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, 1999

Commission File Number:

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

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


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


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

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

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

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





                                      -1-
<PAGE>





                          PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

                                     ASSETS

                                               March 31,       December 31,
                                                 1999             1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  240,745       $  213,480
   Accounts receivable:
      Oil and gas sales                           448,690          506,282
                                               ----------       ----------
        Total current assets                   $  689,435       $  719,762

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                3,985,277        4,109,296

DEFERRED CHARGE                                   701,486          701,486
                                               ----------       ----------
                                               $5,376,198       $5,530,544
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  103,075       $  171,762
   Gas imbalance payable                          125,904          125,904
                                               ----------       ----------
        Total current liabilities              $  228,979       $  297,666

ACCRUED LIABILITY                              $  180,325       $  180,325

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  416,808)     ($  417,336)
   Limited Partners, issued and
      outstanding, 484,283 units                5,383,702        5,469,889
                                               ----------       ----------
        Total Partners' capital                $4,966,894       $5,052,553
                                               ----------       ----------
                                               $5,376,198       $5,530,544
                                               ==========       ==========





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




                                      -2-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                        COMBINED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $659,163          $1,036,321
   Interest income                               2,069               8,463
   Gain on sale of oil and
      gas properties                                 -             446,864
                                              --------          ----------
                                              $661,232          $1,491,648

COSTS AND EXPENSES:
   Lease operating                            $300,920          $  311,915
   Production tax                               30,240              58,758
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               144,852             160,596
   General and administrative
      (Note 2)                                 172,058             169,236
                                              --------          ----------
                                              $648,070          $  700,505
                                              --------          ----------

NET INCOME                                    $ 13,162          $  791,143
                                              ========          ==========
GENERAL PARTNER - NET INCOME                  $  6,349          $   45,558
                                              ========          ==========
LIMITED PARTNERS - NET INCOME                 $  6,813          $  745,585
                                              ========          ==========
NET INCOME per unit                           $    .01          $     1.54
                                              ========          ==========
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, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $ 13,162            $791,143
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             144,852             160,596
      Gain on sale of oil and gas
        properties                                   -           ( 446,864)
      Decrease in accounts receivable -
        oil and gas sales                       57,592             150,579
      Increase in accounts receivable -
        General Partner                              -           ( 531,748)
      Decrease in accounts receivable -
        other                                        -              20,975
      Decrease in accounts payable           (  68,687)          ( 104,297)
                                              --------            --------
Net cash provided by operating
   activities                                 $146,919            $ 40,384
                                              --------            --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($ 30,474)          ($ 13,541)
   Proceeds from sale of oil and
      gas properties                             9,641             535,558
                                              --------            --------
Net cash provided (used) by
   investing activities                      ($ 20,833)           $522,017
                                              --------            --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($ 98,821)          ($721,645)
                                              --------            --------
Net cash used by financing activities        ($ 98,821)          ($721,645)
                                              --------            --------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                       $ 27,265           ($159,244)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         213,480             830,584
                                              --------            --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $240,745            $671,340
                                              ========            ========



            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,
                                                 1999             1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  161,478        $  107,021
   Accounts receivable:
      Oil and gas sales                          312,527           328,334
                                              ----------        ----------
        Total current assets                  $  474,005        $  435,355

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,457,437         2,569,828

DEFERRED CHARGE                                  179,833           179,833
                                              ----------        ----------
                                              $3,111,275        $3,185,016
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   79,650        $   77,383
   Gas imbalance payable                          19,790            19,790
                                              ----------        ----------
        Total current liabilities             $   99,440        $   97,173

ACCRUED LIABILITY                             $   98,681        $   98,681

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  322,262)      ($  320,234)
   Limited Partners, issued and
      outstanding, 361,719 units               3,235,416         3,309,396
                                              ----------        ----------
        Total Partners' capital               $2,913,154        $2,989,162
                                              ----------        ----------
                                              $3,111,275        $3,185,016
                                              ==========        ==========


            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, 1999 AND 1998
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $516,374            $795,456
   Interest income                               1,169               5,586
   Gain on sale of oil and
      gas properties                                 -              57,684
                                              --------            --------
                                              $517,543            $858,726

COSTS AND EXPENSES:
   Lease operating                            $239,368            $251,338
   Production tax                               34,056              43,312
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                97,770             103,622
   General and administrative
      (Note 2)                                 127,536             126,826
                                              --------            --------
                                              $498,730            $525,098
                                              --------            --------

NET INCOME                                    $ 18,813            $333,628
                                              ========            ========
GENERAL PARTNER - NET INCOME                  $  4,793            $ 20,547
                                              ========            ========
LIMITED PARTNERS - NET INCOME                 $ 14,020            $313,081
                                              ========            ========
NET INCOME per unit                           $    .04            $    .87
                                              ========            ========
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, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $ 18,813            $333,628
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                              97,770             103,622
      Gain on sale of oil and gas
        properties                                   -           (  57,684)
      Decrease in accounts receivable -
        oil and gas sales                       15,807              62,565
      Increase in accounts receivable -
        General Partner                              -           (  69,254)
      Increase (decrease) in accounts
        payable                                  2,267           (  31,978)
                                              --------            --------
Net cash provided by operating
   activities                                 $134,657            $340,899
                                              --------            --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($    159)          ($  4,500)
   Proceeds from sale of oil and
      gas properties                            14,780              72,918
                                              --------            --------
Net cash provided by investing
   activities                                 $ 14,621            $ 68,418
                                              --------            --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($ 94,821)          ($639,220)
                                              --------            --------
Net cash used by financing activities        ($ 94,821)          ($639,220)
                                              --------            --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $ 54,457           ($229,903)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         107,021             644,574
                                              --------            --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $161,478            $414,671
                                              ========            ========


            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,
                                                 1999             1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  118,340       $   66,617
   Accounts receivable:
      Oil and gas sales                           148,678          157,275
                                               ----------       ----------
        Total current assets                   $  267,018       $  223,892

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,323,349        1,382,430

DEFERRED CHARGE                                   153,412          153,412
                                               ----------       ----------
                                               $1,743,779       $1,759,734
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   31,050       $   29,848
   Gas imbalance payable                           38,249           38,249
                                               ----------       ----------
        Total current liabilities              $   69,299       $   68,097

ACCRUED LIABILITY                              $   59,308       $   59,308

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  134,834)     ($  133,264)
   Limited Partners, issued and
      outstanding, 154,621 units                1,750,006        1,765,593
                                               ----------       ----------
        Total Partners' capital                $1,615,172       $1,632,329
                                               ----------       ----------
                                               $1,743,779       $1,759,734
                                               ==========       ==========


            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, 1999 AND 1998
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $241,303            $368,535
   Interest income                                 879               3,337
   Gain on sale of oil and
      gas properties                                 -             193,527
                                              --------            --------
                                              $242,182            $565,399

COSTS AND EXPENSES:
   Lease operating                            $ 87,650            $ 89,064
   Production tax                               23,514              23,238
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                53,016              59,593
   General and administrative
      (Note 2)                                  54,561              54,209
                                              --------            --------
                                              $218,741            $226,104
                                              --------            --------

NET INCOME                                    $ 23,441            $339,295
                                              ========            ========
GENERAL PARTNER - NET INCOME                  $  7,028            $ 19,182
                                              ========            ========
LIMITED PARTNERS - NET INCOME                 $ 16,413            $320,113
                                              ========            ========
NET INCOME per unit                           $    .11            $   2.07
                                              ========            ========
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, 1999 AND 1998
                                   (Unaudited)
                                                 1999              1998
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $ 23,441            $339,295
   Adjustments to reconcile net
      income to net cash provided
      (used) by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                              53,016              59,593
      Gain on sale of oil and gas
        properties                                   -           ( 193,527)
      Decrease in accounts receivable -
        oil and gas sales                        8,597              40,385
      Increase in accounts receivable -
        General Partner                              -           ( 276,943)
      Decrease in accounts receivable -
        other                                        -               1,931
      Increase in accounts payable               1,202               3,782
                                              --------            --------
Net cash provided (used) by
   operating activities                       $ 86,256           ($ 25,484)
                                              --------            --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($     68)          ($    131)
   Proceeds from sale of oil and
      gas properties                             6,133             278,772
                                              --------            --------
Net cash provided by investing
   activities                                 $  6,065            $278,641
                                              --------            --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($ 40,598)          ($347,423)
                                              --------            --------
Net cash used by financing activities        ($ 40,598)          ($347,423)
                                              --------            --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $ 51,723           ($ 94,266)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          66,617             358,095
                                              --------            --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $118,340            $263,829
                                              ========            ========


            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,
                                                 1999             1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  275,762        $  311,556
   Accounts receivable:
      Oil and gas sales                          311,274           342,433
                                              ----------        ----------
        Total current assets                  $  587,036        $  653,989

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,631,840         2,726,713

DEFERRED CHARGE                                  614,207           614,207
                                              ----------        ----------
                                              $3,833,083        $3,994,909
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   67,045        $   67,934
   Gas imbalance payable                         149,648           149,648
                                              ----------        ----------
        Total current liabilities             $  216,693        $  217,582

ACCRUED LIABILITY                             $  206,215        $  206,215

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  249,645)      ($  247,182)
   Limited Partners, issued and
      outstanding, 314,878 units               3,659,820         3,818,294
                                              ----------        ----------
        Total Partners' capital               $3,410,175        $3,571,112
                                              ----------        ----------
                                              $3,833,083        $3,994,909
                                              ==========        ==========



            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, 1999 AND 1998
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $505,415          $  711,972
   Interest income                               3,084              10,569
   Gain on sale of oil and
      gas properties                                 -             439,105
                                              --------          ----------
                                              $508,499          $1,161,646

COSTS AND EXPENSES:
   Lease operating                            $245,252          $  257,537
   Production tax                               40,297              64,099
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                96,943             113,001
   General and administrative
      (Note 2)                                 111,008             110,089
                                              --------          ----------
                                              $493,500          $  544,726
                                              --------          ----------

NET INCOME                                    $ 14,999          $  616,920
                                              ========          ==========
GENERAL PARTNER - NET INCOME                  $  4,473          $   34,838
                                              ========          ==========
LIMITED PARTNERS - NET INCOME                 $ 10,526          $  582,082
                                              ========          ==========
NET INCOME per unit                           $    .03          $     1.85
                                              ========          ==========
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, 1999 AND 1998
                                   (Unaudited)
                                                1999               1998
                                             -----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $ 14,999          $  616,920
   Adjustments to reconcile net
      income to net cash provided
      (used) by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                              96,943             113,001
      Gain on sale of oil and gas
        properties                                   -         (   439,105)
      Decrease in accounts receivable -
        oil and gas sales                       31,159             184,012
      Increase in accounts receivable -
        General Partner                              -         (   615,395)
      Decrease in accounts receivable -
        other                                        -              20,267
      Increase (decrease) in accounts
        payable                              (     889)             14,484
                                              --------          ----------
Net cash provided (used) by
   operating activities                       $142,212         ($  105,816)
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($  2,070)         $        -
   Proceeds from sale of oil and
      gas properties                                 -             618,106
                                              --------          ----------
Net cash provided (used) by
   investing activities                      ($  2,070)         $  618,106
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($175,936)        ($1,071,978)
                                              --------          ----------
Net cash used by financing activities        ($175,936)        ($1,071,978)
                                              --------          ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                               ($ 35,794)        ($  559,688)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         311,556           1,151,142
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $275,762          $  591,454
                                              ========          ==========

            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,
                                                 1999             1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  256,838        $  376,779
   Accounts receivable:
      Oil and gas sales                          201,744           220,028
                                              ----------        ----------
        Total current assets                  $  458,582        $  596,807

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,277,616         2,388,613

DEFERRED CHARGE                                  275,532           275,532
                                              ----------        ----------
                                              $3,011,730        $3,260,952
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   38,113        $   38,881
   Gas imbalance payable                         148,458           148,458
                                              ----------        ----------
        Total current liabilities             $  186,571        $  187,339

ACCRUED LIABILITY                             $   81,050        $   81,050

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  175,291)      ($  173,306)
   Limited Partners, issued and
      outstanding, 228,821 units               2,919,400         3,165,869
                                              ----------        ----------
        Total Partners' capital               $2,744,109        $2,992,563
                                              ----------        ----------
                                              $3,011,730        $3,260,952
                                              ==========        ==========


            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, 1999 AND 1998
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $328,051            $478,325
   Interest income                               3,391               6,458
   Gain on sale of oil and
      gas properties                               367              63,215
                                              --------            --------
                                              $331,809            $547,998

COSTS AND EXPENSES:
   Lease operating                            $125,145            $132,026
   Production tax                               22,588              33,698
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               110,938             136,571
   General and administrative
      (Note 2)                                  80,718              80,651
                                              --------            --------
                                              $339,389            $382,946
                                              --------            --------

NET INCOME (LOSS)                            ($  7,580)           $165,052
                                              ========            ========
GENERAL PARTNER - NET
   INCOME                                     $  3,889            $ 13,393
                                              ========            ========
LIMITED PARTNERS - NET
   INCOME (LOSS)                             ($ 11,469)           $151,659
                                              ========            ========
NET INCOME (LOSS) per unit                   ($    .05)           $    .66
                                              ========            ========
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, 1999 AND 1998
                                   (Unaudited)

                                                  1999             1998
                                               ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                          ($  7,580)          $165,052
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                              110,938            136,571
      Gain on sale of oil and gas
        properties                            (     367)         (  63,215)
      Decrease in accounts receivable -
        oil and gas sales                        18,284             91,524
      Increase in accounts receivable -
        General Partner                               -          (  65,205)
      Decrease in accounts receivable -
        other                                         -                110
      Decrease in accounts payable            (     768)         (  42,192)
                                               --------           --------
Net cash provided by operating
   activities                                  $120,507           $222,645
                                               --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($    282)         ($ 82,321)
   Proceeds from sale of oil and
      gas properties                                708             69,499
                                               --------           --------
Net cash provided (used) by
   investing activities                        $    426          ($ 12,822)
                                               --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($240,874)         ($520,849)
                                               --------           --------
Net cash used by financing activities         ($240,874)         ($520,849)
                                               --------           --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                ($119,941)         ($311,026)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          376,779            670,777
                                               --------           --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $256,838           $359,751
                                               ========           ========

            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,
                                                  1999            1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  166,828       $  153,240
   Accounts receivable:
      Oil and gas sales                           192,903          187,525
                                               ----------       ----------
        Total current assets                   $  359,731       $  340,765

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,981,017        2,086,592

DEFERRED CHARGE                                    46,373           46,373
                                               ----------       ----------
                                               $2,387,121       $2,473,730
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   27,865       $   24,007
   Gas imbalance payable                            4,233            4,233
                                               ----------       ----------
        Total current liabilities              $   32,098       $   28,240

ACCRUED LIABILITY                              $   24,995       $   24,995

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  137,076)     ($  144,763)
   Limited Partners, issued and
      outstanding, 171,400 units                2,467,104        2,565,258
                                               ----------       ----------
        Total Partners' capital                $2,330,028       $2,420,495
                                               ----------       ----------
                                               $2,387,121       $2,473,730
                                               ==========       ==========



            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, 1999 AND 1998
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                            $394,229          $432,069
   Interest income                                 1,781             6,095
   Gain on sale of oil and
      gas properties                                 898           117,191
                                                --------          --------
                                                $396,908          $555,355

COSTS AND EXPENSES:
   Lease operating                              $132,770          $ 85,885
   Production tax                                 25,231            28,946
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 111,013            93,722
   General and administrative
      (Note 2)                                    60,495            59,176
                                                --------          --------
                                                $329,509          $267,729
                                                --------          --------

NET INCOME                                      $ 67,399          $287,626
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 16,553          $ 17,825
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $ 50,846          $269,801
                                                ========          ========
NET INCOME per unit                             $    .30          $   1.57
                                                ========          ========
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, 1999 AND 1998
                                   (Unaudited)

                                                1999               1998
                                              ---------         ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $ 67,399            $287,626
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             111,013              93,722
      Gain on sale of oil and gas
        properties                           (     898)          ( 117,191)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (   5,378)             74,690
      Increase in accounts receivable -
        General Partner                              -           ( 113,665)
      Decrease in accounts receivable -
        other                                        -                  43
      Increase (decrease) in accounts
        payable                                  3,858           (  25,093)
                                              --------            --------
Net cash provided by operating
   activities                                 $175,994            $200,132
                                              --------            --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($  7,922)          ($ 12,820)
   Proceeds from sale of oil and
      gas properties                             3,382             127,928
                                              --------            --------
Net cash provided (used) by
   investing activities                      ($  4,540)           $115,108
                                              --------            --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($157,866)          ($731,828)
                                              --------            --------
Net cash used by financing activities        ($157,866)          ($731,828)
                                              --------            --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $ 13,588           ($416,588)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         153,240             741,852
                                              --------            --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $166,828            $325,264
                                              ========            ========

            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,
                                                 1999             1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  349,899       $  333,168
   Accounts receivable:
      Oil and gas sales                           425,305          398,538
                                               ----------       ----------
        Total current assets                   $  775,204       $  731,706

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                4,262,383        4,492,141

DEFERRED CHARGE                                   101,955          101,955
                                               ----------       ----------
                                               $5,139,542       $5,325,802
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   59,458       $   51,385
   Gas imbalance payable                            9,029            9,029
                                               ----------       ----------
        Total current liabilities              $   68,487       $   60,414

ACCRUED LIABILITY                              $   57,830       $   57,830

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  306,633)     ($  304,885)
   Limited Partners, issued and
      outstanding, 372,189 units                5,319,858        5,512,443
                                               ----------       ----------
        Total Partners' capital                $5,013,225       $5,207,558
                                               ----------       ----------
                                               $5,139,542       $5,325,802
                                               ==========       ==========



            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, 1999 AND 1998
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                          $852,036          $  914,389
   Interest income                               3,885              12,969
   Gain on sale of oil and
      gas properties                             1,878             245,627
                                              --------          ----------
                                              $857,799          $1,172,985

COSTS AND EXPENSES:
   Lease operating                            $282,304          $  182,432
   Production tax                               54,538              61,677
   Depreciation, depletion, and
      amortization of oil and gas
      properties                               241,511             200,060
   General and administrative
      (Note 2)                                 131,150             128,414
                                              --------          ----------
                                              $709,503          $  572,583
                                              --------          ----------

NET INCOME                                    $148,296          $  600,402
                                              ========          ==========
GENERAL PARTNER - NET INCOME                  $ 16,881          $   37,374
                                              ========          ==========
LIMITED PARTNERS - NET INCOME                 $131,415          $  563,028
                                              ========          ==========
NET INCOME per unit                           $    .35          $     1.51
                                              ========          ==========
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, 1999 AND 1998
                                   (Unaudited)

                                                1999               1998
                                              ---------         ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $148,296          $  600,402
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             241,511             200,060
      Gain on sale of oil and gas
        properties                           (   1,878)        (   245,627)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (  26,767)            160,556
      Increase in accounts receivable -
        General Partner                              -         (   239,299)
      Increase (decrease) in accounts
        payable                                  8,073         (    51,937)
                                              --------          ----------
Net cash provided by operating
   activities                                 $369,235          $  424,155
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($ 17,119)        ($   26,822)
   Proceeds from sale of oil and
      gas properties                             7,244             269,492
                                              --------          ----------
Net cash provided (used) by
   investing activities                      ($  9,875)         $  242,670
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($342,629)        ($1,540,458)
                                              --------          ----------
Net cash used by financing activities        ($342,629)        ($1,540,458)
                                              --------          ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $ 16,731         ($  873,633)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         333,168           1,564,325
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $349,899          $  690,692
                                              ========          ==========


            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,
                                                 1999             1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $   79,158       $   78,275
   Accounts receivable:
      Oil and gas sales                            98,059           95,260
                                               ----------       ----------
        Total current assets                   $  177,217       $  173,535

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,005,737        1,057,945

DEFERRED CHARGE                                    23,749           23,749
                                               ----------       ----------
                                               $1,206,703       $1,255,229
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   14,309       $   12,408
                                               ----------       ----------
        Total current liabilities              $   14,309       $   12,408

ACCRUED LIABILITY                              $   12,063       $   12,063

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   76,220)     ($   75,631)
   Limited Partners, issued and
      outstanding, 91,711 units                 1,256,551        1,306,389
                                               ----------       ----------
        Total Partners' capital                $1,180,331       $1,230,758
                                               ----------       ----------
                                               $1,206,703       $1,255,229
                                               ==========       ==========


            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, 1999 AND 1998
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                            $198,192          $217,703
   Interest income                                   813             2,935
   Gain on sale of oil and
      gas properties                                 434            57,318
                                                --------          --------
                                                $199,439          $277,956

COSTS AND EXPENSES:
   Lease operating                              $ 67,400          $ 43,473
   Production tax                                 12,641            14,867
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  55,089            46,481
   General and administrative
      (Note 2)                                    32,388            31,636
                                                --------          --------
                                                $167,518          $136,457
                                                --------          --------

NET INCOME                                      $ 31,921          $141,499
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  3,759          $  8,787
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $ 28,162          $132,712
                                                ========          ========
NET INCOME per unit                             $    .31          $   1.45
                                                ========          ========
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, 1999 AND 1998
                                   (Unaudited)

                                                  1999             1998
                                               ---------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $31,921           $141,499
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               55,089             46,481
      Gain on sale of oil and gas
        properties                             (    434)         (  57,318)
      (Increase) decrease in accounts
        receivable - oil and gas sales         (  2,799)            37,481
      Increase in accounts receivable -
        General Partner                               -          (  56,045)
      Increase (decrease) in accounts
        payable                                   1,901          (  11,768)
                                                -------           --------
Net cash provided by operating
   activities                                   $85,678           $100,330
                                                -------           --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 4,203)         ($  6,209)
   Proceeds from sale of oil and
      gas properties                              1,756             63,149
                                                -------           --------
Net cash provided (used) by
   investing activities                        ($ 2,447)          $ 56,940
                                                -------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($82,348)         ($358,889)
                                                -------           --------
Net cash used by financing activities          ($82,348)         ($358,889)
                                                -------           --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $   883          ($201,619)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           78,275            364,502
                                                -------           --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $79,158           $162,883
                                                =======           ========


            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, 1999
                                   (Unaudited)


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

      The combined balance sheets as of March 31, 1999,  combined  statements of
      operations  for the  three  months  ended  March 31,  1999 and  1998,  and
      combined  statements  of cash flows for the three  months  ended March 31,
      1999 and 1998 have been prepared by Geodyne  Resources,  Inc., the General
      Partner  of  the  limited   partnerships,   without  audit.  Each  limited
      partnership  is a  general  partner  in  the  related  Geodyne  Production
      Partnership  in which  Geodyne  Resources,  Inc.  serves  as the  managing
      partner.  Unless the context  indicates  otherwise,  all  references  to a
      "Partnership"  or  the   "Partnerships"  are  references  to  the  limited
      partnership and its related production partnership,  collectively, and all
      references to the "General  Partner" are references to the general partner
      of the limited  partnerships  and the managing  partner of the  production
      partnerships,  collectively.  In the opinion of  management  the financial
      statements referred to above include all necessary adjustments, consisting
      of normal recurring adjustments,  to present fairly the combined financial
      position at March 31, 1999,  the combined  results of  operations  for the
      three  months ended March 31, 1999 and 1998,  and the combined  cash flows
      for the three months ended March 31, 1999 and 1998.

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

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





                                      -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,  1999 the  following  payments  were made to the  General
      Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               II-A                  $44,615                 $127,443
               II-B                   32,346                   95,190
               II-C                   13,872                   40,689
               II-D                   28,145                   82,863
               II-E                   20,502                   60,216
               II-F                   15,390                   45,105
               II-G                   33,206                   97,944
               II-H                    8,253                   24,135

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






                                      -28-
<PAGE>



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

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

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

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

GENERAL
-------

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




                                      -29-
<PAGE>




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

      The Partnerships began operations and investors were assigned their rights
      as Limited Partners,  having made capital contributions in the amounts and
      on the dates set forth below:
                                                            Limited
                                   Date of              Partner Capital
              Partnership        Activation              Contributions
              -----------     ------------------        ---------------

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

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

      Net proceeds from the  operations  less  necessary  operating  capital are
      distributed to the Limited Partners on a quarterly basis. Revenues and net
      proceeds of a Partnership  are largely  dependent  upon the volumes of oil
      and gas sold and the  prices  received  for  such oil and gas.  While  the
      General  Partner cannot predict  future  pricing  trends,  it believes the
      working  capital  available  as of  March  31,  1999  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, 1999,  the third party operator of
      the State Lease 8191 No. 4 well in St. Bernard Parish,  Louisiana  charged
      the II-A Partnership for capital expenditures of $30,303. These costs were
      allegedly  incurred by the operator in drilling  this well for the purpose
      of relieving  pressure in another well which  suffered a blowout  during a
      workover attempt. This new well was completed as a producing gas well. For
      financial reporting purposes,  these charges have been recorded as capital
      costs.




                                      -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
      variable  affecting the Partnerships'  revenues is the prices received for
      the  sale of oil and gas.  Due to the  volatility  of oil and gas  prices,
      forecasting  future prices is subject to great uncertainty and inaccuracy.
      Substantially  all of the Partnerships' gas reserves are being sold on the
      "spot market".  Prices on the spot market are subject to wide seasonal and
      regional pricing  fluctuations due to the highly competitive nature of the
      spot market. Such spot market sales are generally short-term in nature and
      are dependent upon the obtaining of  transportation  services  provided by
      pipelines.  In addition,  crude oil prices were  recently at or near their
      lowest  level in the past decade due  primarily  to the global  surplus of
      crude oil.  However,  as of the date of this  Quarterly  Report oil prices
      have rebounded  primarily due to a decrease in the global oil surplus as a
      result of production  curtailments by several major oil producing nations.
      Management is unable to predict whether future oil and gas prices will (i)
      stabilize, (ii) increase, or (iii) decrease.

      II-A PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1998.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                  1999              1998
                                                --------         ----------
      Oil and gas sales                         $659,163         $1,036,321
      Oil and gas production expenses           $331,160         $  370,673
      Barrels produced                            23,324             22,046
      Mcf produced                               260,569            313,823
      Average price/Bbl                         $  10.70         $    15.86
      Average price/Mcf                         $   1.57         $     2.19

      As shown in the table above,  total oil and gas sales  decreased  $377,158
      (36.4%) for the three months ended March 31, 1999 as compared to the three
      months ended March 31, 1998. Of this decrease,  approximately $117,000 was
      related to a decrease  in volumes of gas sold and  approximately  $120,000
      and  $161,000,  respectively,  were  related to  decreases  in the average
      prices of oil and gas sold.  Volumes of oil sold increased  1,278 barrels,
      while volumes of gas sold decreased 53,254 Mcf for the three months ended



                                      -31-
<PAGE>



      March 31, 1999 as compared to the three months  ended March 31, 1998.  Oil
      volumes   increased   primarily  due  to  positive   prior  period  volume
      adjustments on three significant wells during the three months ended March
      31, 1999. The decrease in volumes of gas sold resulted  primarily from (i)
      the sale of several wells during 1998, (ii) the II-A Partnership receiving
      a reduced  percentage  of sales on one  significant  well during the three
      months ended March 31, 1999 due to its overproduced position in that well,
      and (iii) negative prior period volume  adjustments made by the purchasers
      on two wells during the three months ended March 31, 1999. Average oil and
      gas prices decreased to $10.70 per barrel and $1.57 per Mcf, respectively,
      for the three months ended March 31, 1999 from $15.86 per barrel and $2.19
      per Mcf, respectively, for the three months ended March 31, 1998.

      The II-A Partnership sold certain oil and gas properties  during the three
      months ended March 31, 1998 and  recognized a $446,864 gain on such sales.
      No such gains were  recognized on sales of oil and gas  properties  during
      the three months ended March 31, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $39,513  (10.7%) for the three months ended
      March 31, 1999 as compared to the three months ended March 31, 1998.  This
      decrease  resulted  primarily  from (i) a  decrease  in  production  taxes
      associated  with the decrease 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) workover expenses incurred on three
      wells during the three months ended March 31, 1998 in order to improve the
      recovery of reserves.  These  decreases were partially  offset by workover
      expenses  incurred on two wells during March 31, 1999.  As a percentage of
      oil and gas sales,  these expenses increased to 50.2% for the three months
      ended March 31, 1999 from 35.8% for the three months ended March 31, 1998.
      This percentage increase was primarily due to the decreases in the average
      prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $15,744  (9.8%) for the three  months  ended  March 31, 1999 as
      compared to the three months ended March 31, 1998. This decrease  resulted
      primarily from the decrease in volumes of gas sold. As a percentage of oil
      and gas sales,  this expense increased to 22.0% for the three months ended
      March 31, 1999 from 15.5% for the three months ended March 31, 1998.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold.




                                      -32-
<PAGE>




      General and administrative  expenses increased $2,822 (1.7%) for the three
      months  ended March 31, 1999 as compared to the three  months  ended March
      31, 1998. As a percentage of oil and gas sales,  these expenses  increased
      to 26.1% for the three  months  ended  March 31,  1998 from  16.3% for the
      three months ended March 31, 1999. This percentage  increase was primarily
      due to the decrease in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      1999  totaling  $46,828,357  or 96.70% of the  Limited  Partners'  capital
      contributions.

      II-B PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1998.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                  1999              1998
                                                --------          --------
      Oil and gas sales                         $516,374          $795,456
      Oil and gas production expenses           $273,424          $294,650
      Barrels produced                            14,932            15,911
      Mcf produced                               220,787           237,012
      Average price/Bbl                         $  10.75          $  16.11
      Average price/Mcf                         $   1.61          $   2.27

      As shown in the table above,  total oil and gas sales  decreased  $279,082
      (35.1%) for the three months ended March 31, 1999 as compared to the three
      months ended March 31, 1998. Of this decrease,  approximately  $16,000 and
      $37,000, respectively, were related to decreases in volumes of oil and gas
      sold and approximately $80,000 and $146,000, respectively, were related to
      decreases  in the average  prices of oil and gas sold.  Volumes of oil and
      gas sold decreased 979 barrels and 16,225 Mcf, respectively, for the three
      months  ended March 31, 1999 as compared to the three  months  ended March
      31,  1998.  Average oil and gas prices  decreased to $10.75 per barrel and
      $1.61 per Mcf,  respectively,  for the three  months  ended March 31, 1999
      from  $16.11  per barrel  and $2.27 per Mcf,  respectively,  for the three
      months ended March 31, 1998.

      The II-B Partnership sold certain oil and gas properties  during the three
      months  ended March 31, 1998 and  recognized a $57,684 gain on such sales.
      No such gains were  recognized on sales of oil and gas  properties  during
      the three months ended March 31, 1999.



                                      -33-
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $21,226  (7.2%) for the three  months ended
      March 31, 1999 as compared to the three months ended March 31, 1998.  This
      decrease  resulted  primarily  from (i) a  decrease  in  production  taxes
      associated  with  the  decrease  in  volumes  of oil and gas sold and (ii)
      workover  expenses  incurred on three wells  during the three months ended
      March  31,  1998 in order to  improve  the  recovery  of  reserves.  These
      decreases were partially offset by workover  expenses incurred on one well
      during the three months ended March 31, 1999.  As a percentage  of oil and
      gas sales,  these  expenses  increased to 53.0% for the three months ended
      March 31, 1999 from 37.0% for the three months ended March 31, 1998.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $5,852  (5.6%) for the three  months  ended  March 31,  1999 as
      compared to the three months ended March 31, 1998.  As a percentage of oil
      and gas sales,  this expense increased to 18.9% for the three months ended
      March 31, 1999 from 13.0% for the three months ended March 31, 1998.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant for the
      three  months  ended March 31, 1999 as compared to the three  months ended
      March 31,  1998.  As a  percentage  of oil and gas sales,  these  expenses
      increased  to 24.7% for the three  months  ended March 31, 1999 from 15.9%
      for the three months ended March 31, 1998.  This  percentage  increase was
      primarily due to the decrease in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      1999  totaling  $34,220,916  or 94.61% of the  Limited  Partners'  capital
      contributions.




                                      -34-
<PAGE>




      II-C PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1998.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $241,303         $368,535
      Oil and gas production expenses             $111,164         $112,302
      Barrels produced                               4,701            5,004
      Mcf produced                                 116,384          137,055
      Average price/Bbl                           $  10.81         $  15.08
      Average price/Mcf                           $   1.64         $   2.14

      As shown in the table above,  total oil and gas sales  decreased  $127,232
      (34.5%) for the three months ended March 31, 1999 as compared to the three
      months ended March 31, 1998. Of this decrease,  approximately  $44,000 was
      related to a decrease in volumes of gas sold and approximately $20,000 and
      $58,000, respectively,  were related to decreases in the average prices of
      oil and gas sold.  Volumes of oil and gas sold  decreased  303 barrels and
      20,671 Mcf,  respectively,  for the three  months  ended March 31, 1999 as
      compared to the three months ended March 31, 1998. The decrease in volumes
      of gas sold resulted  primarily  from (i) the sale of several wells during
      1998,  (ii) positive prior period volume  adjustments  on two  significant
      wells made by the  operator  during the three months ended March 31, 1998,
      and (iii)  normal  declines  in  production.  Average  oil and gas  prices
      decreased  to $10.81 per barrel and $1.64 per Mcf,  respectively,  for the
      three  months  ended  March 31,  1999 from $15.08 per barrel and $2.14 per
      Mcf, respectively, for the three months ended March 31, 1998.

      The II-C Partnership sold certain oil and gas properties  during the three
      months ended March 31, 1998 and  recognized a $193,527 gain on such sales.
      No such gains were  recognized on sales of oil and gas  properties  during
      the three months ended March 31, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $1,138 (1.0%) for the three months ended March
      31, 1999 as  compared  to the three  months  ended  March 31,  1998.  This
      decrease  resulted  primarily  from  (i) a  decrease  in  lease  operating
      expenses  associated  with the decrease in volumes of oil and gas sold and
      (ii) workover expenses incurred on two wells during the three months ended
      March 31, 1998 in order to improve the recovery of reserves. This decrease
      was partially offset by workover  expenses incurred on another well during
      the three months ended March 31, 1999 in order to improve the recovery



                                      -35-
<PAGE>



      of reserves.  Any increase in  production  taxes  resulting  from positive
      prior period production tax adjustments made by the purchaser on two wells
      during the three months ended March 31, 1999 was substantially offset by a
      decrease in production  taxes  associated  with the decrease in volumes of
      oil and gas sold.  As a percentage  of oil and gas sales,  these  expenses
      increased  to 46.1% for the three  months  ended March 31, 1999 from 30.5%
      for the three months ended March 31, 1998.  This  percentage  increase was
      primarily due to the decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $6,577  (11.0%)  for the three  months  ended March 31, 1999 as
      compared to the three months ended March 31, 1998. This decrease  resulted
      primarily  from  the  decreases  in  volumes  of oil  and gas  sold.  As a
      percentage of oil and gas sales,  this expense  increased to 22.0% for the
      three  months  ended March 31, 1999 from 16.2% for the three  months ended
      March  31,  1998.  This  percentage  increase  was  primarily  due  to the
      decreases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant for the
      three  months  ended March 31, 1999 as compared to the three  months ended
      March 31,  1998.  As a  percentage  of oil and gas sales,  these  expenses
      increased  to 22.6% for the three  months  ended March 31, 1999 from 14.7%
      for the three months ended March 31, 1998.  This  percentage  increase was
      primarily due to the decrease in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      1999  totaling  $15,533,686  or 100.46% of the Limited  Partners'  capital
      contributions.

      II-D PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1998.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                   1999              1998
                                                 --------          --------
      Oil and gas sales                          $505,415          $711,972
      Oil and gas production expenses            $285,549          $321,636
      Barrels produced                              9,304            11,829
      Mcf produced                                223,820           258,157
      Average price/Bbl                          $  10.21          $  15.10
      Average price/Mcf                          $   1.83          $   2.07

      As shown in the table above,  total oil and gas sales  decreased  $206,557
      (29.0%) for the three months ended March 31, 1999 as compared to the three
      months ended March 31,



                                      -36-
<PAGE>



      1998. Of this decrease,  approximately $38,000 and $71,000,  respectively,
      were related to decreases in volumes of oil and gas sold and approximately
      $46,000  and  $52,000,  respectively,  were  related to  decreases  in the
      average prices of oil and gas sold.  Volumes of oil and gas sold decreased
      2,525  barrels and 34,337 Mcf,  respectively,  for the three  months ended
      March 31, 1999 as compared to the three months  ended March 31, 1998.  The
      decrease  in  volumes  of oil  sold  resulted  primarily  from the sale of
      several  wells during 1998.  The decrease in volumes of gas sold  resulted
      primarily  from (i) the sale of several  wells during 1998 and (ii) normal
      declines in production.  This decrease was partially  offset by a negative
      prior period  volume  adjustment  made by the purchaser on one well during
      the  three  months  ended  March  31,  1998.  Average  oil and gas  prices
      decreased  to $10.21 per barrel and $1.83 per Mcf,  respectively,  for the
      three  months  ended  March 31,  1999 from $15.10 per barrel and $2.07 per
      Mcf, respectively, for the three months ended March 31, 1998.

      The II-D Partnership sold certain oil and gas properties  during the three
      months ended March 31, 1998, and recognized a $439,105 gain on such sales.
      No such gains were  recognized on sales of oil and gas  properties  during
      the three months ended March 31, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $36,087  (11.2%) for the three months ended
      March 31, 1999 as compared to the three months ended March 31, 1998.  This
      decrease  resulted  primarily from (i) workover  expenses  incurred on one
      well during the three  months ended March 31, 1998 in order to improve the
      recovery of reserves,  (ii) decreases in production  taxes associated with
      the decrease in oil and gas sales,  and (iii) decreases in lease operating
      expenses associated with the decreases in the volumes of oil and gas sold.
      These decreases were partially offset by an increase in workover  expenses
      incurred one well 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  increased  to 56.5% for the three  months ended March 31,
      1999 from 45.2% for the three months ended March 31, 1998. This percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $16,058  (14.2%) for the three  months  ended March 31, 1999 as
      compared to the three months ended March 31, 1998. This decrease  resulted
      primarily  from  the  decreases  in  volumes  of oil  and gas  sold.  As a
      percentage of oil and gas sales,  this expense  increased to 19.2% for the
      three  months  ended March 31, 1999 from 15.9% for the three  months ended
      March 31, 1998. This percentage increase was



                                      -37-
<PAGE>



      primarily due to the decreases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant for the
      three  months  ended March 31, 1999 as compared to the three  months ended
      March 31,  1998.  As a  percentage  of oil and gas sales,  these  expenses
      increased  to 22.0% for the three  months  ended March 31, 1999 from 15.5%
      for the three months ended March 31, 1998.  This  percentage  increase was
      primarily due to the decrease in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      1999  totaling  $31,454,903  or 99.90% of the  Limited  Partners'  capital
      contributions.

      II-E PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1998.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $328,051         $478,325
      Oil and gas production expenses             $147,733         $165,724
      Barrels produced                               8,860            8,400
      Mcf produced                                 154,199          177,849
      Average price/Bbl                           $  11.17         $  14.45
      Average price/Mcf                           $   1.49         $   2.01

      As shown in the table above,  total oil and gas sales  decreased  $150,274
      (31.4%) for the three months ended March 31, 1999 as compared to the three
      months ended March 31, 1998. Of this decrease,  approximately  $29,000 and
      $80,000, respectively,  were related to decreases in the average prices of
      oil and gas sold and  approximately  $47,000  was related to a decrease in
      the volumes of gas sold. Volumes of oil sold increased 460 barrels,  while
      volumes of gas sold decreased  23,650 Mcf for the three months ended March
      31,  1999 as  compared  to the three  months  ended  March 31,  1998.  The
      decrease  in  volumes  of gas sold  resulted  primarily  from (i) the II-E
      Partnership  receiving an increased percentage of sales on one well during
      the  three  months  ended  March  31,  1998 due to its  underproduced  gas
      balancing  position in that well,  (ii) the II-E  Partnership  receiving a
      decreased  percentage  of sales on another  well  during the three  months
      ended March 31, 1999, and (iii) normal declines in production. Average oil
      and gas  prices  decreased  to  $11.17  per  barrel  and  $1.49  per  Mcf,
      respectively,  for the three  months  ended March 31, 1999 from $14.45 per
      barrel and $2.01 per Mcf,  respectively,  for the three months ended March
      31, 1998.



                                      -38-
<PAGE>




      The II-E Partnership sold certain oil and gas properties  during the three
      months  ended  March 31,  1999 and  recognized  a $367 gain on such sales.
      Sales of oil and gas  properties  during the three  months ended March 31,
      1998 resulted in the II-E Partnership  recognizing  similar gains totaling
      $63,215.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $17,991  (10.9%) for the three months ended
      March 31, 1999 as compared to the three months ended March 31, 1998.  This
      decrease  resulted  primarily  from  decreases  in  (i)  production  taxes
      associated with the decrease in oil and gas sales and (ii) lease operating
      expenses  associated  with the  decrease  in  volumes  of gas sold.  These
      decreases were partially offset by workover  expenses incurred on one well
      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
      increased  to 45.0% for the three  months  ended March 31, 1999 from 34.6%
      for the three months ended March 31, 1998.  This  percentage  increase was
      primarily due to the decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $25,633  (18.8%) for the three  months  ended March 31, 1999 as
      compared to the three months ended March 31, 1998. This decrease  resulted
      primarily from the decrease in volumes of gas sold. As a percentage of oil
      and gas sales,  this expense increased to 33.8% for the three months ended
      March 31, 1999 from 28.6% for the three months ended March 31, 1998.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant for the
      three  months  ended March 31, 1999 as compared to the three  months ended
      March 31,  1998.  As a  percentage  of oil and gas sales,  these  expenses
      increased  to 24.6% for the three  months  ended March 31, 1999 from 16.9%
      for the three months ended March 31, 1998.  This  percentage  increase was
      primarily due to the decrease in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      1999  totaling   $22,706,574  or  99.23%  of  Limited   Partners'  capital
      contributions.




                                      -39-
<PAGE>





      II-F PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1998.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $394,229         $432,069
      Oil and gas production expenses             $158,001         $114,831
      Barrels produced                              10,481            9,805
      Mcf produced                                 186,584          143,447
      Average price/Bbl                           $  10.34         $  14.07
      Average price/Mcf                           $   1.53         $   2.05

      As shown in the table  above,  total oil and gas sales  decreased  $37,840
      (8.8%) for the three  months ended March 31, 1999 as compared to the three
      months ended March 31, 1998. Of this decrease,  approximately  $39,000 and
      $97,000, respectively,  were related to decreases in the average prices of
      oil and gas sold,  which  decreases were partially  offset by increases of
      approximately $10,000 and $88,000,  respectively,  related to increases in
      the volumes of oil and gas sold. Volumes of oil and gas sold increased 676
      barrels and 43,137 Mcf, respectively, for the three months ended March 31,
      1999 as compared to the three months ended March 31, 1998. The increase in
      volumes of gas sold resulted  primarily  from (i) a positive  prior period
      volume  adjustment made by the operator on one significant well during the
      three months ended March 31, 1999 and (ii) an increase in  production  due
      to the successful  recompletion of another well in late 1998.  Average oil
      and gas  prices  decreased  to  $10.34  per  barrel  and  $1.53  per  Mcf,
      respectively,  for the three  months  ended March 31, 1999 from $14.07 per
      barrel and $2.05 per Mcf,  respectively,  for the three months ended March
      31, 1998.

      The II-F Partnership sold certain oil and gas properties  during the three
      months  ended  March 31,  1999 and  recognized  a $898 gain on such sales.
      Sales of oil and gas  properties  during the three  months ended March 31,
      1998 resulted in the II-F Partnership  recognizing  similar gains totaling
      $117,191.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $43,170  (37.6%) for the three months ended
      March 31, 1999 as compared to the three months ended March 31, 1998.  This
      increase  resulted  primarily  from (i) ad valorem taxes being paid during
      the three months ended March 31, 1999, (ii) an increase in lease operating
      expenses associated with the increase in volumes of



                                      -40-
<PAGE>



      oil and gas sold, and (iii) workover  expenses incurred on one well 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 increased
      to 40.1% for the three  months  ended  March 31,  1999 from  26.6% for the
      three months ended March 31, 1998. This percentage  increase was primarily
      due to the  decreases  in the  average  prices of oil and gas sold and the
      dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $17,291  (18.4%) for the three  months  ended March 31, 1999 as
      compared to the three months ended March 31, 1998. This increase  resulted
      primarily  from  the  increases  in  volumes  of oil  and gas  sold.  As a
      percentage of oil and gas sales,  this expense  increased to 28.2% for the
      three  months  ended March 31, 1999 from 21.7% for the three  months ended
      March  31,  1998.  This  percentage  increase  was  primarily  due  to the
      decreases in the average prices of oil and gas sold.

      General and administrative  expenses increased $1,319 (2.2%) for the three
      months  ended March 31, 1999 as compared to the three  months  ended March
      31, 1998. As a percentage of oil and gas sales,  these expenses  increased
      to 15.3% for the three  months  ended  March 31,  1999 from  13.7% for the
      three months ended March 31, 1998. This percentage  increase was primarily
      due to the decrease in oil and gas sales.

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

      The Limited  Partners have received cash  distributions  through March 31,
      1999  totaling   $17,177,051  or  100.22%  of  Limited  Partners'  capital
      contributions.




                                      -41-
<PAGE>




      II-G PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1998.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                    1999            1998
                                                  --------        ---------
      Oil and gas sales                           $852,036         $914,389
      Oil and gas production expenses             $336,842         $244,109
      Barrels produced                              22,078           20,593
      Mcf produced                                 406,215          305,144
      Average price/Bbl                           $  10.34         $  14.07
      Average price/Mcf                           $   1.54         $   2.05

      As shown in the table  above,  total oil and gas sales  decreased  $62,353
      (6.8%) for the three  months ended March 31, 1999 as compared to the three
      months ended March 31, 1998. Of this decrease,  approximately  $82,000 and
      $208,000, respectively, were related to decreases in the average prices of
      oil and gas sold,  which  decreases were partially  offset by increases of
      approximately $21,000 and $207,000, respectively,  related to increases in
      the  volumes of oil and gas sold.  Volumes  of oil and gas sold  increased
      1,485  barrels and 101,071 Mcf,  respectively,  for the three months ended
      March 31, 1999 as compared to the three months  ended March 31, 1998.  The
      increase  in volumes of gas sold  resulted  primarily  from (i) a positive
      prior period  volume  adjustment  made by the operator on one  significant
      well during the three  months ended March 31, 1999 and (ii) an increase in
      production  due to the  successful  recompletion  of another  well in late
      1998.  Average oil and gas prices decreased to $10.34 per barrel and $1.54
      per Mcf,  respectively,  for the three  months  ended  March 31, 1999 from
      $14.07 per barrel and $2.05 per Mcf,  respectively,  for the three  months
      ended March 31, 1998.

      The II-G Partnership sold certain oil and gas properties  during the three
      months  ended March 31, 1999 and  recognized  a $1,878 gain on such sales.
      Sales of oil and gas  properties  during the three  months ended March 31,
      1998 resulted in the II-G Partnership  recognizing  similar gains totaling
      $245,627.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $92,733  (38.0%) for the three months ended
      March 31, 1999 as compared to the three months ended March 31, 1998.  This
      increase  resulted  primarily  from (i) ad valorem taxes being paid during
      the three months ended March 31, 1999, (ii) an increase in lease operating
      expenses  associated with the increase in volumes of oil and gas sold, and
      (iii) workover  expenses incurred on one significant well during the three
      months ended March 31, 1999



                                      -42-
<PAGE>



      in order to improve the recovery of reserves.  As a percentage  of oil and
      gas sales,  these  expenses  increased to 39.5% for the three months ended
      March 31, 1999 from 26.7% for the three months ended March 31, 1998.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices  of oil  and  gas  sold  and  the  dollar  increase  in oil and gas
      production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $41,451  (20.7%) for the three  months  ended March 31, 1999 as
      compared to the three months ended March 31, 1998. This increase  resulted
      primarily  from  the  increases  in  volumes  of oil  and gas  sold.  As a
      percentage of oil and gas sales,  this expense  increased to 28.3% for the
      three  months  ended March 31, 1999 from 21.9% for the three  months ended
      March  31,  1998.  This  percentage  increase  was  primarily  due  to the
      decreases in the average prices of oil and gas sold.

      General and administrative  expenses increased $2,736 (2.1%) for the three
      months  ended March 31, 1999 as compared to the three  months  ended March
      31, 1998. As a percentage of oil and gas sales,  these expenses  increased
      to 15.4% for the three  months  ended  March 31,  1999 from  14.0% for the
      three months ended March 31, 1998. This percentage  increase was primarily
      due to the decrease in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      1999  totaling   $35,429,371  or  95.19%  of  Limited   Partners'  capital
      contributions.

      II-H PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1998.

                                                 Three Months Ended March 31,
                                                 ----------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $198,192         $217,703
      Oil and gas production expenses             $ 80,041         $ 58,340
      Barrels produced                               5,155            4,789
      Mcf produced                                  94,271           72,675
      Average price/Bbl                           $  10.34         $  14.06
      Average price/Mcf                           $   1.54         $   2.07

      As shown in the table  above,  total oil and gas sales  decreased  $19,511
      (9.0%) for the three  months ended March 31, 1999 as compared to the three
      months ended March 31, 1998. Of this decrease,  approximately  $19,000 and
      $50,000, respectively,  were related to decreases in the average prices of
      oil and gas sold,  which  decreases were partially  offset by increases of
      approximately $5,000 and $45,000,



                                      -43-
<PAGE>



      respectively,  related to  increases  in the  volumes of oil and gas sold.
      Volumes  of oil and  gas  sold  increased  366  barrels  and  21,596  Mcf,
      respectively, for the three months ended March 31, 1999 as compared to the
      three  months  ended March 31,  1998.  The increase in volumes of gas sold
      resulted primarily from (i) a positive prior period volume adjustment made
      by the  operator on one  significant  well during the three  months  ended
      March 31, 1999 and (ii) an increase in  production  due to the  successful
      recompletion  of  another  well in late 1998.  Average  oil and gas prices
      decreased  to $10.34 per barrel and $1.54 per Mcf,  respectively,  for the
      three  months  ended  March 31,  1999 from $14.06 per barrel and $2.07 per
      Mcf, respectively, for the three months ended March 31, 1998.

      The II-H Partnership sold certain oil and gas properties  during the three
      months  ended  March 31,  1999 and  recognized  a $434 gain on such sales.
      Sales of oil and gas  properties  during the three  months ended March 31,
      1998 resulted in the II-H Partnership  recognizing  similar gains totaling
      $57,318.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $21,701  (37.2%) for the three months ended
      March 31, 1999 as compared to the three months ended March 31, 1998.  This
      increase  resulted  primarily  from (i) ad valorem taxes being paid during
      the three months ended March 31, 1999, (ii) an increase in lease operating
      expenses  associated with the increase in volumes of oil and gas sold, and
      (iii) workover expenses incurred on one well 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 increased to 40.4% for the
      three  months  ended March 31, 1999 from 26.8% for the three  months ended
      March  31,  1998.  This  percentage  increase  was  primarily  due  to the
      decreases  in the  average  prices  of oil and  gas  sold  and the  dollar
      increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $8,608  (18.5%)  for the three  months  ended March 31, 1999 as
      compared to the three months ended March 31, 1998. This increase  resulted
      primarily  from  the  increases  in  volumes  of oil  and gas  sold.  As a
      percentage of oil and gas sales,  this expense  increased to 27.8% for the
      three  months  ended March 31, 1999 from 21.4% for the three  months ended
      March  31,  1998.  This  percentage  increase  was  primarily  due  to the
      decreases in the average prices of oil and gas sold.




                                      -44-
<PAGE>



      General and  administrative  expenses  increased $752 (2.4%) for the three
      months  ended March 31, 1999 as compared to the three  months  ended March
      31, 1998. As a percentage of oil and gas sales,  these expenses  increased
      to 16.3% for the three  months  ended  March 31,  1999 from  14.5% for the
      three months ended March 31, 1998. This percentage  increase was primarily
      due to the decrease in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      1999  totaling   $8,250,364  or  89.96%  of  Limited   Partners'   capital
      contributions.


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

      IN GENERAL

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

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

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




                                      -45-
<PAGE>



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

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

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

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


      FINANCIAL AND ADMINISTRATIVE SYSTEMS

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

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

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



                                      -46-
<PAGE>




      4.  Remediation.  Since 1993, Samson has been upgrading its accounting and
      land administration  software.  Substantially all of the Y2K upgrades have
      been completed,  with the remainder  scheduled to be completed  during the
      2nd quarter of 1999.  In  addition,  in 1997 and 1998  Samson  replaced or
      applied software  patches to substantially  all of its network and desktop
      software  applications  and believes them to be generally  Y2K  compliant.
      Additional patches or software upgrades will be applied no later than June
      30, 1999 to complete this process.  The costs of all such risk assessments
      and remediation are not expected to be material to the Partnerships.

      5. Contingency  Planning.  Notwithstanding the foregoing,  should there be
      significant   unanticipated   disruptions   in  Samson's   financial   and
      administrative systems, all of the accounting processes that are currently
      automated will need to be performed manually.  Samson will consider in the
      second half of 1999 its options with respect to  contingency  arrangements
      for temporary staffing to accommodate such situations.


      IMBEDDED SYSTEMS

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

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

      With respect to oil and gas production and processing  equipment,  neither
      Samson nor the Partnerships operate offshore wells, significant processing
      plants, or wells with older electronic  monitoring  systems.  As a result,
      Samson's  inventory  identified less than 10  applications  using imbedded
      chips.  All of these are in the process of being tested by the  respective
      vendors  and are  expected to be Y2K  compliant  or replaced no later than
      June 30, 1999.  Oil and gas  production  related to such equipment is very
      minor  with  respect  to the  entire  Samson  group,  and,  in  fact,  the
      Partnerships' production may not use such equipment at all.



                                      -47-
<PAGE>




      Office  machines are currently  being tested by Samson and vendors.  It is
      expected that such  machines  will be made  compliant or replaced no later
      than June 30, 1999. 3. Risk  Assessment  and  Remediation.  The failure to
      identify  and correct a material  Y2K problem in an imbedded  system could
      result in outcomes  ranging from errors in data reporting to  curtailments
      or shutdowns in production.  As noted above,  Samson has  identified  less
      than 10 imbedded system applications that may have a Y2K problem.  None of
      these   applications  are  believed  to  be  material  to  Samson  or  the
      Partnerships. Once identified, assessed and prioritized, Samson intends to
      test and upgrade imbedded  components and systems in field process control
      units deemed to pose the greatest risk of significant  non-compliance  and
      capable of testing.  Samson believes that sufficient  manual processes are
      available  to minimize any such field level risk and that there will be no
      material impact on the Partnerships with respect to these applications.

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


      THIRD PARTY EXPOSURES

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

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

      3. Risk  Assessment.  Because of the high  awareness of the Y2K problem in
      the U.S.,  Samson  has not  undertaken  and does not plan to  undertake  a
      formal company wide plan to make inquiries of third parties on the subject
      of Y2K readiness. If it did so, Samson has no ability to require responses
      to such inquiries or to independently  verify their accuracy.  Samson has,
      however, received oral assurances from its



                                      -48-
<PAGE>



      significant  oil and gas  purchasers  of Y2K  compliance.  If  significant
      disruptions from major purchasers were to occur, however, there could be a
      material and adverse  impact on the  Partnerships'  results of operations,
      liquidity, and financial conditions.

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

      4.   Remediation.   Where  Samson   perceives   significant  risk  of  Y2K
      non-compliance  that may have a  material  impact  on it,  and  where  the
      relationship  between Samson and a vendor,  customer,  or business partner
      permits,  joint testing may be undertaken  during 1999 to further identify
      these risks.

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





                                      -49-
<PAGE>



ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK.

            The Partnerships do not hold any market risk sensitive instruments.






                                      -50-
<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,  1999 and for the
                        three months ended March 31, 1999, filed herewith.
          
      27.2              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-B   Partnership's
                        financial  statements  as of March 31,  1999 and for the
                        three months ended March 31, 1999, filed herewith.
          
      27.3              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-C   Partnership's
                        financial  statements  as of March 31,  1999 and for the
                        three months ended March 31, 1999, filed herewith.
          
      27.4              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-D   Partnership's
                        financial  statements  as of March 31,  1999 and for the
                        three months ended March 31, 1999, filed herewith.
          
      27.5              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-E   Partnership's
                        financial  statements  as of March 31,  1999 and for the
                        three months ended March 31, 1999, filed herewith.
          
      27.6              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-F   Partnership's
                        financial  statements  as of March 31,  1999 and for the
                        three months ended March 31, 1999, filed herewith.
          
      27.7              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-G   Partnership's
                        financial  statements  as of March 31,  1999 and for the
                        three months ended March 31, 1999, filed herewith.




                                      -51-
<PAGE>





      27.8              Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  II-H   Partnership's
                        financial  statements  as of March 31,  1999 and for the
                        three months ended March 31, 1999, filed herewith.

                        All other exhibits are omitted as inapplicable.

(b) Reports on Form 8-K.

            1.  Current  Report on Form 8-K filed  during  the first  quarter of
                1999:

                        Date of Event:            January 29, 1999
                        Date filed with SEC:      January 29, 1999
                        Items Included:           Item 5 - Other Events
                                                  Item 7 - Exhibits







                                      -52-
<PAGE>




                                   SIGNATURES

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


                                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A  
                                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B  
                                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C  
                                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D  
                                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E  
                                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F  
                                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G  
                                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H  
                                                                                
                                (Registrant)                                    
                                                                                
                                BY:   GEODYNE RESOURCES, INC.                   
                                                                                
                                      General Partner                           
                                                                                
                                                                                
Date:  May 11, 1999             By:    /s/Dennis R. Neill                       
                                   --------------------------------             
                                         (Signature)                            
                                         Dennis R. Neill                        
                                         President                              
                                                                                
                                                                                
Date:  May 11, 1999             By:      /s/Patrick M. Hall                     
                                   --------------------------------             
                                        (Signature)                             
                                        Patrick M. Hall                         
                                        Principal Accounting Officer            
                                



                                      -53-
<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, 1999 and for the three months
            ended March 31, 1999, filed herewith.

27.2        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-B's
            financial  statements  as of March 31, 1999 and for the three months
            ended March 31, 1999, filed herewith.

27.3        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-C's
            financial  statements  as of March 31, 1999 and for the three months
            ended March 31, 1999, filed herewith.

27.4        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-D's
            financial  statements  as of March 31, 1999 and for the three months
            ended March 31, 1999, filed herewith.

27.5        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-E's
            financial  statements  as of March 31, 1999 and for the three months
            ended March 31, 1999, filed herewith.

27.6        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-F's
            financial  statements  as of March 31, 1999 and for the three months
            ended March 31, 1999, filed herewith.

27.7        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-G's
            financial  statements  as of March 31, 1999 and for the three months
            ended March 31, 1999, filed herewith.

27.8        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership II-H's
            financial  statements  as of March 31, 1999 and for the three months
            ended March 31, 1999, filed herewith.

            All other exhibits are omitted as inapplicable.


                                      -54-