months  ended  March 31,  2000 from  15.4% for the
      three months ended March 31, 1999. This percentage  decrease was primarily
      due to the increase in oil and gas sales.

      The II-G  Partnership  achieved payout during the three months ended March
      31, 2000.  After payout,  operations and revenues for the II-G Partnership
      have been and will be allocated using the after payout percentages.  After
      payout  percentages  allocate  operating  income and  expenses  10% to the
      General Partner and 90% to the Limited Partners.  Before payout, operating
      income and expenses  were  allocated 5% to the General  Partner and 95% to
      the Limited Partners. See the Partnerships' Annual Report on Form 10-K for
      the year ended December 31, 1999 for a further  discussion of pre and post
      payout allocations of income and expense.

      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling   $37,266,371  or  100.13%  of  Limited  Partners'  capital
      contributions.





                                      -42-
<PAGE>





      II-H PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                      Three Months Ended March 31,
                                      ----------------------------
                                             2000           1999
                                           --------       --------
      Oil and gas sales                    $222,609       $198,192
      Oil and gas production expenses      $ 58,321       $ 80,041
      Barrels produced                        3,831          5,155
      Mcf produced                           72,673         94,271
      Average price/Bbl                    $  27.31       $  10.34
      Average price/Mcf                    $   1.62       $   1.54

      As shown in the table  above,  total oil and gas sales  increased  $24,417
      (12.3%) for the three months ended March 31, 2000 as compared to the three
      months ended March 31, 1999. Of this increase,  approximately  $65,000 and
      $6,000,  respectively,  were related to increases in the average prices of
      oil and gas sold. These price increases were partially offset by decreases
      of approximately $14,000 and $33,000,  respectively,  related to decreases
      in  volumes  of oil and gas sold.  Volumes  of oil and gas sold  decreased
      1,324  barrels and 21,598 Mcf,  respectively,  for the three  months ended
      March 31, 2000 as compared to the three months  ended March 31, 1999.  The
      decrease in volumes of oil sold was primarily due to positive prior period
      volume  adjustments made by the operators on two significant  wells during
      the three months ended March 31, 1999 and normal  declines in  production.
      The decrease in volumes of gas sold was primarily due to a positive  prior
      period volume adjustment made by the operator on another  significant well
      during  the three  months  ended  March 31,  1999 and normal  declines  in
      production.  Average oil and gas prices increased to $27.31 per barrel and
      $1.62 per Mcf,  respectively,  for the three  months  ended March 31, 2000
      from  $10.34  per barrel  and $1.54 per Mcf,  respectively,  for the three
      months ended March 31, 1999.


      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $21,720  (27.1%) for the three months ended
      March 31, 2000 as compared to the three months ended March 31, 1999.  This
      decrease was primarily due to (i) a decrease in lease  operating  expenses
      associated  with  the  decreases  in  volumes  of oil and gas  sold,  (ii)
      workover expenses incurred on one significant well during the three months
      ended  March 31, 1999 in order to improve the  recovery of  reserves,  and
      (iii) positive prior period lease operating  expense  adjustments  made by
      the operator on another significant well during the three months




                                      -43-
<PAGE>




      ended March 31, 1999. As a percentage of oil and gas sales, these expenses
      decreased  to 26.2% for the three  months  ended March 31, 2000 from 40.4%
      for the three months ended March 31, 1999.  This  percentage  decrease was
      primarily due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $20,493  (37.2%) for the three  months  ended March 31, 2000 as
      compared to the three  months  ended March 31,  1999.  This  decrease  was
      primarily  due to the  decreases in volumes of oil and gas sold and upward
      revisions in the  estimates of remaining  oil and gas reserves at December
      31, 1999. As a percentage of oil and gas sales,  this expense decreased to
      15.5% for the three  months  ended March 31, 2000 from 27.8% for the three
      months ended March 31, 1999. This percentage decrease was primarily due to
      the increases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased $371 (1.1%) for the three
      months  ended March 31, 2000 as compared to the three  months  ended March
      31, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 14.7% for the three  months  ended  March 31,  2000 from  16.3% for the
      three months ended March 31, 1999. This percentage  decrease was primarily
      due to the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling   $8,673,364  or  94.57%  of  Limited   Partners'   capital
      contributions.


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

      The year  2000  issue  refers  to the  inability  of  computer  and  other
      information   technology   systems  to  properly  process  date  and  time
      information,  stemming from the earlier programming  practice of using two
      digits  rather than four to represent the year in a date. To the knowledge
      of the General Partner, the Partnerships have not experienced any material
      effects from the year 2000 issue.  Costs incurred by the  Partnerships  in
      order  to  ensure  year  2000  compatibility  were  not  material  to  the
      Partnerships.






                                      -44-
<PAGE>




ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
           RISK.

           The Partnerships do not hold any market risk sensitive instruments.







                                      -45-
<PAGE>




                          PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

27.1                 Financial  Data  Schedule   containing   summary  financial
                     information extracted from the II-A Partnership's financial
                     statements  as of March 31,  2000 and for the three  months
                     ended March 31, 2000, filed herewith.

27.2                 Financial  Data  Schedule   containing   summary  financial
                     information extracted from the II-B Partnership's financial
                     statements  as of March 31,  2000 and for the three  months
                     ended March 31, 2000, filed herewith.

27.3                 Financial  Data  Schedule   containing   summary  financial
                     information extracted from the II-C Partnership's financial
                     statements  as of March 31,  2000 and for the three  months
                     ended March 31, 2000, filed herewith.

27.4                 Financial  Data  Schedule   containing   summary  financial
                     information extracted from the II-D Partnership's financial
                     statements  as of March 31,  2000 and for the three  months
                     ended March 31, 2000, filed herewith.

27.5                 Financial  Data  Schedule   containing   summary  financial
                     information extracted from the II-E Partnership's financial
                     statements  as of March 31,  2000 and for the three  months
                     ended March 31, 2000, filed herewith.

27.6                 Financial  Data  Schedule   containing   summary  financial
                     information extracted from the II-F Partnership's financial
                     statements  as of March 31,  2000 and for the three  months
                     ended March 31, 2000, filed herewith.

27.7                 Financial  Data  Schedule   containing   summary  financial
                     information extracted from the II-G Partnership's financial
                     statements  as of March 31,  2000 and for the three  months
                     ended March 31, 2000, filed herewith.





                                      -46-
<PAGE>





27.8                 Financial  Data  Schedule   containing   summary  financial
                     information extracted from the II-H Partnership's financial
                     statements  as of March 31,  2000 and for the three  months
                     ended March 31, 2000, filed herewith.

                     All other exhibits are omitted as inapplicable.

(b)   Reports on Form 8-K.

           Current Report on Form 8-K filed during the first quarter of 2000:

           Date of Event:                 January 28, 2000
           Date filed with the SEC:       January 28, 2000
           Items included:                Item 5 - Other Events
                                          Item 7 - Exhibits






                                      -47-
<PAGE>




                                   SIGNATURES

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

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

                                  (Registrant)

                               BY:  GEODYNE RESOURCES, INC.

                                    General Partner


Date:  May 12, 2000            By:      /s/Dennis R. Neill
                                  --------------------------------
                                       (Signature)
                                       Dennis R. Neill
                                       President


Date:  May 12, 2000            By:     /s/Patrick M. Hall
                                  --------------------------------
                                      (Signature)
                                      Patrick M. Hall
                                      Principal Accounting Officer



                                      -48-
<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 March 31, 2000 and for the three  months
           ended March 31, 2000, 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 March 31, 2000 and for the three  months
           ended March 31, 2000, 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 March 31, 2000 and for the three  months
           ended March 31, 2000, 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 March 31, 2000 and for the three  months
           ended March 31, 2000, 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 March 31, 2000 and for the three  months
           ended March 31, 2000, 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 March 31, 2000 and for the three  months
           ended March 31, 2000, 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 March 31, 2000 and for the three  months
           ended March 31, 2000, 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 March 31, 2000 and for the three  months
           ended March 31, 2000, filed herewith.

           All other exhibits are omitted as inapplicable.



                                      -49-