FORM 10-K405
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1998

Commission File Number:
III-A: 0-18302; III-B: 0-18636; III-C: 0-18634; III-D: 0-18936
III-E: 0-19010; III-F: 0-19102; III-G: 0-19563


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

                                           III-A: 73-1352993
                                           III-B: 73-1358666
                                           III-C: 73-1356542
                                           III-D: 73-1357374
                                           III-E: 73-1367188
                                           III-F: 73-1377737
            Oklahoma                       III-G: 73-1377828
---------------------------------       ----------------------
(State or other jurisdiction of         (I.R.S. Employer
 incorporation or organization)          Identification No.)

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

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

Securities  registered  pursuant to Section  12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:
  Depositary Units of Limited Partnership interest

      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 the
filing requirements for the past 90 days.   Yes X      No
                                              -----       -----



                                       1
<PAGE>




      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation  S-K (Sec.  229.405 of this chapter) is not contained  herein,
and will not be contained,  to the best of registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K405 or any amendment to this Form 10-K405.

              X   Disclosure is not contained herein.
            -----
                  Disclosure is contained herein.
            -----

      The Depositary Units are not publicly traded, therefore, Registrant cannot
compute the aggregate market value of the voting units held by non-affiliates of
the Registrant.

      DOCUMENTS INCORPORATED BY REFERENCE: None



                                       2
<PAGE>



                                 FORM 10-K405
                               TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES................................................10
      ITEM 3.     LEGAL PROCEEDINGS.........................................24
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......24

PART II.....................................................................24
      ITEM 5.     MARKET  FOR  UNITS  AND  RELATED   LIMITED  PARTNER
                  MATTERS...................................................24
      ITEM 6.     SELECTED FINANCIAL DATA...................................28
      ITEM 7.     MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................36
      ITEM 7A     QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................65
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............65
      ITEM 9.     CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................65

PART III....................................................................65
      ITEM 10.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF THE GENERAL
                  PARTNER...................................................65
      ITEM 11.    EXECUTIVE COMPENSATION....................................66
      ITEM 12.    SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL  OWNERS
                  AND MANAGEMENT............................................75
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............77

PART IV.....................................................................78
      ITEM 14.    EXHIBITS,   FINANCIAL  STATEMENT   SCHEDULES,   AND
                  REPORTS ON FORM 8-K.......................................78

      SIGNATURES............................................................83




                                       3
<PAGE>



PART I

ITEM 1. BUSINESS

      General

      The  Geodyne   Energy  Income  Limited   Partnership   III-A  (the  "III-A
Partnership"),  Geodyne  Energy  Income  Limited  Partnership  III-B (the "III-B
Partnership"),  Geodyne  Energy  Income  Limited  Partnership  III-C (the "III-C
Partnership"),  Geodyne  Energy  Income  Limited  Partnership  III-D (the "III-D
Partnership"),  Geodyne  Energy  Income  Limited  Partnership  III-E (the "III-E
Partnership"),  Geodyne  Energy  Income  Limited  Partnership  III-F (the "III-F
Partnership"),  and Geodyne Energy Income Limited  Partnership III-G (the "III-G
Partnership") (collectively, the "Partnerships") are limited partnerships formed
under the Oklahoma Revised Uniform Limited  Partnership Act. Each Partnership is
composed of Geodyne Resources, Inc., a Delaware corporation,  as general partner
("Geodyne" or the "General  Partner"),  Geodyne  Depositary  Company, a Delaware
corporation,  as the sole  initial  limited  partner,  and public  investors  as
substitute limited partners (the "Limited Partners"). The Partnerships commenced
operations on the dates set forth below:

                                              Date of
                  Partnership                Activation
                  -----------             ------------------

                  III-A                   November 21, 1989
                  III-B                   January 24, 1990
                  III-C                   February 27, 1990
                  III-D                   September 5, 1990
                  III-E                   December 26, 1990
                  III-F                   March 7, 1991
                  III-G                   September 20, 1991


      The  General  Partner  currently  serves as general  partner of 29 limited
partnerships  and is a  wholly-owned  subsidiary of Samson  Investment  Company.
Samson Investment Company and its various corporate subsidiaries,  including the
General Partner (collectively "Samson"), are primarily engaged in the production
and  development of and exploration for oil and gas reserves and the acquisition
and  operation  of  producing  properties.  At January 31,  1999,  Samson  owned
interests in approximately  10,500 oil and gas wells located in 19 states of the
United States and the countries of Canada, Venezuela, and Russia. At January 31,
1999, Samson operated approximately 2,900 oil and gas wells located in 15 states
of the United States as well as Canada, Venezuela, and Russia.

      The Partnerships are currently engaged in the business of owning interests
in producing oil and gas properties  located in the  continental  United States.
The Partnerships may also engage



                                       4
<PAGE>



to a limited extent in development  drilling on producing oil and gas properties
as required for the prudent management of the Partnerships.

      As limited partnerships,  the Partnerships have no officers, directors, or
employees.  They rely instead on the  personnel  of the General  Partner and the
other Samson Companies.  As of February 15, 1999, Samson employed  approximately
850 persons. No employees are covered by collective bargaining  agreements,  and
management believes that Samson provides a sound employee relations environment.
For information  regarding the executive  officers of the General  Partner,  see
"Item 10. Directors and Executive Officers of the General Partner."

      The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza,  Two West Second Street,  Tulsa,  Oklahoma  74103,  and
their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE].

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the "Partnership  Agreements") the Partnerships will terminate on the following
dates:

                  Partnership              Termination Date
                  -----------             ------------------
                    III-A                 November 28, 1999
                    III-B                 January 24, 2000
                    III-C                 February 28, 2000
                    III-D                 September 5, 2000
                    III-E                 December 26, 2000
                    III-F                 March 7, 2001
                    III-G                 September 20, 2001

However, the Partnership  Agreements provide that the General Partner may extend
the term of each Partnership for up to five periods of two years each. As of the
date of this  Annual  Report on Form  10-K405  ("Annual  Report"),  the  General
Partner intends to extend the term of the III-A,  III-B, and III-C  Partnerships
for the first  two-year  extension  period,  but has not  determined  whether it
intends to (i) further extend the term of such  Partnerships  or (ii) extend the
term of any other Partnership.






                                       5
<PAGE>



      Funding

      Although  the  Partnership  Agreements  permit the  Partnerships  to incur
borrowings,   operations   and  expenses  are  currently   funded  out  of  each
Partnership's  revenues from oil and gas sales.  The General Partner may, but is
not required to, advance funds to a Partnership  for the same purposes for which
Partnership borrowings are authorized.


      Principal Products Produced and Services Rendered

      The  Partnerships'  sole  business  is  the  production  of,  and  related
incidental  development  of,  oil and gas.  The  Partnerships  do not  refine or
otherwise  process crude oil and  condensate.  The  Partnerships do not hold any
patents,  trademarks,  licenses,  or  concessions  and are  not a  party  to any
government  contracts.  The  Partnerships  have no  backlog of orders and do not
participate in research and development  activities.  The  Partnerships  are not
presently  encountering  shortages  of  oilfield  tubular  goods,   compressors,
production material, or other equipment.


      Competition and Marketing

      The  domestic  oil and gas  industry is highly  competitive,  with a large
number of companies and  individuals  engaged in the exploration and development
of oil and gas properties. The ability of the Partnerships to produce and market
oil and gas  profitably  depends  on a number of  factors  that are  beyond  the
control  of  the  Partnerships.   These  factors  include  worldwide   political
instability  (especially  in  oil-producing  regions),   United  Nations  export
embargoes,  the supply and price of foreign imports of oil and gas, the level of
consumer product demand (which can be heavily  influenced by weather  patterns),
government  regulations  and taxes,  the price and  availability  of alternative
fuels,  the overall economic  environment,  and the availability and capacity of
transportation and processing facilities.  The effect of these factors on future
oil and gas industry trends cannot be accurately predicted or anticipated.

      The most important  variable  affecting the Partnerships'  revenues is the
prices  received for the sale of oil and gas.  Predicting  future  prices is not
possible.  Concerning  past trends,  average  yearly  wellhead gas prices in the
United States have been volatile for a number of years.  For the past ten years,
such average prices have generally been in the $1.40 to $2.40 per Mcf range. Gas
prices are currently in the lower half of the 10-year  average  range  described
above.

      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. In addition, such



                                       6
<PAGE>



spot market sales are generally  short-term in nature and are dependent upon the
obtaining of transportation services provided by pipelines.  Spot prices for the
Partnerships'  gas decreased  from  approximately  $2.32 per Mcf at December 31,
1997 to approximately $1.93 per Mcf at December 31, 1998. Such prices were on an
MMBTU basis and differ from the prices actually received by the Partnerships due
to transportation  and marketing costs, BTU adjustments,  and regional price and
quality differences.  Continued very low oil prices as discussed below may cause
downward  pressure on gas prices due to some users of gas converting to oil as a
cheaper fuel alternative.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last year as well as a drop in Asian energy demand, oil prices over the
past  year  have  reached  historically  low  levels,  dropping  to  as  low  as
approximately  $9.25  per  barrel.  It is not  known  whether  this  trend  will
continue.  Prices for the Partnerships' oil decreased from approximately  $16.25
per barrel at December  31, 1997 to  approximately  $9.50 per barrel at December
31, 1998.

      Future prices for both oil and gas will likely be different  from (and may
be lower than) the prices in effect on December 31, 1998.  Management  is unable
to predict whether future oil and gas prices will (i) stabilize,  (ii) increase,
or (iii) decrease.


      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 1998:



                                       7
<PAGE>




      Partnership             Purchaser                     Percentage
      -----------       ------------------------            ----------

         III-A          El Paso Energy Marketing
                          Company ("El Paso")                  33.9%
                        Valero Industrial Gas L.P.
                          ("Valero")                           30.8%
                        Phibro Energy, Inc.
                          ("Phibro")                           17.0%

         III-B          El Paso                                26.7%
                        Valero                                 23.9%
                        Phibro                                 18.7%
                        Sun Refining & Marketing
                          Company                              14.4%

         III-C          El Paso                                55.5%

         III-D          El Paso                                54.9%
                        Eaglwing Trading, Inc.
                          ("Eaglwing")                         15.3%

         III-E          Eaglwing                               30.1%
                        El Paso                                12.6%

         III-F          El Paso                                28.3%

         III-G          El Paso                                24.5%


      In  the  event  of  interruption  of  purchases  by  one  or  more  of the
Partnerships'  significant  customers  or the  cessation  or material  change in
availability  of  open  access  transportation  by  the  Partnerships'  pipeline
transporters,  the Partnerships may encounter  difficulty in marketing their gas
and in maintaining historic sales levels.  Management does not expect any of its
open access transporters to seek authorization to terminate their transportation
services.  Even  if the  services  were  terminated,  management  believes  that
alternatives  would  be  available  whereby  the  Partnerships  would be able to
continue to market their gas.

      The  Partnerships'  principal  customers  for  crude  oil  production  are
refiners and other companies  which have pipeline  facilities near the producing
properties  of the  Partnerships.  In the  event  pipeline  facilities  are  not
conveniently  available to  production  areas,  crude oil is usually  trucked by
purchasers to storage facilities.


      Oil, Gas, and Environmental Control Regulations

      Regulation  of Production  Operations -- The  production of oil and gas is
subject to extensive federal and state laws and



                                       8
<PAGE>



regulations  governing a wide  variety of matters,  including  the  drilling and
spacing  of  wells,  allowable  rates of  production,  prevention  of waste  and
pollution,  and protection of the  environment.  In addition to the direct costs
borne in  complying  with  such  regulations,  operations  and  revenues  may be
impacted to the extent that certain  regulations limit oil and gas production to
below economic levels.

      Regulation  of Sales and  Transportation  of Oil and Gas -- Sales of crude
oil and  condensate  are made by the  Partnerships  at market prices and are not
subject to price  controls.  The sale of gas may be subject to both  federal and
state laws and  regulations.  The provisions of these laws and  regulations  are
complex  and  affect  all who  produce,  resell,  transport,  or  purchase  gas,
including the  Partnerships.  Although  virtually all of the  Partnerships'  gas
production  is not subject to price  regulation,  other  regulations  affect the
availability of gas transportation  services and the ability of gas consumers to
continue to purchase or use gas at current levels. Accordingly, such regulations
may have a material  effect on the  Partnerships'  operations and projections of
future oil and gas production and revenues.

      Future  Legislation --  Legislation  affecting the oil and gas industry is
under  constant  review  for  amendment  or  expansion.  Because  such  laws and
regulations  are frequently  amended or  reinterpreted,  management is unable to
predict what  additional  energy  legislation  may be proposed or enacted or the
future cost and impact of complying with existing or future regulations.

      Regulation of the Environment -- The Partnerships'  operations are subject
to numerous laws and  regulations  governing the discharge of materials into the
environment or otherwise relating to environmental  protection.  Compliance with
such  laws  and  regulations,   together  with  any  penalties   resulting  from
noncompliance,  may increase  the cost of the  Partnerships'  operations  or may
affect  the  Partnerships'   ability  to  timely  complete  existing  or  future
activities.  Management  anticipates  that  various  local,  state,  and federal
environmental  control  agencies will have an  increasing  impact on oil and gas
operations.


      Insurance Coverage

      The  Partnerships  are  subject  to  all  of  the  risks  inherent  in the
exploration  for and  production of oil and gas including  blowouts,  pollution,
fires, and other casualties.  The Partnerships maintain insurance coverage as is
customary for entities of a similar size engaged in  operations  similar to that
of the  Partnerships,  but losses can occur from uninsurable risks or in amounts
in excess of existing  insurance  coverage.  The occurrence of an event which is
not fully  covered by  insurance  could have a  material  adverse  effect on the
Partnerships' financial condition and results of operations.



                                       9
<PAGE>




ITEM 2. PROPERTIES

      Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 1998.

                              Well Statistics(1)
                            As of December 31, 1998

               Number of Gross Wells(2)            Number of Net Wells(3)
           ------------------------------    --------------------------------
 P/ship    Total     Oil     Gas   N/A(4)    Total     Oil     Gas     N/A(4)
--------   -----    -----    ---   ------    ------   ------   -----   ------
III-A        192      101     90    1        10.43     2.80     7.60    .03
III-B        141       70     70    1         6.69     3.09     3.59    .01
III-C        170       68    101    1        20.29    11.57     8.71    .01
III-D        205      141     62    2        14.85     8.80     6.01    .04
III-E        260      119    138    3        51.76    25.79    25.66    .31
III-F        495      391    103    1        24.78    13.58    11.16    .04
III-G      2,048    1,657    390    1        16.53    10.21     6.30    .02
----------
(1)   The  designation  of a well  as an oil  well  or gas  well  is made by the
      General  Partner based on the relative  amount of oil and gas reserves for
      the well.  Regardless of a well's oil or gas  designation,  it may produce
      oil, gas, or both oil and gas.
(2)   As used in this Annual  Report,  "gross  well" refers to a well in which a
      working interest is owned;  accordingly,  the number of gross wells is the
      total number of wells in which a working interest is owned.
(3)   As  used  in this  Annual  Report,  "net  well"  refers  to the sum of the
      fractional  working  interests  owned in gross wells.  For example,  a 15%
      working interest in a well represents one gross well, but 0.15 net well.
(4)   Wells which have not been designated as oil or gas.


      Drilling Activities

      During the year ended  December  31,  1998,  the  Partnerships  indirectly
participated in the  developmental  drilling  activities  described  below.  The
Partnerships do not own working interests in any of these wells; therefore, they
did not incur any costs associated with the drilling activity:

                                County/              Revenue
P/ship      Well Name           Parish         St.   Interest  Type  Status
------      ---------           --------       ---   --------  ----  ------
III-A       Lemasters #1-9      Washita        OK    .0033     Gas   Prod.
            N.H. Clark #14      Webb           TX    .0075     Gas   Prod.
            J.M. Ruiz #5        Webb           TX    .0075     Gas   Prod.
            Prevost #6          Webb           TX    .0075     Gas   Prod.



                                       10
<PAGE>




III-B       Lemasters #1-9      Washita        OK    .0022     Gas   Prod.
            N.H. Clark #14      Webb           TX    .0035     Gas   Prod.
            J.M. Ruiz #5        Webb           TX    .0035     Gas   Prod.
            Prevost #6          Webb           TX    .0035     Gas   Prod.

III-C       Carlisle
               Trust 34 #1      Harper         OK    .0004     Gas   Unknown
            Poorbaugh
               Trust #8-1       Beaver         OK    .0010     Gas   Unknown
            Follis #1-10        Roger Mills    OK    .0010     Unk   Unknown
            Pearson #2-28       Pittsburgh     OK    .0028     Gas   Unknown
            Thornton #2-5       Pittsburgh     OK    .0009     Gas   Unknown
            N.H. Clark #14      Webb           TX    .0015     Gas   Prod.
            J.M. Ruiz #5        Webb           TX    .0015     Gas   Prod.
            Prevost #6          Webb           TX    .0015     Gas   Prod.
            Canyon Ranch
               83-10S           Sutton         TX    .0010     Gas   Unknown

III-D       Carlisle
               Trust 34 #1      Harper         OK    .0001     Gas   Unknown
            Poorbaugh
               Trust #8-1       Beaver         OK    .0001     Gas   Unknown
            Follis #1-10        Roger Mills    OK    .0002     Unk   Unknown
            Pearson #2-28       Pittsburgh     OK    .0004     Gas   Unknown
            Thornton #2-5       Pittsburgh     OK    .0001     Gas   Unknown
            Canyon Ranch
               83-10S           Sutton         TX    .0001     Gas   Unknown

III-E       Culbertson B
               No. 1-ALT        Bienville      LA    .0062     Gas   Prod.

III-F       Culbertson B
               No. 1-ALT        Bienville      LA    .0052     Gas   Prod.

III-G       Culbertson B
               No. 1-ALT        Bienville      LA    .0026     Gas   Prod.


      Oil and Gas Production, Revenue, and Price History

      The following tables set forth certain historical  information  concerning
the oil  (including  condensates)  and  gas  production,  net of all  royalties,
overriding  royalties,  and other third party  interests,  of the  Partnerships,
revenues   attributable  to  such   production,   and  certain  price  and  cost
information.  As used in the following tables, direct operating expenses include
lease operating  expenses and production  taxes. In addition,  gas production is
converted to oil equivalents at the rate of six Mcf per barrel, representing the
estimated  relative energy content of gas and oil, which rate is not necessarily
indicative of the relationship of oil and gas prices.  The respective  prices of
oil and gas are  affected  by market and other  factors in  addition to relative
energy content.



                                       11
<PAGE>




                              Net Production Data

                               III-A Partnership
                               -----------------

                                         Year Ended December 31,
                                    -------------------------------------
                                       1998           1997       1996
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           34,689         40,468      46,923
   Gas (Mcf)                           741,990      1,031,152   1,268,943
Oil and gas sales:
   Oil                              $  434,592     $  796,356  $  975,701
   Gas                               1,595,205      2,532,278   2,658,303
                                     ---------      ---------   ---------
      Total                         $2,029,797     $3,328,634  $3,634,004
                                     =========      =========   =========
Total direct operating
  Expenses                          $  576,112     $  719,090  $  899,073
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         28.4%          21.6%       24.7%

Average sales price:
   Per barrel of oil                    $12.53         $19.68      $20.79
   Per Mcf of gas                         2.15           2.46        2.09

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 3.64         $ 3.39      $ 3.48




                                       12
<PAGE>



                              Net Production Data

                               III-B Partnership
                               -----------------

                                             Year Ended December 31,
                                    -------------------------------------
                                       1998           1997     1996
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           34,221         37,216      37,849
   Gas (Mcf)                           355,197        518,891     642,152
Oil and gas sales:
   Oil                              $  441,820     $  735,310  $  794,186
   Gas                                 759,598      1,236,812   1,319,321
                                     ---------      ---------   ---------
      Total                         $1,201,418     $1,972,122  $2,113,507
                                     =========      =========   =========
Total direct operating
   Expenses                         $  330,107     $  419,217  $  497,491
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         27.5%          21.3%       23.5%

Average sales price:
   Per barrel of oil                    $12.91         $19.76      $20.98
   Per Mcf of gas                         2.14           2.38        2.05

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 3.53         $ 3.39      $ 3.43





                                       13
<PAGE>



                              Net Production Data

                               III-C Partnership
                               -----------------

                                             Year Ended December 31,
                                    -------------------------------------
                                       1998           1997        1996
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           22,980         27,069      27,429
   Gas (Mcf)                         1,156,387      1,124,237   1,351,525
Oil and gas sales:
   Oil                              $  312,050     $  534,386  $  567,261
   Gas                               2,134,955      2,537,465   2,692,354
                                     ---------      ---------   ---------
      Total                         $2,447,005     $3,071,851  $3,259,615
                                     =========      =========   =========
Total direct operating
   Expenses                         $  712,038     $  749,102  $  781,115
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         29.1%          24.4%       24.0%

Average sales price:
   Per barrel of oil                    $13.58         $19.74      $20.68
   Per Mcf of gas                         1.85           2.26        1.99

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 3.30         $ 3.49      $ 3.09





                                       14
<PAGE>



                              Net Production Data

                               III-D Partnership
                               -----------------

                                             Year Ended December 31,
                                    -------------------------------------
                                       1998           1997        1996
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           35,908         40,758      41,351
   Gas (Mcf)                           767,089        708,262     760,593
Oil and gas sales:
   Oil                              $  413,658     $  778,978  $  832,109
   Gas                               1,375,913      1,556,567   1,504,599
                                     ---------      ---------   ---------
      Total                         $1,789,571     $2,335,545  $2,336,708
                                     =========      =========   =========
Total direct operating
   Expenses                         $  718,656     $  867,060  $  928,670
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         40.2%          37.1%       39.7%

Average sales price:
   Per barrel of oil                    $11.52         $19.11      $20.12
   Per Mcf of gas                         1.79           2.20        1.98

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 4.39         $ 5.46      $ 5.52





                                       15
<PAGE>



                              Net Production Data

                               III-E Partnership
                               -----------------

                                        Year Ended December 31,
                                    -------------------------------------
                                       1998           1997        1996
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                          223,936        235,152     229,226
   Gas (Mcf)                         1,974,917      2,189,619   2,152,599
Oil and gas sales:
   Oil                              $2,542,259     $4,460,740  $4,572,097
   Gas                               3,858,330      4,581,069   4,458,018
                                     ---------      ---------   ---------
      Total                         $6,400,589     $9,041,809  $9,030,115
                                     =========      =========   =========
Total direct operating
  Expenses                          $3,695,174     $4,513,216  $4,418,264
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         57.7%          49.9%       48.9%

Average sales price:
   Per barrel of oil                    $11.35         $18.97      $19.95
   Per Mcf of gas                         1.95           2.09        2.07

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 6.68         $ 7.52      $ 7.51





                                       16
<PAGE>



                              Net Production Data

                               III-F Partnership
                               -----------------

                                        Year Ended December 31,
                                    -------------------------------------
                                       1998           1997        1996
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           54,002         65,787      74,064
   Gas (Mcf)                           787,609        898,447     924,827
Oil and gas sales:
   Oil                              $  678,439     $1,240,058  $1,494,695
   Gas                               1,470,754      1,751,392   1,600,043
                                     ---------      ---------   ---------
      Total                         $2,149,193     $2,991,450  $3,094,738
                                     =========      =========   =========
Total direct operating
   Expenses                         $1,185,467     $1,332,931  $1,237,607
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         55.2%          44.6%       40.0%

Average sales price:
   Per barrel of oil                    $12.56         $18.85      $20.18
   Per Mcf of gas                         1.87           1.95        1.73

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 6.40         $ 6.18      $ 5.42




                                       17
<PAGE>



                              Net Production Data

                               III-G Partnership
                               -----------------

                                        Year Ended December 31,
                                    -------------------------------------
                                       1998           1997        1996
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           38,858         47,493      54,083
   Gas (Mcf)                           419,813        500,966     499,884
Oil and gas sales:
   Oil                              $  487,855     $  897,536  $1,091,687
   Gas                                 784,720        947,728     870,868
                                     ---------      ---------   ---------
      Total                         $1,272,575     $1,845,264  $1,962,555
                                     =========      =========   =========
Total direct operating
   Expenses                         $  744,443     $  854,673  $  804,410
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         58.5%          46.3%       41.0%

Average sales price:
   Per barrel of oil                    $12.55         $18.90      $20.19
   Per Mcf of gas                         1.87           1.89        1.74

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 6.84         $ 6.52      $ 5.85


      Proved Reserves and Net Present Value

      The following table sets forth each Partnership's estimated proved oil and
gas reserves  and net present  value  therefrom  as of December  31,  1998.  The
schedule  of  quantities  of proved oil and gas  reserves  was  prepared  by the
General  Partner in accordance  with the rules  prescribed by the Securities and
Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by
Ryder  Scott  Company  Petroleum   Engineers  ("Ryder  Scott"),  an  independent
petroleum  engineering  firm. As used  throughout  this Annual  Report,  "proved
reserves"  refers to those  estimated  quantities  of crude  oil,  gas,  and gas
liquids which  geological  and  engineering  data  demonstrate  with  reasonable
certainty to be  recoverable  in future years from known oil and gas  reservoirs
under existing economic and operating conditions.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated future



                                       18
<PAGE>



development  costs,  discounted at 10% per annum. Net present value attributable
to the  Partnerships'  proved  reserves was  calculated  on the basis of current
costs and prices at December 31, 1998. Such prices were not escalated  except in
certain  circumstances where escalations were fixed and readily  determinable in
accordance with applicable contract  provisions.  The prices used in calculating
the net present value  attributable to the Partnerships'  proved reserves do not
necessarily  reflect  market  prices for oil and gas  production  subsequent  to
December 31, 1998. There can be no assurance that the prices used in calculating
the net present value of the Partnerships'  proved reserves at December 31, 1998
will actually be realized for such production.

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


                              Proved Reserves and
                               Net Present Values
                             From Proved Reserves

                          As of December 31, 1998(1)

   III-A Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                           4,729,415
         Oil and liquids (Bbls)                                 92,124

      Net present value (discounted at
         10% per annum)                                     $5,380,825




                                       19
<PAGE>



   III-B Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                           2,174,036
         Oil and liquids (Bbls)                                 91,163

      Net present value (discounted at
         10% per annum)                                     $2,667,687


   III-C Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                           5,768,481
         Oil and liquids (Bbls)                                134,669

      Net present value (discounted at
         10% per annum)                                     $5,428,869

   III-D Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                           2,838,890
         Oil and liquids (Bbls)                                125,866

      Net present value (discounted at
         10% per annum)                                     $2,727,210


   III-E Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                           8,016,475
         Oil and liquids (Bbls)                                601,310

      Net present value (discounted at
         10% per annum)                                     $6,856,657


   III-F Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                           4,726,953
         Oil and liquids (Bbls)                                231,882

      Net present value (discounted at
         10% per annum)                                     $4,163,015




                                       20
<PAGE>



   III-G Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                           2,525,720
         Oil and liquids (Bbls)                                171,790

      Net present value (discounted at
         10% per annum)                                     $2,310,504

----------
(1)   Includes certain gas balancing adjustments which cause the gas volumes and
      net present values to differ from the reserve  reports which were prepared
      by the General Partner and reviewed by Ryder Scott.


      No  estimates of the proved  reserves of the  Partnerships  comparable  to
those included  herein have been included in reports to any federal agency other
than  the SEC.  Additional  information  relating  to the  Partnerships'  proved
reserves  is  contained  in Note 4 to the  Partnerships'  financial  statements,
included in Item 8 of this Annual Report.


      Significant Properties

      The following tables set forth certain well and reserve  information as of
December  31, 1998 for the basins in which the  Partnerships  own a  significant
amount of oil and gas properties.  The tables contain the following  information
for each significant  basin:  (i) the number of gross wells and net wells,  (ii)
the number of wells in which only a  non-working  interest  is owned,  (iii) the
Partnership's  total number of wells,  (iv) the number of wells  operated by the
Partnership's  affiliates,  (v) estimated  proved oil reserves,  (vi)  estimated
proved gas reserves,  and (vii) the present value  (discounted at 10% per annum)
of estimated future net cash flow.

      The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Arkla Basin is located in southern  Arkansas and  northern  Louisiana.
The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while
the Permian  Basin  straddles  west Texas and  southeast  New  Mexico.  Southern
Oklahoma contains the Southern Oklahoma Folded Belt Basin. The Green River Basin
is located in southern Wyoming and Northwest Colorado.



                                       21
<PAGE>
<TABLE>
<CAPTION>





                                                   Significant Properties as of December 31, 1998
                                                   ----------------------------------------------

                                                                   Wells
                                                                 Operated by
                                                                 Affiliates        Oil          Gas
                        Gross     Net       Other       Total    -------------   Reserves     Reserves      Present
     Basin              Wells     Wells     Wells(1)    Wells    Number    %      (Bbl)        (Mcf)         Value
------------------      ------   -------    --------    ------   ------   ----   --------    ----------    ----------
<S>                       <C>     <C>          <C>       <C>       <C>    <C>    <C>         <C>           <C>           
III-A Partnership:
     Gulf Coast           44      3.19         39         83       12     14%    68,122      2,313,328     $2,968,602
     Anadarko             52      2.38          8         60        9     15%    11,542      1,516,854      1,494,255
     Arkla                40      1.23          -         40        -      -%     5,981        439,718        535,930

III-B Partnership:
     Gulf Coast           40      1.66         39         79        8     10%    42,887      1,234,068     $1,601,413
     Anadarko             37      2.58          6         43        2      5%    44,226        462,979        580,489
     Arkla                40       .67          -         40        -      -%     3,102        232,441        279,040

III-C Partnership:
     Anadarko             53      5.97         53        106       29     27%    51,212      2,747,986     $2,847,442
     Southern Okla.
       Folded Belt        38      7.34         59         97       22     23%    65,482      1,938,814      1,619,974
     Permian              28      6.20         31         59       27     46%    15,208        715,280        516,828

III-D Partnership (2):
     Anadarko             31      3.32         53         84       29     35%     4,753      2,033,715     $1,990,045
     Permian              28      5.19         31         59       27     46%    10,441        577,579        394,082


---------------------
(1)   Wells in which only a non-working (e.g. royalty) interest is owned.
(2)   The  Jay-Little  Escambia  Creek Field Unit  located in Santa Rosa County,
      Florida  has  historically  been one of the III-D and III-E  Partnerships'
      most  significant  properties.  This property is a large  waterflood  unit
      which  produces  primarily oil. The very low oil prices as of December 31,
      1998 have had a  substantial  negative  impact on the present value of the
      projected  future  cash  flows  from  this  property.  As a result of such
      depressed oil prices, this property is no longer a significant property of
      the III-D and III-E Partnerships  (based on present value of reserves) and
      is therefore not listed in the foregoing table.

</TABLE>

                                       22
<PAGE>
<TABLE>
<CAPTION>






                                                  Significant Properties as of December 31, 1998
                                                  ----------------------------------------------

                                                                   Wells
                                                                 Operated by
                                                                 Affiliates        Oil          Gas
                        Gross     Net       Other       Total    -------------   Reserves     Reserves      Present
     Basin              Wells     Wells     Wells(1)    Wells    Number    %      (Bbl)        (Mcf)         Value
------------------      ------   -------    --------    ------   ------   ----   --------    ----------    ----------
<S>                       <C>     <C>          <C>        <C>      <C>    <C>    <C>         <C>           <C>        
III-E Partnership (2):
     Green River          54       4.22        5          59        -      -%    26,031      3,781,849     $2,958,647
     Gulf Coast           66      29.40        5          71       35     49%    22,458      1,570,201      1,598,972
     Permian               4        .98        -           4        2     50%     3,550      1,067,109      1,003,815

III-F Partnership:
     Green River          62       6.35        5          67        8     12%    21,862      3,169,516     $2,479,908
     Anadarko             29       6.45        1          30       25     83%    24,427        891,967        613,212
     Gulf Coast           21       1.64        -          21        1      5%     4,984        414,682        398,816

III-G Partnership:
     Green River          62       3.62        5          67        8     12%    10,875      1,576,055     $1,235,658
     Anadarko             50       3.76        6          56       40     71%    15,451        527,773        368,525
     Gulf Coast           21        .82        -          21        1      5%     2,476        206,193        198,935

--------------------
(1)   Wells in which only a non-working (e.g. royalty) interest is owned.
(2)   The  Jay-Little  Escambia  Creek Field Unit  located in Santa Rosa County,
      Florida  has  historically  been one of the III-D and III-E  Partnerships'
      most  significant  properties.  This property is a large  waterflood  unit
      which  produces  primarily oil. The very low oil prices as of December 31,
      1998 have had a  substantial  negative  impact on the present value of the
      projected  future  cash  flows  from  this  property.  As a result of such
      depressed oil prices, this property is no longer a significant property of
      the III-D and III-E Partnerships  (based on present value of reserves) and
      is therefore not listed in the foregoing table.


</TABLE>


                                       23
<PAGE>





      Title to Oil and Gas Properties

      Management believes that the Partnerships have satisfactory title to their
oil and gas properties.  Record title to all of the Partnerships'  properties is
held by either the Partnerships or Geodyne Nominee Corporation,  an affiliate of
the General Partner.

      Title to the  Partnerships'  properties  is subject to customary  royalty,
overriding  royalty,   carried,   working,   and  other  similar  interests  and
contractual  arrangements  customary in the oil and gas  industry,  to liens for
current taxes not yet due, and to other  encumbrances.  Management believes that
such burdens do not materially detract from the value of such properties or from
the Partnerships' interest therein or materially interfere with their use in the
operation of the Partnerships' business.


ITEM 3. LEGAL PROCEEDINGS

      To the knowledge of the General  Partner,  neither the General Partner nor
the Partnerships or their properties are subject to any litigation,  the results
of which  would  have a  material  effect on the  Partnerships'  or the  General
Partner's financial condition or operations.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS

      There were no matters  submitted to a vote of the Limited  Partners of any
Partnership during 1998.


PART II

ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  1999,  the  number  of  Units  outstanding  and  the
approximate  number of Limited  Partners of record in the  Partnerships  were as
follows:


                              Number of            Number of
            Partnership         Units           Limited Partners
            -----------       ---------         ----------------

               III-A           263,976                1,379
               III-B           138,336                  781
               III-C           244,536                1,299
               III-D           131,008                  696
               III-E           418,266                2,210
               III-F           221,484                1,160
               III-G           121,925                  615



                                       24
<PAGE>



      Units were initially sold for a price of $100. Units are not traded on any
exchange and there is no public trading market for them. The General  Partner is
aware of certain transfers of Units between unrelated parties, some of which are
facilitated by secondary trading firms and matching  services.  In addition,  as
further  described  below,  the General Partner is aware of certain "4.9% Tender
Offers" which have been made for the Units.  The General  Partner  believes that
the transfers between unrelated parties have been limited and sporadic in number
and volume. Other than trades facilitated by certain secondary trading firms and
matching  services,  no  organized  trading  market for Units exists and none is
expected  to  develop.  Due to the  nature of these  transactions,  the  General
Partner has no verifiable  information regarding prices at which Units have been
transferred.  Further,  a transferee may not become a substitute Limited Partner
without the consent of the General Partner.

      Pursuant to the terms of the Partnership  Agreements,  the General Partner
is  obligated  to  annually  issue a  repurchase  offer  which  is  based on the
estimated future net revenues from the Partnerships'  reserves and is calculated
pursuant to the terms of the Partnership  Agreements.  Such repurchase  offer is
recalculated  monthly  in order to reflect  cash  distributions  to the  Limited
Partners and  extraordinary  events.  The following table sets forth the General
Partner's repurchase offer per Unit as of the periods indicated.  For purpose of
this Annual  Report,  a Unit  represents  an initial  subscription  of $100 to a
Partnership.


                            Repurchase Offer Prices
                            -----------------------

                      1997                          1998                1999
            -------------------------     -------------------------     ----
            1st    2nd     3rd   4th      1st   2nd     3rd    4th      1st
P/ship      Qtr.   Qtr.    Qtr.  Qtr.     Qtr.  Qtr.    Qtr.   Qtr.     Qtr.
------      ----   ----    ----  ----     ----  ----    ----   ----     ----
III-A       $12    $16     $12   $10      $ 8   $16     $15    $14      $14
III-B        12     16      12    10        8    15      14     13       12
III-C        14     19      17    15       13    20      18     16       15
III-D        23     26      24    22       20    26      25     23       21
III-E        31     32      30    28       26    31      29     28       27
III-F        20     22      20    19       17    21      20     19       18
III-G        22     25      23    22       20    23      22     21       20


      In addition to this repurchase  offer, the Partnerships  have been subject
to "4.9% tender  offers" from several  third parties  during 1997 and 1998.  The
General  Partner does not know the terms of these offers or the prices  received
by the Limited Partners who accepted these offers.




                                       25
<PAGE>



      Cash Distributions

      Cash  distributions  are primarily  dependent  upon a  Partnership's  cash
receipts from the sale of oil and gas  production and cash  requirements  of the
Partnership.  Distributable cash is determined by the General Partner at the end
of each calendar  quarter and distributed to the Limited Partners within 45 days
after the end of the quarter.  Distributions are restricted to cash on hand less
amounts  required  to be  retained  out of such cash as  determined  in the sole
judgment of the General  Partner to pay costs,  expenses,  or other  Partnership
obligations whether accrued or anticipated to accrue. In certain instances,  the
General  Partner may not distribute the full amount of cash receipts which might
otherwise be available  for  distribution  in an effort to equalize or stabilize
the amounts of quarterly  distributions.  Any available  amounts not distributed
are  invested  and the  interest  or income  thereon is for the  accounts of the
Limited Partners.

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 1997, 1998, and 1999:

                              Cash Distributions
                              -----------------

                                    1997
                 ------------------------------------------
                  1st         2nd         3rd        4th
      P/ship     Qtr.(1)      Qtr.(2)    Qtr.(1)    Qtr.(1)
      ------     ------    ---------     -------    -------

      III-A       $2.01     $3.24         $4.11      $1.75
      III-B        2.49      3.57          4.32       1.97
      III-C        2.05      3.26          2.39       1.36
      III-D        2.31      3.68          2.42       1.92
      III-E        2.55      3.59          2.34       1.81
      III-F        1.55      2.98          1.50       1.12
      III-G        1.55      3.20          1.82       1.23



                                1998                               1999
                 ------------------------------------------       ------
                  1st         2nd         3rd        4th           1st
      P/ship     Qtr.(1)      Qtr.(3)     Qtr.(4)    Qtr.(5)       Qtr.
      ------     ------    ---------     -------    -------       ------

      III-A       $1.83       2.03        1.11       $1.09        $ .69
      III-B        2.15       2.33        1.02        1.32          .73
      III-C        2.09       2.62        2.07        1.72         1.29
      III-D        2.27       1.85        1.80        1.96         1.28
      III-E        1.70       2.16        1.90        1.59          .64
      III-F        1.68       1.85         .94         .87          .65
      III-G        2.18       1.94         .98         .85          .70



                                       26
<PAGE>






-------------------

(1)   Amount of cash distribution includes proceeds from the sale of certain oil
      and gas properties.
(2)   Amount of cash distribution for the III-C and III-D Partnerships  includes
      proceeds from the sale of certain oil and gas properties.
(3)   Amount of cash distribution for the III-A, III-C, III-D, III-E, III-F, and
      III-G Partnerships  includes proceeds from the sale of certain oil and gas
      properties.
(4)   Amount of cash  distribution for the III-A, III-C, and III-D  Partnerships
      includes proceeds from the sale of certain oil and gas properties.
(5)   Amount of cash distribution for the III-B and III-C Partnerships  includes
      proceeds from the sale of certain oil and gas properties.



                                       27
<PAGE>



ITEM 6. SELECTED FINANCIAL DATA

     The following tables present selected  financial data for the Partnerships.
This data should be read in  conjunction  with the  financial  statements of the
Partnerships and the respective notes thereto, included elsewhere in this Annual
Report. See "Item 8. Financial Statements and Supplementary Data."




                                       28
<PAGE>
<TABLE>
<CAPTION>





    
                                                               Selected Financial Data

                                                                  III-A Partnership
                                                                  -----------------

                                  1998                1997              1996              1995              1994
                              -------------       -------------     -------------     -------------     -------------

<S>                           <C>                 <C>               <C>               <C>               <C>        
Oil and Gas Sales              $2,029,797          $3,328,634        $3,634,004        $3,647,607        $ 5,044,736
Net Income (Loss):
   Limited Partners               628,357              33,066         1,109,284       ( 1,243,800)      (     86,676)
   General Partner                 53,190              98,919           104,949            76,804            145,059
   Total                          681,547             131,985         1,214,233       ( 1,166,996)            58,383
Limited Partners' Net
   Income (Loss) per
   Unit                              2.38                 .13              4.20       (      4.71)      (        .33)
Limited Partners' Cash
   Distributions per
   Unit                              6.06               11.11              9.47              8.19              15.01
Total Assets                    2,984,008           3,916,891         6,895,159         8,353,918         11,769,144
Partners' Capital
   (Deficit):
   Limited Partners             3,011,574           3,985,217         6,886,151         8,275,867         11,679,667
   General Partner            (   197,325)        (   198,271)      (   198,911)      (   143,923)      (    111,727)
Number of Units
   Outstanding                    263,976             263,976           263,976           263,976            263,976


</TABLE>


                                       29
<PAGE>
<TABLE>
<CAPTION>


                                                               Selected Financial Data

                                                                 III-B Partnership
                                                                 -----------------

                                  1998                1997              1996              1995              1994
                              -------------       -------------     -------------     -------------     -------------

<S>                           <C>                 <C>               <C>               <C>               <C>       
Oil and Gas Sales              $1,201,418          $1,972,122        $2,113,507        $2,063,107        $2,717,108
Net Income (Loss):
   Limited Partners               374,539             223,228           712,800       (   296,132)      (    47,216)
   General Partner                108,544              60,762            63,531            48,956            78,538
   Total                          483,083             283,990           776,331       (   247,176)           31,322
Limited Partners' Net
   Income (Loss) per
   Unit                              2.71                1.61              5.15       (      2.14)      (       .34)
Limited Partners' Cash
   Distributions per
   Unit                              6.82               12.35             10.15              8.86             15.72
Total Assets                    1,717,863           2,248,586         3,772,912         4,502,744         6,023,688
Partners' Capital
   (Deficit):
   Limited Partners             1,721,363           2,291,824         3,776,596         4,466,796         5,987,928
   General Partner            (    85,016)        (    97,840)      (    97,092)      (    66,996)      (    52,952)
Number of Units
   Outstanding                    138,336             138,336           138,336           138,336           138,336


</TABLE>

                                       30
<PAGE>
<TABLE>
<CAPTION>



                                                               Selected Financial Data

                                                                  III-C Partnership
                                                                  -----------------

                                  1998                1997              1996              1995              1994
                              -------------       -------------     -------------     -------------     -------------

<S>                           <C>                 <C>               <C>               <C>               <C>        
Oil and Gas Sales              $2,447,005          $3,071,851        $3,259,615        $2,760,488        $ 3,229,521
Net Income (Loss):
   Limited Partners             1,094,816         (   196,027)        1,247,672       ( 1,322,234)      (  2,120,737)
   General Partner                 87,868              86,436           103,933            53,608             59,036
   Total                        1,182,684         (   109,591)        1,351,605       ( 1,268,626)      (  2,061,701)
Limited Partners' Net
   Income (Loss) per
   Unit                              4.48         (       .80)             5.10       (      5.41)      (       8.67)
Limited Partners' Cash
   Distributions per
   Unit                              8.50                9.06              7.26              5.76               9.50
Total Assets                    3,572,389           4,567,928         7,009,782         7,572,561         10,499,912
Partners' Capital
   (Deficit):
   Limited Partners             3,531,812           4,512,996         6,924,023         7,451,351         10,183,585
   General Partner            (   179,285)        (   171,438)      (   143,741)      (   125,913)      (    107,521)
Number of Units
   Outstanding                    244,536             244,536           244,536           244,536            244,536

</TABLE>


                                       31
<PAGE>
<TABLE>
<CAPTION>



                                                                Selected Financial Data

                                                                  III-D Partnership
                                                                  -----------------

                                  1998                1997              1996              1995              1994
                              -------------       -------------     -------------     -------------     -------------

<S>                           <C>                 <C>               <C>               <C>               <C>       
Oil and Gas Sales              $1,789,571          $2,335,545        $2,336,708        $2,087,482        $2,017,361
Net Income (Loss):
   Limited Partners           (    84,498)             35,530           795,298       (   234,478)      ( 2,563,317)
   General Partner                 38,462              54,213            59,929            45,966             8,876
   Total                      (    46,036)             89,743           855,227       (   188,512)      ( 2,554,441)
Limited Partners' Net
   Income (Loss) per
   Unit                       (       .64)                .27              6.07       (      1.79)      (     19.57)
Limited Partners' Cash
   Distributions per
   Unit                              7.88               10.33              8.33              6.30              8.21
Total Assets                    1,687,823           2,890,862         4,241,190         4,463,897         5,787,787
Partners' Capital
   (Deficit):
   Limited Partners             1,518,235           2,636,733         3,953,203         4,248,905         5,308,383
   General Partner            (    73,501)        (    62,091)      (    50,214)      (    36,176)      (    39,142)
Number of Units
   Outstanding                    131,008             131,008           131,008           131,008           131,008


</TABLE>

                                       32
<PAGE>
<TABLE>
<CAPTION>



                                                                Selected Financial Data
 
                                                                  III-E Partnership
                                                                  -----------------

                                  1998                1997              1996              1995              1994
                              -------------       -------------     -------------     -------------     -------------

<S>                           <C>                 <C>               <C>               <C>               <C>        
Oil and Gas Sales              $6,400,589          $ 9,041,809       $ 9,030,115       $ 8,676,047       $ 9,466,013
Net Income (Loss):
   Limited Partners           ( 3,260,925)        (    219,259)        2,275,698      (    338,913)     (  1,853,838)
   General Partner                 57,256              158,394           191,012           136,202           124,584
   Total                      ( 3,203,669)        (     60,865)        2,466,710      (    202,711)     (  1,729,254)
Limited Partners' Net
   Income (Loss) per
   Unit                       (      7.80)        (        .52)             5.44      (        .81)     (       4.43)
Limited Partners' Cash
   Distributions per
   Unit                              7.35                10.29              8.67              6.43             10.00
Total Assets                    4,621,412           11,397,387        15,918,358        17,113,266        20,666,337
Partners' Capital
   (Deficit):
   Limited Partners             4,117,302           10,449,227        14,971,486        16,319,788        19,348,701
   General Partner            (   275,783)        (    209,050)     (    187,947)     (    127,750)     (    124,952)
Number of Units
   Outstanding                    418,266              418,266           418,266           418,266           418,266


</TABLE>

                                       33
<PAGE>
<TABLE>
<CAPTION>



                                                                Selected Financial Data
 
                                                                   III-F Partnership
                                                                   -----------------

                                  1998                1997              1996              1995              1994
                              -------------       -------------     -------------     -------------     -------------

<S>                           <C>                 <C>               <C>               <C>               <C>        
Oil and Gas Sales              $2,149,193          $2,991,450        $3,094,738        $2,697,816        $ 3,517,877
Net Income (Loss):
   Limited Partners           (     5,324)        ( 2,273,148)          483,478       ( 1,521,469)      (  1,120,925)
   General Partner                 29,041              32,514            72,299            25,536             41,351
   Total                           23,717         ( 2,240,634)          555,777       ( 1,495,933)      (  1,079,574)
Limited Partners' Net
   Income (Loss)
   per Unit                   (       .02)        (     10.26)             2.18       (      6.87)      (       5.06)
   Limited Partners' Cash
   Distributions per
   Unit                              5.34                7.15              5.23              2.05               8.58
Total Assets                    3,533,814           4,752,817         8,632,813         9,438,169         11,599,217
Partners' Capital
   (Deficit):
   Limited Partners             3,268,818           4,454,142         8,310,290         8,986,812         10,963,281
   General Partner            (   164,221)        (   146,427)      (    97,523)      (    70,576)      (     72,812)
Number of Units
   Outstanding                    221,484             221,484           221,484           221,484            221,484


</TABLE>

                                       34
<PAGE>
<TABLE>
<CAPTION>



                                                               Selected Financial Data

                                                                 III-G Partnership
                                                                 -----------------

                                  1998                1997              1996              1995              1994
                              -------------       -------------     -------------     -------------     -------------

<S>                           <C>                 <C>               <C>               <C>               <C>       
Oil and Gas Sales              $1,272,575          $1,845,264        $1,962,555        $1,694,847        $2,137,843
Net Income (Loss):
   Limited Partners           (   308,749)        ( 1,136,965)          380,060       ( 1,024,258)      (   572,690)
   General Partner                 13,093              22,672            47,089            15,638            27,083
   Total                      (   295,656)        ( 1,114,293)          427,149       ( 1,008,620)      (   545,607)
Limited Partners' Net
   Income (Loss)
   per Unit                   (      2.53)        (      9.33)             3.12       (      8.40)      (      4.70)
Limited Partners' Cash
   Distributions per
   Unit                              5.95                7.80              5.92              2.67              8.37
Total Assets                    1,817,470           2,873,056         4,977,730         5,415,275         6,857,551
Partners' Capital
   (Deficit):
   Limited Partners             1,672,073           2,707,822         4,795,787         5,136,727         6,485,985
   General Partner            (    99,974)        (    85,608)      (    58,669)      (    26,964)      (    26,102)
Number of Units
   Outstanding                    121,925             121,925           121,925           121,925           121,925



</TABLE>

                                       35
<PAGE>






ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

      Use of Forward-Looking Statements and Estimates

      This Annual 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 Annual  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, or otherwise indicated.


      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis of results of operations  provided below.  The most important  variable
affecting the Partnerships'  revenues is the prices received for the sale of oil
and gas.  Predicting  future  prices is not  possible.  Concerning  past trends,
average yearly wellhead gas prices in the United States have been volatile for a
number of years. For the past ten years, such average prices have generally been
in the $1.40 to $2.40 per Mcf range.  Gas prices are currently in the lower half
of the 10-year average range described above.

      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. In addition,  such spot market sales are generally  short-term in nature
and are dependent upon the obtaining of transportation services provided



                                       36
<PAGE>



by pipelines. Spot prices for the Partnerships' gas decreased from approximately
$2.32 per Mcf at December  31, 1997 to  approximately  $1.93 per Mcf at December
31, 1998. Such prices were on an MMBTU basis and differ from the prices actually
received by the  Partnerships  due to  transportation  and marketing  costs, BTU
adjustments, and regional price and quality differences.  Continued very low oil
prices as discussed below may cause downward  pressure on gas prices due to some
users of gas converting to oil as a cheaper fuel alternative.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last year as well as a drop in Asian energy demand, oil prices over the
past  year  have  reached  historically  low  levels,  dropping  to  as  low  as
approximately  $9.25  per  barrel.  It is not  known  whether  this  trend  will
continue.  Prices for the Partnerships' oil decreased from approximately  $16.25
per barrel at December  31, 1997 to  approximately  $9.50 per barrel at December
31, 1998.

      Future prices for both oil and gas will likely be different  from (and may
be lower than) the prices in effect on December 31, 1998.  Management  is unable
to predict whether future oil and gas prices will (i) stabilize,  (ii) increase,
or (iii) decrease.

      As discussed in the "Results of Operations" section below,  volumes of oil
and gas sold also significantly affect the Partnerships'  revenues.  Oil and gas
wells generally  produce the most oil or gas in the earlier years of their lives
and, as production continues, the rate of production naturally declines. At some
point,   production  physically  ceases  or  becomes  no  longer  economic.  The
Partnerships  are not  acquiring  additional  oil and  gas  properties,  and the
existing  properties  are not  experiencing  significant  additional  production
through drilling or other capital  projects.  Therefore,  volumes of oil and gas
produced  naturally  decline  from  year to  year.  While  it is  difficult  for
management to predict future production from these properties, it is likely that
this general trend of declining production will continue.

      Despite this general trend of declining  production,  several  factors can
cause the volumes of oil and gas sold to increase or decrease at an even greater
rate over a given  period.  These factors  include,  but are not limited to, (i)
geophysical conditions which cause an acceleration of the decline in production,
(ii) the shutting in of wells (or the opening of previously  shut-in  wells) due
to low  oil  and gas  prices,  mechanical  difficulties,  loss  of a  market  or
transportation, or performance of workovers,  recompletions, or other operations
in the well, (iii) prior period volume adjustments (either positive or negative)
made by purchasers of the production,  (iv) ownership  adjustments in accordance
with  agreements  governing  the  operation  or  ownership  of the well (such as
adjustments  that occur at payout),  and (v)  completion  of  enhanced  recovery
projects which



                                       37
<PAGE>



increase  production for the well. Many of these factors are very significant as
related to a single  well or as  related  to many  wells over a short  period of
time. However, due to the large number of wells owned by the Partnerships, these
factors  are  generally  not  material  as  compared  to the  normal  decline in
production experienced on all remaining wells.


      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables  following  "Results  of  Operations"  under the heading  "Average  Sales
Prices,  Production  Volumes,  and Average  Production  Costs."  Following  is a
discussion  of each  Partnerships'  results  of  operations  for the year  ended
December 31, 1998 as compared to the year ended  December 31, 1997,  and for the
year ended December 31, 1997 as compared to the year ended December 31, 1996.

                               III-A Partnership
                               -----------------

                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                     -------------------------------------

      Total oil and gas sales decreased  $1,298,837  (39.0%) in 1998 as compared
to 1997. Of this decrease,  approximately  $114,000 and $710,000,  respectively,
were  related to  decreases  in  volumes  of oil and gas sold and  approximately
$248,000 and  $227,000,  respectively,  were related to decreases in the average
prices of oil and gas sold.  Volumes of oil and gas sold decreased 5,779 barrels
and 289,162 Mcf, respectively,  in 1998 as compared to 1997. The decrease in the
volumes  of oil  and  gas  sold  resulted  primarily  from  normal  declines  in
production and the sale of several wells during both years.  Average oil and gas
prices decreased to $12.53 per barrel and $2.15 per Mcf,  respectively,  in 1998
from $19.68 per barrel and $2.46 per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-A
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$21,281 gain on such sales. Sales of oil and gas properties during 1997 resulted
in the III-A Partnership recognizing similar gains totaling $148,602.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $142,978 (19.9%) in 1998 as compared to 1997. 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  decreases in volume of oil and gas sold.  These  decreases
were partially offset by workover expenses on several



                                       38
<PAGE>



wells  during  1998.  As a  percentage  of oil and  gas  sales,  these  expenses
increased  to 28.4% in 1998 from 21.6% in 1997.  This  percentage  increase  was
primarily due to the decreases in the average prices of oil and gas sold.

      Depletion,  depreciation,  and  amortization  of oil  and  gas  properties
decreased  $226,800 (31.3%) in 1998 as compared to 1997. 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 24.6% in 1998 from 21.8% in 1997.
This percentage  increase  resulted  primarily from the decreases in the average
prices of oil and gas sold.

      The III-A  Partnership  recognized a non-cash  charge against  earnings of
$1,617,006 in the first quarter of 1997. Of this amount, $184,644 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at March  31,  1997 and  $1,432,362  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  III-A  Partnerships'   Partnership  Agreement  which  limit  the  level  of
permissible drilling activity. No similar charge was necessary during 1998.

      General and administrative  expenses remained  relatively constant in 1998
as  compared  to 1997.  As a  percentage  of oil and gas sales,  these  expenses
increased to 15.3% in 1998 from 9.4% in 1997,  primarily  due to the decrease in
oil and gas sales.

     The Limited Partners have received cash distributions  through December 31,
1998  totaling   $25,166,701  or  95.34%  of  the  Limited   Partners'   capital
contributions.



                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                     -------------------------------------

      Total oil and gas sales  decreased  $305,370 (8.4%) in 1997 as compared to
1996. Of this decrease,  approximately $134,000 and $497,000, respectively, were
related to decreases in volumes of oil and gas sold and $45,000 was related to a
decrease in the average price of oil sold, which decreases were partially offset
by an increase of  approximately  $382,000 related to an increase in the average
price of gas sold.  Volumes  of oil and gas sold  decreased  6,455  barrels  and
237,791 Mcf, respectively,  in 1997 as compared to 1996. The decrease in volumes
of oil sold resulted primarily from (i) normal declines in production and (ii) a
negative prior period volume  adjustment  made by a purchaser on one significant
well in 1997.  The decrease in volumes of gas sold resulted  primarily  from (i)
normal declines in production



                                       39
<PAGE>



and (ii) a positive  prior period volume  adjustment  made by a purchaser on one
significant  well in 1996.  Average oil prices decreased to $19.68 per barrel in
1997 from $20.79 per barrel in 1996.  Average gas prices  increased to $2.46 per
Mcf in 1997 from $2.09 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $179,983 (20.0%) in 1997 as compared to 1996. This
decrease  resulted  primarily  from (i) the  decreases in volumes of oil and gas
sold in 1997 as  compared  to  1996,  (ii)  workover  expenses  incurred  on two
significant wells during 1996 in order to improve the recovery of reserves,  and
(iii) a decrease in production taxes associated with the decrease in oil and gas
sales. As a percentage of oil and gas sales,  these expenses  decreased to 21.6%
in 1997 from 24.7% in 1996.  This  percentage  decrease was primarily due to the
dollar  decrease  in oil and gas  production  expenses  and the  increase in the
average price of gas sold in 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $410,230 (36.1%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) a reduction in the depletable  base of oil and gas properties
due to the  impairment  provision  recorded  in the  first  quarter  of  1997 as
discussed below,  (ii) the decreases in volumes of oil and gas sold in 1997, and
(iii)  upward  revisions in the  estimates of remaining  oil and gas reserves at
December 31, 1997. As a percentage of oil and gas sales,  this expense decreased
to 21.8% in 1997 from 31.3% in 1996. This percentage decrease resulted primarily
from (i) the dollar decrease in  depreciation,  depletion,  and amortization and
(ii) the increases in the average prices of gas sold in 1997.

      The III-A  Partnership  recognized a non-cash  charge against  earnings of
$1,617,006 in the first quarter of 1997. Of this amount, $184,644 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at March  31,  1997 and  $1,432,362  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  III-A  Partnership's   Partnership  Agreement  which  limit  the  level  of
permissible drilling activity. No similar charges were necessary in 1996.

      General and  administrative  expenses  decreased $12,979 (4.0%) in 1997 as
compared to 1996. This decrease resulted  primarily from the reversal of a prior
charge which was recorded in error. As a percentage of oil and gas sales,  these
expenses remained relatively constant at 9.4% in 1997 and 8.9% in 1996.




                                       40
<PAGE>



                               III-B Partnership
                               -----------------

                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                     -------------------------------------

      Total oil and gas sales decreased  $770,704 (39.1%) in 1998 as compared to
1997.  Of this  decrease,  approximately  $390,000  was related to a decrease in
volumes of gas sold and approximately $234,000 and $87,000,  respectively,  were
related to decreases in the average  prices of oil and gas sold.  Volumes of oil
and gas sold decreased 2,995 barrels and 163,694 Mcf,  respectively,  in 1998 as
compared to 1997.  The  decrease in the volumes of gas sold  resulted  primarily
from normal  declines in production and the sale of several wells in both years.
Average  oil and gas  prices  decreased  to $12.91 per barrel and $2.14 per Mcf,
respectively, in 1998 from $19.76 per barrel and $2.38 per Mcf, respectively, in
1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-B
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$33,787 gain on such sales. Sales of oil and gas properties during 1997 resulted
in the III-B Partnership recognizing similar gains totaling $62,748.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $89,110 (21.3%) in 1998 as compared to 1997. This
decrease resulted  primarily from a decrease in production taxes associated with
the  decrease  in oil and gas sales and a decrease in lease  operating  expenses
associated  with the decreases in volumes of oil and gas sold.  These  decreases
were  partially  offset by workover  expenses on several wells during 1998. As a
percentage of oil and gas sales,  these expenses increased to 27.5% in 1998 from
21.3% in 1997.  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  $178,049 (40.0%) in 1998 as compared to 1997. This decrease  resulted
primarily from the decreases in volumes of oil and gas sold and upward revisions
in the  estimates of remaining  oil and gas reserves at December 31, 1998.  As a
percentage of oil and gas sales,  this expense remained  relatively  constant at
22.2% in 1998 and 22.6% in 1997.

      The III-B  Partnership  recognized a non-cash  charge against  earnings of
$738,122 in the first  quarter of 1997.  Of this amount,  $77,653 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at  March  31,  1997  and  $660,469  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties would be developed due



                                       41
<PAGE>



to low oil and gas prices and provisions in the III-B Partnerships'  Partnership
Agreement  which limit the level of permissible  drilling  activity.  No similar
charge was necessary during 1998.

      General and administrative  expenses remained  relatively constant in 1998
as  compared  to 1997.  As a  percentage  of oil and gas sales,  these  expenses
increased to 13.6% in 1998 from 8.3% in 1997,  primarily  due to the decrease in
oil and gas sales.

      The III-B Partnership  achieved payout in the first quarter of 1998. After
payout,  operations and revenues for the III-B Partnership have been and will be
allocated using the after payout percentages included in the III-B Partnership's
Partnership  Agreement.  After payout percentages  allocate operating income and
expenses  15% to the General  Partner and 85% to the  Limited  Partners.  Before
payout,  operating  income and expenses were allocated 5% to the General Partner
and 95% to the Limited Partners.

     The Limited Partners have received cash distributions  through December 31,
1998 totaling $14,662,353 or 105.99% of Limited Partners' capital contributions.



                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                     -------------------------------------

      Total oil and gas sales  decreased  $141,385 (6.7%) in 1997 as compared to
1996. Of this decrease approximately $13,000 and $293,000, respectively, related
to decreases in volumes of oil and gas sold and $46,000 related to a decrease in
the average  price of oil sold,  which  decreases  were  partially  offset by an
increase of  approximately  $212,000 related to an increase in the average price
of gas sold in 1997.  Volumes  of oil and gas sold  decreased  633  barrels  and
123,261 Mcf, respectively,  in 1997 as compared to 1996. The decrease in volumes
of gas sold resulted primarily from (i) normal declines in production and (ii) a
positive prior period volume adjustment made by the purchaser on one significant
well in 1996.  Average  oil prices  decreased  to $19.76 per barrel in 1997 from
$20.98 per barrel in 1996. Average gas prices increased to $2.38 per Mcf in 1997
from $2.05 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $78,274 (15.7%) in 1997 as compared to 1996. This
decrease resulted primarily from (i) the decrease in volumes of gas sold in 1997
and (ii) workover expenses incurred on two wells during 1996 in order to improve
the recovery of reserves.  As a percentage of oil and gas sales,  these expenses
decreased  to 21.3% in 1997 from 23.5% in 1996.  This  percentage  decrease  was
primarily due to the dollar decrease



                                       42
<PAGE>



in oil and gas production  expenses and the increase in the average price of gas
sold in 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $188,404 (29.7%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) a reduction in the depletable  base of oil and gas properties
due to the  impairment  provision  recorded  in the  first  quarter  of  1997 as
discussed below,  (ii) the decreases in volumes of oil and gas sold in 1997, and
(iii)  upward  revisions in the  estimates of remaining  oil and gas reserves at
December 31, 1997. As a percentage of oil and gas sales,  this expense decreased
to 22.6% in 1997 from 30.0% in 1996. This percentage decrease resulted primarily
from (i) the dollar decrease in  depreciation,  depletion,  and amortization and
(ii) the increases in the average prices of gas sold in 1997.

      The III-B  Partnership  recognized a non-cash  charge against  earnings of
$738,122 in the first  quarter of 1997.  Of this amount,  $77,653 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at  March  31,  1997  and  $660,469  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  III-B  Partnership's   Partnership  Agreement  which  limit  the  level  of
permissible drilling activity. No similar charges were necessary in 1996.

      General and  administrative  expenses  decreased  $7,728 (4.5%) in 1997 as
compared to 1996. This decrease resulted  primarily from the reversal of a prior
charge which was recorded in error. As a percentage of oil and gas sales,  these
expenses remained relatively constant at 8.3% in 1997 and 8.1% in 1996.


                               III-C Partnership
                               -----------------

                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                     -------------------------------------

      Total oil and gas sales decreased  $624,846 (20.3%) in 1998 as compared to
1997. Of this decrease,  approximately $142,000 and $475,000, respectively, were
related to decreases in the average prices of oil and gas sold and approximately
$81,000 was related to a decrease in volumes of oil sold.  These  decreases were
partially offset by an increase of approximately  $73,000 related to an increase
in volumes of gas sold.  Volumes of oil sold decreased  4,089 barrels in 1998 as
compared to 1997.  Volumes of gas sold increased  32,150 Mcf in 1998 as compared
to 1997. The decrease in the volumes of oil sold resulted primarily



                                       43
<PAGE>



from normal  declines in production and the sale of several wells in both years.
Average  oil and gas  prices  decreased  to $13.58 per barrel and $1.85 per Mcf,
respectively, in 1998 from $19.74 per barrel and $2.26 per Mcf, respectively, in
1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-C
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$459,040  gain on such  sales.  Sales  of oil and  gas  properties  during  1997
resulted in the III-C Partnership recognizing similar gains totaling $163,836.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $37,064  (4.9%) in 1998 as compared to 1997. As a
percentage of oil and gas sales,  these expenses increased to 29.1% in 1998 from
24.4% in 1997.  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
increased  $116,636 (18.6%) in 1998 as compared to 1997. This increase  resulted
primarily  from  downward  revisions in the  estimates of remaining  oil and gas
reserves at December 31, 1998 on two  significant  wells. As a percentage of oil
and gas sales,  this expense increased to 30.4% in 1998 from 20.4% in 1997. This
percentage  increase was primarily due to the dollar  increase in  depreciation,
depletion,  and  amortization and the decreases in the average prices of oil and
gas sold.

      The III-C  Partnership  recognized a non-cash  charge against  earnings of
$1,696,417 in the first quarter of 1997. Of this amount, $234,271 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at March  31,  1997 and  $1,462,146  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  III-C  Partnerships'   partnership  agreement  which  limit  the  level  of
permissible drilling activity. No similar charge was necessary during 1998.

      General and  administrative  expenses  decreased  $5,256 (1.8%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 11.8% in 1998 from 9.5% in 1997, primarily due to the decrease in oil and gas
sales.

     The Limited Partners have received cash distributions  through December 31,
1998  totaling   $17,219,795  or  70.42%  of  the  Limited   Partners'   capital
contributions.







                                       44
<PAGE>




                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                     -------------------------------------

      Total oil and gas sales  decreased  $187,764 (5.8%) in 1997 as compared to
1996.  Of this  decrease,  approximately  $452,000  was related to a decrease in
volumes of gas sold and  approximately  $25,000 was related to a decrease in the
average price of oil sold,  which decreases were partially offset by an increase
of  approximately  $304,000  related to an increase in the average  price of gas
sold.  Volumes of oil and gas sold  decreased  by 360 barrels  and 227,288  Mcf,
respectively,  in 1997 as compared to 1996.  The decrease in volumes of gas sold
resulted primarily from (i) normal declines in production, (ii) a negative prior
period volume  adjustment made by a purchaser on two significant  wells in 1997,
and (iii) a positive prior period volume  adjustment  made by a purchaser on one
significant  well in 1996.  Average oil prices decreased to $19.74 per barrel in
1997 from $20.68 per barrel in 1996.  Average gas prices  increased to $2.26 per
Mcf in 1997 from $1.99 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $32,013 (4.1%) in 1997 as compared to 1996.  This
decrease  resulted  primarily  from the decrease in volumes of gas sold in 1997,
which  decrease was  partially  offset by (i) credits  issued on one well during
1996 for prior period  rental  expenses and (ii) workover  expenses  incurred on
another  well  during 1997 in order to improve the  recovery of  reserves.  As a
percentage of oil and gas sales, these expenses remained  relatively constant at
24.4% in 1997 and 24.0% in 1996.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $303,665 (32.7%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) a reduction in the depletable  base of oil and gas properties
due to the  impairment  provision  recorded  in the  first  quarter  of  1997 as
discussed  below,  (ii)  decreases  in volumes of oil and gas sold in 1997,  and
(iii)  upward  revisions in the  estimates of remaining  oil and gas reserves at
December 31, 1997. As a percentage of oil and gas sales,  this expense decreased
to 20.4% in 1997 from 28.5% in 1996. This percentage decrease resulted primarily
from (i) the dollar decrease in  depreciation,  depletion,  and amortization and
(ii) the increases in the average prices of gas sold in 1997.

      The III-C  Partnership  recognized a non-cash  charge against  earnings of
$1,696,417 in the first quarter of 1997. Of this amount, $234,271 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at March  31,  1997 and  $1,462,146  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General Partner's determination



                                       45
<PAGE>



that it was unlikely that such properties  would be developed due to low oil and
gas prices and provisions in the III-C Partnership's Partnership Agreement which
limit the level of  permissible  drilling  activity.  No  similar  charges  were
necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as  compared  to 1996.  As a  percentage  of oil and gas sales,  these  expenses
remained relatively constant at 9.5% in 1997 and 9.0% in 1996.


                               III-D Partnership
                               -----------------

                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                     -------------------------------------

      Total oil and gas sales decreased  $545,974 (23.4%) in 1998 as compared to
1997. Of this decrease,  approximately $272,000 and $310,000, respectively, were
related to decreases in the average prices of oil and gas sold and approximately
$93,000 was related to a decrease in volumes of oil sold.  These  decreases were
partially offset by an increase of approximately $129,000 related to an increase
in volumes of gas sold.  Volumes of oil sold decreased  4,850 barrels in 1998 as
compared to 1997.  Volumes of gas sold increased  58,827 Mcf in 1998 as compared
to 1997.  The  decrease in volumes of oil sold  resulted  primarily  from normal
declines in production.  The increase in volumes of gas sold resulted  primarily
from the  successful  recompletion  of one well,  which  increase was  partially
offset by normal  declines in  production  and the sale of several wells in 1998
and 1997.  Average oil and gas prices  decreased  to $11.52 per barrel and $1.79
per Mcf,  respectively,  in 1998  from  $19.11  per  barrel  and  $2.20 per Mcf,
respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-D
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$59,491 gain on such sales. Sales of oil and gas properties during 1997 resulted
in the III-D Partnership recognizing similar gains totaling $25,425.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $148,404 (17.1%) in 1998 as compared to 1997. This
decrease  resulted  primarily from (i) a decrease in production taxes associated
with the  decrease  in oil and gas  sales,  (ii) a decrease  in lease  operating
expenses associated with the decreases in volumes of oil and gas sold, and (iii)
a decrease in workover  expenses on one multi-well  unit during 1998 as compared
to 1997. As a percentage of oil and gas sales, these expenses increased to 40.2%
in 1998 from 37.1% in 1997.  This increase was primarily due to the decreases in
the average prices of oil and gas sold.



                                       46
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $197,979 (60.7%) in 1998 as compared to 1997. This increase  resulted
primarily from significant  downward revisions in the estimates of remaining oil
and gas  reserves at December 31,  1998.  As a percentage  of oil and gas sales,
this  expense  increased  to 29.3% in 1998 from 14.0% in 1997.  This  percentage
increase resulted primarily from the dollar increase in depreciation, depletion,
and amortization and the decreases in the average prices of oil and gas sold.

      The III-D  Partnership  recognized a non-cash  charge against  earnings of
$506,636 in the fourth  quarter of 1998.  This charge was related to the decline
in oil and gas prices used to determine  recoverability  of oil and gas reserves
at December 31, 1998.  In the first quarter of 1997, a non-cash  charge  against
earnings of $932,243 was also recognized.  Of this amount,  $485,820 was related
to the decline in oil and gas prices used to  determine  the  recoverability  of
proved oil and gas  reserves at March 31, 1997 and  $446,423  was related to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  III-D  Partnerships'   Partnership  Agreement  which  limit  the  level  of
permissible drilling activity.

      General and  administrative  expenses  decreased  $2,958 (1.9%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 8.7% in 1998 from 6.8% in 1997,  primarily due to the decrease in oil and gas
sales.

     The Limited Partners have received cash distributions  through December 31,
1998   totaling   $8,529,669  or  65.11%  of  the  Limited   Partners'   capital
contributions.



                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                     -------------------------------------

      Total oil and gas sales remained  relatively  constant in 1997 as compared
to 1996. Decreases of approximately $12,000 and $104,000, respectively,  related
to  decreases  in volumes of oil and gas sold and a  decrease  of  approximately
$41,000   related  to  a  decrease  in  the  average  price  of  oil  sold  were
substantially  offset by an increase  of  approximately  $156,000  related to an
increase in the average price of gas sold. Volumes of oil and gas sold decreased
593 barrels and 52,331 Mcf,  respectively,  in 1997 as compared to 1996. Average
oil prices  decreased  to $19.11  per  barrel in 1997 from  $20.12 per barrel in
1996.  Average gas prices  increased to $2.20 per Mcf in 1997 from $1.98 per Mcf
in 1996.



                                       47
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $61,610 (6.6%) in 1997 as compared to 1996.  This
decrease resulted  primarily from (i) the decrease in volumes of gas sold during
1997 and (ii) a decrease in general repair and maintenance  expenses incurred on
several  wells during 1997 as compared to 1996.  As a percentage  of oil and gas
sales,  these  expenses  decreased  to 37.1% in 1997  from  39.7% in 1996.  This
percentage  decrease  was  primarily  due to the dollar  decrease in oil and gas
production  expenses  and the  increase in the average  price of gas sold during
1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $115,418 (26.1%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) a reduction in the depletable  base of oil and gas properties
due to the  impairment  provision  recorded  in the  first  quarter  of  1997 as
discussed below,  (ii) the decreases in volumes of oil and gas sold in 1997, and
(iii)  upward  revisions in the  estimates of remaining  oil and gas reserves at
December 31, 1997. As a percentage of oil and gas sales,  this expense decreased
to 14.0% in 1997 from 18.9% in 1996. This percentage decrease resulted primarily
from (i) the  dollar  decrease  in  depreciation,  depletion,  and  amortization
discussed  above and (ii) the  increases  in the  average  prices of gas sold in
1997.

      The III-D  Partnership  recognized a non-cash  charge against  earnings of
$932,243 in the first quarter of 1997.  Of this amount,  $485,820 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at  March  31,  1997  and  $446,423  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  III-D  Partnership's   Partnership  Agreement  which  limit  the  level  of
permissible drilling activity. No similar charges were necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as  compared  to 1996.  As a  percentage  of oil and gas sales,  these  expenses
remained relatively constant at 6.8% in 1997 and 6.8% in 1996.


                               III-E Partnership
                               -----------------

                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                     -------------------------------------

      Total oil and gas sales decreased  $2,641,220  (29.2%) in 1998 as compared
to 1997. Of this decrease,  approximately $1,706,000 and $274,000, respectively,
were related to decreases in the



                                       48
<PAGE>



average prices of oil and gas sold and  approximately  $449,000 was related to a
decrease  in the  volumes  of gas sold.  Volumes  of oil and gas sold  decreased
11,216  barrels  and  214,702  Mcf,  respectively,  in 1998 as compared to 1997.
Average  oil and gas  prices  decreased  to $11.35 per barrel and $1.95 per Mcf,
respectively, in 1998 from $18.97 per barrel and $2.09 per Mcf, respectively, in
1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-E
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$36,219 gain on such sales. Sales of oil and gas properties during 1997 resulted
in the III-E Partnership recognizing a $39,835 loss on such sales.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $818,042 (18.1%) in 1998 as compared to 1997. This
decrease  resulted  primarily from (i) a decrease in production taxes associated
with the  decrease  in oil and gas  sales,  (ii) a decrease  in lease  operating
expenses  associated with the decrease in volumes of oil and gas sold, and (iii)
a decrease in workover  expenses on one significant  multi-well unit during 1998
as  compared  to 1997.  As a  percentage  of oil and gas sales,  these  expenses
increased  to 57.7% in 1998 from 49.9% in 1997.  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
increased  $785,736 (65.6%) in 1998 as compared to 1997. This increase  resulted
primarily from significant  downward revisions in the estimates of remaining oil
and gas  reserves at December 31,  1998.  As a percentage  of oil and gas sales,
this  expense  increased  to 31.0% in 1998 from 13.3% in 1997.  This  percentage
increase resulted primarily from the dollar increase in depreciation, depletion,
and amortization and the decreases in the average prices of oil and gas sold.

      The III-E  Partnership  recognized a non-cash  charge against  earnings of
$3,503,400 in the fourth quarter of 1998. This charge was related to the decline
in oil and gas prices used to determine  recoverability  of oil and gas reserves
at December 31, 1998.  In the first quarter of 1997, a non-cash  charge  against
earnings of  $2,893,438  was also  recognized.  Of this amount,  $2,042,775  was
related  to  the  decline  in  oil  and  gas  prices  used  to   determine   the
recoverability  of oil and gas  reserves  at March  31,  1997 and  $850,663  was
related to the  writing-off of unproved  properties.  These unproved  properties
were  written  off  based on the  General  Partner's  determination  that it was
unlikely that such  properties  would be developed due to low oil and gas prices
and provisions in the III-E Partnership's  Partnership Agreement which limit the
level of permissible drilling activity.

      General and administrative  expenses remained  relatively constant in 1998
as  compared  to 1997.  As a  percentage  of oil and gas sales,  these  expenses
increased to 7.8% in 1998 from 5.6% in



                                       49
<PAGE>



1997, primarily due to the decrease in oil and gas sales.

     The Limited Partners have received cash distributions  through December 31,
1998  totaling   $30,221,016  or  72.25%  of  the  Limited   Partners'   capital
contributions.





                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                     -------------------------------------

      Total oil and gas sales remained  relatively  constant in 1997 as compared
to 1996. Increases of approximately $118,000 and $77,000, respectively,  related
to  increases  in volumes of oil and gas sold and an increase  of  approximately
$44,000  related  to  an  increase  in  the  average  price  of  gas  sold  were
substantially  offset by a  decrease  of  approximately  $230,000  related  to a
decrease in the average price of oil sold. Volumes of oil and gas sold increased
5,926 barrels and 37,020 Mcf, respectively, in 1997 as compared to 1996. Average
oil prices  decreased  to $18.97  per  barrel in 1997 from  $19.95 per barrel in
1996. Average gas prices increased to $2.09 per Mcf in 1997 from $2.07 in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $94,952 (2.1%) in 1997 as compared to 1996.  This
increase resulted primarily from the increases in volumes of oil and gas sold in
1997. As a percentage of oil and gas sales,  these expenses remained  relatively
constant at 49.9% in 1997 and 48.9% in 1996.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $539,246 (31.0%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) a reduction in the depletable  base of oil and gas properties
due to the  impairment  provision  recorded  in the  first  quarter  of  1997 as
discussed  below and (ii) upward  revisions in the  estimates  of remaining  gas
reserves  at December  31,  1997.  As a  percentage  of oil and gas sales,  this
expense decreased to 13.3% in 1997 from 19.2% in 1996. This percentage  decrease
resulted  primarily from the dollar  decrease in  depreciation,  depletion,  and
amortization discussed above.

      The III-E  Partnership  recognized a non-cash  charge against  earnings of
$2,893,438 in the first quarter of 1997. Of this amount,  $2,042,775 was related
to the decline in oil and gas prices used to  determine  the  recoverability  of
proved oil and gas  reserves at March 31, 1997 and  $850,663  was related to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the III-E



                                       50
<PAGE>



Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling activity. No similar charges were necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as  compared  to 1996.  As a  percentage  of oil and gas sales,  these  expenses
remained relatively constant at 5.6% in 1997 and 5.6% in 1996.


                               III-F Partnership
                               -----------------

                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                     -------------------------------------

      Total oil and gas sales decreased $842,257 (28.2%) for 1998 as compared to
1997. Of this decrease,  approximately $222,000 and $216,000, respectively, were
related to decreases in volumes of oil and gas sold and  approximately  $339,000
and $65,000,  respectively,  were related to decreases in the average  prices of
oil and gas sold.  Volumes  of oil and gas sold  decreased  11,785  barrels  and
110,838 Mcf, respectively, for 1998 as compared to 1997. The decrease in volumes
of oil sold resulted  primarily from normal  declines in production and the sale
of several  wells  during  1998 and 1997.  The  decrease  in volumes of gas sold
resulted primarily from (i) normal declines in production,  (ii) the shutting-in
of two significant wells during a portion of 1998 in order to perform a workover
on one well and repairs on the other well,  and (iii) the sale of several  wells
during 1998 and 1997.  Average oil and gas prices decreased to $12.56 per barrel
and $1.87 per Mcf,  respectively,  for 1998 from $18.85 per barrel and $1.95 per
Mcf, respectively, for 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-F
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$22,073 gain on such sales. Sales of oil and gas properties during 1997 resulted
in the III-F Partnership recognizing losses totaling $14,411 on such sales.

      Oil and gas production  expenses  (including lease operating  expenses and
production taxes) decreased  $147,464 (11.1%) for 1998 as compared to 1997. This
decrease resulted primarily from (i) workover expenses incurred on several wells
during  1997 in order to improve the  recovery of reserves  and (ii) the sale of
one  significant  well during 1997.  These  decreases were  partially  offset by
workover  expenses and repair and maintenance  expenses  incurred during 1998 on
several wells. As a percentage of oil and gas sales, these expenses increased to
55.2% for 1998 from 44.6% for 1997. This  percentage  increase was primarily due
to (i) the  decreases in the average  prices of oil and gas sold during 1998 and
(ii) the workover  expenses and repair and maintenance  expenses incurred during
1998.



                                       51
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $34,359  (4.5%)  for 1998 as  compared  to 1997.  This  decrease  was
primarily  due to the decreases in volumes of oil and gas sold,  which  decrease
was  partially  offset by downward  revisions in the  estimates of remaining oil
reserves at December 31, 1998 on two  significant  wells. As a percentage of oil
and gas sales,  this  expense  increased  to 33.6% for 1998 from 25.3% for 1997.
This percentage  increase  resulted  primarily from the decreases in the average
prices of oil and gas sold.

      The III-F  Partnership  recognized a non-cash  charge against  earnings of
$2,884,405 in the first quarter of 1997. Of this amount,  $2,078,019 was related
to the decline in oil and gas prices used to  determine  the  recoverability  of
proved oil and gas  reserves at March 31, 1997 and  $806,386  was related to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  III-F  Partnership's   Partnership  Agreement  which  limit  the  level  of
permissible drilling activity. No similar charges were necessary in 1998.

      General and  administrative  expenses  decreased $5,087 (1.9%) for 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 12.1% for 1998 from 8.9% for 1997,  primarily  due to the decrease in oil and
gas sales.

     The Limited Partners have received cash distributions  through December 31,
1998 totaling $11,129,904 or 50.25% of Limited Partners' capital contributions.



                      Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                     -------------------------------------

      Total oil and gas sales  decreased  $103,288 (3.3%) in 1997 as compared to
1996.  Of this  decrease,  approximately  $167,000  and  $46,000,  respectively,
related to  decreases in volumes of oil and gas sold and  approximately  $87,000
related to a decrease in the average  price of oil sold,  which  decreases  were
partially offset by an increase of approximately $198,000 related to an increase
in the average price of gas sold. Volumes of oil and gas sold decreased by 8,277
barrels and 26,380 Mcf, respectively,  in 1997 as compared to 1996. The decrease
in volumes of oil sold resulted primarily from (i) normal declines in production
and (ii) the sale of two  significant  wells in  mid-1996.  Average  oil  prices
decreased  to $18.85 per barrel in 1997 from $20.18 per barrel in 1996.  Average
gas prices increased to $1.95 per Mcf in 1997 from $1.73 per Mcf in 1996.



                                       52
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $95,324 (7.7%) in 1997 as compared to 1996.  This
increase  resulted  primarily from (i) workover expenses incurred on three wells
during 1997 in order to improve the recovery of reserves and (ii) credits issued
on one well during 1996 for prior period rental  expenses,  which increases were
partially offset by the decreases in volumes of oil and gas sold during 1997. As
a percentage  of oil and gas sales,  these  expenses  increased to 44.6% in 1997
from 40.0% in 1996.  This  percentage  increase was  primarily due to the dollar
increase in oil and gas production  expenses discussed above and the decrease in
the average price of oil sold during 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $374,649 (33.1%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) a reduction in the depletable  base of oil and gas properties
due to the  impairment  provision  recorded  in the  first  quarter  of  1997 as
discussed below,  (ii) the decreases in volumes of oil and gas sold in 1997, and
(iii) upward  revisions in the  estimates of remaining  gas reserves at December
31, 1997. As a percentage of oil and gas sales,  this expense decreased to 25.3%
in 1997 from 36.5% in 1996. This percentage decrease resulted primarily from (i)
the dollar decrease in depreciation, depletion, and amortization discussed above
and (ii) the increases in the average prices of gas sold in 1997.

      The III-F  Partnership  recognized a non-cash  charge against  earnings of
$2,884,405 in the first quarter of 1997. Of this amount,  $2,078,019 was related
to the decline in oil and gas prices used to  determine  the  recoverability  of
proved oil and gas  reserves at March 31, 1997 and  $806,386  was related to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  III-F  Partnership's   Partnership  Agreement  which  limit  the  level  of
permissible drilling activity. No similar charges were necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as  compared  to 1996.  As a  percentage  of oil and gas sales,  these  expenses
remained relatively constant at 8.9% in 1997 and 8.6% in 1996.





                                       53
<PAGE>



                               III-G Partnership
                               -----------------

                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                     -------------------------------------

      Total oil and gas sales decreased $572,689 (31.0%) for 1998 as compared to
1997. Of this decrease,  approximately $163,000 and $154,000, respectively, were
related to decreases in volumes of oil and gas sold and  approximately  $246,000
was related to a decrease in the average  price of oil sold.  Volumes of oil and
gas sold  decreased  8,635  barrels  and 81,153 Mcf,  respectively,  for 1998 as
compared to 1997.  The decrease in volumes of oil sold resulted  primarily  from
normal  declines in  production  and the sale of several  wells  during 1998 and
1997.  The decrease in volumes of gas sold  resulted  primarily  from (i) normal
declines in production,  (ii) the shutting-in of two significant  wells during a
portion of 1998 in order to perform a  workover  on one well and  repairs on the
other well,  and (iii) the sale of several  wells during 1998 and 1997.  Average
oil  and  gas  prices  decreased  to  $12.55  per  barrel  and  $1.87  per  Mcf,
respectively,  for 1998 from $18.90 per barrel and $1.89 per Mcf,  respectively,
for 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-G
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$19,340 gain on such sales. Sales of oil and gas properties during 1997 resulted
in the III-G Partnership recognizing similar gains totaling $4,685.

      Oil and gas production  expenses  (including lease operating  expenses and
production taxes) decreased  $110,230 (12.9%) for 1998 as compared to 1997. This
decrease resulted primarily from (i) workover expenses incurred on several wells
during  1997 in order to improve the  recovery of reserves  and (ii) the sale of
one  significant  well during 1997.  These  decreases were  partially  offset by
workover  expenses and repair and maintenance  expenses  incurred during 1998 on
several wells. As a percentage of oil and gas sales, these expenses increased to
58.5% for 1998 from 46.3% for 1997. This  percentage  increase was primarily due
to (i) the  decrease  in the  average  price of oil  sold and (ii) the  workover
expenses and repair and maintenance expenses incurred during 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $25,309  (5.9%)  for 1998 as  compared  to 1997.  This  decrease  was
primarily  due to the decreases in volumes of oil and gas sold,  which  decrease
was  partially  offset by downward  revisions in the  estimates of remaining oil
reserves at December 31, 1998 on two  significant  wells. As a percentage of oil
and gas sales,  this  expense  increased  to 31.5% for 1998 from 23.1% for 1997.
This  percentage  increase  resulted  primarily from the decrease in the average
price of oil sold.




                                       54
<PAGE>



      The III-G  Partnership  recognized a non-cash  charge against  earnings of
$310,413 in the fourth  quarter of 1998.  This charge was related to the decline
in oil and  gas  prices  used to  determine  the  recoverability  of oil and gas
reserves at December 31, 1998. The III-G  Partnership  also recognized  non-cash
charges against earnings totaling $1,551,780 in 1997. Of this amount, $1,449,404
was  recognized in the first quarter of 1997 and $102,376 was  recognized in the
fourth  quarter of 1997. Of the first  quarter  charge in 1997,  $1,010,738  was
related  to  the  decline  in  oil  and  gas  prices  used  to   determine   the
recoverability of proved oil and gas reserves at March 31, 1997 and $438,666 was
related to the  writing-off of unproved  properties.  These unproved  properties
were  written  off  based on the  General  Partner's  determination  that it was
unlikely that such  properties  would be developed due to low oil and gas prices
and provisions in the III-G Partnership's  Partnership Agreement which limit the
level of permissible drilling activity. The charge in the fourth quarter of 1997
was related to the decline in oil prices used to determine the recoverability of
proved oil reserves at December 31, 1997.

      General and  administrative  expenses  decreased $2,876 (2.0%) for 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 11.3% for 1998 from 7.9% for 1997,  primarily  due to the decrease in oil and
gas sales.

     The Limited Partners have received cash distributions  through December 31,
1998 totaling $5,847,287 or 47.96% of Limited Partners' capital contributions.



                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                     -------------------------------------

      Total oil and gas sales  decreased  $117,291 (6.0%) in 1997 as compared to
1996. Of this decrease,  approximately $133,000 related to a decrease in volumes
of oil sold and approximately $61,000 related to a decrease in the average price
of  oil  sold,   which  decreases  were  partially  offset  by  an  increase  of
approximately  $75,000  related to an increase in the average price of gas sold.
Volumes of oil sold decreased 6,590 barrels in 1997 as compared to 1996. Volumes
of gas sold  increased  1,082 Mcf in 1997 as compared to 1996.  The  decrease in
volumes of oil sold resulted  primarily  from (i) a normal decline in production
and (ii) the sale of several  wells in 1996.  Average  oil prices  decreased  to
$18.90 per barrel in 1997 from  $20.19  per barrel in 1996.  Average  gas prices
increased to $1.89 per Mcf in 1997 from $1.74 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $50,263 (6.2%) in 1997 as compared to 1996.  This
increase resulted primarily from (i)



                                       55
<PAGE>



workover  expenses  incurred on three wells  during 1997 in order to improve the
recovery of reserves  and (ii) an  increase  in general  repair and  maintenance
expenses incurred on one significant well during 1997 as compared to 1996, which
increase  was  partially  offset by the  decrease  in volumes of oil sold during
1997. As a percentage of oil and gas sales, these expenses increased to 46.3% in
1997 from 41.0% in 1996.  This  percentage  increase  was  primarily  due to the
dollar  increase  in oil and gas  production  expenses  discussed  above and the
decrease in the average price of oil sold during 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $227,810 (34.9%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) a reduction in the depletable  base of oil and gas properties
due to the  impairment  provision  recorded  in the  first  quarter  of  1997 as
discussed  below,  (ii) the decreases in volumes of oil sold in 1997,  and (iii)
upward  revisions in the  estimates  of  remaining  gas reserves at December 31,
1997. As a percentage of oil and gas sales,  this expense  decreased to 23.1% in
1997 from 33.3% in 1996. This percentage  decrease  resulted  primarily from (i)
the dollar decrease in depreciation, depletion, and amortization discussed above
and (ii) the increases in the average prices of gas sold in 1997.

      The III-G  Partnership  recognized a non-cash  charge against  earnings of
$1,449,404  in the first  quarter of 1997 and $102,376 in the fourth  quarter of
1997. Of the first quarter charge,  $1,010,738 was related to the decline in oil
and gas  prices  used to  determine  the  recoverability  of proved  oil and gas
reserves  at March 31,  1997 and  $438,666  was  related to the  writing-off  of
unproved  properties.  These unproved  properties  were written off based on the
General Partner's  determination that it was unlikely that such properties would
be  developed  due to low  oil  and  gas  prices  and  provisions  in the  III-G
Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling  activity.  The fourth quarter charge of $102,376 was primarily related
to the decline in oil prices used to determine the  recoverability of proved oil
and gas  reserves at December  31, 1997.  No similar  charges were  necessary in
1996.

      General and administrative  expenses remained  relatively constant in 1997
as  compared  to 1996.  As a  percentage  of oil and gas sales,  these  expenses
remained relatively constant at 7.9% in 1997 and 7.5% in 1996.



      Average Sale Prices, Production Volumes, and Average Production Costs

      The following  tables are  comparisons of annual average oil and gas sales
prices,  production  volumes,  and average  production  costs  (lease  operating
expenses and production taxes) per



                                       56
<PAGE>



equivalent  unit (one barrel or 6 Mcf of gas) for 1998,  1997,  and 1996.  These
factors  comprise  the  change in net oil and gas  operations  discussed  in the
"Results of Operations" section above.

                             1998 Compared to 1997
                             ---------------------

                             Average Sales Prices
----------------------------------------------------------------------------
P/ship            1998                       1997                % Change
------      -------------------        -----------------       -------------
              Oil         Gas            Oil       Gas
            ($/Bbl)     ($/Mcf)        ($/Bbl)   ($/Mcf)        Oil      Gas
            -------     -------        -------   -------       -----    ----
III-A       $12.53      $2.15          $19.68     $2.46        (36%)    (13%)
III-B        12.91       2.14           19.76      2.38        (35%)    (10%)
III-C        13.58       1.85           19.74      2.26        (31%)    (18%)
III-D        11.52       1.79           19.11      2.20        (40%)    (19%)
III-E        11.35       1.95           18.97      2.09        (40%)    ( 7%)
III-F        12.56       1.87           18.85      1.95        (33%)    ( 4%)
III-G        12.55       1.87           18.90      1.89        (34%)    ( 1%)


                              Production Volumes
----------------------------------------------------------------------------
P/ship             1998                       1997                % Change
------      ---------------------      -------------------     -------------
              Oil          Gas          Oil         Gas         Oil      Gas
            (Bbls)        (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
            -------     ---------      -------   ---------     ------   -----
III-A        34,689       741,990       40,468   1,031,152     (14%)    (28%)
III-B        34,221       355,197       37,216     518,891     ( 8%)    (32%)
III-C        22,980     1,156,387       27,069   1,124,237     (15%)      3%
III-D        35,908       767,089       40,758     708,262     (12%)      8%
III-E       223,936     1,974,917      235,152   2,189,619     ( 5%)    (10%)
III-F        54,002       787,609       65,787     898,447     (18%)    (12%)
III-G        38,858       419,813       47,493     500,966     (18%)    (16%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                      -----------------------------------
                  P/ship      1998      1997      % Change
                  ------     -----     -----      --------
                  III-A      $3.64     $3.39        7%
                  III-B       3.53      3.39        4%
                  III-C       3.30      3.49      ( 5%)
                  III-D       4.39      5.46      (20%)
                  III-E       6.68      7.52      (11%)
                  III-F       6.40      6.18        4%
                  III-G       6.84      6.52        5%




                                       57
<PAGE>




                             1997 Compared to 1996
                             ---------------------

                             Average Sales Prices
----------------------------------------------------------------------------
P/ship            1997                       1996                % Change
------      -------------------        -----------------       -------------
              Oil         Gas            Oil       Gas
            ($/Bbl)     ($/Mcf)        ($/Bbl)   ($/Mcf)        Oil      Gas
            -------     -------        -------   -------       -----    ----
III-A       $19.68       $2.46         $20.79     $2.09         (5%)     18%
III-B        19.76        2.38          20.98      2.05         (6%)     16%
III-C        19.74        2.26          20.68      1.99         (5%)     14%
III-D        19.11        2.20          20.12      1.98         (5%)     11%
III-E        18.97        2.09          19.95      2.07         (5%)      1%
III-F        18.85        1.95          20.18      1.73         (7%)     13%
III-G        18.90        1.89          20.19      1.74         (6%)      9%


                              Production Volumes
----------------------------------------------------------------------------
P/ship             1997                       1996               % Change
------      ---------------------      -------------------     -------------
              Oil          Gas          Oil         Gas         Oil      Gas
            (Bbls)        (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
            -------     ---------      -------   ---------     ------   -----
III-A        40,468     1,031,152       46,923   1,268,943      (14%)   (19%)
III-B        37,216       518,891       37,849     642,152      ( 2%)   (19%)
III-C        27,069     1,124,237       27,429   1,351,525      ( 1%)   (17%)
III-D        40,758       708,262       41,351     760,593      ( 1%)   ( 7%)
III-E       235,152     2,189,619      229,226   2,152,599        3%      2%
III-F        65,787       898,447       74,064     924,827      (11%)   ( 3%)
III-G        47,493       500,966       54,083     499,884      (12%)     -%


                           Average Production Costs
                         per Equivalent Barrel of Oil
                      -----------------------------------
                  P/ship      1997      1996      % Change
                  ------     -----     -----      --------
                  III-A      $3.39     $3.48        ( 3%)
                  III-B       3.39      3.43        ( 1%)
                  III-C       3.49      3.09         13%
                  III-D       5.46      5.52        ( 1%)
                  III-E       7.52      7.51          -%
                  III-F       6.18      5.42         14%
                  III-G       6.52      5.85         11%




                                       58
<PAGE>



      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
are not  reinvested in productive  assets,  except to the extent that  producing
wells are  improved,  or where  methods are  employed  to permit more  efficient
recovery of reserves,  thereby resulting in a positive economic impact. Assuming
1998  production  levels for future  years,  the  Partnerships'  proved  reserve
quantities at December 31, 1998 would have the following remaining lives:

                  Partnership         Gas-Years       Oil-Years
                  -----------         ---------       ---------

                     III-A               6.4             2.7
                     III-B               6.1             2.7
                     III-C               5.0             5.9
                     III-D               3.7             3.5
                     III-E               4.1             2.7
                     III-F               6.0             4.3
                     III-G               6.0             4.4

      The   Partnerships'   available   capital   from  the  Limited   Partners'
subscriptions  has been spent on oil and gas  properties  and there should be no
further  material  capital  resource  commitments  in  the  future.   Occasional
expenditures by the Partnerships for new wells or well completions or workovers,
however,  may reduce or eliminate cash available for a particular quarterly cash
distribution.  The Partnerships have no debt  commitments.  Cash for operational
purposes will be provided by current oil and gas production.

      The Partnerships sold certain oil and gas properties during 1997 and 1998.
The sale of the  Partnerships'  properties was made by the General Partner after
giving  due  consideration  to both the offer  price and the  General  Partner's
estimate of the property's remaining proved reserves and future operating costs.
Net proceeds from the sale of such  properties  were included in the calculation
of the Partnerships'  cash distributions for the quarter  immediately  following
the Partnerships' receipt of the proceeds.  The amount of such proceeds from the
sale of oil and gas properties during 1998 and 1997 were as follows:

                        Partnership             1998          1997
                        -----------          ----------     --------
                          III-A              $ 25,815       $572,237
                          III-B                35,047        278,513
                          III-C               501,935        231,006
                          III-D                67,181         26,912
                          III-E                77,860         38,925
                          III-F                56,560         83,156
                          III-G                33,830         65,190



                                       59
<PAGE>




      The General  Partner  believes that the sale of these  properties  will be
beneficial  to the  Partnerships  in the  long-term  since the  properties  sold
generally  had a higher  ratio of  future  operating  expenses  as  compared  to
reserves than the properties not sold.

      There can be no  assurance  as to the amount of the  Partnerships'  future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available  cash flow generated by the  Partnerships'
operating  activities,  which will be affected (either positively or negatively)
by many factors beyond the control of the  Partnerships,  including the price of
and demand for oil and gas and other  market and  economic  conditions.  Even if
prices and costs remain stable,  the amount of cash available for  distributions
will decline over time (as the volume of production  from  producing  properties
declines)  since  the   Partnerships  are  not  replacing   production   through
acquisitions of producing properties and drilling. The Partnerships' quantity of
proved  reserves  has  been  reduced  by the sale of oil and gas  properties  as
described above;  therefore,  it is possible that the Partnerships'  future cash
distributions  will  decline  as a result of a  reduction  of the  Partnerships'
reserve base.

      The Partnerships  will terminate on the following dates in accordance with
the Partnership Agreements:

                  Partnership       Termination Date
                  -----------       -----------------

                    III-A           November 28, 1999
                    III-B           January 24, 2000
                    III-C           February 28, 2000
                    III-D           September 5, 2000
                    III-E           December 26, 2000
                    III-F           March 7, 2001
                    III-G           September 20, 2001


However, the Partnership  Agreements provide that the General Partner may extend
the term of each  Partnership for five periods of two years each. As of the date
of this Annual  Report,  the General  Partner  intends to extend the term of the
III-A,  III-B, and III-C  Partnerships for the first two-year  extension period,
but has not determined whether it intends to (i) further extend the term of such
Partnerships or (ii) extend the term of any other Partnership.




                                       60
<PAGE>



      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
1998. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."


      Year 2000

                                   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, the General Partner does not believe that these risks will be material to
the Partnerships' operations.

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

      The  Partnerships  rely on Samson to provide  all of its  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:



                                       61
<PAGE>




   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 February 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.

      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 1st 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 March 31, 1999 to complete this process.
The costs of all such risk  assessments  and  remediation are not expected to be
material to the Partnerships.



                                       62
<PAGE>



     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 May 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.

      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
March 31, 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.



                                       63
<PAGE>




      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  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,  the General Partner  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.



                                       64
<PAGE>




      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.


ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      The Partnerships do not hold any market risk sensitive instruments.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial  statements  and  supplementary  data are indexed in Item 14
hereof.


ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

      None.


PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

      The Partnerships  have no directors or executive  officers.  The following
individuals  are directors and executive  officers of the General  Partner.  The
business  address of such  director  and  executive  officers is Two West Second
Street, Tulsa, Oklahoma 74103.

            Name              Age      Position with Geodyne
      ----------------        ---     --------------------------------
      Dennis R. Neill          46     President and Director

      Judy K. Fox              47     Secretary

The director will hold office until the next annual meeting of  shareholders  of
Geodyne  and until  his  successor  has been duly  elected  and  qualified.  All
executive officers serve at the discretion of the Board of Directors.

      Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm, Conner and Winters, where his principal practice was in the



                                       65
<PAGE>



securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State  University and a Juris  Doctorate  degree from the University of
Texas.  Mr.  Neill also serves as Senior  Vice  President  of Samson  Investment
Company and as President and Director of Samson Properties Incorporated,  Samson
Hydrocarbons Company, Dyco Petroleum  Corporation,  Berry Gas Company,  Circle L
Drilling Company, Snyder Exploration Company, and Compression, Inc.

      Judy K. Fox joined  Samson in 1990 and was named  Secretary of Geodyne and
its  subsidiaries on June 30, 1996.  Prior to joining Samson,  she served as Gas
Contract Manager for Ely Energy Company.  Ms. Fox is also Secretary of Berry Gas
Company,   Circle  L  Drilling  Company,   Compression,   Inc.,  Dyco  Petroleum
Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson
Properties Incorporated.

      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 1998 of reports required under Section 16 of the Securities  Exchange Act
of 1934.

ITEM 11. EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as  general or  administrative  expense.  The amount of general  and
administrative expense allocated to the General Partner and its affiliates which
was charged to each Partnership  during 1998, 1997, and 1996 is set forth in the
table below.  Although the actual costs incurred by the General  Partner and its
affiliates have fluctuated during the three years presented, the amounts charged
to the Partnerships  have not fluctuated due to expense  limitations  imposed by
the Partnership Agreements.

            Partnership         1998          1997         1996
            -----------       --------      --------     --------

               III-A          $277,872      $277,872     $277,872
               III-B           145,620       145,620      145,620
               III-C           257,412       257,412      257,412
               III-D           137,904       137,904      137,904
               III-E           440,280       440,280      440,280
               III-F           233,136       233,136      233,136
               III-G           128,340       128,340      128,340



                                       66
<PAGE>




      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals to the Partnerships'  activities.  The following tables indicate the
approximate   amount  of  general  and  administrative   expense   reimbursement
attributable  to the salaries of the directors,  officers,  and employees of the
General Partner and its affiliates during 1998, 1997, and 1996:





                                       67
<PAGE>
<TABLE>
<CAPTION>





                                                  Salary Reimbursements

                                                    III-A Partnership
                                                    -----------------
                                           Three Years Ended December 31, 1998
                                                                        Long Term Compensation
                                                                    -----------------------------------
                                   Annual Compensation                     Awards               Payouts
                                ------------------------------      ----------------------      -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                    Salary        Bonus     sation       Award(s)      Options/     Payouts     sation
   Position             Year      ($)          ($)        ($)          ($)          SARs(#)       ($)         ($)
---------------         ----    -------      -------    -------     ----------     --------     -------     -------
<S>                     <C>     <C>            <C>        <C>         <C>            <C>          <C>         <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1996      -            -          -           -              -            -           -

Dennis R. Neill,
President(2)(3)         1996      -            -          -           -              -            -           -
                        1997      -            -          -           -              -            -           -
                        1998      -            -          -           -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996    $162,555       -          -           -              -            -           -
                        1997    $166,001       -          -           -              -            -           -
                        1998    $164,445       -          -           -              -            -           -
----------
(1)   Mr. Tholen served as President  and  Chief  Executive  Officer  of Geodyne
      until July 1, 1996.
(2)   The general and administrative  expenses paid by the III-A Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the III-A  Partnership  and no  individual's  salary or other
      compensation  reimbursement  from the III-A Partnership  equals or exceeds
      $100,000 per annum.

</TABLE>


                                       68
<PAGE>
<TABLE>
<CAPTION>


  
                                                  Salary Reimbursements

                                                    III-B Partnership
                                                    -----------------
                                           Three Years Ended December 31, 1998
                                                                        Long Term Compensation
                                                                    -----------------------------------
                                    Annual Compensation                     Awards              Payouts
                                 ------------------------------     -----------------------     -------
                                                                                    Securi-
                                                          Other                      ties                     All
     Name                                                 Annual    Restricted      Under-                   Other
      and                                                Compen-      Stock         lying        LTIP       Compen-
   Principal                     Salary       Bonus      sation      Award(s)      Options/     Payouts     sation
   Position             Year       ($)         ($)         ($)         ($)          SARs(#)       ($)         ($)
---------------         ----     -------     -------     -------    ----------     --------     -------     -------
<S>                     <C>      <C>           <C>         <C>        <C>            <C>          <C>         <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1996       -           -           -          -              -            -           -

Dennis R. Neill,
President(2)(3)         1996       -           -           -          -              -            -           -
                        1997       -           -           -          -              -            -           -
                        1998       -           -           -          -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996     $85,188       -           -          -              -            -           -
                        1997     $86,993       -           -          -              -            -           -
                        1998     $86,178       -           -          -              -            -           -
----------
(1)   Mr. Tholen served as President  and  Chief  Executive   Officer of Geodyne
      until July 1, 1996.
(2)   The general and administrative  expenses paid by the III-B Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the III-B  Partnership  and no  individual's  salary or other
      compensation  reimbursement  from the III-B Partnership  equals or exceeds
      $100,000 per annum.

</TABLE>


                                       69
<PAGE>
<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    III-C Partnership
                                                    -----------------
                                           Three Years Ended December 31, 1998
                                                                       Long Term Compensation
                                                                     ----------------------------------
                                    Annual Compensation                    Awards               Payouts
                                 ------------------------------      ----------------------     -------
                                                                                     Securi-
                                                          Other                       ties                    All
     Name                                                 Annual     Restricted      Under-                  Other
      and                                                Compen-       Stock         lying       LTIP       Compen-
   Principal                     Salary       Bonus      sation       Award(s)      Options/    Payouts     sation
   Position             Year       ($)         ($)         ($)          ($)          SARs(#)      ($)         ($)
---------------         ----     -------     -------     -------     ----------     --------    -------     -------
<S>                     <C>      <C>           <C>         <C>         <C>            <C>         <C>         <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1996       -           -           -           -              -           -           -

Dennis R. Neill,
President(2)(3)         1996       -           -           -           -              -           -           -
                        1997       -           -           -           -              -           -           -
                        1998       -           -           -           -              -           -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996     $150,586      -           -           -              -           -           -
                        1997     $153,778      -           -           -              -           -           -
                        1998     $152,336      -           -           -              -           -           -
----------
(1)   Mr. Tholen served as  President  and  Chief  Executive  Officer of Geodyne
      until July 1, 1996.
(2)   The general and administrative  expenses paid by the III-C Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the III-C  Partnership  and no  individual's  salary or other
      compensation  reimbursement  from the III-C Partnership  equals or exceeds
      $100,000 per annum.

</TABLE>


                                       70
<PAGE>
<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    III-D Partnership
                                                    -----------------
                                            Three Years Ended December 31, 1998
                                                                        Long Term Compensation
                                                                    ----------------------------------
                                   Annual Compensation                     Awards               Payouts
                                ------------------------------      ----------------------      -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                    Salary       Bonus      sation       Award(s)      Options/     Payouts     sation
   Position             Year      ($)         ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------         ----    -------     -------     -------     ----------     --------     -------     -------
<S>                     <C>     <C>           <C>         <C>         <C>            <C>          <C>         <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1996      -           -           -           -              -            -           -

Dennis R. Neill,
President(2)(3)         1996      -           -           -           -              -            -           -
                        1997      -           -           -           -              -            -           -
                        1998      -           -           -           -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996    $80,674       -           -           -              -            -           -
                        1997    $82,384       -           -           -              -            -           -
                        1998    $81,612       -           -           -              -            -           -
----------
(1)   Mr. Tholen served  as  President  and  Chief Executive  Officer of Geodyne
      until July 1, 1996.
(2)   The general and administrative  expenses paid by the III-D Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the III-D  Partnership  and no  individual's  salary or other
      compensation  reimbursement  from the III-D Partnership  equals or exceeds
      $100,000 per annum.


</TABLE>

                                       71
<PAGE>
<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    III-E Partnership
                                                    -----------------
                                           Three Years Ended December 31, 1998
                                                                       Long Term Compensation
                                                                  ------------------------------------
                                   Annual Compensation                     Awards               Payouts
                                ------------------------------    ----------------------        -------
                                                                                  Securi-
                                                         Other                     ties                       All
     Name                                                Annual   Restricted      Under-                     Other
      and                                               Compen-     Stock         lying          LTIP       Compen-
   Principal                    Salary       Bonus      sation     Award(s)      Options/       Payouts     sation
   Position             Year      ($)         ($)         ($)        ($)          SARs(#)         ($)         ($)
---------------         ----    -------     -------     -------   ----------     --------       -------     -------
<S>                     <C>     <C>           <C>         <C>       <C>            <C>            <C>         <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1996      -           -           -         -              -              -           -

Dennis R. Neill,
President(2)(3)         1996      -           -           -         -              -              -           -
                        1997      -           -           -         -              -              -           -
                        1998      -           -           -         -              -              -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996    $257,564      -           -         -              -              -           -
                        1997    $263,023      -           -         -              -              -           -
                        1998    $260,558      -           -         -              -              -           -
----------
(1)   Mr. Tholen served as President  and  Chief  Executive   Officer of Geodyne
      until July 1, 1996.
(2)   The general and administrative  expenses paid by the III-E Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the III-E  Partnership  and no  individual's  salary or other
      compensation  reimbursement  from the III-E Partnership  equals or exceeds
      $100,000 per annum.


</TABLE>

                                       72
<PAGE>
<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    III-F Partnership
                                                    -----------------
                                           Three Years Ended December 31, 1998
                                                                        Long Term Compensation
                                                                    -----------------------------------
                                   Annual Compensation                      Awards              Payouts
                                ------------------------------      ---------------------       -------
                                                                                   Securi-
                                                         Other                      ties                      All
     Name                                                Annual     Restricted     Under-                    Other
      and                                               Compen-       Stock        lying         LTIP       Compen-
   Principal                    Salary       Bonus      sation       Award(s)     Options/      Payouts     sation
   Position             Year      ($)         ($)         ($)          ($)         SARs(#)        ($)         ($)
---------------         ----    -------     -------     -------     ----------    --------      -------     -------
<S>                     <C>     <C>           <C>         <C>         <C>           <C>           <C>         <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1996      -           -           -           -             -             -           -

Dennis R. Neill,
President(2)(3)         1996      -           -           -           -             -             -           -
                        1997      -           -           -           -             -             -           -
                        1998      -           -           -           -             -             -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996    $136,385      -           -           -             -             -           -
                        1997    $139,275      -           -           -             -             -           -
                        1998    $137,970      -           -           -             -             -           -
----------
(1)   Mr. Tholen  served  as President  and  Chief Executive  Officer of Geodyne
      until July 1, 1996.
(2)   The general and administrative  expenses paid by the III-F Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the III-F  Partnership  and no  individual's  salary or other
      compensation  reimbursement  from the III-F Partnership  equals or exceeds
      $100,000 per annum.


</TABLE>

                                       73
<PAGE>
<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    III-G Partnership
                                                    -----------------
                                           Three Years Ended December 31, 1998
                                                                        Long Term Compensation
                                                                    -----------------------------------
                                   Annual Compensation                      Awards              Payouts
                                ------------------------------      ---------------------       -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                    Salary       Bonus      sation       Award(s)      Options/     Payouts     sation
   Position             Year      ($)         ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------         ----    -------     -------     -------     ----------     --------     -------     -------
<S>                     <C>     <C>           <C>         <C>         <C>            <C>          <C>         <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1996      -           -           -           -              -            -           -

Dennis R. Neill,
President(2)(3)         1996      -           -           -           -              -            -           -
                        1997      -           -           -           -              -            -           -
                        1998      -           -           -           -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996    $75,079       -           -           -              -            -           -
                        1997    $76,670       -           -           -              -            -           -
                        1998    $75,952       -           -           -              -            -           -
----------
(1)   Mr. Tholen  served  as  President  and Chief Executive  Officer of Geodyne
      until July 1, 1996.
(2)   The general and administrative  expenses paid by the III-G Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the III-G  Partnership  and no  individual's  salary or other
      compensation  reimbursement  from the III-G Partnership  equals or exceeds
      $100,000 per annum.


</TABLE>

                                       74
<PAGE>







      Affiliates  of  the  Partnerships   serve  as  operator  of  some  of  the
Partnerships'  wells.  The General  Partner  contracts with such  affiliates for
services as operator of the wells. As operator,  such affiliates are compensated
at rates  provided  in the  operating  agreements  in effect and  charged to all
parties to such agreement. Such compensation may occur both prior and subsequent
to the  commencement  of  commercial  marketing of production of oil or gas. The
dollar amount of such compensation paid by the Partnerships to the affiliates is
impossible to quantify as of the date of this Annual Report.

      Samson  maintains  necessary  inventories of new and used field equipment.
Samson  may  have  provided  some of this  equipment  for  wells  in  which  the
Partnerships  have an interest.  This  equipment was provided at prices or rates
equal  to or  less  than  those  normally  charged  in the  same  or  comparable
geographic  area by unaffiliated  persons or companies  dealing at arm's length.
The operators of these wells billed the Partnerships for a portion of such costs
based upon the Partnerships' interest in the well.


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Units as of  February  1, 1999 (i) each  beneficial  owner of more than five
percent of the issued and outstanding  Units, (ii) the directors and officers of
the General  Partner,  and (iii) the General  Partner  and its  affiliates.  The
address of each of such persons is Samson Plaza, Two West Second Street,  Tulsa,
Oklahoma 74103.

                                                        Number of Units
                                                         Beneficially
                                                        Owned (Percent
          Beneficial Owner                              of Outstanding)
------------------------------------                  ------------------

III-A Partnership:
-----------------
   Samson Resources Company                           31,866      (12.1%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 31,866      (12.1%)



III-B Partnership:
-----------------
   Samson Resources Company                           18,856      (13.6%)



                                       75
<PAGE>




   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 18,856      (13.6%)

III-C Partnership:
-----------------
   Samson Resources Company                           34,335      (14.0%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 34,335      (14.0%)

III-D Partnership:
-----------------
   Samson Resources Company                           21,975      (16.8%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 21,975      (16.8%)

III-E Partnership:
-----------------
   Samson Resources Company                           95,390      (22.8%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 95,390      (22.8%)

III-F Partnership:
-----------------
   Samson Resources Company                           37,905      (17.1%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 37,905      (17.1%)

III-G Partnership:
-----------------
   Samson Resources Company                           18,242      (15.0%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 18,242      (15.0%)






                                       76
<PAGE>




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The General  Partner and certain of its  affiliates  engage in oil and gas
activities  independently  of the  Partnerships  which  result in  conflicts  of
interest that cannot be totally  eliminated.  The allocation of acquisition  and
drilling  opportunities and the nature of the compensation  arrangements between
the  Partnerships  and the General  Partner also create  potential  conflicts of
interest.  An affiliate of the Partnerships owns some of the Partnerships' Units
and  therefore  has an identity of interest  with other  Limited  Partners  with
respect to the operations of the Partnerships.

      In order to attempt to assure  limited  liability for Limited  Partners as
well as an orderly  conduct  of  business,  management  of the  Partnerships  is
exercised  solely by the General Partner.  The Partnership  Agreements grant the
General Partner broad discretionary  authority with respect to the Partnerships'
participation  in  drilling  prospects  and  expenditure  and  control of funds,
including  borrowings.  These  provisions  are  similar  to those  contained  in
prospectuses   and   partnership   agreements  for  other  public  oil  and  gas
partnerships.  Broad  discretion as to general  management  of the  Partnerships
involves  circumstances  where the General Partner has conflicts of interest and
where  it  must  allocate  costs  and  expenses,  or  opportunities,  among  the
Partnerships and other competing interests.

      The  General  Partner  does  not  devote  all of its  time,  efforts,  and
personnel exclusively to the Partnerships.  Furthermore, the Partnerships do not
have  any  employees,   but  instead  rely  on  the  personnel  of  Samson.  The
Partnerships thus compete with Samson (including other oil and gas partnerships)
for the time and  resources  of such  personnel.  Samson  devotes  such time and
personnel  to  the  management  of the  Partnerships  as  are  indicated  by the
circumstances and as are consistent with the General Partner's fiduciary duties.

      Affiliates of the Partnerships are solely responsible for the negotiation,
administration,  and  enforcement of oil and gas sales  agreements  covering the
Partnerships'  leasehold  interests.  Because affiliates of the Partnerships who
provide  services to the  Partnerships  have  fiduciary or other duties to other
members of Samson,  contract amendments and negotiating  positions taken by them
in their  effort  to  enforce  contracts  with  purchasers  may not  necessarily
represent  the  positions  that  the  Partnerships  would  take if they  were to
administer their own contracts without involvement with other members of Samson.
On the  other  hand,  management  believes  that the  Partnerships'  negotiating
strength  and  contractual  positions  have  been  enhanced  by  virtue of their
affiliation with Samson.

PART I


                                       77
<PAGE>



PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

      (a)   Financial Statements, Financial Statement Schedules, and Exhibits.

            (1) Financial Statements: The following financial statements for the

                Geodyne Energy Income Limited Partnership III-A
                Geodyne Energy Income Limited Partnership III-B
                Geodyne Energy Income Limited Partnership III-C
                Geodyne Energy Income Limited Partnership III-D
                Geodyne Energy Income Limited Partnership III-E
                Geodyne Energy Income Limited Partnership III-F
                Geodyne Energy Income Limited Partnership III-G

                as of December 31, 1998 and 1997 and for each of the three years
                in the period ended  December 31, 1998 are filed as part of this
                report:

                        Report of Independent Accountants
                        Balance Sheets
                        Statements of Operations
                        Statements of Changes in Partners' Capital (Deficit)
                        Statements of Cash Flows
                        Notes to Financial Statements

            (2)   Financial Statement Schedules:

                  None.

            (3) Exhibits:

               4.1  The  Certificate  and Agreements of Limited  Partnership for
                    the following  Partnerships  have been previously filed with
                    the  Securities  and Exchange  Commission  as Exhibit 2.1 to
                    Form 8-A filed by each  Partnership on the dates shown below
                    and are hereby incorporated by reference.



                                       78
<PAGE>



                        Partnership       Filing Date             File No.
                        -----------       -----------             --------

                           III-A          February 20, 1990       0-18302
                           III-B          March 30, 1990          0-18636
                           III-C          March 30, 1990          0-18634
                           III-D          November 14, 1990       0-18936
                           III-E          January 22, 1991        0-19010
                           III-F          March 25, 1991          0-19102
                           III-G          September 30, 1991      0-19563

               4.2  Second  Amendment  to Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-A,  filed as
                    Exhibit 4.1 to Registrant's Current Report on Form 8-K dated
                    August 2, 1993 filed with the SEC on August 10,  1993 and is
                    hereby incorporated by reference.

               4.3  Second  Amendment  to Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-B,  filed as
                    Exhibit 4.2 to Registrant's Current Report on Form 8-K dated
                    August 2, 1993 filed with the SEC on August 10,  1993 and is
                    hereby incorporated by reference.

               4.4  Second  Amendment  to Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-C,  filed as
                    Exhibit 4.3 to Registrant's Current Report on Form 8-K dated
                    August 2, 1993 filed with the SEC on August 10,  1993 and is
                    hereby incorporated by reference.

               4.5  Second  Amendment  to Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-D,  filed as
                    Exhibit 4.4 to Registrant's Current Report on Form 8-K dated
                    August 2, 1993 filed with the SEC on August 10,  1993 and is
                    hereby incorporated by reference.

               4.6  Second  Amendment  to Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-E,  filed as
                    Exhibit 4.5 to Registrant's Current Report on Form 8-K dated
                    August 2, 1993 filed with the SEC on August 10,  1993 and is
                    hereby incorporated by reference.

               4.7  Second  Amendment  to Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-F,  filed as
                    Exhibit 4.6 to



                                       79
<PAGE>



                    Registrant's Current Report on Form 8-K dated August 2, 1993
                    filed  with  the  SEC on  August  10, 1993  and  is   hereby
                    incorporated by reference.

               4.8  Second  Amendment  to Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-G,  filed as
                    Exhibit 4.7 to Registrant's Current Report on Form 8-K dated
                    August 2, 1993 filed with the SEC on August 10,  1993 and is
                    hereby incorporated by reference.

               4.9  Third  Amendment  to  Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-A,  filed as
                    Exhibit 4.10 to Registrant's  Annual Report on Form 10-K for
                    the year ended December 31, 1995 filed with the SEC on April
                    1, 1996 and is hereby incorporated by reference.

               4.10 Third  Amendment  to  Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-B,  filed as
                    Exhibit 4.11 to Registrant's  Annual Report on Form 10-K for
                    the year ended December 31, 1995 filed with the SEC on April
                    1, 1996 and is hereby incorporated by reference.

               4.11 Third  Amendment  to  Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-C,  filed as
                    Exhibit 4.12 to Registrant's  Annual Report on Form 10-K for
                    the year ended December 31, 1995 filed with the SEC on April
                    1, 1996 and is hereby incorporated by reference.

               4.12 Third  Amendment  to  Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-D,  filed as
                    Exhibit 4.13 to Registrant's  Annual Report on Form 10-K for
                    the year ended December 31, 1995 filed with the SEC on April
                    1, 1996 and is hereby incorporated by reference.

               4.13 Third  Amendment  to  Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-E,  filed as
                    Exhibit 4.14 to Registrant's  Annual Report on Form 10-K for
                    the year ended December 31, 1995 filed with the SEC on April
                    1, 1996 and is hereby incorporated by reference.



                                       80
<PAGE>



               4.14 Third  Amendment  to  Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-F,  filed as
                    Exhibit 4.15 to Registrant's  Annual Report on Form 10-K for
                    the year ended December 31, 1995 filed with the SEC on April
                    1, 1996 and is hereby incorporated by reference.

               4.15 Third  Amendment  to  Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-G,  filed as
                    Exhibit 4.16 to Registrant's  Annual Report on Form 10-K for
                    the year ended December 31, 1995 filed with the SEC on April
                    1, 1996 and is hereby incorporated by reference.

          *    23.1 Consent of Ryder  Scott  Company,  Petroleum  Engineers  for
                    Geodyne Energy Income Limited Partnership III-A.

          *    23.2 Consent  of Ryder Scott  Company,  Petroleum  Engineers  for
                    Geodyne Energy Income Limited Partnership III-B.

          *    23.3 Consent of  Ryder Scott  Company,  Petroleum  Engineers  for
                    Geodyne Energy Income Limited Partnership III-C.

          *    23.4 Consent of  Ryder Scott  Company,  Petroleum  Engineers  for
                    Geodyne Energy Income Limited Partnership III-D.

          *    23.5 Consent of  Ryder Scott  Company,  Petroleum  Engineers  for
                    Geodyne Energy Income Limited Partnership III-E.

          *    23.6 Consent of  Ryder Scott  Company,  Petroleum  Engineers  for
                    Geodyne Energy Income Limited Partnership III-F.

          *    23.7 Consent of  Ryder Scott  Company,  Petroleum  Engineers  for
                    Geodyne Energy Income Limited Partnership III-G.

          *    27.1  Financial  Data  Schedule   containing   summary  financial
                     information  extracted   from  the  Geodyne  Energy  Income
                     Limited  Partnership  III-A's  financial  statements  as of
                     December 31, 1998 and for the year ended December 31, 1998.

          *    27.2  Financial  Data  Schedule   containing   summary  financial
                     information   extracted   from  the Geodyne  Energy  Income
                     Limited Partnership



                                       81
<PAGE>



                     III-B's financial  statements  as  of December 31, 1998 and
                     for the year ended December 31, 1998.

          *    27.3  Financial  Data  Schedule   containing   summary  financial
                     information  extracted  from  the  Geodyne   Energy  Income
                     Limited  Partnership  III-C's  financial  statements  as of
                     December 31, 1998 and for the year ended December 31, 1998.

          *    27.4  Financial  Data  Schedule   containing   summary  financial
                     information  extracted  from  the  Geodyne   Energy  Income
                     Limited  Partnership  III-D's  financial  statements  as of
                     December 31, 1998 and for the year ended December 31, 1998.

          *    27.5  Financial  Data  Schedule   containing   summary  financial
                     information  extracted  from  the  Geodyne   Energy  Income
                     Limited  Partnership  III-E's  financial  statements  as of
                     December 31, 1998 and for the year ended December 31, 1998.

          *    27.6  Financial  Data  Schedule   containing   summary  financial
                     information  extracted  from  the  Geodyne   Energy  Income
                     Limited  Partnership  III-F's  financial   statements as of
                     December 31, 1998 and for the year ended December 31, 1998.

          *    27.7  Financial  Data  Schedule   containing   summary  financial
                     information   extracted  from  the  Geodyne  Energy  Income
                     Limited  Partnership  III-G's  financial   statements as of
                     December 31, 1998 and for the year ended December 31, 1998.

                     All other Exhibits are omitted as inapplicable.

                  ----------
                  *Filed herewith.

            (b) Reports on Form 8-K filed during the fourth quarter of 1998:

            None.



                                       82
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) 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 organized.

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

                                 By:   GEODYNE RESOURCES, INC.
                                       General Partner

                                       February 23, 1999

                                 By:   /s/Dennis R. Neill
                                       ------------------------------
                                          Dennis R. Neill
                                          President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities on the dates indicated.

By:   /s/Dennis R. Neill        President and            February 23, 1999
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

      /s/Patrick M. Hall        (Principal               February 23, 1999
      -------------------       Financial and
         Patrick M. Hall        Accounting Officer)

      /s/Judy K. Fox            Secretary                February 23, 1999
      -------------------
         Judy K. Fox


                                       83
<PAGE>


Item 8:     Financial Statements and Supplementary Data

                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-A, an Oklahoma limited  partnership,  at December
31, 1998 and 1997, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1998,  in  conformity  with
generally accepted  accounting  principles.  These financial  statements are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.





                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 13, 1999



                                      F-1
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                                Balance Sheets
                          December 31, 1998 and 1997

                                    ASSETS
                                    ------
                                              1998                1997
                                           ------------       ------------
CURRENT ASSETS:
   Cash and cash equivalents               $  212,695          $  522,371
   Accounts receivable:
      Oil and gas sales                       282,108             524,541
      Other                                      -                    308
                                            ---------           ---------
         Total current assets              $  494,803          $1,047,220

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                           2,222,673           2,669,949

DEFERRED CHARGE                               266,532             199,722
                                            ---------           ---------
                                           $2,984,008          $3,916,891
                                            =========           =========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                  -------------------------------------------

CURRENT LIABILITIES:
   Accounts payable                        $   62,011          $   39,622
   Gas imbalance payable                       30,903              38,418
                                            ---------           ---------

      Total current liabilities            $   92,914          $   78,040

ACCRUED LIABILITY                          $   76,845          $   51,905

PARTNERS' CAPITAL (DEFICIT):
   General Partner                        ($  197,325)        ($  198,271)
   Limited Partners, issued and
      outstanding, 263,976 Units            3,011,574           3,985,217
                                            ---------           ---------
         Total Partners' capital           $2,814,249          $3,786,946
                                            ---------           ---------
                                           $2,984,008          $3,916,891
                                            =========           =========

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




                                      F-2
<PAGE>





                   GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                              Statements of Operations
                For the Years Ended December 31, 1998, 1997, and 1996

                                        1998             1997            1996
                                     -----------      -----------    -----------
REVENUES:
   Oil and gas sales                 $2,029,797       $3,328,634     $3,634,004
   Interest income                       16,726           27,613         23,840
   Gain (loss) on sale of
      oil and gas properties             21,281          148,602    (    84,561)
                                      ---------        ---------      ---------
                                     $2,067,804       $3,504,849     $3,573,283

COSTS AND EXPENSES:
   Lease operating                   $  412,509       $  463,734     $  644,998
   Production tax                       163,603          255,356        254,075
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                    498,715          725,515      1,135,745
   Impairment provision                    -           1,617,006           -
   General and
      administrative                    311,430          311,253        324,232
                                      ---------        ---------      ---------
                                     $1,386,257       $3,372,864     $2,359,050
                                      ---------        ---------      ---------

NET INCOME                           $  681,547       $  131,985     $1,214,233
                                      =========        =========      =========

GENERAL PARTNER - NET
   INCOME                            $   53,190       $   98,919     $  104,949
                                      =========        =========      =========

LIMITED PARTNERS - NET
   INCOME                            $  628,357       $   33,066     $1,109,284
                                      =========        =========      =========
NET INCOME per Unit                  $     2.38       $      .13     $     4.20
                                      =========        =========      =========
UNITS OUTSTANDING                       263,976          263,976        263,976
                                      =========        =========      =========

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



                                      F-3
<PAGE>





                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 1998, 1997, and 1996


                               Limited           General
                               Partners          Partner          Total
                             -------------     -----------    -------------

Balance, Dec. 31, 1995        $ 8,275,867      ($143,923)      $8,131,944
   Net income                   1,109,284        104,949        1,214,233
   Cash distributions        (  2,499,000)     ( 159,937)     ( 2,658,937)
                               ----------        -------        ---------

Balance, Dec. 31, 1996        $ 6,886,151      ($198,911)      $6,687,240
   Net income                      33,066         98,919          131,985
   Cash distributions        (  2,934,000)     (  98,279)     ( 3,032,279)
                               ----------        -------        ---------

Balance, Dec. 31, 1997        $ 3,985,217      ($198,271)      $3,786,946
   Net income                     628,357         53,190          681,547
   Cash distributions        (  1,602,000)     (  52,244)     ( 1,654,244)
                               ----------        -------        ---------

Balance, Dec. 31, 1998        $ 3,011,574      ($197,325)      $2,814,249
                               ==========        =======        =========

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



                                      F-4
<PAGE>
<TABLE>
<CAPTION>





                   GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                              Statements of Cash Flows
                For the Years Ended December 31, 1998, 1997, and 1996

                                           1998              1997              1996
                                       ------------      ------------      ------------
<S>                                    <C>               <C>               <C>      
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $  681,547        $  131,985        $1,214,233
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                         498,715           725,515         1,135,745
      Impairment provision                    -            1,617,006              -
      (Gain) loss on sale of
        oil and gas properties         (    21,281)      (   148,602)           84,561
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                  242,433           155,626       (    40,380)
      (Increase) decrease in
        accounts receivable -
        other                                  308       (       308)             -
      (Increase) decrease in
        deferred charge                (    66,810)           44,498            34,609
      Increase (decrease) in
        accounts payable                    22,389       (    11,104)      (    39,770)
      Increase (decrease) in
        gas imbalance payable          (     7,515)      (    38,379)           32,943
      Increase (decrease) in
        accrued liability                   24,940       (    28,491)      (     7,228)
                                         ---------         ---------         ---------

   Net cash provided by
      operating activities              $1,374,726        $2,447,746        $2,414,713
                                         ---------         ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   55,973)      ($   75,449)      ($    4,548)
   Proceeds from sale of oil
      and gas properties                    25,815           572,237           297,982
                                         ---------         ---------         ---------

   Net cash provided (used)
      by investing activities          ($   30,158)       $  496,788        $  293,434
                                         ---------         ---------         ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($1,654,244)      ($3,032,279)      ($2,658,937)
                                         ---------         ---------         ---------

</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>



   Net cash used by
      financing activities             ($1,654,244)      ($3,032,279)      ($2,658,937)
                                         ---------         ---------         ---------
<S>                                    <C>               <C>                <C>    
NET INCREASE (DECREASE) IN            
   CASH AND CASH EQUIVALENTS           ($  309,676)      ($   87,745)       $   49,210

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  522,371           610,116           560,906
                                         ---------         ---------         ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                     $  212,695        $  522,371        $  610,116
                                         =========         =========         =========

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


</TABLE>

                                      F-6
<PAGE>






                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-B, an Oklahoma limited  partnership,  at December
31, 1998 and 1997, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1998,  in  conformity  with
generally accepted  accounting  principles.  These financial  statements are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.





                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 13, 1999



                                      F-7
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                                Balance Sheets
                          December 31, 1998 and 1997

                                    ASSETS
                                    ------
                                                1998              1997
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  117,355        $  305,288
   Accounts receivable:
      Oil and gas sales                         164,818           307,724
      Other                                        -                  130
                                              ---------         ---------
         Total current assets                $  282,173        $  613,142

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             1,242,380         1,499,148

DEFERRED CHARGE                                 193,310           136,296
                                              ---------         ---------
                                             $1,717,863        $2,248,586
                                              =========         =========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                  -------------------------------------------

CURRENT LIABILITIES:
   Accounts payable                          $   21,658        $   19,432
   Gas imbalance payable                         18,422             6,676
                                              ---------         ---------

      Total current liabilities              $   40,080        $   26,108

ACCRUED LIABILITY                            $   41,436        $   28,494

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($   85,016)      ($   97,840)
   Limited Partners, issued and
      outstanding, 138,336 Units              1,721,363         2,291,824
                                              ---------         ---------
         Total Partners' capital             $1,636,347        $2,193,984
                                              ---------         ---------

                                             $1,717,863        $2,248,586
                                              =========         =========




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




                                      F-8
<PAGE>
<TABLE>
<CAPTION>





                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           Statements of Operations
             For the Years Ended December 31, 1998, 1997, and 1996

                                           1998             1997            1996
                                       ------------     ------------    -----------
<S>                                     <C>              <C>            <C>    
REVENUES:
   Oil and gas sales                    $1,201,418       $1,972,122      $2,113,507
   Interest income                           8,819           15,422          12,611
   (Gain) loss on sale of
      oil and gas properties                33,787           62,748     (    47,201)
                                         ---------        ---------       ---------
                                        $1,244,024       $2,050,292      $2,078,917

COSTS AND EXPENSES:
   Lease operating                      $  233,081       $  268,642      $  345,352
   Production tax                           97,026          150,575         152,139
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                       267,175          445,224         633,628
   Impairment provision                       -             738,122            -
   General and
      administrative                       163,659          163,739         171,467
                                         ---------        ---------       ---------
                                        $  760,941       $1,766,302      $1,302,586
                                         ---------        ---------       ---------

NET INCOME                              $  483,083       $  283,990      $  776,331
                                         =========        =========       =========
GENERAL PARTNER - NET
   INCOME                               $  108,544       $   60,762      $   63,531
                                         =========        =========       =========
LIMITED PARTNERS - NET
   INCOME                               $  374,539       $  223,228      $  712,800
                                         =========        =========       =========

NET INCOME per Unit                     $     2.71       $     1.61      $     5.15
                                         =========        =========       =========

UNITS OUTSTANDING                          138,336          138,336         138,336
                                         =========        =========       =========





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


</TABLE>



                                      F-9
<PAGE>





                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 1998, 1997, and 1996


                                   Limited        General
                                   Partners       Partner         Total
                                ------------    ----------    -------------

Balance, Dec. 31, 1995           $4,466,796     ($ 66,996)     $4,399,800
   Net income                       712,800        63,531         776,331
   Cash distributions           ( 1,403,000)    (  93,627)    ( 1,496,627)
                                  ---------       -------       ---------

Balance, Dec. 31, 1996           $3,776,596     ($ 97,092)     $3,679,504
   Net income                       223,228        60,762         283,990
   Cash distributions           ( 1,708,000)    (  61,510)    ( 1,769,510)
                                  ---------       -------       ---------

Balance, Dec. 31, 1997           $2,291,824     ($ 97,840)     $2,193,984
   Net income                       374,539       108,544         483,083
   Cash distributions           (   945,000)    (  95,720)    ( 1,040,720)
                                  ---------       -------       ---------

Balance, Dec. 31, 1998           $1,721,363     ($ 85,016)     $1,636,347
                                  =========       =======       =========

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


                                      F-10
<PAGE>
<TABLE>
<CAPTION>






                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                            Statements of Cash Flows
              For the Years Ended December 31, 1998, 1997, and 1996

                                           1998              1997              1996
                                       ------------      ------------      ------------
<S>                                    <C>               <C>               <C>    
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $  483,083        $  283,990        $  776,331
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                         267,175           445,224           633,628
      Impairment provision                    -              738,122              -
      (Gain) loss on sale of
        oil and gas properties         (    33,787)      (    62,748)           47,201
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                  142,906            89,246       (    23,294)
      (Increase )decrease in
        accounts receivable -
        other                                  130       (       130)             -
      (Increase) decrease in
        deferred charge                (    57,014)            8,523            24,270
      Increase (decrease) in
        accounts payable                     2,226       (     8,551)      (    21,399)
      Increase (decrease) in
        gas imbalance payable               11,746       (    20,059)           20,533
      Increase (decrease) in
        accrued liability                   12,942       (    10,196)      (     8,670)
                                         ---------         ---------         ---------

   Net cash provided by
      operating activities              $  829,407        $1,463,421        $1,448,600
                                         ---------         ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   11,667)      ($   43,739)      ($   21,881)
   Proceeds from sale of oil
      and gas properties                    35,047           278,513           134,926
                                         ---------         ---------         ---------

   Net cash provided
      by investing activities           $   23,380        $  234,774        $  113,045
                                         ---------         ---------         ---------

</TABLE>


                                      F-11
<PAGE>
<TABLE>
<CAPTION>



<S>                                    <C>               <C>               <C> 
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($1,040,720)      ($1,769,510)      ($1,496,627)
                                         ---------         ---------         ---------
   Net cash used by
      financing activities             ($1,040,720)      ($1,769,510)      ($1,496,627)
                                         ---------         ---------         ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS           ($  187,933)      ($   71,315)       $   65,018

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  305,288           376,603           311,585
                                         ---------         ---------         ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                     $  117,355        $  305,288        $  376,603
                                         =========         =========         =========

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


</TABLE>

                                      F-12
<PAGE>






                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-C, an Oklahoma limited  partnership,  at December
31, 1998 and 1997, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1998,  in  conformity  with
generally accepted  accounting  principles.  These financial  statements are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.



                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 13, 1999



                                      F-13
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                                Balance Sheets
                          December 31, 1998 and 1997

                                    ASSETS
                                    ------

                                                1998              1997
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  340,720        $  540,911
   Accounts receivable:
      Oil and gas sales                         380,975           497,683
      Other                                        -                   54
                                              ---------         ---------
         Total current assets                $  721,695        $1,038,648

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             2,779,845         3,442,631

DEFERRED CHARGE                                  70,849            86,649
                                              ---------         ---------
                                             $3,572,389        $4,567,928
                                              =========         =========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                  -------------------------------------------

CURRENT LIABILITIES:
   Accounts payable                          $   42,712        $   53,049
   Gas imbalance payable                         25,479            30,493
                                              ---------         ---------

      Total current liabilities              $   68,191        $   83,542

ACCRUED LIABILITY                            $  151,671        $  142,828

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  179,285)      ($  171,438)
   Limited Partners, issued and
      outstanding, 244,536 Units              3,531,812         4,512,996
                                              ---------         ---------
         Total Partners' capital             $3,352,527        $4,341,558
                                              ---------         ---------
                                             $3,572,389        $4,567,928
                                              =========         =========


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





                                      F-14
<PAGE>
<TABLE>
<CAPTION>





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996

                                           1998              1997             1996
                                       ------------      ------------     ------------
<S>                                     <C>               <C>              <C>    
REVENUES:
   Oil and gas sales                    $2,447,005        $3,071,851       $3,259,615
   Interest income                          19,716            19,900           16,964
   Gain on sale of
      oil and gas properties               459,040           163,836           79,865
                                         ---------         ---------        ---------
                                        $2,925,761        $3,255,587       $3,356,444
COSTS AND EXPENSES:
   Lease operating                      $  532,167        $  520,672       $  544,593
   Production tax                          179,871           228,430          236,522
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                       742,986           626,350          930,015
   Impairment provision                       -            1,696,417             -
   General and
      administrative                       288,053           293,309          293,709
                                         ---------         ---------        ---------
                                        $1,743,077        $3,365,178       $2,004,839
                                         ---------         ---------        ---------

NET INCOME (LOSS)                       $1,182,684       ($  109,591)      $1,351,605
                                         =========         =========        =========
GENERAL PARTNER - NET
   INCOME                               $   87,868        $   86,436       $  103,933
                                         =========         =========        =========

LIMITED PARTNERS - NET
   INCOME (LOSS)                        $1,094,816       ($  196,027)      $1,247,672
                                         =========         =========        =========

NET INCOME (LOSS)
  per Unit                              $     4.48       ($      .80)      $     5.10
                                         =========         =========        =========

UNITS OUTSTANDING                          244,536           244,536          244,536
                                         =========         =========        =========




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



</TABLE>


                                      F-15
<PAGE>





                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 1998, 1997, and 1996


                                 Limited          General
                                 Partners         Partner         Total
                              -------------     ----------    -------------

Balance, Dec. 31, 1995         $7,451,351       ($125,913)     $7,325,438
   Net income                   1,247,672         103,933       1,351,605
   Cash distributions         ( 1,775,000)      ( 121,761)    ( 1,896,761)
                                ---------         -------       ---------

Balance, Dec. 31, 1996         $6,924,023       ($143,741)     $6,780,282
   Net income (loss)          (   196,027)         86,436     (   109,591)
   Cash distributions         ( 2,215,000)      ( 114,133)    ( 2,329,133)
                               ----------         -------       ---------

Balance, Dec. 31, 1997         $4,512,996       ($171,438)     $4,341,558
   Net income                   1,094,816          87,868       1,182,684
   Cash distributions         ( 2,076,000)      (  95,715)    ( 2,171,715)
                                ---------         -------       ---------

Balance, Dec. 31, 1998         $3,531,812       ($179,285)     $3,352,527
                                =========         =======       =========

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



                                      F-16
<PAGE>
<TABLE>
<CAPTION>





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            Statements of Cash Flows
              For the Years Ended December 31, 1998, 1997, and 1996

                                              1998              1997           1996
                                          ------------      ------------   ------------
<S>                                       <C>               <C>            <C>    
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                       $1,182,684       ($  109,591)    $1,351,605
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                            742,986           626,350        930,015
      Impairment provision                       -            1,696,417           -
      Gain on sale of
        oil and gas properties            (   459,040)      (   163,836)   (    79,865)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                     116,708           130,014    (   166,004)
      (Increase) decrease in
        accounts receivable
        - General Partner                        -               40,940    (    40,940)
      (Increase) decrease in
        accounts receivable -
        other                                      54       (        54)          -
      (Increase) decrease in
        deferred charge                        15,800       (    10,635)   (     8,168)
      Decrease in
        accounts payable                  (    10,337)      (     4,308)   (    27,403)
      Increase (decrease) in
        gas imbalance payable             (     5,014)      (       256)         8,195
      Increase in
        accrued liability                       8,843             1,434          1,585
                                            ---------         ---------      ---------
   Net cash provided by
      operating activities                 $1,592,684        $2,206,475     $1,969,020
                                            ---------         ---------      ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                   ($  123,095)      ($  104,670)   ($   24,068)
   Proceeds from sale of oil
      and gas properties                      501,935           231,006        169,312
                                            ---------         ---------      ---------
   Net cash provided
      by investing activities              $  378,840        $  126,336     $  145,244
                                            ---------         ---------      ---------



</TABLE>
                                      F-17
<PAGE>
<TABLE>
<CAPTION>



<S>                                       <C>               <C>            <C>    
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                     ($2,171,715)      ($2,329,133)   ($1,896,761)
                                            ---------         ---------      ---------
   Net cash used by
      financing activities                ($2,171,715)      ($2,329,133)   ($1,896,761)
                                            ---------         ---------      ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS              ($  200,191)       $    3,678     $  217,503

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                     540,911           537,233        319,730
                                            ---------         ---------      ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                        $  340,720        $  540,911     $  537,233
                                            =========         =========      =========

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


</TABLE>

                                      F-18
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-D, an Oklahoma limited  partnership,  at December
31, 1998 and 1997, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1998,  in  conformity  with
generally accepted  accounting  principles.  These financial  statements are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.





                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 13, 1999



                                      F-19
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                                Balance Sheets
                          December 31, 1998 and 1997

                                    ASSETS
                                    ------

                                                 1998              1997
                                             ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $  172,776        $  298,964
   Accounts receivable:
      Oil and gas sales                          268,703           361,775
                                               ---------         ---------
         Total current assets                 $  441,479        $  660,739

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                              1,236,882         2,211,248

DEFERRED CHARGE                                    9,462            18,875
                                               ---------         ---------
                                              $1,687,823        $2,890,862
                                               =========         =========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                  -------------------------------------------

CURRENT LIABILITIES:
   Accounts payable                           $   55,996        $  114,286
   Gas imbalance payable                           4,454              -
                                               ---------         ---------

      Total current liabilities               $   60,450        $  114,286

ACCRUED LIABILITY                             $  182,639        $  201,934

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   73,501)      ($   62,091)
   Limited Partners, issued and
      outstanding, 131,008 Units               1,518,235         2,636,733
                                               ---------         ---------
         Total Partners' capital              $1,444,734        $2,574,642
                                               ---------         ---------
                                              $1,687,823        $2,890,862
                                               =========         =========





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





                                      F-20
<PAGE>
<TABLE>
<CAPTION>





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996

                                              1998             1997            1996
                                          ------------     ------------    ------------
<S>                                       <C>               <C>             <C>    
REVENUES:
   Oil and gas sales                       $1,789,571       $2,335,545      $2,336,708
   Interest income                              9,293           12,154           9,848
   Gain on sale of
      oil and gas properties                   59,491           25,425          37,737
                                            ---------        ---------       ---------
                                           $1,858,355       $2,373,124      $2,384,293
COSTS AND EXPENSES:
   Lease operating                         $  596,143       $  699,449      $  763,477
   Production tax                             122,513          167,611         165,193
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                          524,074          326,095         441,513
   Impairment provision                       506,636          932,243            -
   General and
      administrative                          155,025          157,983         158,883
                                            ---------        ---------       ---------
                                           $1,904,391       $2,283,381      $1,529,066
                                            ---------        ---------       ---------

NET INCOME (LOSS)                         ($   46,036)      $   89,743      $  855,227
                                            =========        =========       =========
GENERAL PARTNER - NET
   INCOME                                      38,462       $   54,213      $   59,929
                                            =========        =========       =========

LIMITED PARTNERS - NET
   INCOME (LOSS)                          ($   84,498)      $   35,530      $  795,298
                                            =========        =========       =========

NET INCOME (LOSS) per Unit                ($      .64)      $      .27      $     6.07
                                            =========        =========       =========

UNITS OUTSTANDING                             131,008          131,008         131,008
                                            =========        =========       =========





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



</TABLE>


                                      F-21
<PAGE>





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                    Statements of Partners' Capital (Deficit)
              For the Years Ended December 31, 1998, 1997, and 1996


                                Limited          General
                                Partners         Partner           Total
                              ------------      ---------      ------------

Balance, Dec. 31, 1995         $4,248,905       ($36,176)       $4,212,729
   Net income                     795,298         59,929           855,227
   Cash distributions         ( 1,091,000)      ( 73,967)      ( 1,164,967)
                                ---------         ------         ---------

Balance, Dec. 31, 1996         $3,953,203       ($50,214)       $3,902,989
   Net income                      35,530         54,213            89,743
   Cash distributions         ( 1,352,000)      ( 66,090)      ( 1,418,090)
                                ---------         ------         ---------

Balance, Dec. 31, 1997         $2,636,733       ($62,091)       $2,574,642
   Net income (loss)          (    84,498)        38,462       (    46,036)
   Cash distributions         ( 1,034,000)      ( 49,872)      ( 1,083,872)
                                ---------         ------         ---------

Balance, Dec. 31, 1998         $1,518,235       ( 73,501)       $1,444,734
                                =========         ======         =========

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



                                      F-22
<PAGE>
<TABLE>
<CAPTION>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            Statements of Cash Flows
              For the Years Ended December 31, 1998, 1997, and 1996

                                             1998             1997             1996
                                         ------------     ------------     ------------
<S>                                      <C>              <C>              <C>   
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                     ($   46,036)      $   89,743       $  855,227
   Adjustments to reconcile
      net income (loss) to net
      cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                           524,074          326,095          441,513
      Impairment provision                   506,636          932,243             -
      Gain on sale of oil
       and gas properties                (    59,491)     (    25,425)     (    37,737)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                     93,072           63,537      (    60,304)
      Decrease in
        deferred charge                        9,413            7,264           15,439
      Increase (decrease) in
        accounts payable                 (    58,290)           2,065           45,023
      Increase (decrease) in
        gas imbalance payable                  4,454      (     5,694)     (     3,743)
      Increase (decrease) in
        accrued liability                (    19,295)     (    18,352)          45,753
                                           ---------        ---------        ---------
   Net cash provided by
      operating activities                $  954,537       $1,371,476       $1,301,171
                                           ---------        ---------        ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                  ($   64,034)     ($      579)     ($   24,953)
   Proceeds from sale of oil
      and gas properties                      67,181           26,912           38,599
                                           ---------        ---------        ---------

   Net cash provided
      by investing activities             $    3,147       $   26,333       $   13,646
                                           ---------        ---------        ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                    ($1,083,872)     ($1,418,090)     ($1,164,967)
                                           ---------        ---------        ---------
   Net cash used by
      financing activities               ($1,083,872)     ($1,418,090)     ($1,164,967)
                                           ---------        ---------        ---------


</TABLE>

                                      F-23
<PAGE>
<TABLE>
<CAPTION>



<S>                                      <C>              <C>               <C>    
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS             ($  126,188)     ($   20,281)      $  149,850

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                    298,964          319,245          169,395
                                           ---------        ---------        ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                       $  172,776       $  298,964       $  319,245
                                           =========        =========        =========

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

</TABLE>


                                      F-24
<PAGE>





                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-E, an Oklahoma limited  partnership,  at December
31, 1998 and 1997, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1998,  in  conformity  with
generally accepted  accounting  principles.  These financial  statements are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.





                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 13, 1999



                                      F-25
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                Balance Sheets
                          December 31, 1998 and 1997

                                    ASSETS
                                    ------

                                                1998              1997
                                            -------------     -------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  483,197        $ 1,114,574
   Accounts receivable:
      Oil and gas sales                         820,078          1,361,797
                                              ----------        ----------
         Total current assets                $1,303,275        $ 2,476,371

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             3,190,480          8,716,929

DEFERRED CHARGE                                 127,657            204,087
                                              ---------         ----------
                                             $4,621,412        $11,397,387
                                              =========         ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                  -------------------------------------------

CURRENT LIABILITIES:
   Accounts payable                          $  302,889        $   693,518
   Gas imbalance payable                        178,518            142,749
                                              ----------        ----------
      Total current liabilities              $  481,407        $   836,267

ACCRUED LIABILITY                            $  298,486        $   320,943

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  275,783)      ($   209,050)
   Limited Partners, issued and
      outstanding, 418,266 Units              4,117,302         10,449,227
                                              ---------         ----------
         Total Partners' capital             $3,841,519        $10,240,177
                                              ---------         ----------
                                             $4,621,412        $11,397,387
                                              =========         ==========





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





                                      F-26
<PAGE>
<TABLE>
<CAPTION>





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                            Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996

                                           1998             1997              1996
                                       ------------     -------------     -------------
<S>                                    <C>              <C>                <C>    
REVENUES:
   Oil and gas sales                    $6,400,589       $9,041,809        $9,030,115
   Interest income                          41,408           44,879            36,750
   Gain (loss) on sale of
      oil and gas properties                36,219      (    39,835)           58,579
                                         ---------        ---------         ---------
                                        $6,478,216       $9,046,853        $9,125,444

COSTS AND EXPENSES:
   Lease operating                      $3,253,691       $3,867,517        $3,785,813
   Production tax                          441,483          645,699           632,451
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                     1,984,334        1,198,598         1,737,844
   Impairment provision                  3,503,400        2,893,438              -
   General and
      administrative                       498,977          502,466           502,626
                                         ---------        ---------         ---------
                                        $9,681,885       $9,107,718        $6,658,734
                                         ---------        ---------         ---------

NET INCOME (LOSS)                      ($3,203,669)     ($   60,865)       $2,466,710
                                         =========        =========         =========
GENERAL PARTNER - NET
   INCOME                               $   57,256       $  158,394        $  191,012
                                         =========        =========         =========
LIMITED PARTNERS - NET
   INCOME (LOSS)                       ($3,260,925)     ($  219,259)       $2,275,698
                                         =========        =========         =========

NET INCOME (LOSS)
  per Unit                             ($     7.80)     ($      .52)       $     5.44
                                         =========        =========         =========

UNITS OUTSTANDING                          418,266          418,266           418,266
                                         =========        =========         =========




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


</TABLE>



                                      F-27
<PAGE>





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                    Statements of Partners' Capital (Deficit)
              For the Years Ended December 31, 1998, 1997, and 1996


                                  Limited         General
                                  Partners        Partner         Total
                               -------------    ----------    -------------

Balance, Dec. 31, 1995          $16,319,788     ($127,750)     $16,192,038
   Net income                     2,275,698       191,012        2,466,710
   Cash distributions          (  3,624,000)    ( 251,209)    (  3,875,209)
                                 ----------       -------      -----------

Balance, Dec. 31, 1996          $14,971,486     ($187,947)     $14,783,539
   Net income (loss)           (    219,259)      158,394     (     60,865)
   Cash distributions          (  4,303,000)    ( 179,497)    (  4,482,497)
                                 ----------       -------       ----------

Balance, Dec. 31, 1997          $10,449,227     ($209,050)     $10,240,177
   Net income (loss)           (  3,260,925)       57,256     (  3,203,669)
   Cash distributions          (  3,071,000)    ( 123,989)    (  3,194,989)
                                 ----------       -------       ----------

Balance, Dec. 31, 1998          $ 4,117,302     ($275,783)     $ 3,841,519
                                 ==========       =======       ==========

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



                                      F-28
<PAGE>
<TABLE>
<CAPTION>





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                            Statements of Cash Flows
              For the Years Ended December 31, 1998, 1997, and 1996

                                             1998              1997            1996
                                         ------------      ------------    ------------
<S>                                      <C>               <C>             <C>    
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                     ($3,203,669)      ($   60,865)     $2,466,710
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                         1,984,334         1,198,598       1,737,844
      Impairment provision                 3,503,400         2,893,438            -
      (Gain) loss on sale of
        oil and gas properties           (    36,219)           39,835     (    58,579)
      Decrease in
        accounts receivable -
        oil and gas sales                    541,719           192,951          19,717
      Decrease in deferred charge             76,430            94,271          53,411
      Increase (decrease) in
        accounts payable                 (   390,629)           70,431         234,315
      Increase (decrease) in
        gas imbalance payable                 35,769       (    13,748)         36,225
      Decrease in accrued
        liability                        (    22,457)      (    34,292)    (    56,949)
                                           ---------         ---------       ---------

   Net cash provided by
      operating activities                $2,488,678        $4,380,619      $4,432,694
                                           ---------         ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                  ($    2,926)      ($   65,616)    ($   37,987)
   Proceeds from sale of oil
      and gas properties                      77,860            38,925          58,595
                                           ---------         ---------       ---------
   Net cash provided (used)
      by investing activities             $   74,934       ($   26,691)     $   20,608
                                           ---------         ---------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                    ($3,194,989)      ($4,482,497)    ($3,875,209)
                                           ---------         ---------       ---------
   Net cash used by
      financing activities               ($3,194,989)      ($4,482,497)    ($3,875,209)
                                           ---------         ---------       ---------

</TABLE>


                                      F-29
<PAGE>
<TABLE>
<CAPTION>



<S>                                      <C>               <C>              <C>    
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS             ($  631,377)      ($  128,569)     $  578,093

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  1,114,574         1,243,143         665,050
                                           ---------         ---------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                       $  483,197        $1,114,574      $1,243,143
                                           =========         =========       =========

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

</TABLE>


                                      F-30
<PAGE>





                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-F, an Oklahoma limited  partnership,  at December
31, 1998 and 1997, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1998,  in  conformity  with
generally accepted  accounting  principles.  These financial  statements are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.





                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 13, 1999



                                      F-31
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                Balance Sheets
                          December 31, 1998 and 1997

                                    ASSETS
                                    ------
                                                1998              1997
                                            ------------      -------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  316,761        $  541,382
   Accounts receivable:
      Oil and gas sales                         279,590           472,746
      Other                                       9,631             9,631
                                              ---------         ---------
         Total current assets                $  605,982        $1,023,759

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             2,848,735         3,604,665

DEFERRED CHARGE                                  79,097           124,393
                                              ---------         ---------
                                             $3,533,814        $4,752,817
                                              =========         =========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                  -------------------------------------------

CURRENT LIABILITIES:
   Accounts payable                          $  133,841        $  165,963
   Gas imbalance payable                        123,641           119,864
                                              ---------         ---------

      Total current liabilities              $  257,482        $  285,827

ACCRUED LIABILITY                            $  171,735        $  159,275

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  164,221)      ($  146,427)
   Limited Partners, issued and
      outstanding, 221,484 Units              3,268,818         4,454,142
                                              ---------         ---------
         Total Partners' capital             $3,104,597        $4,307,715
                                              ---------         ---------

                                             $3,533,814        $4,752,817
                                              =========         =========




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





                                      F-32
<PAGE>
<TABLE>
<CAPTION>





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                            Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996

                                           1998             1997              1996
                                       ------------     -------------     -------------
<S>                                    <C>              <C>                <C>   
REVENUES:
   Oil and gas sales                    $2,149,193       $2,991,450        $3,094,738
   Interest income                          20,060           21,251            14,160
   Gain (loss) on sale of
      oil and gas properties                22,073      (    14,411)           81,481
                                         ---------        ---------         ---------
                                        $2,191,326       $2,998,290        $3,190,379

COSTS AND EXPENSES:
   Lease operating                      $1,036,153       $1,166,776        $1,075,305
   Production tax                          149,314          166,155           162,302
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                       721,443          755,802         1,130,451
   Impairment provision                       -           2,884,405              -
   General and
      administrative                       260,699          265,786           266,544
                                         ---------        ---------         ---------
                                        $2,167,609       $5,238,924        $2,634,602
                                         ---------        ---------         ---------

NET INCOME (LOSS)                       $   23,717      ($2,240,634)       $  555,777
                                         =========        =========         =========
GENERAL PARTNER - NET
   INCOME                               $   29,041       $   32,514        $   72,299
                                         =========        =========         =========
LIMITED PARTNERS - NET
   INCOME (LOSS)                       ($    5,324)     ($2,273,148)       $  483,478
                                         =========        =========         =========

NET INCOME (LOSS)
  per Unit                             ($      .02)     ($    10.26)       $     2.18
                                         =========        =========         =========

UNITS OUTSTANDING                          221,484          221,484           221,484
                                         =========        =========         =========




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



</TABLE>


                                      F-33
<PAGE>





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                    Statements of Partners' Capital (Deficit)
              For the Years Ended December 31, 1998, 1997, and 1996


                                Limited          General
                                Partners         Partner          Total
                             -------------     ----------     -------------

Balance, Dec. 31, 1995        $8,986,812       ($ 70,576)      $8,916,236
   Net income                    483,478          72,299          555,777
   Cash distributions        ( 1,160,000)      (  99,246)     ( 1,259,246)
                               ---------         -------        ---------

Balance, Dec. 31, 1996        $8,310,290       ($ 97,523)      $8,212,767
   Net income (loss)         ( 2,273,148)         32,514      ( 2,240,634)
   Cash distributions        ( 1,583,000)      (  81,418)     ( 1,664,418)
                               ---------         -------        ---------

Balance, Dec. 31, 1997        $4,454,142       ($146,427)      $4,307,715
   Net income (loss)         (     5,324)         29,041           23,717
   Cash distributions        ( 1,180,000)      (  46,835)     ( 1,226,835)
                               ---------         -------        ---------

Balance, Dec. 31, 1998        $3,268,818       ($164,221)      $3,104,597
                               =========         =======        =========

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



                                      F-34
<PAGE>
<TABLE>
<CAPTION>






                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                            Statements of Cash Flows
              For the Years Ended December 31, 1998, 1997, and 1996

                                              1998             1997            1996
                                          ------------     ------------    ------------
<S>                                       <C>              <C>             <C>   
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                       $   23,717      ($2,240,634)     $  555,777
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                            721,443          755,802       1,130,451
      Impairment provision                       -           2,884,405            -
      (Gain) loss on sale of
        oil and gas properties            (    22,073)          14,411     (    81,481)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                     193,156          188,469     (   247,966)
      Increase in accounts
        receivable - other                       -         (     9,631)           -
      Decrease in
        deferred charge                        45,296           35,060          77,816
      Increase (decrease) in
        accounts payable                  (    32,122)     (     2,353)          5,027
      Increase in gas imbalance
        Payable                                 3,777           10,820          11,811
      Increase (decrease) in
        accrued liability                      12,460           16,589     (   118,725)
                                            ---------        ---------       ---------

   Net cash provided by
      operating activities                 $  945,654       $1,652,938      $1,332,710
                                            ---------        ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                    $     -         ($   34,952)    ($   12,107)
   Proceeds from sale of oil
      and gas properties                       56,560           83,156         118,685
                                            ---------        ---------       ---------

   Net cash provided
      by investing activities              $   56,560       $   48,204      $  106,578
                                            ---------        ---------       ---------


</TABLE>


                                      F-35
<PAGE>
<TABLE>
<CAPTION>



<S>                                       <C>              <C>             <C>   
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                     ($1,226,835)     ($1,664,418)    ($1,259,246)
                                            ---------        ---------       ---------
   Net cash used by
      financing activities                ($1,226,835)     ($1,664,418)    ($1,259,246)
                                            ---------        ---------       ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS              ($  224,621)      $   36,724      $  180,042

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                     541,382          504,658         324,616
                                            ---------        ---------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                        $  316,761       $  541,382      $  504,658
                                            =========        =========       =========

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

</TABLE>


                                      F-36
<PAGE>






                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-G, an Oklahoma limited  partnership,  at December
31, 1998 and 1997, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1998,  in  conformity  with
generally accepted  accounting  principles.  These financial  statements are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.





                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 13, 1999



                                      F-37
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                                Balance Sheets
                          December 31, 1998 and 1997

                                    ASSETS
                                    ------
                                                1998              1997
                                            ------------      -------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  169,558        $  351,163
   Accounts receivable:
      Oil and gas sales                         163,801           285,689
      General Partner                              -               13,140
      Other                                       6,369             6,369
                                              ---------         ---------
         Total current assets                $  339,728        $  656,361

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             1,427,362         2,141,289

DEFERRED CHARGE                                  50,380            75,406
                                              ---------         ---------
                                             $1,817,470        $2,873,056
                                              =========         =========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                  -------------------------------------------

CURRENT LIABILITIES:
   Accounts payable                          $   73,835        $  101,925
   Gas imbalance payable                         60,315            59,607
                                              ---------         ---------

      Total current liabilities              $  134,150        $  161,532

ACCRUED LIABILITY                            $  111,221        $   89,310

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($   99,974)      ($   85,608)
   Limited Partners, issued and
      outstanding, 121,925 Units              1,672,073         2,707,822
                                              ---------         ---------
         Total Partners' capital             $1,572,099        $2,622,214
                                              ---------         ---------

                                             $1,817,470        $2,873,056
                                              =========         =========



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




                                      F-38
<PAGE>
<TABLE>
<CAPTION>





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                            Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996

                                           1998              1997             1996
                                       ------------      ------------     ------------
<S>                                     <C>               <C>              <C>    
REVENUES:
   Oil and gas sales                    $1,272,575        $1,845,264       $1,962,555
   Interest income                          11,090            14,201            8,144
   Gain on sale of oil
      and gas properties                    19,340             4,685           61,146
                                         ---------         ---------        ---------
                                        $1,303,005        $1,864,150       $2,031,845

COSTS AND EXPENSES:
   Lease operating                      $  660,066        $  755,242       $  703,303
   Production tax                           84,377            99,431          101,107
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                       400,340           425,649          653,459
   Impairment provision                    310,413         1,551,780             -
   General and
      administrative                       143,465           146,341          146,827
                                         ---------         ---------        ---------
                                        $1,598,661        $2,978,443       $1,604,696
                                         ---------         ---------        ---------

NET INCOME (LOSS)                      ($  295,656)      ($1,114,293)      $  427,149
                                         =========         =========        =========
GENERAL PARTNER - NET
   INCOME                               $   13,093        $   22,672       $   47,089
                                         =========         =========        =========
LIMITED PARTNERS - NET
   INCOME (LOSS)                       ($  308,749)      ($1,136,965)      $  380,060
                                         =========         =========        =========

NET INCOME (LOSS)
  per Unit                             ($     2.53)      ($     9.33)      $     3.12
                                         =========         =========        =========

UNITS OUTSTANDING                          121,925           121,925          121,925
                                         =========         =========        =========




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



</TABLE>


                                      F-39
<PAGE>





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                    Statements of Partners' Capital (Deficit)
              For the Years Ended December 31, 1998, 1997, and 1996


                                 Limited          General
                                 Partners         Partner          Total
                              -------------     ----------     ------------

Balance, Dec. 31, 1995         $5,136,727       ($26,964)       $5,109,763
   Net income                     380,060         47,089           427,149
   Cash distributions         (   721,000)      ( 78,794)      (   799,794)
                                ---------         ------         ---------

Balance, Dec. 31, 1996         $4,795,787       ($58,669)       $4,737,118
   Net income (loss)          ( 1,136,965)        22,672       ( 1,114,293)
   Cash distributions         (   951,000)      ( 49,611)      ( 1,000,611)
                                ---------         ------         ---------

Balance, Dec. 31, 1997         $2,707,822       ($85,608)       $2,622,214
   Net income (loss)          (   308,749)        13,093       (   295,656)
   Cash distributions         (   727,000)      ( 27,459)      (   754,459)
                                ---------         ------         ---------

Balance, Dec. 31, 1998         $1,672,073       ($99,974)       $1,572,099
                                =========         ======         =========

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



                                      F-40
<PAGE>
<TABLE>
<CAPTION>





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                            Statements of Cash Flows
              For the Years Ended December 31, 1998, 1997, and 1996
   
                                              1998            1997             1996
                                          ------------      ----------     ------------
<S>                                       <C>               <C>             <C>   
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                      ($295,656)        ($1,114,293)    $427,149
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                          400,340             425,649      653,459
      Impairment provision                  310,413           1,551,780         -
      Gain on sale of oil and
       gas properties                     (  19,340)        (     4,685)   (  61,146)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                   121,888             122,426    ( 149,791)
      (Increase) decrease in
        accounts receivable -
        General Partner                      13,140         (    13,140)        -
      Increase in accounts
        receivable - other                     -            (     6,369)        -
      Decrease in
        deferred charge                      25,026              27,369       45,459
      Increase (decrease) in
        accounts payable                  (  28,090)              2,385    (      38)
      Increase in gas imbalance
        Payable                                 708               5,388        5,619
      Increase (decrease) in
        accrued liability                    21,911               2,457    (  70,481)
                                            -------           ---------      -------

   Net cash provided by
      operating activities                 $550,340          $  998,967     $850,230
                                            -------           ---------      -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                   ($ 11,316)        ($   28,338)   ($ 19,668)
   Proceeds from sale of oil
      and gas properties                     33,830              65,190       96,713
                                            -------           ---------      -------

   Net cash provided
      by investing activities              $ 22,514          $   36,852     $ 77,045
                                            -------           ---------      -------


</TABLE>


                                      F-41
<PAGE>
<TABLE>
<CAPTION>



<S>                                       <C>               <C>            <C>   
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                     ($754,459)        ($1,000,611)   ($799,794)
                                            -------           ---------      -------
   Net cash used by
      financing activities                ($754,459)        ($1,000,611)   ($799,794)
                                            -------           ---------      -------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS              ($181,605)         $   35,208     $127,481

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                   351,163             315,955      188,474
                                            -------           ---------      -------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                        $169,558          $  351,163     $315,955
                                            =======           =========      =======

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


</TABLE>

                                      F-42
<PAGE>






            GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                         Notes to Financial Statements
             For the Years Ended December 31, 1998, 1997, and 1996


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

      The Geodyne Energy Income Limited  Partnerships (the  "Partnerships") were
formed  pursuant  to a public  offering  of  depositary  units  ("Units").  Upon
formation,  investors became limited partners (the "Limited  Partners") and held
Units  issued  by  each  Partnership.  Geodyne  Resources,  Inc.  (the  "General
Partner") is the general  partner of each  Partnership.  Limited Partner capital
contributions   were  invested  in  producing  oil  and  gas   properties.   The
Partnerships  were activated on the following  dates with the following  Limited
Partner capital contributions.

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

               III-A         November 21, 1989          $26,397,600
               III-B         January 24, 1990            13,833,600
               III-C         February 27, 1990           24,453,600
               III-D         September 5, 1990           13,100,800
               III-E         December 26, 1990           41,826,600
               III-F         March 7, 1991               22,148,400
               III-G         September 20, 1991          12,192,500


      Pursuant to the terms of the partnership  agreements for the Partnerships,
the Partnerships will terminate on the following dates:

                  Partnerships      Termination Date
                  ------------      -----------------

                    III-A           November 28, 1999
                    III-B           January 24, 2000
                    III-C           February 28, 2000
                    III-D           September 5, 2000
                    III-E           December 26, 2000
                    III-F           March 7, 2001
                    III-G           September 20, 2001

However,  the General Partner may extend the term of each  Partnership for up to
five periods of two years each.  As of the date of these  financial  statements,
the General  Partner intends to extend the term of the III-A,  III-B,  and III-C
Partnerships for the first two-year extension period, but has not determined



                                      F-43
<PAGE>



whether it intends to (i) further extend the term of such  Partnerships  or (ii)
extend the term of any other Partnership.

      An affiliate of the General  Partner owned the following Units at December
31, 1998:

                                  Number of           Percent of
            Partnership          Units Owned          Outstanding
            -----------          -----------          -----------

               III-A               31,866               12.1%
               III-B               18,756               13.6%
               III-C               34,205               14.0%
               III-D               21,975               16.8%
               III-E               65,290               15.6%
               III-F               37,305               16.8%
               III-G               18,142               14.9%

      The  Partnerships'  sole business is the development and production of oil
and gas.  Substantially  all of the  Partnerships'  gas  reserves are being sold
regionally  on the "spot  market." Due to the highly  competitive  nature of the
spot market, prices on the spot market are subject to wide seasonal and regional
pricing  fluctuations.  In addition,  such spot market sales are generally short
term in nature and are dependent upon the obtaining of  transportation  services
provided  by  pipelines.   The   Partnerships'  oil  is  sold  at  or  near  the
Partnerships'   wells  under   short-term   purchase   contracts  at  prevailing
arrangements  which are customary in the oil industry.  The prices  received for
the  Partnerships'  oil  and gas  are  subject  to  influences  such  as  global
consumption  and  supply  trends.  In  1998,  the  price  of  oil  decreased  to
historically  low levels.  If the price of oil remains  low, or if it  decreases
further,  there  may be a  significant  impact  on the  Partnerships'  near-term
results of operations and cash flows.

      Allocation of Costs and Revenues

      The  terms  of  each  Partnership's  Limited  Partnership  Agreement  (the
"Partnership  Agreement") allocate costs and income between the Limited Partners
and the General Partner as follows:



                                      F-44
<PAGE>





                                Before Payout (1)        After Payout(1)
                                --------------------    --------------------
                                General     Limited     General     Limited
                                Partner     Partners    Partner     Partners
                                --------    --------    --------    --------
        Costs(2)
------------------------
Sales commissions, pay-
   ment for organization
   and offering costs
   and management fee              1%          99%          -           -
Property acquisition
   costs                           1%          99%          1%         99%
Identified development
   drilling                        1%          99%          1%         99%
Development drilling(2)            5%          95%         15%         85%
General and administra-
   tive costs, direct
   administrative costs
   and operating costs(2)          5%          95%         15%         85%

        Income(2)
------------------------
Temporary investments of
   Limited Partners'
   subscriptions                   1%          99%          1%         99%
Income from oil and gas
   production(2)                   5%          95%         15%         85%
Gain on sale of
   producing properties(2)         5%          95%         15%         85%
All other income(2)                5%          95%         15%         85%

----------
(1)   Payout occurs when total  distributions  to Limited  Partners  equal total
      original Limited Partner subscriptions.
(2)   If, at payout,  the Limited  Partners  have received  distributions  at an
      annual rate less than 12% of their subscriptions, the percentage of income
      and costs  allocated to the General  Partner will increase to only 10% and
      the  Limited   Partners  will  be  allocated  90%.   Thereafter,   if  the
      distribution to Limited Partners reaches an average annual rate of 12% the
      allocation  will  change  to 15% to the  General  Partner  and  85% to the
      Limited Partners.

      The III-B  Partnership  achieved  payout during the first quarter of 1998.
Beginning with the first quarter of 1998,  operations for the III-B  Partnership
were allocated using the after payout percentages.

      Cash and Cash Equivalents



                                      F-45
<PAGE>



      The Partnerships consider all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Cash equivalents are
not insured, which cause the Partnerships to be subject to risk.

      Credit Risks

      Accrued  oil and gas sales  which  are due from a  variety  of oil and gas
purchasers  subject the  Partnerships to a concentration of credit risk. Some of
these purchasers are discussed in Note 3 - Major Customers.

      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. Leasehold impairment of unproved properties 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  units-of-production
method.   The  Partnerships'   calculation  of  depreciation,   depletion,   and
amortization  includes  estimated  dismantlement  and abandonment  costs, net of
estimated salvage values.  The depreciation,  depletion,  and amortization rates
per equivalent  barrel of oil produced during the years ended December 31, 1998,
1997, and 1996 were as follows:

            Partnership       1998        1997        1996
            -----------       -----       -----       -----

               III-A          $3.15       $3.42       $4.40
               III-B           2.86        3.60        4.37
               III-C           3.44        2.92        3.68
               III-D           3.20        2.05        2.63
               III-E           3.59        2.00        2.96
               III-F           3.89        3.51        4.95
               III-G           3.68        3.25        4.76


                                      F-46
<PAGE>



               


      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.

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their proved oil and gas properties at the field level. If the unamortized costs
of oil and gas properties within a field exceed the expected undiscounted future
cash flows from such  properties,  the cost of the properties is written down to
fair value,  which is determined by using the discounted  future cash flows from
the  properties.  During 1998,  1997,and  1996,  the  Partnerships  recorded the
following non-cash charges against earnings (impairment provisions):

            Partnership          1998             1997            1996
            -----------       ----------       ----------         ----

               III-A          $     -          $  184,644         $ -
               III-B                -              77,653           -
               III-C                -             234,271           -
               III-D             506,636          485,820           -
               III-E           3,503,400        2,042,775           -
               III-F                -           2,078,019           -
               III-G             310,413        1,113,114           -

The risk that the  Partnerships  will be required to record  similar  impairment
provisions in the future increases as oil and gas prices decrease.

      In  addition,   during  1997  the  General  Partner  determined  that  the
Partnerships' unproved properties would be uneconomic to develop and, therefore,
of little or no value.  This  determination  was based on an  evaluation  by the
General  Partner that it was unlikely that these  unproved  properties  would be
developed  due to low oil and  gas  prices  and  provisions  in the  Partnership
Agreements which limit the level of permissible  drilling activity.  As a result
of this  determination,  the Partnership  recorded the following noncash charges
against  earnings at March 31, 1997 in order to reflect the  writing-off  of the
Partnerships' unproved properties:



                                      F-47
<PAGE>




                        Partnerships        Amount
                        -----------       ----------

                          III-A           $1,432,362
                          III-B              660,469
                          III-C            1,462,146
                          III-D              446,423
                          III-E              850,663
                          III-F              806,386
                          III-G              438,666


      Deferred Charge

      Deferred Charge  represents  costs deferred for lease  operating  expenses
incurred  in  connection  with the  Partnerships'  underproduced  gas  imbalance
positions.  The rate used in calculating  the deferred  charge is the average of
the annual  production costs per Mcf. At December 31, 1998 and 1997,  cumulative
total gas sales volumes for underproduced wells were less than the Partnerships'
pro-rata  share  of total  gas  production  from  these  wells by the  following
amounts:

                                1998                       1997
                        --------------------       --------------------
      Partnership         Mcf        Amount          Mcf        Amount
      -----------       -------     --------       -------     --------

         III-A          435,225     $266,532       469,603     $199,722
         III-B          247,738      193,310       261,654      136,296
         III-C          161,424       70,849       188,244       86,649
         III-D           11,977        9,462        20,653       18,875
         III-E           78,791      127,657       129,793      204,087
         III-F           63,675       79,097       101,297      124,393
         III-G           34,495       50,380        53,170       75,406


      Accrued Liability

      Accrued liability  represents charges accrued for lease operating expenses
incurred  in  connection  with  the  Partnerships'  overproduced  gas  imbalance
positions.  The rate used in calculating the accrued liability is the average of
the annual  production costs per Mcf. At December 31, 1998 and 1997,  cumulative
total gas sales  volumes  for  overproduced  wells  exceeded  the  Partnerships'
pro-rata  share  of total  gas  production  from  these  wells by the  following
amounts:



                                      F-48
<PAGE>




                               1998                       1997
                        --------------------       --------------------
   Partnership            Mcf        Amount          Mcf        Amount
   -----------          -------     --------       -------     --------

      III-A             125,481     $ 76,845       122,044     $ 51,905
      III-B              53,103       41,436        54,702       28,494
      III-C             345,570      151,671       310,293      142,828
      III-D             231,188      182,639       220,959      201,934
      III-E             184,228      298,486       204,110      320,943
      III-F             138,251      171,735       129,703      159,275
      III-G              76,153      111,221        62,974       89,310


      Oil and Gas Sales and Gas Imbalance Payable

      The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships'  wells under short-term purchase
contracts  at  prevailing  prices  in  accordance  with  arrangements  which are
customary  in  the  oil  and  gas  industry.  Sales  of  gas  applicable  to the
Partnerships'  interest in producing  oil and gas leases are recorded as revenue
when  the gas is  metered  and  title  transferred  pursuant  to the  gas  sales
contracts covering the Partnerships' interest in gas reserves. During such times
as a  Partnership's  sales of gas exceed its pro rata ownership in a well,  such
sales are recorded as revenue unless total sales from the well have exceeded the
Partnership's share of estimated total gas reserves underlying the property,  at
which time such  excess is recorded  as a  liability.  The rates per Mcf used to
calculate  this  liability are based on the average gas prices  received for the
volumes at the time the  overproduction  occurred.  This also  approximates  the
price for which the  Partnerships  are  currently  settling this  liability.  At
December  31,  1998 and 1997 total sales  exceeded  the  Partnerships'  share of
estimated total gas reserves as follows:

                                1998                      1997
                        --------------------       --------------------
   Partnership            Mcf        Amount          Mcf        Amount
   -----------          -------     --------       -------     --------

      III-A              20,602     $ 30,903        25,612     $ 38,418
      III-B              12,281       18,422         4,451        6,676
      III-C              16,986       25,479        20,329       30,493
      III-D               2,969        4,454          -            -
      III-E             119,012      178,518        95,166      142,749
      III-F              82,427      123,641        79,909      119,864
      III-G              40,210       60,315        39,738       59,607

These  amounts were recorded as gas  imbalance  payables in accordance  with the
sales  method.  These gas  imbalance  payables  will be  settled  by either  gas
production by the underproduced



                                      F-49
<PAGE>



party in excess of the current  estimates  of total gas reserves for the well or
by a negotiated or contractual payment to the underproduced party.


      General and Administrative Overhead

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs  incurred  and  attributable  to the  conduct  of the
business affairs and operations of the Partnerships.


      Use of Estimates in Financial Statements

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates. Further, the
deferred  charge,  the gas  imbalance  payable,  and the accrued  liability  all
involve  estimates  which  could  materially  differ  from  the  actual  amounts
ultimately realized or incurred in the near term. Oil and gas reserves (see Note
4) also involve  significant  estimates which could  materially  differ from the
actual amounts ultimately realized.


      Income Taxes

      Income or loss for income tax  purposes  is  includable  in the income tax
returns of the partners.  Accordingly,  no recognition  has been given to income
taxes in these financial statements.


2.    TRANSACTIONS WITH RELATED PARTIES

      The  Partnerships  reimburse  the  General  Partner  for the  general  and
administrative  overhead applicable to the Partnerships,  based on an allocation
of actual costs  incurred by the General  Partner.  When actual  costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and affiliates.  The General Partner believes this allocation
method is reasonable.  Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged to the Partnerships  have not fluctuated due to the expense  limitations
imposed by the  Partnership  Agreement.  The  following is a summary of payments
made to the General  Partner or its affiliates by the  Partnerships  for general
and



                                      F-50
<PAGE>



administrative  overhead costs for the years ended December 31, 1998,  1997, and
1996:

            Partnership         1998           1997           1996
            -----------       --------       --------       --------

               III-A          $277,872       $277,872       $277,872
               III-B           145,620        145,620        145,620
               III-C           257,412        257,412        257,412
               III-D           137,904        137,904        137,904
               III-E           440,280        440,280        440,280
               III-F           233,136        233,136        233,136
               III-G           128,340        128,340        128,340


      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 these activities,  together with
any compressor rentals, consulting, or other services provided. Such charges are
comparable  to third  party  charges in the area where the wells are located and
are the same as charged to other working interest owners in the wells.


3.    MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten  percent or more of each  Partnership's  combined  oil and gas sales  during
1998, 1997, and 1996:

   Partnership              Purchaser                       Percentage
   -----------      ------------------------       --------------------------
                                                   1998       1997      1996
                                                   -----      -----     -----

      III-A         El Paso Energy Marketing
                      Company ("El Paso")          33.9%      47.2%     59.2%
                    Valero Industrial Gas
                      L.P. ("Valero")              30.8%      14.4%       - %
                    Phibro Energy, Inc.
                      ("Phibro")                   17.0%        - %       - %
                    Mesa Operating Ltd.
                      Partnership ("Mesa")           -  %       - %     19.4%

      III-B         El Paso                        26.7%      37.9%     47.9%
                    Valero                         23.9%      11.4%       - %
                    Phibro                         18.7%      12.7%       - %
                    Sun Refining & Marketing
                      Company                      14.4%      13.1%     10.3%
                    Mesa                             - %        - %     22.0%

      III-C         El Paso                        55.5%      49.8%     51.2%




                                      F-51
<PAGE>



      III-D         El Paso                        54.9%      45.6%     44.4%
                    Eaglwing Trading, Inc.
                      ("Eaglwing")                 15.3%      18.3%       - %
                    Oryx Energy Company
                      ("Oryx")                       - %        - %     19.9%

      III-E         Eaglwing                       30.1%      33.3%       - %
                    El Paso                        12.6%      12.4%     12.3%
                    Oryx                             - %        - %     36.5%
                    Hunt Energy Corp.                - %        - %     10.0%

      III-F         El Paso                        28.3%      28.5%     25.9%
                    Amoco Production
                      Company ("Amoco")              - %        - %     10.4%

      III-G         El Paso                        24.5%      23.9%     21.6%
                    Amoco                            - %        - %     10.9%

      In the  event  of  interruption  of  purchases  by one or  more  of  these
significant  customers or the cessation or material  change in  availability  of
open access  transportation  by the  Partnerships'  pipeline  transporters,  the
Partnerships may encounter  difficulty in marketing their gas and in maintaining
historic sales levels. Alternative purchasers or transporters may not be readily
available.


4.    SUPPLEMENTAL OIL AND GAS INFORMATION

      The  following   supplemental   information  regarding  the  oil  and  gas
activities  of  the  Partnerships  is  presented   pursuant  to  the  disclosure
requirements promulgated by the SEC.


      Capitalized Costs

      Capitalized costs and accumulated depreciation,  depletion,  amortization,
and valuation allowance at December 31, 1998 and 1997 were as follows:



                                      F-52
<PAGE>




                               III-A Partnership
                               -----------------

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

   Proved properties                         $15,792,267       $15,907,665

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 13,569,594)     ( 13,237,716)
                                              ----------        ----------
         Net oil and gas
            Properties                       $ 2,222,673       $ 2,669,949
                                              ==========        ==========

                               III-B Partnership
                               -----------------

                                                1998              1997
                                            ------------      -------------
   Proved properties                         $ 9,325,381       $9,402,262

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        (  8,083,001)     ( 7,903,114)
                                              ----------        ----------
         Net oil and gas
            Properties                       $ 1,242,380       $1,499,148
                                              ==========        ==========




                                      F-53
<PAGE>




                               III-C Partnership
                               -----------------

                                                1998              1997
                                            -------------     -------------
   Proved properties                         $19,181,561       $19,627,883

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 16,401,716)     ( 16,185,252)
                                              ----------        ----------

         Net oil and gas
            Properties                       $ 2,779,845       $ 3,442,631
                                              ==========        ==========

                               III-D Partnership
                               -----------------

                                                1998              1997
                                            -------------     -------------
   Proved properties                         $12,039,032       $12,187,201

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 10,802,150)     (  9,975,953)
                                              ----------        ----------

         Net oil and gas
            Properties                       $ 1,236,882       $ 2,211,248
                                              ==========        ==========



                                      F-54
<PAGE>




                               III-E Partnership
                               -----------------

                                                1998              1997
                                            -------------     -------------
   Proved properties                         $34,096,393       $34,159,634

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 30,905,913)     ( 25,442,705)
                                              ----------        ----------

         Net oil and gas
            Properties                       $ 3,190,480       $ 8,716,929
                                              ==========        ==========

                               III-F Partnership
                               -----------------

                                                1998              1997
                                            -------------     -------------
   Proved properties                         $16,559,050       $16,673,217

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 13,710,315)     ( 13,068,552)
                                              ----------        ----------

         Net oil and gas
            Properties                       $ 2,848,735       $ 3,604,665
                                              ==========        ==========



                                      F-55
<PAGE>




                               III-G Partnership
                               -----------------

                                                1998              1997
                                            ------------      -------------
   Proved properties                         $ 9,515,195       $9,602,310

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        (  8,087,833)     ( 7,461,021)
                                              ----------        ---------

         Net oil and gas
            properties                       $ 1,427,362       $2,141,289
                                              ==========        =========

      Costs Incurred

      The III-A and III-B Partnerships incurred acquisition costs of $35,246 and
$23,248,  respectively,  during the year ended  December 31, 1997 for additional
acreage  underlying  the Lebleu No. 4 well. The  Partnerships  incurred no other
costs in  connection  with oil and gas  acquisition  or  exploration  activities
during the years ended December 31, 1998,  1997, and 1996. Costs incurred by the
Partnerships in connection with oil and gas property development  activities for
the years ended December 31, 1998, 1997, and 1996 were as follows:

            Partnership         1998          1997         1996
            -----------       --------      --------     --------

               III-A          $ 55,973      $ 40,203     $ 4,548
               III-B            11,667        20,491      21,881
               III-C           123,095       104,670      24,068
               III-D            64,034           579      24,953
               III-E             2,926        65,616      37,987
               III-F              -           34,952      12,107
               III-G            11,316        28,338      19,668

      Quantities of Proved Oil and Gas Reserves - Unaudited

      The  following  tables   summarize   changes  in  net  quantities  of  the
Partnerships'  proved  reserves,  all of which are located in the United States,
for the periods  indicated.  The proved reserves at December 31, 1998, 1997, and
1996 were  estimated  by  petroleum  engineers  employed  by  affiliates  of the
Partnerships.  Certain  reserve  information was reviewed by Ryder Scott Company
Petroleum Engineers,  an independent  petroleum  engineering firm. The following
information  includes  certain gas  balancing  adjustments  which caused the gas
volumes to differ from the



                                      F-56
<PAGE>



reserve reports prepared by the General Partner and reviewed by Ryder Scott.


                               III-A Partnership
                               -----------------

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

Proved reserves, Dec. 31, 1995                   173,001        6,996,352
   Production                                   ( 46,923)      (1,268,943)
   Sale of minerals in place                    (  1,434)      (  417,113)
   Revision of previous
      estimates                                   29,255          871,973
                                                 -------        ---------

Proved reserves, Dec. 31, 1996                   153,899        6,182,269
   Production                                   ( 40,468)      (1,031,152)
   Sale of minerals in place                    (  4,695)      (  661,004)
   Extensions and discoveries                          6              915
   Revision of previous
      estimates                                    4,121          740,812
                                                 -------        ---------

Proved reserves, Dec. 31, 1997                   112,863        5,231,840
   Production                                   ( 34,689)      (  741,990)
   Sale of minerals in place                    (    170)      (   37,253)
   Extensions and discoveries                      7,433          175,973
   Revision of previous
      estimates                                    6,687          100,845
                                                 -------        ---------

Proved reserves, Dec. 31, 1998                    92,124        4,729,415
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 1996                             142,520        5,999,778
                                                 =======        =========
   December 31, 1997                             101,190        5,027,338
                                                 =======        =========
   December 31, 1998                              86,204        4,604,490
                                                 =======        =========




                                      F-57
<PAGE>




                               III-B Partnership
                               -----------------

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

Proved reserves, Dec. 31, 1995                   122,916        3,464,971
   Production                                   ( 37,849)      (  642,152)
   Sale of minerals in place                    (    624)      (  186,418)
   Revision of previous
      estimates                                   36,520          331,501
                                                 -------        ---------

Proved reserves, Dec. 31, 1996                   120,963        2,967,902
   Production                                   ( 37,216)      (  518,891)
   Sale of minerals in place                    (  2,009)      (  285,841)
   Revision of previous
      estimates                                   11,805          370,683
                                                 -------        ---------

Proved reserves, Dec. 31, 1997                    93,543        2,533,853
   Production                                   ( 34,221)      (  355,197)
   Sale of minerals in place                    (     98)      (   46,674)
   Revision of previous
      estimates                                   31,939           42,054
                                                 -------        ---------

Proved reserves, Dec. 31, 1998                    91,163        2,174,036
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 1996                             117,345        2,906,514
                                                 =======        =========
   December 31, 1997                              89,784        2,462,219
                                                 =======        =========
   December 31, 1998                              87,403        2,105,919
                                                 =======        =========




                                      F-58
<PAGE>




                               III-C Partnership
                               -----------------

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

Proved reserves, Dec. 31, 1995                   108,468        7,902,210
   Production                                   ( 27,429)      (1,351,525)
   Sale of minerals in place                    (  1,266)      (  132,327)
   Extensions and discoveries                     10,541          157,345
   Revision of previous
      estimates                                   72,173        1,144,100
                                                 -------        ---------

Proved reserves, Dec. 31, 1996                   162,487        7,719,803
   Production                                   ( 27,069)      (1,124,237)
   Sale of minerals in place                    (  4,753)      (  197,339)
   Extensions and discoveries                        447             -
   Revision of previous
      estimates                                   22,200          781,366
                                                 -------        ---------

Proved reserves, Dec. 31, 1997                   153,312        7,179,593
   Production                                   ( 22,980)      (1,156,387)
   Sale of minerals in place                    (  5,849)      (  322,985)
   Extensions and discoveries                        444          443,959
   Revision of previous
      estimates                                    9,742       (  375,699)
                                                 -------        ---------

Proved reserves, Dec. 31, 1998                   134,669        5,768,481
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 1996                             162,235        7,673,323
                                                 =======        =========
   December 31, 1997                             153,112        7,157,512
                                                 =======        =========
   December 31, 1998                             134,527        5,754,200
                                                 =======        =========




                                      F-59
<PAGE>




                               III-D Partnership
                               -----------------

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

Proved reserves, Dec. 31, 1995                   421,914        3,970,007
   Production                                   ( 41,351)      (  760,593)
   Sale of minerals in place                    (    427)      (   25,031)
   Extensions and discoveries                      1,509           27,059
   Revision of previous
      estimates                                   48,985          558,104
                                                 -------        ---------

Proved reserves, Dec. 31, 1996                   430,630        3,769,546
   Production                                   ( 40,758)      (  708,262)
   Sale of minerals in place                    (    396)      (   18,762)
   Extensions and discoveries                         94            1,797
   Revision of previous
      estimates                                   88,825          760,231
                                                 -------        ---------

Proved reserves, Dec. 31, 1997                   478,395        3,804,550
   Production                                   ( 35,908)      (  767,089)
   Sale of minerals in place                    (  1,822)      (   48,776)
   Extensions and discoveries                        370          361,916
   Revision of previous
      estimates                                 (315,169)      (  511,711)
                                                 -------        ---------

Proved reserves, Dec. 31, 1998                   125,866        2,838,890
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 1996                             430,606        3,764,539
                                                 =======        =========
   December 31, 1997                             478,386        3,803,645
                                                 =======        =========
   December 31, 1998                             125,866        2,838,890
                                                 =======        =========




                                      F-60
<PAGE>




                               III-E Partnership
                               -----------------

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

Proved reserves, Dec. 31, 1995                   2,587,479      12,820,859
   Production                                   (  229,226)    ( 2,152,599)
   Sale of minerals in place                    (    3,259)    (       190)
   Extensions and discoveries                        4,252          30,349
   Revision of previous
      estimates                                    258,393     (   922,682)
                                                 ---------      ----------

Proved reserves, Dec. 31, 1996                   2,617,639       9,775,737
   Production                                   (  235,152)    ( 2,189,619)
   Sale of minerals in place                    (    2,156)    (   245,398)
   Extensions and discoveries                         -             11,997
   Revision of previous
      estimates                                    631,209       2,780,432
                                                 ---------      ----------

Proved reserves, Dec. 31, 1997                   3,011,540      10,133,149
   Production                                   (  223,936)    ( 1,974,917)
   Sale of minerals in place                    (      669)    (    57,652)
   Revision of previous
      estimates                                 (2,185,625)    (    84,105)
                                                 ---------      ----------

Proved reserves, Dec. 31, 1998                     601,310       8,016,475
                                                 =========      ==========

PROVED DEVELOPED RESERVES:
   December 31, 1996                             2,617,639       9,775,737
                                                 =========      ==========
   December 31, 1997                             3,011,540      10,133,149
                                                 =========      ==========
   December 31, 1998                               601,310       8,016,475
                                                 =========      ==========




                                      F-61
<PAGE>




                               III-F Partnership
                               -----------------

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

Proved reserves, Dec. 31, 1995                   467,066        7,054,686
   Production                                   ( 74,064)      (  924,827)
   Sale of minerals in place                    ( 14,255)      (    8,294)
   Extensions and discoveries                      3,560             -
   Revision of previous
      estimates                                  109,006       (  454,833)
                                                 -------        ---------

Proved reserves, Dec. 31, 1996                   491,313        5,666,732
   Production                                   ( 65,787)      (  898,447)
   Sale of minerals in place                    (  5,981)      (  169,022)
   Extensions and discoveries                     10,573           99,305
   Revision of previous
      estimates                                 ( 30,372)         905,241
                                                 -------        ---------

Proved reserves, Dec. 31, 1997                   399,746        5,603,809
   Production                                   ( 54,002)      (  787,609)
   Sale of minerals in place                    (    854)      (   49,751)
   Revision of previous
      estimates                                 (113,008)      (   39,496)
                                                 -------        ---------

Proved reserves, Dec. 31, 1998                   231,882        4,726,953
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 1996                             491,313        5,666,732
                                                 =======        =========
   December 31, 1997                             399,746        5,603,809
                                                 =======        =========
   December 31, 1998                             231,882        4,726,953
                                                 =======        =========




                                      F-62
<PAGE>




                               III-G Partnership
                               -----------------


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

Proved reserves, Dec. 31, 1995                   352,310        3,865,551
   Production                                   ( 54,083)      (  499,884)
   Sale of minerals in place                    ( 11,160)      (   10,142)
   Extensions and discoveries                      5,358            3,275
   Revision of previous
      estimates                                   77,164       (  321,474)
                                                 -------        ---------

Proved reserves, Dec. 31, 1996                   369,589        3,037,326
   Production                                   ( 47,493)      (  500,966)
   Sale of minerals in place                    (  6,363)      (   92,435)
   Extensions and discoveries                      7,164           66,081
   Revision of previous
      estimates                                 ( 19,969)         486,311
                                                 -------        ---------

Proved reserves, Dec. 31, 1997                   302,928        2,996,317
   Production                                   ( 38,858)      (  419,813)
   Sale of minerals in place                    (    489)      (   29,446)
   Extensions and discoveries                        693           19,866
   Revision of previous
      estimates                                 ( 92,484)      (   41,204)
                                                 -------        ---------

Proved reserves, Dec. 31, 1998                   171,790        2,525,720
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 1996                             369,589        3,037,326
                                                 =======        =========
   December 31, 1997                             302,928        2,996,317
                                                 =======        =========
   December 31, 1998                             171,790        2,525,720
                                                 =======        =========


      Standardized Measure of Discounted Future Net Cash Flows of Proved Oil and
      Gas Reserves - Unaudited

      The following tables set forth each of the Partnerships'  estimated future
net cash flows as of December  31, 1998  relating to proved oil and gas reserves
based on the standardized measure as prescribed in SFAS No. 69:




                                      F-63
<PAGE>




                                                     Partnership
                                          --------------------------------
                                              III-A               III-B
                                          -------------       ------------
      Future cash inflows                  $11,039,349         $5,528,827
      Future production and
         development costs                (  3,235,761)       ( 1,700,915)
                                            ----------          ---------

            Future net cash
               flows                       $ 7,803,588         $3,827,912

      10% discount to
         reflect timing of
         cash flows                       (  2,422,763)       ( 1,160,225)
                                            ----------          ---------

      Standardized measure
         of discounted
         future net cash
         flows                             $ 5,380,825         $2,667,687
                                            ==========          =========


                                                     Partnership
                                          ---------------------------------
                                              III-C               III-D
                                          -------------       -------------
      Future cash inflows                  $12,793,855         $6,796,300
      Future production and
         development costs                (  4,531,622)       ( 3,014,891)
                                            ----------          ---------

            Future net cash
               flows                       $ 8,262,233         $3,781,409

      10% discount to
         reflect timing of
         cash flows                       (  2,833,364)       ( 1,054,199)
                                            ----------          ---------

      Standardized measure
         of discounted
         future net cash
         flows                             $ 5,428,869         $2,727,210
                                            ==========          =========




                                      F-64
<PAGE>




                                                     Partnership
                                          ---------------------------------
                                              III-E               III-F
                                          -------------       -------------
      Future cash inflows                  $23,118,031         $11,451,629
      Future production and
         development costs                ( 12,488,333)       (  4,745,163)
                                            ----------          ----------

            Future net cash
               flows                       $10,629,698         $ 6,706,466

      10% discount to
         reflect timing of
         cash flows                       (  3,773,041)       (  2,543,451)
                                            ----------          ----------

      Standardized measure
         of discounted
         future net cash
         flows                             $ 6,856,657         $ 4,163,015
                                            ==========          ==========


                                           Partnership
                                          -------------
                                              III-G
                                          -------------
      Future cash inflows                  $ 6,602,025
      Future production and
         development costs                (  2,876,655)
                                            ----------

            Future net cash
               flows                       $ 3,725,370

      10% discount to
         reflect timing of
         cash flows                       (  1,414,866)
                                            ----------

      Standardized measure
         of discounted
         future net cash
         flows                             $ 2,310,504
                                            ==========


The process of estimating oil and gas reserves is complex, requiring significant
subjective decisions in the evaluation of available geological, engineering, and
economic  data for each  reservoir.  The data for a given  reservoir  may change
substantially over time as a result of, among other things,



                                      F-65
<PAGE>



additional development activity, production history, and viability of production
under varying economic conditions;  consequently, it is reasonably possible that
material  revisions to existing reserve  estimates may occur in the near future.
Although  every  reasonable  effort  has been  made to ensure  that the  reserve
estimates reported herein represent the most accurate assessment  possible,  the
significance  of the  subjective  decisions  required and variances in available
data for various  reservoirs  make these  estimates  generally less precise than
other estimates  presented in connection with financial  statement  disclosures.
The  Partnerships'  reserves were  determined at December 31, 1998 using oil and
gas prices of $9.50 per barrel and $2.03 per Mcf, respectively.




<PAGE>


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



Number      Description
------      -----------

4.1         The  Certificate  and  Agreements  of  Limited  Partnership  for the
            following   Partnerships   have  been  previously   filed  with  the
            Securities and Exchange  Commission as Exhibit 2.1 to Form 8-A filed
            by  each  Partnership  on the  dates  shown  below  and  are  hereby
            incorporated by reference.

                  Partnership Filing Date             File No.
                  ----------- -----------             --------

                     III-A    February 20, 1990       0-18302
                     III-B    March 30, 1990          0-18636
                     III-C    March 30, 1990          0-18634
                     III-D    November 14, 1990       0-18936
                     III-E    January 22, 1991        0-19010
                     III-F    March 25, 1991          0-19102
                     III-G    September 30, 1991      0-19563

4.2         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Energy Income  Limited  Partnership  III-A,  filed as Exhibit 4.1 to
            Registrant's  Current  Report on Form 8-K dated August 2, 1993 filed
            with the SEC on  August  10,  1993  and is  hereby  incorporated  by
            reference.

4.3         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Energy Income  Limited  Partnership  III-B,  filed as Exhibit 4.2 to
            Registrant's  Current  Report on Form 8-K dated August 2, 1993 filed
            with the SEC on  August  10,  1993  and is  hereby  incorporated  by
            reference.

4.4         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Energy Income  Limited  Partnership  III-C,  filed as Exhibit 4.3 to
            Registrant's  Current  Report on Form 8-K dated August 2, 1993 filed
            with the SEC on  August  10,  1993  and is  hereby  incorporated  by
            reference.

4.5         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Energy Income  Limited  Partnership  III-D,  filed as Exhibit 4.4 to
            Registrant's  Current  Report on Form 8-K dated August 2, 1993 filed
            with the SEC on  August  10,  1993  and is  hereby  incorporated  by
            reference.

4.6         Second  Amendment  to Agreement of  Limited  Partnership  of Geodyne
            Energy Income  Limited  Partnership  III-E,  filed as Exhibit 4.5 to
            Registrant's Current Report on Form



                                      F-66
<PAGE>



            8-K dated  August 2, 1993 filed with the SEC on August 10,  1993 and
            is hereby incorporated by reference.

4.7         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Energy Income  Limited  Partnership  III-F,  filed as Exhibit 4.6 to
            Registrant's  Current  Report on Form 8-K dated August 2, 1993 filed
            with the SEC on  August  10,  1993  and is  hereby  incorporated  by
            reference.

4.8         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Energy Income  Limited  Partnership  III-G,  filed as Exhibit 4.7 to
            Registrant's  Current  Report on Form 8-K dated August 2, 1993 filed
            with the SEC on  August  10,  1993  and is  hereby  incorporated  by
            reference.

4.9         Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Energy Income Limited  Partnership  III-A,  filed as Exhibit 4.10 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  1995  filed  with  the  SEC on  April  1,  1996  and is  hereby
            incorporated by reference.

4.10        Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Energy Income Limited  Partnership  III-B,  filed as Exhibit 4.11 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  1995  filed  with  the  SEC on  April  1,  1996  and is  hereby
            incorporated by reference.

4.11        Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Energy Income Limited  Partnership  III-C,  filed as Exhibit 4.12 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  1995  filed  with  the  SEC on  April  1,  1996  and is  hereby
            incorporated by reference.

4.12        Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Energy Income Limited  Partnership  III-D,  filed as Exhibit 4.13 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  1995  filed  with  the  SEC on  April  1,  1996  and is  hereby
            incorporated by reference.

4.13        Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Energy Income Limited  Partnership  III-E,  filed as Exhibit 4.14 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  1995  filed  with  the  SEC on  April  1,  1996  and is  hereby
            incorporated by reference.

4.14        Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Energy Income Limited  Partnership  III-F,  filed as Exhibit 4.15 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31, 1995 filed with



                                      F-67
<PAGE>



            the SEC on April 1, 1996 and is hereby incorporated by reference.

4.15        Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Energy Income Limited  Partnership  III-G,  filed as Exhibit 4.16 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  1995  filed  with  the  SEC on  April  1,  1996  and is  hereby
            incorporated by reference.

*23.1       Consent  of  Ryder  Scott  Company,  Petroleum Engineers for Geodyne
            Energy Income Limited Partnership III-A.

*23.2       Consent  of  Ryder  Scott  Company,  Petroleum Engineers for Geodyne
            Energy Income Limited Partnership III-B.

*23.3       Consent  of  Ryder  Scott  Company,  Petroleum Engineers for Geodyne
            Energy Income Limited Partnership III-C.

*23.4       Consent  of  Ryder  Scott  Company,  Petroleum Engineers for Geodyne
            Energy Income Limited Partnership III-D.

*23.5       Consent  of  Ryder  Scott  Company,  Petroleum Engineers for Geodyne
            Energy Income Limited Partnership III-E.

*23.6       Consent  of  Ryder  Scott  Company,  Petroleum Engineers for Geodyne
            Energy Income Limited Partnership III-F.

*23.7       Consent  of  Ryder  Scott  Company,  Petroleum Engineers for Geodyne
            Energy Income Limited Partnership III-G.

*27.1       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited Partnership III-A's
            financial  statements as of December 31, 1998 and for the year ended
            December 31, 1998.

*27.2       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited Partnership III-B's
            financial  statements as of December 31, 1998 and for the year ended
            December 31, 1998.

*27.3       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited Partnership III-C's
            financial  statements as of December 31, 1998 and for the year ended
            December 31, 1998.

*27.4       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited Partnership III-D's
            financial  statements as of December 31, 1998 and for the year ended
            December 31, 1998.



                                      F-68
<PAGE>




*27.5       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited Partnership III-E's
            financial  statements as of December 31, 1998 and for the year ended
            December 31, 1998.

*27.6       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited Partnership III-F's
            financial  statements as of December 31, 1998 and for the year ended
            December 31, 1998.

*27.7       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited Partnership III-G's
            financial  statements as of December 31, 1998 and for the year ended
            December 31, 1998.

            All other Exhibits are omitted as inapplicable.

      ----------

      * Filed herewith.