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, 2001

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.........................................26
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......26

PART II.....................................................................26
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......26
      ITEM 6.     SELECTED FINANCIAL DATA...................................29
      ITEM 7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
                  CONDITION  AND RESULTS OF OPERATIONS......................37
      ITEM 7A.....QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................61
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............61
      ITEM 9.     CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS
                  ON  ACCOUNTING  AND  FINANCIAL DISCLOSURE.................61

PART III....................................................................61
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...61
      ITEM 11.    EXECUTIVE COMPENSATION....................................62
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT............................................71
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............73

PART IV.....................................................................74
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
                  FORM 8-K..................................................74

      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 22, 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 26 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 December  31,  2001,  Samson owned
interests in approximately  14,000 oil and gas wells located in 19 states of the
United States and the countries of Canada,  Venezuela,  and Russia.  At December
31, 2001,  Samson operated  approximately  3,000 oil and gas wells located in 14
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 Samson.
As of February  15,  2002,  Samson  employed  approximately  1,000  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 were scheduled to terminate on
the dates  indicated in the "Initial  Termination  Date" column of the following
chart. 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 has extended the terms of the III-D, III-E, III-F and III-G Partnerships
for the  first  two-year  extension  period,  and the  III-A,  III-B,  and III-C
Partnerships  for  the  second  two-year   extension  period.   Therefore,   the
Partnerships are currently  scheduled to terminate on the dates indicated in the
"Current Termination Date" column of the following chart.

                        Initial             Extensions     Current
   Partnership       Termination Date        Exercised     Termination Date
   -----------      ------------------       ---------     ------------------
     III-A          November 22, 1999             2        November 22, 2003
     III-B          January 24, 2000              2        January 24, 2004
     III-C          February 28, 2000             2        February 28, 2004
     III-D          September 5, 2000             1        September 5, 2002
     III-E          December 26, 2000             1        December 26, 2002
     III-F          March 7, 2001                 1        March 7, 2003
     III-G          September 20, 2001            1        September 20, 2003





                                      -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 Partnerships' revenues, net income or loss, cash flows, carrying value
of oil and gas  properties,  and amount of oil and gas which can be economically
produced depend  substantially  upon the prevailing  prices for oil and gas. Oil
and gas prices (and  consequently the Partnerships'  profitability)  depend on a
number of  factors  which are  beyond the  control  of the  Partnerships.  These
factors  include  worldwide  political   instability  and  terrorist  activities
(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),  the level
of domestic oil and gas production,  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.  In  addition,  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. Predicting
future prices is not possible. Concerning past trends, oil and gas prices in the
United States have been highly volatile for many years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf  range.  Due to  unusual  supply  and  demand
circumstances  gas  prices in late 2000 and early  2001 rose to a level not seen
since the early 1980s.  Recent economic trends and the supply/demand  ratio have
caused natural gas prices to decline significantly. Substantially all of



                                      -6-
<PAGE>



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 by pipelines.  Spot prices for the
Partnerships'  gas decreased  from  approximately  $6.03 per Mcf at December 31,
2000 to approximately $2.65 per Mcf at December 31, 2001. 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.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
The current oil price range  between the mid teens and low  twenties is somewhat
dependent  on  production  curtailment  agreements  among  major  oil  producing
nations.  Prices for the Partnerships' oil decreased from  approximately  $27.52
per barrel at December 31, 2000 to  approximately  $16.75 per barrel at December
31, 2001.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed  above, it is impossible to accurately  predict whether future oil and
gas prices will (i) stabilize, (ii) increase, or (iii) decrease.






                                      -7-
<PAGE>



      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 2001:

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

         III-A          Phibro Energy, Inc.
                          ("Phibro")                           27.9%
                        Valero Industrial Gas L.P.
                          ("Valero")                           25.2%
                        El Paso Energy Marketing
                          Company ("El Paso")                  18.3%
                        Conoco, Inc.                           11.4%

         III-B          Phibro                                 32.0%
                        Valero                                 20.3%
                        El Paso                                14.4%
                        Conoco, Inc.                           13.0%

         III-C          El Paso                                63.5%

         III-D          El Paso                                66.7%
                        Eaglwing Trading, Inc.
                          ("Eaglwing")                         15.2%

         III-E          Eaglwing                               36.3%
                        El Paso                                21.7%

         III-F          El Paso                                45.8%
                        Eaglwing                               11.1%

         III-G          El Paso                                40.4%
                        Eaglwing                               12.9%


      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



                                      -8-
<PAGE>



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  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



                                      -9-
<PAGE>



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. In particular, many types of pollution and contamination can
exist,  undiscovered,  for long  periods of time and can  result in  substantial
environmental  liabilities  which are not insured.  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.


ITEM 2.     PROPERTIES

      Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 2001.

                              Well Statistics(1)
                            As of December 31, 2001

              Number of Gross Wells(2)            Number of Net Wells(3)
             --------------------------         ---------------------------
 P/ship       Total      Oil     Gas             Total     Oil      Gas
--------      -----     -----     ---            ------   -----     -----
 III-A           169       79      90            10.14      2.39     7.76
 III-B           142       70      72             6.68      3.09     3.59
 III-C           166       63     103            19.83     11.19     8.64
 III-D           170      115      55            10.90      6.00     4.90
 III-E           220       93     127            24.51      6.89    17.62
 III-F           373      280      93            15.82      7.62     8.20
 III-G         1,391    1,015     376            10.39      5.93     4.46
----------
(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.




                                      -10-
<PAGE>




      Drilling Activities

During the year ended December 31, 2001, the  Partnerships  participated  in the
developmental  drilling activities  described below. The Partnerships do not own
working  interests  in 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    Plumtree No. 5-7     Washita       OK  .00050      Gas   Producing
         Clayton No. 8-9      Washita       OK  .00353      Gas   Producing
         Martinez, D.S.
           No. 7              Webb          TX  .00749      Gas   Producing

III-B    Plumtree No. 5-7     Washita       OK  .00033      Gas   Producing
         Clayton No. 8-9      Washita       OK  .00233      Gas   Producing
         Martinez, D.S.
           No. 7              Webb          TX  .00349      Gas   Producing

III-C    Green No. 4-1A       Washita       OK  .00088      Gas   Producing
         Newton Smith
           No. 3-16           Pittsburg     OK  .00185      Gas   Producing
         Martinez, D.S.
           No. 7              Webb          TX  .00145      Gas   Producing

III-D    Green No. 4-1A       Washita       OK  .00013      Gas   Producing
         Newton Smith
           No. 3-16           Pittsburg     OK  .00027      Gas   Producing

III-E    Hay Reservoir
           Unit No. 76        Sweetwater    WY  .00261      Gas   Producing
         Hay Reservoir
           Unit No. 77        Sweetwater    WY  .00261      Gas   Producing
         Hay Reservoir
           Unit No. 6R        Sweetwater    WY  .00261      Gas   Producing
         3 Tec Energy
           Corp. No. 1        Terreboone    LA  .00552      Gas   Producing
         Kay Estes No. 6      Edwards       TX  .00252      Gas   Producing

III-F    Hay Reservoir
           Unit No. 76        Sweetwater    WY  .00219      Gas   Producing
         Hay Reservoir
           Unit No. 77        Sweetwater    WY  .00219      Gas   Producing
         Hay Reservoir
           Unit No. 6R        Sweetwater    WY  .00219      Gas   Producing
         3 Tec Energy
           Corp. No. 1        Terrebonne    LA  .00464      Gas   Producing





                                      -11-
<PAGE>




                                County/          Revenue
P/ship       Well Name          Parish     St.   Interest   Type    Status
------       ---------          ------     ---   --------   ----   ---------

III-G    Hay Reservoir
           Unit No. 76        Sweetwater    WY  .00109      Gas   Producing
         Hay Reservoir
           Unit No. 77        Sweetwater    WY  .00109      Gas   Producing
         Hay Reservoir
           Unit No. 6R        Sweetwater    WY  .00109      Gas   Producing
         3 Tec Energy
           Corp. No. 1        Terrebonne    LA  .00231      Gas   Producing


      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.




                                      -12-
<PAGE>




                              Net Production Data

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

                                           Year Ended December 31,
                                    -------------------------------------
                                       2001           2000        1999
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           82,520         49,908      35,784
   Gas (Mcf)                           791,697        678,985     665,717
Oil and gas sales:
   Oil                              $2,030,557     $1,454,983  $  605,903
   Gas                               3,394,606      2,656,278   1,466,078
                                     ---------      ---------   ---------
      Total                         $5,425,163     $4,111,261  $2,071,981
                                     =========      =========   =========
Total direct operating
  expenses                          $1,020,090     $  853,211  $  585,757
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         18.8%          20.8%       28.3%

Average sales price:
   Per barrel of oil                    $24.61         $29.15      $16.93
   Per Mcf of gas                         4.29           3.91        2.20

Direct operating expenses
   per equivalent Bbl of
   oil                                   $4.76         $ 5.23      $ 3.99




                                      -13-
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    -------------------------------------
                                       2001           2000        1999
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           58,965         40,544      33,676
   Gas (Mcf)                           400,249        326,603     299,745
Oil and gas sales:
   Oil                              $1,457,455     $1,185,213  $  598,881
   Gas                               1,689,008      1,277,225     660,854
                                     ---------      ---------   ---------
      Total                         $3,146,463     $2,462,438  $1,259,735
                                     =========      =========   =========
Total direct operating
   expenses                         $  630,746     $  525,281  $  346,919
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         20.0%          21.3%       27.5%

Average sales price:
   Per barrel of oil                    $24.72         $29.23      $17.78
   Per Mcf of gas                         4.22           3.91        2.20

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 5.02         $ 5.53      $ 4.15




                                      -14-
<PAGE>



                               Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2001           2000        1999
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           14,973         19,431      23,931
   Gas (Mcf)                           935,377        994,305     997,209
Oil and gas sales:
   Oil                              $  382,250     $  572,001  $  428,466
   Gas                               3,988,865      3,578,430   2,018,358
                                     ---------      ---------   ---------
      Total                         $4,371,115     $4,150,431  $2,446,824
                                     =========      =========   =========
Total direct operating
   expenses                         $  980,377     $  978,824  $  551,030
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         22.4%          23.6%       22.5%

Average sales price:
   Per barrel of oil                    $25.53         $29.44      $17.90
   Per Mcf of gas                         4.26           3.60        2.02

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 5.74         $ 5.29      $ 2.90




                                      -15-
<PAGE>



                               Net Production Data

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

                                             Year Ended December 31,
                                    -------------------------------------
                                       2001           2000        1999
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           27,570         31,388      36,148
   Gas (Mcf)                           561,664        629,117     716,804
Oil and gas sales:
   Oil                              $  610,171     $  837,978  $  562,513
   Gas                               2,302,188      2,257,213   1,444,730
                                     ---------      ---------   ---------
      Total                         $2,912,359     $3,095,191  $2,007,243
                                     =========      =========   =========
Total direct operating
   expenses                         $  914,671     $  895,563  $  704,051
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         31.4%          28.9%       35.1%

Average sales price:
   Per barrel of oil                    $22.13         $26.70      $15.56
   Per Mcf of gas                         4.10           3.59        2.02

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 7.55         $ 6.57      $ 4.52




                                      -16-
<PAGE>




                              Net Production Data

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

                                          Year Ended December 31,
                                    -------------------------------------
                                       2001           2000        1999
                                    ----------     ----------- ----------
Production:
   Oil (Bbls)                          162,557         183,876    205,197
   Gas (Mcf)                         1,226,795       1,526,586  1,856,697
Oil and gas sales:
   Oil                              $3,486,759     $ 4,822,734 $3,146,395
   Gas                               4,751,785       5,654,292  3,900,054
                                     ---------      ----------  ---------
      Total                         $8,238,544     $10,477,026 $7,046,449
                                     =========      ==========  =========
Total direct operating
  expenses                          $3,511,241     $ 3,652,507 $3,957,399
                                     =========      ==========  =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         42.6%           34.9%      56.2%

Average sales price:
   Per barrel of oil                    $21.45          $26.23     $15.33
   Per Mcf of gas                         3.87            3.70       2.10

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 9.57          $ 8.33     $ 7.69




                                      -17-
<PAGE>




                              Net Production Data

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

                                           Year Ended December 31,
                                    -------------------------------------
                                       2001           2000        1999
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           27,090         43,620      55,619
   Gas (Mcf)                           621,792        654,833     732,832
Oil and gas sales:
   Oil                              $  603,765     $1,242,912  $  916,715
   Gas                               2,330,535      2,194,409   1,397,731
                                     ---------      ---------   ---------
      Total                         $2,934,300     $3,437,321  $2,314,446
                                     =========      =========   =========
Total direct operating
   expenses                         $  891,493     $  867,235  $  926,110
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         30.4%          25.2%       40.0%

Average sales price:
   Per barrel of oil                    $22.29         $28.49      $16.48
   Per Mcf of gas                         3.75           3.35        1.91

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 6.82         $ 5.68      $ 5.21




                                      -18-
<PAGE>



                               Net Production Data

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

                                          Year Ended December 31,
                                    -------------------------------------
                                       2001           2000        1999
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           20,694         32,013      40,292
   Gas (Mcf)                           326,795        333,031     409,664
Oil and gas sales:
   Oil                              $  466,717     $  912,320  $  661,957
   Gas                               1,233,341      1,138,070     777,743
                                     ---------      ---------   ---------
      Total                         $1,700,058     $2,050,390  $1,439,700
                                     =========      =========   =========
Total direct operating
   expenses                         $  547,716     $  552,240  $  593,911
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         32.2%          26.9%       41.3%

Average sales price:
   Per barrel of oil                    $22.55         $28.50      $16.43
   Per Mcf of gas                         3.77           3.42        1.90

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 7.29         $ 6.31      $ 5.47


      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,  2001.  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,  L.P. ("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 development



                                      -19-
<PAGE>



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, 2001.  Such prices were not  escalated  except in certain
circumstances   where  escalations  were  fixed  and  readily   determinable  in
accordance with applicable contract  provisions.  Oil and gas prices at December
31,  2001  were  substantially  lower  than the very  high  prices  in effect on
December 31, 2000.  This decrease in oil and gas prices has caused the estimates
of remaining economically  recoverable reserves, as well as the values placed on
said  reserves,  at  December  31,  2001 to be  significantly  lower  than  such
estimates and values at December 31, 2000.  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, 2001. There can be no assurance that the prices used in calculating
the net present value of the Partnerships'  proved reserves at December 31, 2001
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, 2001(1)

   III-A Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                           4,021,761
         Oil and liquids (Bbls)                                191,786

      Net present value (discounted at
         10% per annum)                                     $7,359,380




                                      -20-
<PAGE>




   III-B Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                           1,851,831
         Oil and liquids (Bbls)                                134,902

      Net present value (discounted at
         10% per annum)                                     $4,018,544


   III-C Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                           5,132,032
         Oil and liquids (Bbls)                                 85,153

      Net present value (discounted at
         10% per annum)                                     $5,806,578

   III-D Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                           2,948,537
         Oil and liquids (Bbls)                                197,373

      Net present value (discounted at
         10% per annum)                                     $3,441,581


   III-E Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                           8,834,436
         Oil and liquids (Bbls)                              1,125,061

      Net present value (discounted at
         10% per annum)                                     $9,759,825


   III-F Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                           4,615,852
         Oil and liquids (Bbls)                                214,415

      Net present value (discounted at
         10% per annum)                                     $4,841,085




                                      -21-
<PAGE>




   III-G Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                           2,481,383
         Oil and liquids (Bbls)                                181,964

      Net present value (discounted at
         10% per annum)                                     $2,809,904

----------
(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  table sets forth the  number and  percent of each  Partnership's
total wells which are operated by affiliates of the  Partnerships as of December
31, 2001:

                                    Operated Wells
                  ------------------------------------------
                  Partnership       Number          Percent
                  -----------       ------          -------

                      III-A           20              9%
                      III-B            6              3%
                      III-C           98             24%
                      III-D           90             24%
                      III-E           38             16%
                      III-F           24              6%
                      III-G           44              3%


      The following tables set forth certain well and reserve  information as of
December  31, 2001 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)



                                      -22-
<PAGE>



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.
The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while
the Las Animas Arch Basin straddles east Colorado and northwest Kansas. Southern
Oklahoma  contains  the  Southern  Oklahoma  Folded Belt Basin.  The  Jay-Little
Escambia  Creek Field Unit is located in Santa Rosa County,  Florida,  while the
Green River Basin is located in southern Wyoming and northwest Colorado.



                                      -23-
<PAGE>



<TABLE>
<CAPTION>
                                     Significant Properties as of December 31, 2001
                                     ----------------------------------------------

                                                                   Wells
                                                                 Operated by
                                                                 Affiliates        Oil          Gas
                        Gross     Net       Other       Total    ------------    Reserves     Reserves     Present
     Basin              Wells     Wells     Wells(1)    Wells    Number   %(2)    (Bbl)        (Mcf)        Value
------------------      ------   -------    --------    ------   ------   ----   --------    ---------     ----------
<S>                       <C>      <C>         <C>        <C>      <C>    <C>    <C>         <C>          <C>
III-A Partnership:
     Gulf Coast            44      3.27        46         90        5      6%    183,301     2,116,319    $5,307,342
     Anadarko              30      2.04        12         42       13     31%      3,753     1,449,526     1,662,282

III-B Partnership:
     Gulf Coast            41      1.71        46         87        2      2%    120,028     1,168,794    $3,205,539
     Anadarko              37      2.52         8         45        3      7%     12,575       440,627       605,943

III-C Partnership:
     Anadarko              53      5.98        58        111       25     23%     18,537     2,940,169    $3,476,996
     Southern Okla.
       Folded Belt         36      7.28         9         45       21     47%     56,649     1,428,323     1,589,683

III-D Partnership:
     Anadarko              31      3.32        58         89       25     28%      4,041     2,510,717    $2,555,317
     Jay Field             79       .52         -         79        -      -     143,530       249,891       348,048


---------------------
(1)  Wells in which only a non-working (e.g. royalty) interest is owned.
(2)  Percentage of wells in the applicable basin which are operated by affiliates of the Partnerships.

</TABLE>



                                      -24-
<PAGE>



<TABLE>
<CAPTION>
                                     Significant Properties as of December 31, 2001
                                     ----------------------------------------------

                                                                   Wells
                                                                 Operated by
                                                                 Affiliates        Oil          Gas
                        Gross     Net       Other       Total    ------------    Reserves     Reserves     Present
     Basin              Wells     Wells     Wells(1)    Wells    Number   %(2)    (Bbl)        (Mcf)        Value
------------------      ------   -------    --------    ------   ------   ----   ---------   ----------  -----------
<S>                        <C>     <C>         <C>        <C>       <C>    <C>   <C>          <C>         <C>
III-E Partnership:
     Green River           53      4.13         8         61         -      -       19,967    3,802,384   $3,137,303
     Jay Field             79      3.68         -         79         -      -    1,024,338    1,678,583    2,650,410
     Gulf Coast            32      3.13         7         39         2      5%       9,960    1,068,033    1,355,757
     East Texas             3      1.06         1          4         3     75%       2,189      972,526    1,059,486

III-F Partnership:
     Green River           53      3.47         8         61         -      -       16,767    3,122,675   $2,630,946
     Anadarko              25      5.39         1         26        21     81%      17,164      968,229      817,401

III-G Partnership:
     Green River           53      1.72         8         61         -      -        8,327    1,553,558   $1,313,076
     Anadarko              44      3.15         6         50        35     70%      10,918      564,771      468,566
     Las Animas Arch       66      1.14         -         66         -      -       60,222         -         293,022

--------------------
(1)   Wells in which only a non-working (e.g. royalty) interest is owned.
(2)   Percentage of wells in the applicable basin which are operated by affiliates of the Partnerships.
</TABLE>



                                      -25-
<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 2001.


PART II

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  2002,  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                1,239
               III-B           138,336                  716
               III-C           244,536                1,171
               III-D           131,008                  621
               III-E           418,266                1,956
               III-F           221,484                1,032
               III-G           121,925                  540



                                      -26-
<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
                            -----------------------

                      2000                         2001                 2002
            -------------------------     -------------------------     ----
            1st    2nd     3rd   4th      1st   2nd     3rd    4th      1st
P/ship      Qtr.   Qtr.    Qtr.  Qtr.     Qtr.  Qtr.    Qtr.   Qtr.     Qtr.
------      ----   ----    ----  ----     ----  ----    ----   ----     ----
III-A       $11    $10     $16   $13      $10   $ 5     $21    $17      $14
III-B        10      9      15    13        9     5      20     17       13
III-C        12     11      19    16       12     7      20     17       16
III-D        13     11      22    18       14     7      23     20       19
III-E        17     14      23    19       15    11      27     24       24
III-F        13     11      19    17       14    10      24     22       22
III-G        13     11      21    18       15    11      25     23       22


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




                                      -27-
<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 2000, 2001, and the first quarter of 2002:

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

                                    2000
                 ------------------------------------------
                  1st         2nd         3rd        4th
      P/ship      Qtr.        Qtr.        Qtr.       Qtr.
      ------     ------     -------      -------    -------

      III-A      $1.01        $1.38       $1.57      $2.46
      III-B       1.32         1.59        1.78       2.65
      III-C       1.74         1.73        2.04       2.94
      III-D       2.56         2.34        4.18       4.13
      III-E       3.04         2.81        6.13       3.75
      III-F       2.87         1.95        2.53       2.24
      III-G       3.37         2.03        2.94       2.59


                                    2001                           2002
                 ------------------------------------------       -------
                  1st         2nd         3rd        4th            1st
      P/ship      Qtr.        Qtr.        Qtr.       Qtr.           Qtr
      ------     ------     -------      -------    -------       -------

      III-A      $3.33        $4.57       $3.38      $3.38        $3.20
      III-B       3.48         4.42        3.27       3.27         3.48
      III-C       3.62         5.73        4.38       2.63         1.35
      III-D       4.26         6.81        5.14       3.15          .75
      III-E       3.78         4.84        4.00       2.19          -
      III-F       3.31         3.91        4.77       1.63          .64
      III-G       3.47         3.90        5.04       1.55          .81



                                      -28-
<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."




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



                                         Selected Financial Data

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

                              2001             2000           1999            1998           1997
                          ------------     ------------   ------------    ------------   ------------

<S>                        <C>              <C>            <C>             <C>            <C>
Oil and Gas Sales          $5,425,163       $4,111,261     $2,071,891      $2,029,797     $3,328,634
Net Income:
   Limited Partners         3,211,072        2,424,492        717,149         628,357         33,066
   General Partner            405,019          275,300         54,650          53,190         98,919
   Total                    3,616,091        2,699,792        771,799         681,547        131,985
Limited Partners' Net
   Income per Unit              12.16             9.18           2.72            2.38            .13
Limited Partners' Cash
   Distributions per
   Unit                         14.66             6.42           3.30            6.06          11.11
Total Assets                3,086,819        3,585,623      2,793,806       2,984,008      3,916,891
Partners' Capital
   (Deficit):
   Limited Partners         2,927,287        3,587,215      2,857,723       3,011,574      3,985,217
   General Partner        (   114,834)     (   132,196)   (   194,823)    (   197,325)   (   198,271)
Number of Units
   Outstanding                263,976          263,976        263,976         263,976        263,976

</TABLE>


                                      -30-
<PAGE>

<TABLE>
<CAPTION>


                                          Selected Financial Data

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

                              2001             2000           1999            1998           1997
                          ------------     ------------   ------------    ------------   ------------

<S>                        <C>              <C>            <C>             <C>            <C>
Oil and Gas Sales          $3,146,463       $2,462,438     $1,259,735      $1,201,418     $1,972,122
Net Income:
   Limited Partners         1,701,127        1,364,829        417,755         374,539        223,228
   General Partner            348,971          264,081        110,131         108,544         60,762
   Total                    2,050,098        1,628,910        527,886         483,083        283,990
Limited Partners' Net
   Income per Unit              12.30             9.87           3.02            2.71           1.61
Limited Partners' Cash
   Distributions per
   Unit                         14.44             7.34           3.27            6.82          12.35
Total Assets                1,830,746        2,069,748      1,690,316       1,717,863      2,248,586
Partners' Capital
   (Deficit):
   Limited Partners         1,741,074        2,037,947      1,687,118       1,721,363      2,291,824
   General Partner        (    67,276)     (    38,756)   (    79,362)    (    85,016)   (    97,840)
Number of Units
   Outstanding                138,336          138,336        138,336         138,336        138,336

</TABLE>


                                      -31-
<PAGE>

<TABLE>
<CAPTION>


                                          Selected Financial Data

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

                              2001             2000           1999            1998           1997
                          ------------     ------------   ------------    ------------   ------------

<S>                        <C>              <C>            <C>             <C>            <C>
Oil and Gas Sales          $4,371,115       $4,150,431     $2,446,824      $2,447,005     $3,071,851
Net Income (Loss):
   Limited Partners         2,653,485        2,554,851      1,053,071       1,094,816    (   196,027)
   General Partner            163,926          143,251         75,430          87,868         86,436
   Total                    2,817,411        2,698,102      1,128,501       1,182,684    (   109,591)
Limited Partners' Net
   Income (Loss) per
   Unit                         10.85            10.45           4.31            4.48    (       .80)
Limited Partners' Cash
   Distributions per
   Unit                         16.36             8.45           4.98            8.50           9.06
Total Assets                2,627,295        3,949,266      3,447,965       3,572,389      4,567,928
Partners' Capital
   (Deficit):
   Limited Partners         2,507,219        3,854,734      3,364,883       3,531,812      4,512,996
   General Partner        (   175,495)     (   152,824)   (   168,448)    (   179,285)   (   171,438)
Number of Units
   Outstanding                244,536          244,536        244,536         244,536        244,536

</TABLE>


                                      -32-
<PAGE>

<TABLE>
<CAPTION>


                                        Selected Financial Data

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

                              2001             2000           1999            1998           1997
                          ------------     ------------   ------------    ------------   ------------

<S>                        <C>              <C>            <C>             <C>            <C>
Oil and Gas Sales          $2,912,359       $3,095,191     $2,007,243      $1,789,571     $2,335,545
Net Income (Loss):
   Limited Partners         1,630,013        1,893,355        870,221     (    84,498)        35,530
   General Partner            107,057          109,411         55,068          38,462         54,213
   Total                    1,737,070        2,002,766        925,289     (    46,036)        89,743
Limited Partners' Net
   Income (Loss) per
   Unit                         12.44            14.45           6.64     (       .64)           .27
Limited Partners' Cash
   Distributions per
   Unit                         19.36            13.21           5.87            7.88          10.33
Total Assets                1,157,930        1,987,262      1,810,172       1,687,823      2,890,862
Partners' Capital
   (Deficit):
   Limited Partners           872,824        1,779,811      1,618,456       1,518,235      2,636,733
   General Partner        (    72,956)     (    58,871)   (    66,221)    (    73,501)   (    62,091)
Number of Units
   Outstanding                131,008          131,008        131,008         131,008        131,008

</TABLE>


                                      -33-
<PAGE>
<TABLE>
<CAPTION>



                                          Selected Financial Data

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

                              2001             2000           1999            1998           1997
                          -------------    ------------   ------------    -------------  -------------

<S>                        <C>              <C>            <C>             <C>            <C>
Oil and Gas Sales          $8,238,544       $10,477,026    $7,046,449      $6,400,589     $ 9,041,809
Net Income (Loss):
   Limited Partners         3,744,610         6,952,136     2,016,127     ( 3,260,925)   (    219,259)
   General Partner            261,289           378,449       124,846          57,256         158,394
   Total                    4,005,899         7,330,585     2,140,973     ( 3,203,669)   (     60,865)
Limited Partners' Net
   Income (Loss) per
   Unit                          8.95             16.62          4.82     (      7.80)   (        .52)
Limited Partners' Cash
   Distributions per
   Unit                         14.81             15.73          2.62            7.35           10.29
Total Assets                3,768,636         6,138,734     5,742,231       4,621,412      11,397,387
Partners' Capital
   (Deficit):
   Limited Partners         2,960,175         5,410,565     5,037,429       4,117,302      10,449,227
   General Partner        (   286,758)     (    240,721)  (   259,526)    (   275,783)   (    209,050)
Number of Units
   Outstanding                418,266           418,266       418,266         418,266         418,266

</TABLE>


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



                                         Selected Financial Data

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

                              2001             2000           1999            1998           1997
                          ------------     ------------   ------------    ------------   ------------

<S>                        <C>              <C>            <C>             <C>            <C>
Oil and Gas Sales          $2,934,300       $3,437,321     $2,314,446      $2,149,193     $2,991,450
Net Income (Loss):
   Limited Partners         1,782,241        2,142,067        801,095     (     5,324)   ( 2,273,148)
   General Partner            103,349          125,735         59,101          29,041         32,514
   Total                    1,885,590        2,267,802        860,196          23,717    ( 2,240,634)
Limited Partners' Net
   Income (Loss)
   per Unit                      8.05             9.67           3.62     (       .02)   (     10.26)
   Limited Partners' Cash
   Distributions per
   Unit                         13.62             9.59           2.23            5.34           7.15
Total Assets                2,369,806        3,638,555      3,689,702       3,533,814      4,752,817
Partners' Capital
   (Deficit):
   Limited Partners         2,359,221        3,593,980      3,575,913       3,268,818      4,454,142
   General Partner        (   161,655)     (   135,914)   (   154,318)    (   164,221)   (   146,427)
Number of Units
   Outstanding                221,484          221,484        221,484         221,484        221,484

</TABLE>


                                      -35-
<PAGE>

<TABLE>
<CAPTION>


                                         Selected Financial Data

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

                              2001             2000           1999            1998           1997
                          ------------     ------------   ------------    ------------   ------------

<S>                        <C>              <C>            <C>             <C>            <C>
Oil and Gas Sales          $1,700,058       $2,050,390     $1,439,700      $1,272,575     $1,845,264
Net Income (Loss):
   Limited Partners         1,036,655        1,359,105        588,182     (   308,749)   ( 1,136,965)
   General Partner             59,655           77,940         39,264          13,093         22,672
   Total                    1,096,310        1,437,045        627,446     (   295,656)   ( 1,114,293)
Limited Partners' Net
   Income (Loss)
   per Unit                      8.50            11.15           4.82     (      2.53)   (      9.33)
Limited Partners' Cash
   Distributions per
   Unit                         13.96            10.93           2.50            5.95           7.80
Total Assets                1,336,030        2,017,325      2,001,438       1,817,470      2,873,056
Partners' Capital
   (Deficit):
   Limited Partners         1,318,015        1,982,360      1,956,255       1,672,073      2,707,822
   General Partner        (    93,950)     (    79,337)   (    91,045)    (    99,974)   (    85,608)
Number of Units
   Outstanding                121,925          121,925        121,925         121,925        121,925


</TABLE>

                                      -36-
<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  Partnerships'  revenues,
net income or loss, cash flows,  carrying value of oil and gas  properties,  and
amount of oil and gas which can be economically  produced  depend  substantially
upon the prevailing prices for oil and gas. Oil and gas prices (and consequently
the Partnerships'  profitability) depend on a number of factors which are beyond
the control of the  Partnerships.  These  factors  include  worldwide  political
instability  and terrorist  activities  (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),  the level of domestic oil and gas production,  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



                                      -37-
<PAGE>



factors on future oil and gas industry trends cannot be accurately  predicted or
anticipated.   In  addition,  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.  Predicting future prices
is not possible. Concerning past trends, oil and gas prices in the United States
have been highly volatile for many years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf  range.  Due to  unusual  supply  and  demand
circumstances  gas  prices in late 2000 and early  2001 rose to a level not seen
since the early 1980s.  Recent economic trends and the supply/demand  ratio have
caused  natural gas prices to decline  significantly.  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 by pipelines.  Spot prices for the
Partnerships'  gas decreased  from  approximately  $6.03 per Mcf at December 31,
2000 to approximately $2.65 per Mcf at December 31, 2001. 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.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
The current oil price range  between the mid teens and low  twenties is somewhat
dependent  on  production  curtailment  agreements  among  major  oil  producing
nations.  Prices for the Partnerships' oil decreased from  approximately  $27.52
per barrel at December 31, 2000 to  approximately  $16.75 per barrel at December
31, 2001.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed  above, it is impossible to accurately  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



                                      -38-
<PAGE>



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 the operator or purchasers of the production, (iv) ownership adjustments
in accordance with  agreements  governing the operation or ownership of the well
(such as  adjustments  that occur at  payout),  and (v)  completion  of enhanced
recovery projects which increase  production for the well. Many of these factors
are very  significant  as related  to a single  well or as related to many wells
over a short period of time. However,  due to the large number of wells owned by
the  Partnerships,  these  factors are generally not material as compared to the
normal 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, 2001 as compared to the year ended  December 31, 2000,  and for the
year ended December 31, 2000 as compared to the year ended December 31, 1999.





                                      -39-
<PAGE>





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

                     Year Ended December 31, 2001 Compared
                        to Year Ended December 31, 2000
                     -------------------------------------

      Total oil and gas sales increased  $1,313,902  (32.0%) in 2001 as compared
to  2000.   Of  this   increase,   approximately   (i)  $951,000  and  $441,000,
respectively,  were related to increases in volumes of oil and gas sold and (ii)
$297,000  was related to an increase  in the  average  price of gas sold.  These
increases were partially offset by a decrease of approximately  $375,000 related
to a  decrease  in the  average  price of oil sold.  Volumes of oil and gas sold
increased 32,612 barrels and 112,712 Mcf,  respectively,  in 2001 as compared to
2000.  The  increase  in  volumes  of oil sold was  primarily  due to  increased
production on several wells due to the  successful  recompletion  of those wells
during  2001.  The  increase in volumes of gas sold was  primarily  due to (i) a
successful  completion  of a  new  well  during  mid  2000  and  (ii)  increased
production on two other significant wells due to the successful  recompletion of
those wells  during 2001.  Average oil prices  decreased to $24.61 per barrel in
2001 from $29.15 per barrel in 2000.  Average gas prices  increased to $4.29 per
Mcf in 2001 from $3.91 per Mcf in 2000.


      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $166,879 (19.6%) in 2001 as compared to 2000. This
increase  was  primarily  due to (i) an  increase  in lease  operating  expenses
associated  with  the  increases  in  volumes  of oil and gas  sold  and (ii) an
increase in production  taxes associated with the increase in oil and gas sales.
These  increases were partially  offset by workover  expenses  incurred on three
significant  wells during  2000.  As a  percentage  of oil and gas sales,  these
expenses decreased to 18.8% in 2001 from 20.8% in 2000.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $241,519  (86.9%) in 2001 as  compared  to 2000.  This  increase  was
primarily due to (i) two  significant  wells being fully depleted in 2001 due to
the lack of remaining  economically  recoverable reserves and (ii) the increases
in volumes of oil and gas sold.  These increases were partially offset by upward
revisions in the  estimates of remaining oil reserves at December 31, 2001. As a
percentage  of oil and gas sales,  this  expense  increased to 9.6% in 2001 from
6.8% in 2000. This percentage  increase was primarily due to the dollar increase
in depreciation, depletion, and amortization.

     General and  administrative  expenses  decreased  $5,501  (1.8%) in 2001 as
compared to 2000. As a percentage of oil and gas



                                      -40-
<PAGE>



sales,  these  expenses  decreased  to 5.7%  in 2001  from  7.6% in  2000.  This
percentage decrease was primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2001 totaling $31,603,701 or 119.72% of Limited Partner's capital contributions.


                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                     -------------------------------------

      Total oil and gas sales increased  $2,039,280  (98.4%) in 2000 as compared
to 1999. Of this increase, approximately $610,000 and $1,161,000,  respectively,
were  related  to  increases  in the  average  prices  of oil and gas  sold  and
approximately  $239,000  was  related  to an  increase  in  volumes of oil sold.
Volumes  of  oil  and  gas  sold  increased   14,124  barrels  and  13,268  Mcf,
respectively,  in 2000 as compared to 1999.  The increase in volumes of oil sold
was primarily due to increased production in 2000 on three significant wells due
to  successful  workovers.  Average oil and gas prices  increased  to $29.15 per
barrel and $3.91 per Mcf, respectively, in 2000 from $16.93 per barrel and $2.20
per Mcf, respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $267,454 (45.7%) in 2000 as compared to 1999. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales and (ii)  workover  expenses  incurred on
three significant wells during 2000. As a percentage of oil and gas sales, these
expenses decreased to 20.8% in 2000 from 28.3% in 1999. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $136,279  (32.9%) in 2000 as  compared  to 1999.  This  decrease  was
primarily due to significant  upward revisions in estimates of remaining oil and
gas reserves at December 31, 2000,  which  decrease was partially  offset by the
increases in volumes of oil and gas sold.  As a percentage of oil and gas sales,
this  expense  decreased  to 6.8% in 2000 from  20.0% in 1999.  This  percentage
decrease was primarily due to the increases in the average prices of oil and gas
sold and the dollar decrease in depreciation, depletion and amortization.

      General and administrative  expenses remained  relatively constant in 2000
as  compared  to 1999.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 7.6% in 2000 from  15.0% in 1999.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.



                                      -41-
<PAGE>




      The III-A  Partnership  achieved payout during the second quarter of 2000.
After payout,  operations and revenues for the III-A  Partnership  are allocated
using after payout  percentages.  After payout  percentages  allocate  operating
income and expenses 10% to the General Partner and 90% to the Limited  Partners.
Before  payout,  operating  income and expenses were allocated 5% to the General
Partner and 95% to the Limited Partners.


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

                     Year Ended December 31, 2001 Compared
                        to Year Ended December 31, 2000
                     -------------------------------------

      Total oil and gas sales increased  $684,025 (27.8%) in 2001 as compared to
2000. Of this increase,  approximately (i) $538,000 and $288,000,  respectively,
were related to  increases in volumes of oil and gas sold and (ii)  $124,000 was
related to an increase in the average price of gas sold.  These  increases  were
partially offset by a decrease of  approximately  $266,000 related to a decrease
in the average price of oil sold.  Volumes of oil and gas sold increased  18,421
barrels and 73,646 Mcf, respectively,  in 2001 as compared to 2000. The increase
in volumes of oil sold was  primarily  due to  increased  production  on several
wells  due to the  successful  recompletion  of those  wells  during  2001.  The
increase in volumes of gas sold was primarily due to (i) a successful completion
of a new  well  during  mid  2000 and (ii)  increased  production  on two  other
significant wells due to the successful recompletion of those wells during 2001.
Average oil prices decreased to $24.72 per barrel in 2001 from $29.23 per barrel
in 2000.  Average gas prices  increased  to $4.22 per Mcf in 2001 from $3.91 per
Mcf in 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $105,465 (20.1%) in 2001 as compared to 2000. This
increase  was  primarily  due to (i) an  increase  in lease  operating  expenses
associated  with  the  increases  in  volumes  of oil and gas  sold  and (ii) an
increase in production  taxes associated with the increase in oil and gas sales.
These  increases were partially  offset by workover  expenses  incurred on three
significant  wells during  2000.  As a  percentage  of oil and gas sales,  these
expenses decreased to 20.0% in 2001 from 21.3% in 2000.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $157,596  (100.5%)  in 2001 as compared to 2000.  This  increase  was
primarily due to the (i) two significant  wells being fully depleted in 2001 due
to the  lack  of  remaining  economically  recoverable  reserves  and  (ii)  the
increases in volumes of oil and gas sold.  As a percentage of oil and gas sales,
this  expense  increased  to 10.0% in 2001  from 6.4% in 2000.  This  percentage
increase was primarily due to the dollar increase



                                      -42-
<PAGE>


in depreciation, depletion, and amortization.

      General and  administrative  expenses  increased  $4,514 (2.7%) in 2001 as
compared  to  2000.  As a  percentage  of oil and  gas  sales,  this  percentage
decreased  to 5.4% in 2001  from  6.7% in 2000.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2001 totaling $18,126,353 or 131.03% of Limited Partners' capital contributions.


                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                     -------------------------------------

      Total oil and gas sales increased  $1,202,703  (95.5%) in 2000 as compared
to 1999. Of this increase,  approximately  $464,000 and $557,000,  respectively,
were  related  to  increases  in the  average  prices  of oil and gas  sold  and
approximately  $122,000  was  related  to an  increase  in  volumes of oil sold.
Volumes  of  oil  and  gas  sold   increased   6,868  barrels  and  26,858  Mcf,
respectively,  in 2000 as compared to 1999.  The increase in volumes of oil sold
was primarily due to increased production in 2000 on three significant wells due
to  successful  workovers.  Average oil and gas prices  increased  to $29.23 per
barrel and $3.91 per Mcf, respectively, in 2000 from $17.78 per barrel and $2.20
per Mcf, respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $178,362 (51.4%) in 2000 as compared to 1999. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales and (ii)  workover  expenses  incurred on
three significant wells during 2000. As a percentage of oil and gas sales, these
expenses decreased to 21.3% in 2000 from 27.5% in 1999. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $69,877  (30.8%)  in 2000 as  compared  to 1999.  This  decrease  was
primarily due to significant  upward revisions in estimates of remaining oil and
gas reserves at December 31, 2000,  which  decrease was partially  offset by the
increases in volumes of oil and gas sold.  As a percentage of oil and gas sales,
this  expense  decreased  to 6.4% in 2000 from  18.0% in 1999.  This  percentage
decrease was primarily due to the increases in the average prices of oil and gas
sold and the dollar decrease in depreciation, depletion and amortization.

      General and  administrative  expenses  increased  $2,292 (1.4%) in 2000 as
compared to 1999. As a percentage of oil and gas sales, these expenses decreased
to 6.7% in 2000 from 13.0% in



                                      -43-
<PAGE>



1999. This percentage  decrease was primarily due to the increase in oil and gas
sales.


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

                     Year Ended December 31, 2001 Compared
                        to Year Ended December 31, 2000
                     -------------------------------------

      Total oil and gas sales  increased  $220,684 (5.3%) in 2001 as compared to
2000. Of this increase, approximately $623,000 was related to an increase in the
average price of gas sold.  This  increase was partially  offset by decreases of
approximately (i) $131,000 and $212,000,  respectively,  related to decreases in
volumes  of oil and gas sold and  (ii)  $59,000  related  to a  decrease  in the
average price of oil sold.  Volumes of oil and gas sold decreased  4,458 barrels
and 58,928  Mcf,  respectively,  in 2001 as compared  to 2000.  The  decrease in
volumes of oil sold was primarily due to normal declines in production.  Average
oil prices  decreased  to $25.53  per  barrel in 2001 from  $29.44 per barrel in
2000.  Average gas prices  increased to $4.26 per Mcf in 2001 from $3.60 per Mcf
in 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production taxes) remained relatively constant in 2001 as compared to 2000. As a
percentage of oil and gas sales,  these expenses decreased to 22.4% in 2001 from
23.6% in 2000.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $86,073  (30.2%)  in 2001 as  compared  to 2000.  This  increase  was
primarily due to two  significant  wells being fully depleted in 2001 due to the
lack of remaining economically recoverable reserves. This increase was partially
offset by a decrease in volumes of oil and gas sold.  As a percentage of oil and
gas  sales,  this  expense  increased  to 8.5% in 2001 from  6.9% in 2000.  This
percentage  increase was primarily due to the dollar  increase in  depreciation,
depletion, and amortization.

      General and  administrative  expenses  decreased  $3,971 (1.4%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses decreased
to 6.6% in 2001 from 7.0% in 2000.

      The III-C  Partnership  achieved payout during the fourth quarter of 2001.
After payout,  operations and revenues for the III-C  Partnership  have been and
will be allocated  using after  payout  percentages.  After  payout  percentages
allocate operating income and expenses 10% to the General Partner and 90% to the
Limited Partners. Before payout, operating income and expenses were allocated 5%
to the General Partner and 95% to the Limited Partners.




                                      -44-
<PAGE>



The Limited Partners have received cash distributions  through December 31, 2001
totaling $24,505,795 or 100.21% of Limited Partners' capital contributions.


                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                     -------------------------------------

      Total oil and gas sales increased  $1,703,607  (69.6%) in 2000 as compared
to 1999. Of this increase, approximately $224,000 and $1,566,000,  respectively,
were related to increases in the average prices of oil and gas sold.  Volumes of
oil and gas sold decreased 4,500 barrels and 2,904 Mcf, respectively, in 2000 as
compared  to 1999.  The  decrease  in volumes of oil sold was  primarily  due to
normal declines in production. The decrease in volumes of gas sold was primarily
due to normal declines in production, which decrease was substantially offset by
(i) positive  prior period  volume  adjustments  made by the  purchasers  on two
significant wells in 2000 and (ii) increased  production on another  significant
well  during  2000 due to a  successful  workover.  Average  oil and gas  prices
increased  to $29.44 per barrel  and $3.60 per Mcf,  respectively,  in 2000 from
$17.90 per barrel and $2.02 per Mcf, respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $427,794 (77.6%) in 2000 as compared to 1999. This
increase  was  primarily  due to (i) a positive  prior  period  lease  operating
expense  adjustment  on one  significant  well during 2000,  (ii) an increase in
production  taxes associated with the increase in oil and gas sales, and (iii) a
negative prior period lease operating expense adjustment on one significant well
during 1999. As a percentage of oil and gas sales,  these expenses  increased to
23.6% in 2000 from 22.5% in 1999.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $206,746  (42.0%) in 2000 as  compared  to 1999.  This  decrease  was
primarily  due to  significant  upward  revisions in estimates of remaining  gas
reserves  at December  31,  2000.  As a  percentage  of oil and gas sales,  this
expense  decreased to 6.9% in 2000 from 20.1% in 1999. This percentage  decrease
was primarily due to the increases in the average prices of oil and gas sold and
the dollar decrease in depreciation, depletion, and amortization.

      General and administrative  expenses remained  relatively constant in 2000
as  compared  to 1999.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 7.0% in 2000 from  11.8% in 1999.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.




                                      -45-
<PAGE>




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

                     Year Ended December 31, 2001 Compared
                        to Year Ended December 31, 2000
                     -------------------------------------

      Total oil and gas sales  decreased  $182,832 (5.9%) in 2001 as compared to
2000. Of this decrease,  approximately $102,000 and $242,000, respectively, were
related to decreases in volumes of oil and gas sold and  approximately  $126,000
was related to a decrease in the average price of oil sold. These decreases were
partially offset by an increase of approximately $287,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold  decreased  3,818
barrels and 67,453 Mcf, respectively, in 2001 as compared to 2000. The decreases
in  volumes  of oil and gas  sold  were  primarily  due to  normal  declines  in
production.  Average  oil  prices  decreased  to $22.13  per barrel in 2001 from
$26.70 per barrel in 2000. Average gas prices increased to $4.10 per Mcf in 2001
from $3.59 per Mcf in 2000.

      The III-D  Partnership sold certain oil and gas properties during 2001 and
recognized a $7,258 gain on such sales.  Sales of oil and gas properties  during
2000 resulted in the III-D Partnership recognizing similar gains of $203,942.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $19,108  (2.1%) in 2001 as compared to 2000. As a
percentage of oil and gas sales,  these expenses increased to 31.4% in 2001 from
28.9% in 2000.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $140,534  (52.8%) in 2001 as  compared  to 2000.  This  decrease  was
primarily due to (i) one  significant  well being fully  depleted in 2000 due to
the lack of remaining  economically  recoverable reserves and (ii) the decreases
in  volumes of oil and gas sold.  As a  percentage  of oil and gas  sales,  this
expense  decreased to 4.3% in 2001 from 8.6% in 2000. This  percentage  decrease
was  primarily  due to the  dollar  decrease  in  depreciation,  depletion,  and
amortization.

      General and  administrative  expenses  increased  $5,056 (3.2%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 5.6% in 2001 from 5.1% in 2000.

      The III-D  Partnership  achieved  payout during the third quarter of 2001.
After payout,  operations and revenues for the III-D  Partnership  have been and
will be allocated  using after  payout  percentages.  After  payout  percentages
allocate operating income and expenses 10% to the General Partner and 90% to the
Limited Partners. Before payout, operating income and expenses were allocated 5%
to the General Partner and 95% to the Limited Partners.



                                      -46-
<PAGE>



      The Limited Partners have received cash distributions through December 31,
2001  totaling   $13,568,669  or  103.57%  of  the  Limited   Partners'  capital
contributions.


                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                     -------------------------------------

      Total oil and gas sales increased  $1,087,948  (54.2%) in 2000 as compared
to 1999. Of this increase,  approximately  $350,000 and $989,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases were partially offset by a decrease of approximately  $177,000 related
to a  decrease  in volumes  of gas sold.  Volumes of oil and gas sold  decreased
4,760  barrels and 87,687 Mcf,  respectively,  in 2000 as compared to 1999.  The
decreases  in  volumes  of oil and gas sold  were  primarily  due to (i)  normal
declines in  production  and (ii) the sale of several  wells  during early 2000.
Average  oil and gas  prices  increased  to $26.70 per barrel and $3.59 per Mcf,
respectively, in 2000 from $15.56 per barrel and $2.02 per Mcf, respectively, in
1999.

      The III-D  Partnership sold certain oil and gas properties during 2000 and
recognized a $203,942 gain on such sales. Sales of oil and gas properties during
1999 resulted in the III-D Partnership recognizing a loss of $16.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $191,512 (27.2%) in 2000 as compared to 1999. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales,  (ii) workover  expenses incurred on two
significant wells during 2000, and (iii) a positive prior period lease operating
expense  adjustment on another  significant well during 2000. As a percentage of
oil and gas sales, these expenses decreased to 28.9% in 2000 from 35.1% in 1999.
This  percentage  decrease  was  primarily  due to the  increases in the average
prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $35,335  (15.3%)  in 2000 as  compared  to 1999.  This  increase  was
primarily due to one  significant  well being fully  depleted in 2000 due to the
lack  of  remaining  economically   recoverable  reserves,  which  increase  was
partially  offset  by the  decreases  in  volumes  of oil  and  gas  sold.  As a
percentage  of oil and gas sales,  this  expense  decreased to 8.6% in 2000 from
11.5% in 1999.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $2,029 (1.3%) in 2000 as
compared to 1999. As a percentage of oil and gas sales, these expenses decreased
to 5.1% in 2000 from 7.8% in



                                      -47-
<PAGE>



1999. This percentage  decrease was primarily due to the increase in oil and gas
sales.

      The Limited Partners have received cash distributions through December 31,
2000 totaling $11,031,669 or 84.21% of Limited Partners' capital contributions.


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

                     Year Ended December 31, 2001 Compared
                        to Year Ended December 31, 2000
                     -------------------------------------

      Total oil and gas sales decreased  $2,238,482  (21.4%) in 2001 as compared
to  2000.  Of  this  decrease,   approximately   (i)  $559,000  and  $1,110,000,
respectively,  were related to decreases in volumes of oil and gas sold and (ii)
$777,000 was related to a decrease in the average price of oil sold.  Volumes of
oil and gas sold decreased 21,319 barrels and 299,791 Mcf, respectively, in 2001
as compared to 2000.  The decrease in volumes of oil sold was  primarily  due to
(i) normal  declines in  production  and (ii) the sale of several  wells  during
early 2000.  The  decrease in volumes of gas sold was  primarily  due to (i) the
III-E Partnership  receiving an increased percentage of sales on one significant
well during 2000,  (ii) the sale of several  wells during early 2000,  and (iii)
the  III-E  Partnership  receiving  a  reduced  percentage  of sales on  another
significant well during 2001 due to gas balancing. As of the date of this Annual
Report,  management  expects the gas  balancing  adjustment  to continue for the
foreseeable future, thereby continuing to contribute to a decrease in volumes of
gas sold.  Average oil prices decreased to $21.45 per barrel in 2001 from $26.23
per barrel in 2000.  Average gas prices  increased to $3.87 per Mcf in 2001 from
$3.70 per Mcf in 2000.

      As  discussed  in  Liquidity  and  Capital   Resources  below,  the  III-E
Partnership  sold certain oil and gas  properties  during 2001 and  recognized a
$55,511 gain on such sales. Sales of oil and gas properties during 2000 resulted
in a similar gain of $1,324,494.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $141,266 (3.9%) in 2001 as compared to 2000. This
decrease  was  primarily  due to (i) a  decrease  in  lease  operating  expenses
associated with the decreases in volumes of oil and gas sold and (ii) a decrease
in production  taxes  associated  with the decrease in oil and gas sales.  These
decreases  were  significantly  offset  by  workover  expenses  incurred  on two
significant  wells during  2001.  As a  percentage  of oil and gas sales,  these
expenses increased to 42.6% in 2001 from 34.9% in 2000. This percentage increase
was  primarily  due to the  decrease  in the  average  price of oil sold and the
workover expenses incurred.



                                      -48-
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $57,405  (14.1%)  in 2001 as  compared  to 2000.  This  decrease  was
primarily due to one  significant  well being fully depleted in late 2000 due to
the lack of remaining economically  recoverable reserves. As a percentage of oil
and gas sales,  this expense  increased to 4.3% in 2001 from 3.9% in 2000.  This
percentage  increase was  primarily  due to the decrease in the average price of
oil sold.

      General and  administrative  expenses  decreased $18,756 (3.8%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 5.8% in 2001 as  compared  to 4.8% in  2000.  This  percentage  increase  was
primarily due to the decrease in oil and gas sales.

      The III-E  Partnership  achieved  payout during the third quarter of 2001.
After payout,  operations and revenues for the III-E  Partnership  are allocated
using after payout  percentages.  After payout  percentages  allocate  operating
income and expenses 10% to the General Partner and 90% to the Limited  Partners.
Before  payout,  operating  income and expenses were allocated 5% to the General
Partner and 95% to the Limited Partners.

      The Limited Partners have received cash distributions through December 31,
2001 totaling $44,091,016 or 105.41% of Limited Partners' Capital contributions.


                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                     -------------------------------------

      Total oil and gas sales increased  $3,430,577  (48.7%) in 2000 as compared
to  1999.  Of  this   increase,   approximately   $2,003,000   and   $2,448,000,
respectively,  were related to  increases  in the average  prices of oil and gas
sold.  These  increases  were  partially  offset by a decrease of  approximately
$693,000  related to a decrease  in volumes of gas sold.  Volumes of oil and gas
sold decreased 21,321 barrels and 330,111 Mcf, respectively, in 2000 as compared
to 1999.  The decrease in volumes of oil sold was  primarily due to (i) the sale
of several wells during early 2000 and (ii) normal  declines in production.  The
decrease  in  volumes of gas sold was  primarily  due to (i) the sale of several
wells in early 2000, (ii) a positive prior period volume  adjustment made on one
well in 1999,  and (iii)  normal  declines  in  production.  Average oil and gas
prices increased to $26.23 per barrel and $3.70 per Mcf,  respectively,  in 2000
from $15.33 per barrel and $2.10 per Mcf, respectively, in 1999.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-E
Partnership  sold certain oil and gas  properties  during 2000 and  recognized a
$1,324,494 gain on such sales. No such gains were recognized during 1999.



                                      -49-
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $304,892 (7.7%) in 2000 as compared to 1999. This
decrease was  primarily  due to (i) the sale of several  wells in early 2000 and
(ii)  positive  prior period lease  operating  expense  adjustments  made on two
significant  wells during 1999.  These decreases were partially offset by (i) an
increase in production  taxes  associated with the increase in oil and gas sales
and (ii) workover expenses incurred on one significant well during 2000 in order
to improve the recovery of reserves. As a percentage of oil and gas sales, these
expenses decreased to 34.9% in 2000 from 56.2% in 1999. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $71,688  (15.0%)  in 2000 as  compared  to 1999.  This  decrease  was
primarily  due to upward  revisions in the  estimates  of remaining  oil and gas
reserves at  December  31,  2000.  This  decrease  was  partially  offset by one
significant  well  being  fully  depleted  in 2000 due to the lack of  remaining
economically  recoverable  reserves.  As a percentage of oil and gas sales, this
expense  decreased to 3.9% in 2000 from 6.8% in 1999. This  percentage  decrease
was primarily due to the increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2000
as  compared  to 1999.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 4.8% in 2000  from  7.0% in 1999.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2000 totaling $37,896,016 or 90.60% of Limited Partners' capital contributions.


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

                     Year Ended December 31, 2001 Compared
                        to Year Ended December 31, 2000
                     -------------------------------------

      Total oil and gas sales decreased  $503,021 (14.6%) in 2001 as compared to
2000. Of this decrease,  approximately (i) $471,000 and $111,000,  respectively,
were related to  decreases in volumes of oil and gas sold and (ii)  $168,000 was
related to a decrease in the average  price of oil sold.  These  decreases  were
partially offset by an increase of approximately $247,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold decreased  16,530
barrels and 33,041 Mcf, respectively,  in 2001 as compared to 2000. The decrease
in



                                      -50-
<PAGE>



volumes of oil sold was  primarily  due to the sale of several wells during 2000
and early 2001.  Average oil prices  decreased to $22.29 per barrel in 2001 from
$28.49 per barrel in 2000. Average gas prices increased to $3.75 per Mcf in 2001
from $3.35 per Mcf in 2000.

      As  discussed  in  Liquidity  and  Capital   Resources  below,  the  III-F
Partnership  sold certain oil and gas  properties  during 2001 and  recognized a
$338,452  gain on such  sales.  Sales  of oil and  gas  properties  during  2000
resulted in the III-F Partnership recognizing similar gains totaling $277,211.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $24,258  (2.8%) in 2001 as compared to 2000.  The
increase  in oil and gas  production  expenses  was  primarily  due to  workover
expenses  incurred on two  significant  wells  during  2001.  This  increase was
partially  offset by the sale of several  wells during 2000 and early 2001. As a
percentage of oil and gas sales,  these expenses increased to 30.4% in 2001 from
25.2% in 2000. This percentage increase was primarily due to the decrease in the
average price of oil sold and the workover expenses incurred.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $82,723  (24.0%)  in 2001 as  compared  to 2000.  This  decrease  was
primarily  due to (i) the  decreases in volumes of oil and gas sold and (ii) one
significant  well  being  fully  depleted  in 2000 due to the lack of  remaining
economically  recoverable  reserves.  As a percentage of oil and gas sales, this
expense  decreased to 8.9% in 2001 from 10.0% in 2000. This percentage  decrease
was primarily due to the increase in the average price of gas sold.

      General and administrative  expenses remained  relatively constant in 2001
as  compared  to 2000.  As a  percentage  of oil and gas sales,  these  expenses
increased  to 8.9% in 2001  from  7.7% in 2000.  This  percentage  increase  was
primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2001  totaling   $16,764,904  or  75.69%  of  the  Limited   Partners'   capital
contributions.


                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                     -------------------------------------

      Total oil and gas sales increased  $1,122,875  (48.5%) in 2000 as compared
to 1999. Of this increase,  approximately  $524,000 and $945,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases  were  partially  offset by  decreases of  approximately  $198,000 and
$149,000, respectively, related to decreases in volumes of oil



                                      -51-
<PAGE>



and gas sold.  Volumes of oil and gas sold  decreased  11,999 barrels and 77,999
Mcf,  respectively,  in 2000 as compared to 1999. The decrease in volumes of oil
sold was  primarily  due to (i) the sale of several  wells  during late 1999 and
early 2000 and (ii) normal  declines in  production.  The decrease in volumes of
gas sold was primarily due to (i) a negative prior period volume adjustment made
by the purchaser on one significant well during 2000 and (ii) normal declines in
production.  Average oil and gas prices increased to $28.49 per barrel and $3.35
per Mcf,  respectively,  in 2000  from  $16.48  per  barrel  and  $1.91 per Mcf,
respectively, in 1999.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-F
Partnership  sold certain oil and gas  properties  during 2000 and  recognized a
$277,211  gain on such  sales.  Sales  of oil and  gas  properties  during  1999
resulted in the III-F Partnership recognizing similar gains of $139,094.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $58,875  (6.4%) in 2000 as compared to 1999. As a
percentage of oil and gas sales,  these expenses decreased to 25.2% in 2000 from
40.0% in 1999.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $74,555  (17.8%)  in 2000 as  compared  to 1999.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward  revisions in the estimates of remaining oil and gas reserves at December
31, 2000.  These decreases were partially  offset by one significant  well being
fully  depleted in 2000 due to the lack of  remaining  economically  recoverable
reserves.  As a percentage of oil and gas sales, this expense decreased to 10.0%
in 2000 from 18.1% in 1999.  This  percentage  decrease was primarily due to the
increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2000
as  compared  to 1999.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 7.7% in 2000 from  11.3% in 1999.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.




                                      -52-
<PAGE>




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

                     Year Ended December 31, 2001 Compared
                        to Year Ended December 31, 2000
                     -------------------------------------

      Total oil and gas sales decreased  $350,332 (17.1%) in 2001 as compared to
2000. Of this decrease,  approximately (i) $323,000 was related to a decrease in
volumes of oil sold and (ii) $123,000 was related to the decrease in the average
price of oil sold.  These  decreases  were  partially  offset by an  increase of
approximately  $117,000 related to an increase in the average price of gas sold.
Volumes  of  oil  and  gas  sold   decreased   11,319  barrels  and  6,236  Mcf,
respectively,  in 2001 as compared to 2000.  The decrease in volumes of oil sold
was  primarily  due to the sale of several  wells  during  2000 and early  2001.
Average oil prices decreased to $22.55 per barrel in 2001 from $28.50 per barrel
in 2000.  Average gas prices  increased  to $3.77 per Mcf in 2001 from $3.42 per
Mcf in 2000.

      As  discussed  in  Liquidity  an  Capital   Resources   above,  the  III-G
Partnership  sold  certain  oil and gas  properties  in 2001  and  recognized  a
$220,939  gain on such  sales.  Sales  of oil and  gas  properties  during  2000
resulted in the III-G Partnership recognizing similar gains totaling $241,256.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) remained  relatively  constant in 2001 as compared to 2000. A
decrease in oil and gas  production  expenses  due to the sale of several  wells
during  2000 and  early  2001 was  substantially  offset  by  workover  expenses
incurred on two  significant  wells during 2001.  As a percentage of oil and gas
sales,  these  expenses  increased  to 32.2% in 2001  from  26.9% in 2000.  This
percentage  increase was  primarily  due to the decrease in the average price of
oil sold and the workover expenses incurred.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $30,963  (17.9%)  in 2001 as  compared  to 2000.  This  decrease  was
primarily  due to the  decreases in volumes of oil and gas sold. As a percentage
of oil and gas sales, this expense decreased to 8.3% in 2001 from 8.4% in 2000.

      General and  administrative  expenses  increased  $5,769 (3.9%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 8.9% in 2001 from 7.1% in 2000. This percentage increase was primarily due to
the decrease in oil and gas sales.



                                      -53-
<PAGE>




      The Limited Partners have received cash distributions through December 31,
2001   totaling   $9,185,287  or  75.34%  of  the  Limited   Partners'   capital
contributions.


                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                     -------------------------------------

      Total oil and gas sales increased  $610,690 (42.4%) in 2000 as compared to
1999. Of this increase,  approximately $386,000 and $506,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by decreases  of  approximately  $136,000 and  $145,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 8,279 barrels and 76,633 Mcf,  respectively,  in 2000
as compared to 1999.  The decrease in volumes of oil sold was  primarily  due to
(i) the sale of several  wells  during  late 1999 and early 2000 and (ii) normal
declines in production. The decrease in volumes of gas sold was primarily due to
(i) a positive  prior  period  volume  adjustment  made by the  purchaser on one
significant well during 1999 and (ii) normal declines in production. Average oil
and gas prices  increased to $28.50 per barrel and $3.42 per Mcf,  respectively,
in 2000 from $16.43 per barrel and $1.90 per Mcf, respectively, in 1999.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-G
Partnership  sold certain oil and gas  properties  during 2000 and  recognized a
$241,256  gain on such  sales.  Sales  of oil and  gas  properties  during  1999
resulted in the III-G Partnership recognizing similar gains of $124,908.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $41,671  (7.0%) in 2000 as compared to 1999. As a
percentage of oil and gas sales,  these expenses decreased to 26.9% in 2000 from
41.3% in 1999.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $34,228  (16.5%)  in 2000 as  compared  to 1999.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward  revisions in the estimates of remaining oil and gas reserves at December
31, 2000.  These decreases were partially  offset by one significant  well being
fully  depleted in 2000 due to the lack of  remaining  economically  recoverable
reserves.  As a percentage of oil and gas sales,  this expense decreased to 8.4%
in 2000 from 14.4% in 1999.  This  percentage  decrease was primarily due to the
increases in the average prices of oil and gas sold.

     General and administrative expenses increased (1.4%) in 2000 as compared to
1999. As a percentage of oil and gas sales,  these expenses decreased to 7.1% in
2000 from 10.0% in 1999. This



                                      -54-
<PAGE>



percentage decrease was primarily due to the increase in oil and gas sales.


      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 equivalent unit (one barrel or 6 Mcf of gas)
for 2001, 2000, and 1999.



                                      -55-
<PAGE>



                             2001 Compared to 2000
                             ---------------------

                             Average Sales Prices
----------------------------------------------------------------------------
P/ship            2001                       2000                % Change
------      -------------------        -----------------       -------------
              Oil         Gas            Oil       Gas
            ($/Bbl)     ($/Mcf)        ($/Bbl)   ($/Mcf)        Oil      Gas
            -------     -------        -------   -------       -----    ----
III-A       $24.61       $4.29          $29.15    $3.91        (16%)     10%
III-B        24.72        4.22           29.23     3.91        (15%)      8%
III-C        25.53        4.26           29.44     3.60        (13%)     18%
III-D        22.13        4.10           26.70     3.59        (17%)     14%
III-E        21.45        3.87           26.23     3.70        (18%)      5%
III-F        22.29        3.75           28.49     3.35        (22%)     12%
III-G        22.55        3.77           28.50     3.42        (21%)     10%


                              Production Volumes
----------------------------------------------------------------------------
P/ship             2001                       2000               % Change
------      ---------------------      -------------------     -------------
              Oil          Gas          Oil         Gas         Oil      Gas
            (Bbls)        (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
            -------     ---------      -------   ---------     ------   -----
III-A        82,520       791,697       49,908     678,985       65%     17%
III-B        58,965       400,249       40,544     326,603       45%     23%
III-C        14,973       935,377       19,431     994,305      (23%)   ( 6%)
III-D        27,570       561,664       31,388     629,117      (12%)   (11%)
III-E       162,557     1,226,795      183,876   1,526,586      (12%)   (20%)
III-F        27,090       621,792       43,620     654,833      (38%)   ( 5%)
III-G        20,694       326,795       32,013     333,031      (35%)   ( 2%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                  ----------------------------------------
                  P/ship      2001      2000      % Change
                  ------     -----     -----      --------
                  III-A      $4.76     $5.23         ( 9%)
                  III-B       5.02      5.53         ( 9%)
                  III-C       5.74      5.29           9%
                  III-D       7.55      6.57          15%
                  III-E       9.57      8.33          15%
                  III-F       6.82      5.68          20%
                  III-G       7.29      6.31          16%




                                      -56-
<PAGE>




                             2000 Compared to 1999
                             ---------------------

                             Average Sales Prices
----------------------------------------------------------------------------
P/ship            2000                        1999               % Change
------      -------------------        -----------------       -------------
              Oil         Gas            Oil       Gas
            ($/Bbl)     ($/Mcf)        ($/Bbl)   ($/Mcf)        Oil      Gas
            -------     -------        -------   -------       -----    ----
III-A        $29.15      $3.91         $16.93     $2.20          72%      78%
III-B         29.23       3.91          17.78      2.20          64%      78%
III-C         29.44       3.60          17.90      2.02          64%      78%
III-D         26.70       3.59          15.56      2.02          72%      78%
III-E         26.23       3.70          15.33      2.10          71%      76%
III-F         28.49       3.35          16.48      1.91          73%      75%
III-G         28.50       3.42          16.43      1.90          73%      80%


                              Production Volumes
-----------------------------------------------------------------------------
P/ship              2000                      1999               % Change
------      ---------------------      -------------------     --------------
              Oil          Gas          Oil         Gas         Oil      Gas
            (Bbls)        (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
            -------     ---------      -------   ---------     ------   -----
III-A        49,908       678,985       35,784     665,717      39%       2%
III-B        40,544       326,603       33,676     299,745      20%       9%
III-C        19,431       994,305       23,931     997,209     (19%)      -
III-D        31,388       629,117       36,148     716,804     (13%)    (12%)
III-E       183,876     1,526,586      205,197   1,856,697     (10%)    (18%)
III-F        43,620       654,833       55,619     732,832     (22%)    (11%)
III-G        32,013       333,031       40,292     409,664     (21%)    (19%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                  ----------------------------------------
                  P/ship      2000      1999      % Change
                  ------     -----     -----      --------
                  III-A      $5.23     $3.99         31%
                  III-B       5.53      4.15         33%
                  III-C       5.29      2.90         82%
                  III-D       6.57      4.52         45%
                  III-E       8.33      7.69          8%
                  III-F       5.68      5.21          9%
                  III-G       6.31      5.47         15%




                                      -57-
<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, where methods are employed to permit more efficient recovery
of  reserves,  or  where  identified   developmental  drilling  or  recompletion
opportunities  are pursued,  thereby  resulting in a positive  economic  impact.
Assuming 2001  production  levels for future  years,  the  Partnerships'  proved
reserve  quantities  at  December  31, 2001 would have the  following  remaining
lives:

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

                     III-A               5.1             2.3
                     III-B               4.6             2.3
                     III-C               5.5             5.7
                     III-D               5.2             7.2
                     III-E               7.2             6.9
                     III-F               7.4             7.9
                     III-G               7.6             8.8

These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.

      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 2001, 2000,
and  1999.  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 2001,  2000,  and
1999, were as follows:



                                      -58-
<PAGE>




      Partnership           2001            2000           1999
      -----------         ---------      ----------      --------
        III-A             $   7,352      $   38,743      $  9,479
        III-B                 3,105          13,342           515
        III-C                52,664          71,917         9,048
        III-D                 7,258         206,940          -
        III-E                55,511       1,352,609        13,825
        III-F               344,043         349,431       232,143
        III-G               222,333         247,866       153,574


      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.

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements") the Partnerships were scheduled to terminate on
the dates  indicated in the "Initial  Termination  Date" column of the following
chart. 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 has extended the terms of the III-D, III-E, III-F and III-G Partnerships
for the  first  two-year  extension  period,  and the  III-A,  III-B,  and III-C
Partnerships  for  the  second  two-year   extension  period.   Therefore,   the
Partnerships are currently  scheduled to terminate on the dates indicated in the
"Current Termination Date" column of the following chart.



                                      -59-
<PAGE>




                         Initial          Extensions         Current
   Partnership       Termination Date      Exercised      Termination Date
   -----------      ------------------     ---------     -----------------
     III-A          November 22, 1999           2        November 22, 2003
     III-B          January 24, 2000            2        January  24, 2004
     III-C          February 28, 2000           2        February 28, 2004
     III-D          September 5, 2000           1        September 5, 2002
     III-E          December 26, 2000           1        December 26, 2002
     III-F          March 7, 2001               1        March 7, 2003
     III-G          September 20, 2001          1        September 20, 2003


      New Accounting Pronouncements

      Below is a brief  description of Financial  Accounting  Standards  ("FAS")
recently issued by the Financial  Accounting  Standards Board ("FASB") which may
have an impact on the  Partnerships'  future results of operations and financial
position.

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived  assets (mainly plugging and abandonment  costs for the Partnerships'
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  has not yet  determined  the effect of
adopting this statement on the Partnerships'  financial  condition or results of
operations.

      In  August  2001,  the  FASB  issued  FAS  No.  144,  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets",  which is effective  for fiscal
years beginning after December 15, 2001 (January 1, 2002 for the  Partnerships).
This  statement  supersedes  FAS  No.  121  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships,  are essentially the same as
FAS No.  121 and thus  are not  expected  to have a  significant  effect  on the
Partnerships financial condition or results of operations.


      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
2001. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as



                                      -60-
<PAGE>



inflation. See "Item 2. Properties - Oil and Gas Production,  Revenue, and Price
History."


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          49     President and Director

      Judy K. Fox              50     Secretary

The director will hold office until the next annual meeting of  shareholders  of
Geodyne  or 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
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,



                                      -61-
<PAGE>



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 2001 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.  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  amount of general  and  administrative
expense allocated to the General Partner and its affiliates which was charged to
each  Partnership  during 2001, 2000, and 1999, 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.




                                      -62-
<PAGE>




            Partnership         2001          2000         1999
            -----------       --------      --------     --------

               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

      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  based on the  allocation  method
described above. 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 2001, 2000, and 1999:



                                      -63-
<PAGE>
<TABLE>
<CAPTION>



                                           Salary Reimbursements

                                            III-A Partnership
                                            -----------------
                                    Three Years Ended December 31, 2001

                                                              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>
Dennis R. Neill,
President(1)         1999    -          -         -         -            -           -         -
                     2000    -          -         -         -            -           -         -
                     2001    -          -         -         -            -           -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1999  $169,724     -         -         -            -           -         -
                     2000  $164,917     -         -         -            -           -         -
                     2001  $154,275     -         -         -            -           -         -

----------
(1)   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. Neill.
(2)   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>


                                      -64-
<PAGE>

<TABLE>
<CAPTION>


                                         Salary Reimbursements

                                            III-B Partnership
                                            -----------------
                                   Three Years Ended December 31, 2001

                                                              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>
Dennis R. Neill,
President(1)         1999      -         -         -        -            -           -         -
                     2000      -         -         -        -            -           -         -
                     2001      -         -         -        -            -           -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1999    $88,945     -         -        -            -           -         -
                     2000    $86,425     -         -        -            -           -         -
                     2001    $80,848     -         -        -            -           -         -

----------
(1)   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. Neill.
(2)   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>
                                      -65-
<PAGE>

<TABLE>
<CAPTION>


                                          Salary Reimbursements

                                            III-C Partnership
                                            -----------------
                                   Three Years Ended December 31, 2001

                                                                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>
Dennis R. Neill,
President(1)         1999      -         -         -          -           -          -         -
                     2000      -         -         -          -           -          -         -
                     2001      -         -         -          -           -          -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1999    $157,227    -         -          -           -          -         -
                     2000    $152,774    -         -          -           -          -         -
                     2001    $142,915    -         -          -           -          -         -

----------
(1)   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. Neill.
(2)   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>

                                      -66-
<PAGE>

<TABLE>
<CAPTION>


                                          Salary Reimbursements

                                            III-D Partnership
                                            -----------------
                                   Three Years Ended December 31, 2001

                                                              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>
Dennis R. Neill,
President(1)         1999    -          -         -         -            -           -         -
                     2000    -          -         -         -            -           -         -
                     2001    -          -         -         -            -           -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1999  $84,232      -         -         -            -           -         -
                     2000  $81,846      -         -         -            -           -         -
                     2001  $76,564      -         -         -            -           -         -

----------
(1)   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. Neill.
(2)   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>

                                      -67-
<PAGE>

<TABLE>
<CAPTION>

                                         Salary Reimbursements

                                            III-E Partnership
                                            -----------------
                                   Three Years Ended December 31, 2001

                                                             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>
Dennis R. Neill,
President(1)         1999    -          -         -        -            -            -         -
                     2000    -          -         -        -            -            -         -
                     2001    -          -         -        -            -            -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1999  $268,923     -         -        -            -            -         -
                     2000  $261,306     -         -        -            -            -         -
                     2001  $244,443     -         -        -            -            -         -

----------
(1)   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. Neill.
(2)   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>


                                      -68-
<PAGE>
<TABLE>
<CAPTION>

                                         Salary Reimbursements

                                            III-F Partnership
                                            -----------------
                                   Three Years Ended December 31, 2001

                                                                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>
Dennis R. Neill,
President(1)         1999    -          -         -         -            -           -         -
                     2000    -          -         -         -            -           -         -
                     2001    -          -         -         -            -           -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1999  $142,399     -         -         -            -           -         -
                     2000  $138,366     -         -         -            -           -         -
                     2001  $129,437     -         -         -            -           -         -

----------
(1)   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. Neill.
(2)   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>

                                      -69-
<PAGE>
<TABLE>
<CAPTION>



                                         Salary Reimbursements

                                            III-G Partnership
                                            -----------------
                                    Three Years Ended December 31, 2001

                                                               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>
Dennis R. Neill,
President(1)         1999    -          -         -         -            -           -         -
                     2000    -          -         -         -            -           -         -
                     2001    -          -         -         -            -           -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1999  $78,390      -         -         -            -           -         -
                     2000  $76,170      -         -         -            -           -         -
                     2001  $71,254      -         -         -            -           -         -

----------
(1)   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. Neill.
(2)   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>


                                      -70-
<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, 2002 by (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                            50,534     (19.1%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  50,534     (19.1%)




                                      -71-
<PAGE>



III-B Partnership:
-----------------
   Samson Resources Company                           26,843      (19.4%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 26,843      (19.4%)

III-C Partnership:
-----------------
   Samson Resources Company                           51,969      (21.3%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 51,969      (21.3%)

III-D Partnership:
-----------------
   Samson Resources Company                           29,831      (22.8%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 29,831      (22.8%)

III-E Partnership:
-----------------
   Samson Resources Company                           98,760      (23.6%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 98,760      (23.6%)

III-F Partnership:
-----------------
   Samson Resources Company                           53,327      (24.1%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 53,327      (24.1%)

III-G Partnership:
-----------------
   Samson Resources Company                           29,186      (23.9%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 29,186      (23.9%)




                                      -72-
<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.




                                      -73-
<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, 2001 and 2000 and for each of the three years in
            the period ended December 31, 2001 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:

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

4.1         Agreement of Limited Partnership dated November 17, 1989 for Geodyne
            Energy  Income  Limited  Partnership  III-A  filed as Exhibit 4.1 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31, 1999,  filed with the SEC on February  25,  2000,  and is hereby
            incorporated by reference.

*4.2        Certificate  of  Limited  Partnership  dated  January  24,  1990 for
            Geodyne Energy Income Limited Partnership III-A.

 4.3        First  Amendment  to  Certificate  of Limited  Partnership and First
            Amendment  to  Agreement  of  Limited Partnership dated February 24,
            1993 for Geodyne Energy Income



                                      -74-
<PAGE>



            Limited  Partnership  III-A  filed as  Exhibit  4.5 to  Registrant's
            Annual  Report on Form 10-K for the year ended  December  31,  1999,
            filed with the SEC on February 25, 2000, and is hereby  incorporated
            by reference.

 4.4        Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne  Energy Income Limited  Partnership  III-A filed as
            Exhibit 4.8 to Registrant's  Annual Report on Form 10-K for the year
            ended  December 31,  1999,  filed with the SEC on February 25, 2000,
            and is hereby incorporated by reference.

*4.5        Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for Geodyne Energy Income Limited Partnership III-A.

 4.6        Third Amendment to Agreement of Limited Partnership dated August 31,
            1995 for Geodyne  Energy Income Limited  Partnership  III-A filed as
            Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year
            ended  December 31,  1999,  filed with the SEC on February 25, 2000,
            and is hereby incorporated by reference.

 4.7        Fourth Amendment to Agreement of Limited  Partnership  dated July 1,
            1996 for Geodyne  Energy Income Limited  Partnership  III-A filed as
            Exhibit 4.22 to Registrant's Annual Report on Form 10-K for the year
            ended  December 31,  1999,  filed with the SEC on February 25, 2000,
            and is hereby incorporated by reference.

 4.8        Fifth Amendment to Agreement of Limited  Partnership  dated November
            15, 1999 for Geodyne Energy Income Limited  Partnership  III-A filed
            as Exhibit 4.25 to  Registrant's  Annual Report on Form 10-K for the
            year ended  December  31,  1999,  filed with the SEC on February 25,
            2000, and is hereby incorporated by reference.

*4.9        Sixth  Amendment  to  Agreement  of  Limited  Partnership  dated
            November 14, 2001, for the Geodyne Energy Income Limited Partnership
            III-A.


 4.10       Agreement of Limited  Partnership dated January 24, 1990 for Geodyne
            Energy  Income  Limited  Partnership  III-B  filed as Exhibit 4.2 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31, 1999,  filed with the SEC on February  25,  2000,  and is hereby
            incorporated by reference.

*4.11       Certificate  of  Limited   Partnership  dated  January 24,  1990 for
            Geodyne  Energy Income  Limited Partnership III-B.



                                      -75-
<PAGE>



 4.12       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment  to Agreement of Limited  Partnership  dated  February 24,
            1993 for Geodyne  Energy Income Limited  Partnership  III-B filed as
            Exhibit 4.6 to Registrant's  Annual Report on Form 10-K for the year
            ended  December 31,  1999,  filed with the SEC on February 25, 2000,
            and is hereby incorporated by reference.

 4.13       Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne  Energy Income Limited  Partnership  III-B filed as
            Exhibit 4.9 to Registrant's  Annual Report on Form 10-K for the year
            ended  December 31,  1999,  filed with the SEC on February 25, 2000,
            and is hereby incorporated by reference.

 4.14       Third Amendment to Agreement of Limited Partnership dated August 31,
            1995 for Geodyne  Energy Income Limited  Partnership  III-B filed as
            Exhibit 4.16 to Registrant's Annual Report on Form 10-K for the year
            ended  December 31,  1999,  filed with the SEC on February 25, 2000,
            and is hereby incorporated by reference.

*4.15       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for Geodyne Energy Income Limited Partnership III-B.

 4.16       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,
            1996 for Geodyne  Energy Income Limited  Partnership  III-B filed as
            Exhibit 4.23 to Registrant's Annual Report on Form 10-K for the year
            ended  December 31,  1999,  filed with the SEC on February 25, 2000,
            and is hereby incorporated by reference.

 4.17       Fifth Amendment to Agreement of Limited  Partnership  dated December
            30, 1999 for Geodyne Energy Income Limited  Partnership  III-B filed
            as Exhibit 4.26 to  Registrant's  Annual Report on Form 10-K for the
            year ended  December  31,  1999,  filed with the SEC on February 25,
            2000, and is hereby incorporated by reference.

*4.18       Sixth Amendment to Agreement of Limited  Partnership  dated November
            14, 2001, for the Geodyne Energy Income Limited Partnership III-B.


 4.19       Agreement of Limited Partnership dated February 26, 1990 for Geodyne
            Energy  Income  Limited  Partnership  III-C  filed as Exhibit 4.3 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31, 1999,  filed with the SEC on February  25,  2000,  and is hereby
            incorporated by reference.




                                      -76-
<PAGE>



*4.20       Certificate  of Limited  Partnership  dated  February  26,  1990 for
            Geodyne  Energy  Income  Limited Partnership III-C.

 4.21       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment  to Agreement of Limited  Partnership  dated  February 24,
            1993 for Geodyne  Energy Income Limited  Partnership  III-C filed as
            Exhibit 4.7 to Registrant's  Annual Report on Form 10-K for the year
            ended  December 31,  1999,  filed with the SEC on February 25, 2000,
            and is hereby incorporated by reference.

 4.22       Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne  Energy Income Limited  Partnership  III-C filed as
            Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
            ended  December 31,  1999,  filed with the SEC on February 25, 2000,
            and is hereby incorporated by reference.

 4.23       Third Amendment to Agreement of Limited Partnership dated August 31,
            1995 for Geodyne  Energy Income Limited  Partnership  III-C filed as
            Exhibit 4.17 to Registrant's Annual Report on Form 10-K for the year
            ended  December 31,  1999,  filed with the SEC on February 25, 2000,
            and is hereby incorporated by reference.

*4.24       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for Geodyne Energy Income Limited Partnership III-C.

 4.25       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,
            1996 for Geodyne  Energy Income Limited  Partnership  III-C filed as
            Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year
            ended  December 31,  1999,  filed with the SEC on February 25, 2000,
            and is hereby incorporated by reference.

 4.26       Fifth Amendment to Agreement of Limited  Partnership  dated December
            30, 1999 for Geodyne Energy Income Limited  Partnership  III-C filed
            as Exhibit 4.27 to  Registrant's  Annual Report on Form 10-K for the
            year ended  December  31,  1999,  filed with the SEC on February 25,
            2000, and is hereby incorporated by reference.

*4.27       Sixth Amendment to Agreement of Limited  Partnership  dated November
            14, 2001, for the Geodyne Energy Income Limited Partnership III-C.

 4.28       Agreement of Limited Partnership dated September 5, 1990 for Geodyne
            Energy  Income  Limited  Partnership  III-D  filed as Exhibit 4.4 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2000,  filed  with  the SEC on  March 5,  2001,  and is  hereby
            incorporated by reference.



                                      -77-
<PAGE>




*4.29       Certificate  of  Limited  Partnership  dated  September  5, 1990 for
            Geodyne  Energy  Income  Limited Partnership III-D.

 4.30       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment  to Agreement of Limited  Partnership  dated  February 24,
            1993 for Geodyne  Energy Income Limited  Partnership  III-D filed as
            Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

 4.31       Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne  Energy Income Limited  Partnership  III-D filed as
            Exhibit 4.18 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

 4.32       Third Amendment to Agreement of Limited Partnership dated August 31,
            1995 for Geodyne  Energy Income Limited  Partnership  III-D filed as
            Exhibit 4.25 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

*4.33       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for Geodyne Energy Income Limited Partnership III-D.

 4.34       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,
            1996 for the Geodyne Energy Income Limited  Partnership  III-D filed
            as Exhibit 4.32 to  Registrant's  Annual Report on Form 10-K for the
            year ended  December 31, 2000,  filed with the SEC on March 5, 2001,
            and is hereby incorporated by reference.

 4.35       Fifth Amendment to Agreement of Limited Partnership dated August 23,
            2000 for the Geodyne Energy Income Limited  Partnership  III-D filed
            as Exhibit 4.39 to  Registrant's  Annual Report on Form 10-K for the
            year ended  December 31, 2000,  filed with the SEC on March 5, 2001,
            and is hereby incorporated by reference.


 4.36       Agreement of Limited Partnership dated December 26, 1990 for Geodyne
            Energy  Income  Limited  Partnership  III-E  filed as Exhibit 4.5 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2000,  filed  with  the SEC on  March 5,  2001,  and is  hereby
            incorporated by reference.




                                      -78-
<PAGE>



*4.37       Certificate  of Limited  Partnership  dated  December  26,  2990 for
            Geodyne  Energy  Income  Limited Partnership III-E.

 4.38       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment  to Agreement of Limited  Partnership  dated  February 24,
            1993 for Geodyne  Energy Income Limited  Partnership  III-E filed as
            Exhibit 4.12 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

 4.39       Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne  Energy Income Limited  Partnership  III-E filed as
            Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

 4.40       Third Amendment to Agreement of Limited Partnership dated August 31,
            1995 for Geodyne  Energy Income Limited  Partnership  III-E filed as
            Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

*4.41       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for Geodyne Energy Income Limited Partnership III-E.

 4.42       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,
            1996 for the Geodyne Energy Income Limited  Partnership  III-E filed
            as Exhibit 4.33 to  Registrant's  Annual Report on Form 10-K for the
            year ended  December 31, 2000,  filed with the SEC on March 5, 2001,
            and is hereby incorporated by reference.

 4.43       Fifth Amendment to Agreement of Limited  Partnership  dated November
            15, 2000 for the Geodyne  Energy Income  Limited  Partnership  III-E
            filed as Exhibit 4.40 to Registrant's Annual Report on Form 10-K for
            the year ended  December  31,  2000,  filed with the SEC on March 5,
            2001, and is hereby incorporated by reference.

 4.44       Agreement  of Limited  Partnership  dated  March 7, 1991 for Geodyne
            Energy  Income  Limited  Partnership  III-F  filed as Exhibit 4.6 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2000,  filed  with  the SEC on  March 5,  2001,  and is  hereby
            incorporated by reference.



                                      -79-
<PAGE>



*4.45       Certificate of Limited  Partnership  dated March 7, 1991 for Geodyne
            Energy Income Limited  Partnership III-F.

 4.46       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment  to Agreement of Limited  Partnership  dated  February 24,
            1993 for Geodyne  Energy Income Limited  Partnership  III-F filed as
            Exhibit 4.13 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

 4.47       Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne  Energy Income Limited  Partnership  III-F filed as
            Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

*4.48       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for Geodyne Energy Income Limited Partnership III-F.

 4.49       Third Amendment to Agreement of Limited Partnership dated August 31,
            1995 for Geodyne  Energy Income Limited  Partnership  III-F filed as
            Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

 4.50       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,
            1996 for the Geodyne Energy Income Limited  Partnership  III-F filed
            as Exhibit 4.34 to  Registrant's  Annual Report on Form 10-K for the
            year ended  December 31, 2000,  filed with the SEC on March 5, 2001,
            and is hereby incorporated by reference.

 4.51       Fifth Amendment to Agreement of Limited  Partnership  dated February
            5, 2001 for the Geodyne  Energy  Income  Limited  Partnership  III-F
            filed as Exhibit 4.41 to Registrant's Annual Report on Form 10-K for
            the year ended  December  31,  2000,  filed with the SEC on March 5,
            2001, and is hereby incorporated by reference.

 4.52       Agreement  of  Limited  Partnership  dated  September  20,  1991 for
            Geodyne Energy Income Limited Partnership III-G filed as Exhibit 4.7
            to  Registrant's  Annual  Report  on Form  10-K for the  year  ended
            December  31,  2000,  filed  with the SEC on March 5,  2001,  and is
            hereby incorporated by reference.

*4.53       Certificate  of Limited  Partnership  dated  September  20, 1991 for
            Geodyne  Energy  Income  Limited  Partnership III-G.



                                      -80-
<PAGE>




 4.54       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment  to Agreement of Limited  Partnership  dated  February 24,
            1993 for Geodyne  Energy Income Limited  Partnership  III-G filed as
            Exhibit 4.4 to Registrant's  Annual Report on Form 10-K for the year
            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

 4.55       Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne  Energy Income Limited  Partnership  III-G filed as
            Exhibit 4.21 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

 4.56       Third Amendment to Agreement of Limited Partnership dated August 31,
            1995 for Geodyne  Energy Income Limited  Partnership  III-G filed as
            Exhibit 4.28 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

*4.57       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for Geodyne Energy Income Limited Partnership III-G.

 4.58       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,
            1996 for the Geodyne Energy Income Limited  Partnership  III-G filed
            as Exhibit 4.35 to  Registrant's  Annual Report on Form 10-K for the
            year ended  December 31, 2000,  filed with the SEC on March 5, 2001,
            and is hereby incorporated by reference.

*4.59       Fifth Amendment to Agreement of Limited  Partnership dated September
            6, 2001, for the Geodyne Energy Income Limited Partnership III-G.

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

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

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

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

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



                                      -81-
<PAGE>




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

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

      All other Exhibits are omitted as inapplicable.

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

(b)   Reports on Form 8-K filed during the fourth quarter of 2000:

      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 28, 2002

                                    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 28, 2002
      -------------------       Director (Principal
        Dennis R. Neill         Executive Officer)

      //s//Craig D. Loseke      Chief Financial          February 28, 2002
      -------------------       Officer (Principal
        Craig D. Loseke         Financial and
                                Accounting Officer)

      //s//Judy K. Fox          Secretary                February 28, 2002
      -------------------
          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, 2001 and 2000, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2001,  in  conformity  with
accounting principles generally accepted in the United States of America.  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  auditing  standards  generally  accepted in the United  States of America,
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 our opinion.









                               PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 25, 2002




                                      F-1
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------
                                        2001             2000
                                    ------------     ------------
CURRENT ASSETS:
   Cash and cash equivalents         $  874,852       $  910,878
   Accounts receivable:
      Oil and gas sales                 557,898          813,549
                                      ---------        ---------
        Total current assets         $1,432,750       $1,724,427

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                     1,306,496        1,513,421

DEFERRED CHARGE                         347,573          347,775
                                      ---------        ---------
                                     $3,086,819       $3,585,623
                                      =========        =========

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

CURRENT LIABILITIES:
   Accounts payable                  $  201,567       $   42,504
   Gas imbalance payable                 31,836           34,470
                                      ---------        ---------

      Total current liabilities      $  233,403       $   76,974

ACCRUED LIABILITY                    $   40,963       $   53,630

PARTNERS' CAPITAL (DEFICIT):
   General Partner                  ($  114,834)     ($  132,196)
   Limited Partners, issued and
      outstanding, 263,976 Units      2,927,287        3,587,215
                                      ---------        ---------
        Total Partners' capital      $2,812,453       $3,455,019
                                      ---------        ---------
                                     $3,086,819       $3,585,623
                                      =========        =========





                   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, 2001, 2000, and 1999

                                   2001          2000           1999
                               ------------  ------------   ------------
REVENUES:
   Oil and gas sales            $5,425,163    $4,111,261     $2,071,981
   Interest income                  33,344        26,015         10,120
   Gain on sale of oil
      and gas properties             5,635         7,670            883
                                 ---------     ---------      ---------
                                $5,464,142    $4,144,946     $2,082,984

COSTS AND EXPENSES:
   Lease operating              $  597,621    $  525,707     $  426,510
   Production tax                  422,469       327,504        159,247
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties               519,385       277,866        414,145
   General and
      administrative               308,576       314,077        311,283
                                 ---------     ---------      ---------
                                $1,848,051    $1,445,154     $1,311,185
                                 ---------     ---------      ---------

NET INCOME                      $3,616,091    $2,699,792     $  771,799
                                 =========     =========      =========

GENERAL PARTNER - NET
   INCOME                       $  405,019    $  275,300     $   54,650
                                 =========     =========      =========

LIMITED PARTNERS - NET
   INCOME                       $3,211,072    $2,424,492     $  717,149
                                 =========     =========      =========
NET INCOME per Unit             $    12.16    $     9.18     $     2.72
                                 =========     =========      =========
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, 2001, 2000, and 1999

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

Balance, Dec. 31, 1998     $3,011,574   ($197,325)    $2,814,249
   Net income                 717,149      54,650        771,799
   Cash distributions     (   871,000)  (  52,148)   (   923,148)
                            ---------     -------      ---------

Balance, Dec. 31, 1999     $2,857,723   ($194,823)    $2,662,900
   Net income               2,424,492     275,300      2,699,792
   Cash distributions     ( 1,695,000)  ( 212,673)   ( 1,907,673)
                            ---------     -------      ---------

Balance, Dec. 31, 2000     $3,587,215   ($132,196)    $3,455,019
   Net income               3,211,072     405,019      3,616,091
   Cash distributions     ( 3,871,000)  ( 387,657)   ( 4,258,657)
                            ---------     -------      ---------

Balance, Dec. 31, 2001     $2,927,287   ($114,834)    $2,812,453
                            =========     =======      =========





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





                                      F-4
<PAGE>



             GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                        Statements of Cash Flows
          For the Years Ended December 31, 2001, 2000, and 1999

                                      2001           2000            1999
                                  ------------   ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $3,616,091     $2,699,792      $  771,799
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                    519,385        277,866         414,145
      Gain on sale of oil
        and gas properties        (     5,635)   (     7,670)    (       883)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales             255,651    (   487,858)    (    43,583)
      (Increase) decrease in
        deferred charge                   202    (    68,124)    (    13,119)
      Increase (decrease) in
        accounts payable              159,063    (     6,691)    (    12,816)
      Increase (decrease) in
        gas imbalance payable     (     2,634)         2,811             756
      Increase (decrease) in
        accrued liability         (    12,667)         3,578     (    26,793)
                                    ---------      ---------       ---------

   Net cash provided by
      operating activities         $4,529,456     $2,413,704      $1,089,506
                                    ---------      ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($  314,177)   ($   13,509)    ($    8,919)
   Proceeds from sale of oil
      and gas properties                7,352         38,743           9,479
                                    ---------      ---------       ---------

   Net cash provided (used)
      by investing activities     ($  306,825)    $   25,234      $      560
                                    ---------      ---------       ---------



                                      F-5
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($4,258,657)   ($1,907,673)    ($  923,148)
                                    ---------      ---------       ---------
   Net cash used by
      financing activities        ($4,258,657)   ($1,907,673)    ($  923,148)
                                    ---------      ---------       ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      ($   36,026)    $  531,265      $  166,918

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             910,878        379,613         212,695
                                    ---------      ---------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  874,852     $  910,878      $  379,613
                                    =========      =========       =========




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




                                      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, 2001 and 2000, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2001,  in  conformity  with
accounting principles generally accepted in the United States of America.  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  auditing  standards  generally  accepted in the United  States of America,
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 our opinion.











                               PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 25, 2002




                                      F-7
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------
                                          2001           2000
                                      ------------   ------------
CURRENT ASSETS:
   Cash and cash equivalents           $  494,899     $  496,576
   Accounts receivable:
      Oil and gas sales                   329,826        456,541
                                        ---------      ---------
        Total current assets           $  824,725     $  953,117

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                         750,031        857,340

DEFERRED CHARGE                           255,990        259,291
                                        ---------      ---------
                                       $1,830,746     $2,069,748
                                        =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                    $  123,265     $   24,984
   Gas imbalance payable                   14,325         16,493
                                        ---------      ---------

      Total current liabilities        $  137,590     $   41,477

ACCRUED LIABILITY                      $   19,358     $   29,080

PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($   67,276)   ($   38,756)
   Limited Partners, issued and
      outstanding, 138,336 Units        1,741,074      2,037,947
                                        ---------      ---------
        Total Partners' capital        $1,673,798     $1,999,191
                                        ---------      ---------

                                       $1,830,746     $2,069,748
                                        =========      =========




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




                                      F-8
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                      Statements of Operations
        For the Years Ended December 31, 2001, 2000, and 1999

                                      2001          2000          1999
                                  ------------  ------------  ------------
REVENUES:
   Oil and gas sales               $3,146,463    $2,462,438    $1,259,735
   Interest income                     17,017        14,670         5,200
   Gain on sale of oil
      and gas properties                2,391          -              372
                                    ---------     ---------     ---------
                                   $3,165,871    $2,477,108    $1,265,307

COSTS AND EXPENSES:
   Lease operating                 $  380,273    $  327,214    $  252,191
   Production tax                     250,473       198,067        94,728
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                  314,346       156,750       226,627
   General and
      administrative                  170,681       166,167       163,875
                                    ---------     ---------     ---------
                                   $1,115,773    $  848,198    $  737,421
                                    ---------     ---------     ---------

NET INCOME                         $2,050,098    $1,628,910    $  527,886
                                    =========     =========     =========
GENERAL PARTNER - NET
   INCOME                          $  348,971    $  264,081    $  110,131
                                    =========     =========     =========
LIMITED PARTNERS - NET
   INCOME                          $1,701,127    $1,364,829    $  417,755
                                    =========     =========     =========

NET INCOME per Unit                $    12.30    $     9.87    $     3.02
                                    =========     =========     =========

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




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





                                      F-9
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
              Statements of Partners' Capital (Deficit)
        For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998      $1,721,363    ($ 85,016)  $1,636,347
   Net income                  417,755      110,131      527,886
   Cash distributions      (   452,000)   ( 104,477) (   556,477)
                             ---------      -------    ---------

Balance, Dec. 31, 1999      $1,687,118    ($ 79,362)  $1,607,756
   Net income                1,364,829      264,081    1,628,910
   Cash distributions      ( 1,014,000)   ( 223,475) ( 1,237,475)
                             ---------      -------    ---------

Balance, Dec. 31, 2000      $2,037,947    ($ 38,756)  $1,999,191
   Net income                1,701,127      348,971    2,050,098
   Cash distributions      ( 1,998,000)   ( 377,491) ( 2,375,491)
                             ---------      -------    ---------

Balance, Dec. 31, 2001      $1,741,074    ($ 67,276)  $1,673,798
                             =========      =======    =========


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





                                      F-10
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           Statements of Cash Flows
             For the Years Ended December 31, 2001, 2000, and 1999

                                      2001           2000            1999
                                  ------------   ------------     ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $2,050,098     $1,628,910       $527,886
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                    314,346        156,750        226,627
      Gain on sale of oil
        and gas properties        (     2,391)          -         (     372)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales             126,715    (   241,682)     (  50,041)
      (Increase) decrease in
        deferred charge                 3,301    (    29,657)     (  36,324)
      Increase (decrease) in
        accounts payable               98,281    (     7,601)        10,927
      Decrease in gas
        imbalance payable         (     2,168)   (        24)     (   1,905)
      Decrease in accrued
        liability                 (     9,722)   (     4,378)     (   7,978)
                                    ---------      ---------        -------

   Net cash provided by
      operating activities         $2,578,460     $1,502,318       $668,820
                                    ---------      ---------        -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($  207,751)   ($    8,907)     ($  2,915)
   Proceeds from sale of oil
      and gas properties                3,105         13,342            515
                                    ---------      ---------        -------

   Net cash provided (used)
      by investing activities     ($  204,646)    $    4,435      ($  2,400)
                                    ---------      ---------        -------




                                      F-11
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($2,375,491)   ($1,237,475)     ($556,477)
                                    ---------      ---------        -------
   Net cash used by
      financing activities        ($2,375,491)   ($1,237,475)     ($556,477)
                                    ---------      ---------        -------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      ($    1,677)    $  269,278       $109,943

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             496,576        227,298        117,355
                                    ---------      ---------        -------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  494,899     $  496,576       $227,298
                                    =========      =========        =======





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





                                      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, 2001 and 2000, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2001,  in  conformity  with
accounting principles generally accepted in the United States of America.  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  auditing  standards  generally  accepted in the United  States of America,
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 our opinion.











                               PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 25, 2002




                                      F-13
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------

                                          2001           2000
                                      ------------   ------------
CURRENT ASSETS:
   Cash and cash equivalents           $  371,012     $  903,268
   Accounts receivable:
      Oil and gas sales                   362,134        892,011
                                        ---------      ---------
        Total current assets           $  733,146     $1,795,279

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                       1,820,677      2,063,939

DEFERRED CHARGE                            73,472         90,048
                                        ---------      ---------
                                       $2,627,295     $3,949,266
                                        =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                    $   86,399     $   71,731
   Gas imbalance payable                   40,724         16,667
                                        ---------      ---------

      Total current liabilities        $  127,123     $   88,398

ACCRUED LIABILITY                      $  168,448     $  158,958

PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($  175,495)   ($  152,824)
   Limited Partners, issued and
      outstanding, 244,536 Units        2,507,219      3,854,734
                                        ---------      ---------
        Total Partners' capital        $2,331,724     $3,701,910
                                        ---------      ---------
                                       $2,627,295     $3,949,266
                                        =========      =========




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




                                      F-14
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999

                                      2001           2000          1999
                                  ------------   ------------  ------------
REVENUES:
   Oil and gas sales               $4,371,115     $4,150,431    $2,446,824
   Interest income                     32,045         30,221        13,260
   Gain (loss) on sale of
      oil and gas properties           52,372         71,916   (       281)
                                    ---------      ---------     ---------
                                   $4,455,532     $4,252,568    $2,459,803
COSTS AND EXPENSES:
   Lease operating                 $  681,586     $  694,315    $  379,785
   Production tax                     298,791        284,509       171,245
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                  371,019        284,946       491,692
   General and
      administrative                  286,725        290,696       288,580
                                    ---------      ---------     ---------
                                   $1,638,121     $1,554,466    $1,331,302
                                    ---------      ---------     ---------

NET INCOME                         $2,817,411     $2,698,102    $1,128,501
                                    =========      =========     =========
GENERAL PARTNER - NET
   INCOME                          $  163,926     $  143,251    $   75,430
                                    =========      =========     =========

LIMITED PARTNERS - NET
   INCOME                          $2,653,485     $2,554,851    $1,053,071
                                    =========      =========     =========

NET INCOME per Unit                $    10.85     $    10.45    $     4.31
                                    =========      =========     =========

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



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




                                      F-15
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
              Statements of Partners' Capital (Deficit)
        For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998     $3,531,812    ($179,285)   $3,352,527
   Net income               1,053,071       75,430     1,128,501
   Cash distributions     ( 1,220,000)   (  64,593)  ( 1,284,593)
                            ---------      -------     ---------

Balance, Dec. 31, 1999     $3,364,883    ($168,448)   $3,196,435
   Net income               2,554,851      143,251     2,698,102
   Cash distributions     ( 2,065,000)   ( 127,627)  ( 2,192,627)
                            ---------      -------     ---------

Balance, Dec. 31, 2000     $3,854,734    ($152,824)   $3,701,910
   Net income               2,653,485      163,926     2,817,411
   Cash distributions     ( 4,001,000)   ( 186,597)  ( 4,187,597)
                            ---------      -------     ---------

Balance, Dec. 31, 2001     $2,507,219    ($175,495)   $2,331,724
                            =========      =======     =========



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





                                      F-16
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           Statements of Cash Flows
             For the Years Ended December 31, 2001, 2000, and 1999

                                        2001           2000          1999
                                    ------------   ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $2,817,411     $2,698,102    $1,128,501
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                      371,019        284,946       491,692
      (Gain) loss on sale of
        oil and gas properties      (    52,372)   (    71,916)          281
      (Increase) decrease in
        accounts receivable -
        oil and gas sales               529,877    (   447,575)  (    63,461)
      (Increase) decrease in
        deferred charge                  16,576        107,221   (   126,420)
      Increase in accounts
        payable                          14,668         21,324         7,695
      Increase (decrease) in
        gas imbalance payable            24,057    (    28,060)       19,248
      Increase in accrued
        liability                         9,490          2,562         4,725
                                      ---------      ---------     ---------
   Net cash provided by
      operating activities           $3,730,726     $2,566,604    $1,462,261
                                      ---------      ---------     ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  128,049)   ($   25,540)  ($   44,522)
   Proceeds from sale of oil
      and gas properties                 52,664         71,917         9,048
                                      ---------      ---------     ---------
   Net cash provided (used)
      by investing activities       ($   75,385)    $   46,377   ($   35,474)
                                      ---------      ---------     ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($4,187,597)   ($2,192,627)  ($1,284,593)
                                      ---------      ---------     ---------
   Net cash used by
      financing activities          ($4,187,597)   ($2,192,627)  ($1,284,593)
                                      ---------      ---------     ---------



                                      F-17
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        ($  532,256)    $  420,354    $  142,194

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               903,268        482,914       340,720
                                      ---------      ---------     ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  371,012     $  903,268    $  482,914
                                      =========      =========     =========



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





                                      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, 2001 and 2000, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2001,  in  conformity  with
accounting principles generally accepted in the United States of America.  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  auditing  standards  generally  accepted in the United  States of America,
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 our opinion.











                               PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 25, 2002




                                      F-19
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------

                                           2001           2000
                                       ------------   ------------
CURRENT ASSETS:
   Cash and cash equivalents            $  160,008     $  561,839
   Accounts receivable:
      Oil and gas sales                    250,386        606,226
                                         ---------      ---------
        Total current assets            $  410,394     $1,168,065

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                          735,922        803,342

DEFERRED CHARGE                             11,614         15,855
                                         ---------      ---------
                                        $1,157,930     $1,987,262
                                         =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                     $  147,868     $   70,538
   Gas imbalance payable                      -             3,555
                                         ---------      ---------

      Total current liabilities         $  147,868     $   74,093

ACCRUED LIABILITY                       $  210,194     $  192,229

PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($   72,956)   ($   58,871)
   Limited Partners, issued and
      outstanding, 131,008 Units           872,824      1,779,811
                                         ---------      ---------
        Total Partners' capital         $  799,868     $1,720,940
                                         ---------      ---------
                                        $1,157,930     $1,987,262
                                         =========      =========




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





                                      F-20
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999

                                        2001           2000          1999
                                    ------------   ------------  ------------
REVENUES:
   Oil and gas sales                 $2,912,359     $3,095,191    $2,007,243
   Interest income                       20,356         22,906         8,459
   Gain (loss) on sale of
      oil and gas properties              7,258        203,942   (        16)
                                      ---------      ---------     ---------
                                     $2,939,973     $3,322,039    $2,015,686
COSTS AND EXPENSES:
   Lease operating                   $  715,289     $  689,575    $  566,376
   Production tax                       199,382        205,988       137,675
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                    125,449        265,983       230,648
   General and
      administrative                    162,783        157,727       155,698
                                      ---------      ---------     ---------
                                     $1,202,903     $1,319,273    $1,090,397
                                      ---------      ---------     ---------

NET INCOME                           $1,737,070     $2,002,766    $  925,289
                                      =========      =========     =========
GENERAL PARTNER - NET
   INCOME                            $  107,057     $  109,411    $   55,068
                                      =========      =========     =========

LIMITED PARTNERS - NET
   INCOME                            $1,630,013     $1,893,355    $  870,221
                                      =========      =========     =========

NET INCOME per Unit                  $    12.44     $    14.45    $     6.64
                                      =========      =========     =========

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




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




                                      F-21
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
              Statements of Partners' Capital (Deficit)
        For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998     $1,518,235     (  73,501)   $1,444,734
   Net income                 870,221        55,068       925,289
   Cash distributions     (   770,000)    (  47,788)  (   817,788)
                            ---------       -------     ---------

Balance, Dec. 31, 1999     $1,618,456     ($ 66,221)   $1,552,235
   Net income               1,893,355       109,411     2,002,766
   Cash distributions     ( 1,732,000)    ( 102,061)  ( 1,834,061)
                            ---------       -------     ---------

Balance, Dec. 31, 2000     $1,779,811     ($ 58,871)   $1,720,940
   Net income               1,630,013       107,057     1,737,070
   Cash distributions     ( 2,537,000)    ( 121,142)  ( 2,658,142)
                            ---------       -------     ---------

Balance, Dec. 31, 2001     $  872,824     ($ 72,956)   $  799,868
                            =========       =======     =========


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





                                      F-22
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           Statements of Cash Flows
             For the Years Ended December 31, 2001, 2000, and 1999

                                       2001           2000           1999
                                   ------------   ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $1,737,070     $2,002,766     $  925,289
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                     125,449        265,983        230,648
      (Gain) loss on sale of oil
       and gas properties          (     7,258)   (   203,942)            16
      (Increase) decrease in
        accounts receivable -
        oil and gas sales              355,840    (   235,029)   (   102,494)
      (Increase) decrease in
        deferred charge                  4,241         36,557    (    42,950)
      Increase (decrease) in
        accounts payable                77,330    (     3,853)        18,395
      Increase (decrease) in
        gas imbalance payable      (     3,555)         1,194    (     2,093)
      Increase (decrease) in
        accrued liability               17,965         11,044    (     1,454)
                                     ---------      ---------      ---------
   Net cash provided by
      operating activities          $2,307,082     $1,874,720     $1,025,357
                                     ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   58,029)   ($   24,429)   ($   41,676)
   Proceeds from sale of oil
      and gas properties                 7,258        206,940           -
                                     ---------      ---------      ---------

   Net cash provided (used)
      by investing activities      ($   50,771)    $  182,511    ($   41,676)
                                     ---------      ---------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($2,658,142)   ($1,834,061)   ($  817,788)
                                     ---------      ---------      ---------
   Net cash used by
      financing activities         ($2,658,142)   ($1,834,061)   ($  817,788)
                                     ---------      ---------      ---------



                                      F-23
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       ($  401,831)    $  223,170     $  165,893

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              561,839        338,669        172,776
                                     ---------      ---------      ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  160,008     $  561,839     $  338,669
                                     =========      =========      =========


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





                                      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, 2001 and 2000, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2001,  in  conformity  with
accounting principles generally accepted in the United States of America.  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  auditing  standards  generally  accepted in the United  States of America,
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 our opinion.











                               PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 25, 2002




                                      F-25
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------

                                          2001           2000
                                      -------------  -------------
CURRENT ASSETS:
   Cash and cash equivalents           $  440,024     $1,627,830
   Accounts receivable:
      Oil and gas sales                   687,090      1,815,573
                                        ---------      ---------
        Total current assets           $1,127,114     $3,443,403

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                       2,553,810      2,565,859

DEFERRED CHARGE                            87,712        129,472
                                        ---------      ---------
                                       $3,768,636     $6,138,734
                                        =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                    $  773,007     $  407,887
   Gas imbalance payable                    4,991         48,446
                                        ---------      ---------
      Total current liabilities        $  777,998     $  456,333

ACCRUED LIABILITY                      $  317,221     $  512,557

PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($  286,758)   ($  240,721)
   Limited Partners, issued and
      outstanding, 418,266 Units        2,960,175      5,410,565
                                        ---------      ---------
        Total Partners' capital        $2,673,417     $5,169,844
                                        ---------      ---------
                                       $3,768,636     $6,138,734
                                        =========      =========





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





                                      F-26
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999

                                      2001          2000           1999
                                  ------------  ------------   ------------
REVENUES:
   Oil and gas sales               $8,238,544    $10,477,026    $7,046,449
   Interest income                     53,027         87,675        27,474
   Gain on sale of
      oil and gas properties           55,511      1,324,494          -
                                    ---------     ----------     ---------
                                   $8,347,082    $11,889,195    $7,073,923

COSTS AND EXPENSES:
   Lease operating                 $2,974,088    $ 2,978,697    $3,504,062
   Production tax                     537,153        673,810       453,337
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                  350,179        407,584       479,272
   General and
      administrative                  479,763        498,519       496,279
                                    ---------     ----------     ---------
                                   $4,341,183    $ 4,558,610    $4,932,950
                                    ---------     ----------     ---------

NET INCOME                         $4,005,899    $ 7,330,585    $2,140,973
                                    =========     ==========     =========
GENERAL PARTNER - NET
   INCOME                          $  261,289    $   378,449    $  124,846
                                    =========     ==========     =========
LIMITED PARTNERS - NET
   INCOME                          $3,744,610    $ 6,952,136    $2,016,127
                                    =========     ==========     =========

NET INCOME
  per Unit                         $     8.95    $     16.62    $     4.82
                                    =========     ==========     =========

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




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





                                      F-27
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
              Statements of Partners' Capital (Deficit)
        For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998      $4,117,302    ($275,783)   $3,841,519
   Net income                2,016,127      124,846     2,140,973
   Cash distributions      ( 1,096,000)   ( 108,589)  ( 1,204,589)
                             ---------      -------     ---------

Balance, Dec. 31, 1999      $5,037,429    ($259,526)   $4,777,903
   Net income                6,952,136      378,449     7,330,585
   Cash distributions      ( 6,579,000)   ( 359,644)  ( 6,938,644)
                             ---------      -------     ---------

Balance, Dec. 31, 2000      $5,410,565    ($240,721)   $5,169,844
   Net income                3,744,610      261,289     4,005,899
   Cash distributions      ( 6,195,000)   ( 307,326)  ( 6,502,326)
                             ---------      -------     ---------

Balance, Dec. 31, 2001      $2,960,175    ($286,758)   $2,673,417
                             =========      =======     =========



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





                                      F-28
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           Statements of Cash Flows
             For the Years Ended December 31, 2001, 2000, and 1999

                                       2001            2000          1999
                                   ------------    ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $4,005,899      $7,330,585    $2,140,973
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                     350,179         407,584       479,272
      Gain on sale of oil and
        gas properties             (    55,511)    ( 1,324,494)         -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales            1,128,483     (   412,508)  (   582,987)
      (Increase)decrease in
        deferred charge                 41,760     (    12,237)       10,422
      Increase in accounts
        payable                        365,120           9,123        95,875
      Increase (decrease) in
        gas imbalance payable      (    43,455)         13,544   (   143,616)
      Increase (decrease) in
        accrued liability          (   195,336)    (    18,105)      232,176
                                     ---------       ---------     ---------

   Net cash provided by
      operating activities          $5,597,139      $5,993,492    $2,232,115
                                     ---------       ---------     ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($  338,130)    ($  224,656)  ($   79,519)
   Proceeds from sale of oil
      and gas properties                55,511       1,352,609        13,825
                                     ---------       ---------     ---------
   Net cash provided (used)
      by investing activities      ($  282,619)     $1,127,953   ($   65,694)
                                     ---------       ---------     ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($6,502,326)    ($6,938,644)  ($1,204,589)
                                     ---------       ---------     ---------
   Net cash used by
      financing activities         ($6,502,326)    ($6,938,644)  ($1,204,589)
                                     ---------       ---------     ---------



                                      F-29
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       ($1,187,806)     $  182,801    $  961,832

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            1,627,830       1,445,029       483,197
                                     ---------       ---------     ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  440,024      $1,627,830    $1,445,029
                                     =========       =========     =========


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



                                      -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, 2001 and 2000, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2001,  in  conformity  with
accounting principles generally accepted in the United States of America.  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  auditing  standards  generally  accepted in the United  States of America,
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 our opinion.











                               PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 25, 2002





                                      F-31
<PAGE>




           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------
                                          2001           2000
                                      ------------   -------------
CURRENT ASSETS:
   Cash and cash equivalents           $  144,433     $  754,880
   Accounts receivable:
      Oil and gas sales                   239,821        667,613
                                        ---------      ---------
        Total current assets           $  384,254     $1,422,493

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                       1,948,551      2,163,648

DEFERRED CHARGE                            37,001         52,414
                                        ---------      ---------
                                       $2,369,806     $3,638,555
                                        =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                    $   58,774     $   58,215
   Gas imbalance payable                    2,295         15,251
                                        ---------      ---------

      Total current liabilities        $   61,069     $   73,466

ACCRUED LIABILITY                      $  111,171     $  107,023

PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($  161,655)   ($  135,914)
   Limited Partners, issued and
      outstanding, 221,484 Units        2,359,221      3,593,980
                                        ---------      ---------
        Total Partners' capital        $2,197,566     $3,458,066
                                        ---------      ---------

                                       $2,369,806     $3,638,555
                                        =========      =========




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





                                      F-32
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999

                                     2001           2000           1999
                                 ------------   ------------   ------------
REVENUES:
   Oil and gas sales              $2,934,300     $3,437,321     $2,314,446
   Interest income                    28,508         29,160         13,888
   Gain on sale of oil
      and gas properties             338,452        277,211        139,094
                                   ---------      ---------      ---------
                                  $3,301,260     $3,743,692     $2,467,428

COSTS AND EXPENSES:
   Lease operating                $  721,343     $  699,072     $  818,404
   Production tax                    170,150        168,163        107,706
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                 262,361        345,084        419,639
   General and
      administrative                 261,816        263,571        261,483
                                   ---------      ---------      ---------
                                  $1,415,670     $1,475,890     $1,607,232
                                   ---------      ---------      ---------

NET INCOME                        $1,885,590     $2,267,802     $  860,196
                                   =========      =========      =========
GENERAL PARTNER - NET
   INCOME                         $  103,349     $  125,735     $   59,101
                                   =========      =========      =========
LIMITED PARTNERS - NET
   INCOME                         $1,782,241     $2,142,067     $  801,095
                                   =========      =========      =========

NET INCOME
  per Unit                        $     8.05     $     9.67     $     3.62
                                   =========      =========      =========

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







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




                                      F-33
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
              Statements of Partners' Capital (Deficit)
        For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998    $3,268,818    ($164,221)    $3,104,597
   Net income                801,095       59,101        860,196
   Cash distributions    (   494,000)   (  49,198)   (   543,198)
                           ---------      -------      ---------

Balance, Dec. 31, 1999    $3,575,913    ($154,318)    $3,421,595
   Net income              2,142,067      125,735      2,267,802
   Cash distributions    ( 2,124,000)   ( 107,331)   ( 2,231,331)
                           ---------      -------      ---------

Balance, Dec. 31, 2000    $3,593,980    ($135,914)    $3,458,066
   Net income              1,782,241      103,349      1,885,590
   Cash distributions    ( 3,017,000)   ( 129,090)   ( 3,146,090)
                           ---------      -------      ---------

Balance, Dec. 31, 2001    $2,359,221    ($161,655)    $2,197,566
                           =========      =======      =========



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





                                      F-34
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           Statements of Cash Flows
             For the Years Ended December 31, 2001, 2000, and 1999

                                        2001           2000          1999
                                    ------------    ----------   -----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,885,590     $2,267,802     $860,196
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                      262,361        345,084      419,639
      Gain on sale of oil and
        gas properties              (   338,452)   (   277,211)   ( 139,094)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales               427,792    (   243,125)   ( 144,898)
      Decrease in deferred
        charge                           15,413          3,813       22,870
      Decrease in accounts
        receivable - other                 -              -           9,631
      Increase (decrease) in
        accounts payable                    559    (    19,592)   (  56,034)
      Decrease in gas
        imbalance payable           (    12,956)   (    39,841)   (  68,549)
      Increase (decrease) in
        accrued liability                 4,148    (    28,185)   (  36,527)
                                      ---------      ---------      -------

   Net cash provided by
      operating activities           $2,244,455     $2,008,745     $867,234
                                      ---------      ---------      -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   52,855)   ($  175,878)   ($ 69,027)
   Proceeds from sale of oil
      and gas properties                344,043        349,431      232,143
                                      ---------      ---------      -------

   Net cash provided
      by investing activities        $  291,188     $  173,553     $163,116
                                      ---------      ---------      -------



                                      F-35
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($3,146,090)   ($2,231,331)   ($543,198)
                                      ---------      ---------      -------
   Net cash used by
      financing activities          ($3,146,090)   ($2,231,331)   ($543,198)
                                      ---------      ---------      -------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        ($  610,447)   ($   49,033)    $487,152

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               754,880        803,913      316,761
                                      ---------      ---------      -------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  144,433     $  754,880     $803,913
                                      =========      =========      =======

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





                                      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, 2001 and 2000, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2001,  in  conformity  with
accounting principles generally accepted in the United States of America.  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  auditing  standards  generally  accepted in the United  States of America,
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 our opinion.











                               PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 25, 2002




                                      F-37
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------
                                          2001           2000
                                      ------------   -------------
CURRENT ASSETS:
   Cash and cash equivalents           $  100,271     $  434,158
   Accounts receivable:
      Oil and gas sales                   146,838        393,688
                                        ---------      ---------
        Total current assets           $  247,109     $  827,846

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                       1,064,542      1,154,241

DEFERRED CHARGE                            24,379         35,238
                                        ---------      ---------
                                       $1,336,030     $2,017,325
                                        =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                    $   43,676     $   35,944
   Gas imbalance payable                     -             6,446
                                        ---------      ---------

      Total current liabilities        $   43,676     $   42,390

ACCRUED LIABILITY                      $   68,289     $   71,912

PARTNERS' CAPITAL (DEFICIT):
   General Partner                    (    93,950)   (    79,337)
   Limited Partners, issued and
      outstanding, 121,925 Units        1,318,015      1,982,360
                                        ---------      ---------
        Total Partners' capital        $1,224,065     $1,903,023
                                        ---------      ---------

                                       $1,336,030     $2,017,325
                                        =========      =========



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




                                      F-38
<PAGE>





                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999

                                      2001           2000          1999
                                  ------------   ------------  ------------
REVENUES:
   Oil and gas sales               $1,700,058     $2,050,390    $1,439,700
   Interest income                     16,613         16,417         7,733
   Gain on sale of oil
      and gas properties              220,939        241,256       124,908
                                    ---------      ---------     ---------
                                   $1,937,610     $2,308,063    $1,572,341

COSTS AND EXPENSES:
   Lease operating                 $  450,062     $  452,963    $  529,060
   Production tax                      97,654         99,277        64,851
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                  141,762        172,725       206,953
   General and
      administrative                  151,822        146,053       144,031
                                    ---------      ---------     ---------
                                   $  841,300     $  871,018    $  944,895
                                    ---------      ---------     ---------

NET INCOME                         $1,096,310     $1,437,045    $  627,446
                                    =========      =========     =========
GENERAL PARTNER - NET
   INCOME                          $   59,655     $   77,940    $   39,264
                                    =========      =========     =========
LIMITED PARTNERS - NET
   INCOME                          $1,036,655     $1,359,105    $  588,182
                                    =========      =========     =========

NET INCOME
  per Unit                         $     8.50     $    11.15    $     4.82
                                    =========      =========     =========

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




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





                                      F-39
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
              Statements of Partners' Capital (Deficit)
        For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998     $1,672,073     ($99,974)    $1,572,099
   Net income                 588,182       39,264        627,446
   Cash distributions     (   304,000)    ( 30,335)   (   334,335)
                            ---------       ------      ---------

Balance, Dec. 31, 1999     $1,956,255     ($91,045)    $1,865,210
   Net income               1,359,105       77,940      1,437,045
   Cash distributions     ( 1,333,000)    ( 66,232)   ( 1,399,232)
                            ---------       ------      ---------

Balance, Dec. 31, 2000     $1,982,360     ($79,337)    $1,903,023
   Net income               1,036,655       59,655      1,096,310
   Cash distributions     ( 1,701,000)    ( 74,268)   ( 1,775,268)
                            ---------       ------      ---------

Balance, Dec. 31, 2001     $1,318,015     ($93,950)    $1,224,065
                            =========       ======      =========



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




                                      F-40
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           Statements of Cash Flows
             For the Years Ended December 31, 2001, 2000, and 1999

                                      2001           2000           1999
                                  ------------   ------------    ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $1,096,310     $1,437,045      $627,446
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                    141,762        172,725       206,953
      Gain on sale of oil and
        gas properties            (   220,939)   (   241,256)    ( 124,908)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales             246,850    (   134,164)    (  95,723)
      Decrease in accounts
        receivable - other               -              -            6,369
      Decrease in deferred
        charge                         10,859          1,239        13,903
      Increase (decrease) in
        accounts payable                7,732    (    12,667)    (  25,224)
      Decrease in gas
        imbalance payable         (     6,446)   (     1,102)    (  52,767)
      Decrease in accrued
        liability                 (     3,623)   (     8,157)    (  31,152)
                                    ---------      ---------       -------

   Net cash provided by
      operating activities         $1,272,505     $1,213,663      $524,897
                                    ---------      ---------       -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($   53,457)   ($  103,365)    ($ 38,468)
   Proceeds from sale of oil
      and gas properties              222,333        247,866       153,574
                                    ---------      ---------       -------

   Net cash provided
      by investing activities      $  168,876     $  144,501      $115,106
                                    ---------      ---------       -------




                                      F-41
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($1,775,268)   ($1,399,232)    ($334,335)
                                    ---------      ---------       -------
   Net cash used by
      financing activities        ($1,775,268)   ($1,399,232)    ($334,335)
                                    ---------      ---------       -------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      ($  333,887)   ($   41,068)     $305,668

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             434,158        475,226       169,558
                                    ---------      ---------       -------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  100,271     $  434,158      $475,226
                                    =========      =========       =======




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





                                      F-42
<PAGE>



       GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                    Notes to Financial Statements
        For the Years Ended December 31, 2001, 2000, and 1999


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 22, 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  were  scheduled to  terminate  on the dates  indicated in the
"Initial  Termination Date" column of the following chart.  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 this  Annual  Report,  the  General  Partner has
extended the terms of the III-D,  III-E,  III-F and III-G  Partnerships  for the
first two-year  extension period,  and the III-A,  III-B, and III-C Partnerships
for the second  two-year  extension  period.  Therefore,  the  Partnerships  are
currently  scheduled  to  terminate  on the  dates  indicated  in  the  "Current
Termination Date" column of the following chart.





                                      F-43
<PAGE>




                    Initial         Extensions       Current
  Partnership  Termination Date     Exercised    Termination Date
  -----------  -----------------    ----------   ----------------

    III-A      November 22, 1999         2       November 22, 2003
    III-B      January 24, 2000        . 2       January 24, 2004
    III-C      February 28, 2000         2       February 28, 2004
    III-D      September 5, 2000         1       September 5, 2002
    III-E      December 26, 2000         1       December 26, 2002
    III-F      March 7, 2001             1       March 7, 2003
    III-G      September 20, 2001        1       September 20, 2003


      An affiliate of the General  Partner owned the following Units at December
31, 2001:

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

              III-A            50,534             19.1%
              III-B            26,843             19.4%
              III-C            51,969             21.3%
              III-D            29,831             22.8%
              III-E            98,760             23.6%
              III-F            53,327             24.1%
              III-G            29,186             23.9%

      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 obtaining 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.


      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, payment
   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-A and III-B Partnerships achieved payout during the second quarter
of  2000  and  first  quarter  of  1998,  respectively.   The  III-D  and  III-E
Partnerships  achieved  payout during the third  quarter of 2001,  and the III-C
Partnership  achieved  payout during the fourth  quarter of 2001.  After payout,
operations for the III-A,  III-C,  III-D, and III-E  Partnerships were allocated
using the 10%/90% after payout percentages  described in Footnote 2 to the table
above.  Operations for the III-B  Partnership  were allocated  using the 15%/85%
after payout percentages described in such footnote.



                                      F-45
<PAGE>




      Cash and Cash Equivalents

      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, 2001,
2000, and 1999 were as follows:




                                      F-46
<PAGE>




           Partnership    2001      2000       1999
           -----------    -----     -----      -----

              III-A       $2.42     $1.70      $2.82
              III-B        2.50      1.65       2.71
              III-C        2.17      1.54       2.59
              III-D        1.04      1.95       1.48
              III-E         .95       .93        .93
              III-F        2.01      2.26       2.36
              III-G        1.89      1.97       1.91


      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.  No impairment  provisions  were  recorded by the  Partnerships
during the three years ended December 31, 2001.  The risk that the  Partnerships
will be required to record impairment  provisions in the future increases as oil
and gas prices decrease.


      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, 2001 and 2000,  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:




                                      F-47
<PAGE>



                             2001                 2000
                     ------------------     ------------------
      Partnership      Mcf      Amount        Mcf      Amount
      -----------    -------   --------     -------   --------

         III-A       399,831   $347,573     400,063   $347,775
         III-B       231,435    255,990     234,419    259,291
         III-C       124,973     73,472     153,169     90,048
         III-D        11,382     11,614      15,538     15,855
         III-E        44,499     87,712      65,685    129,472
         III-F        33,491     37,001      47,422     52,414
         III-G        17,654     24,379      25,518     35,238


      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, 2001 and 2000,  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:

                            2001                  2000
                     ------------------     ------------------
   Partnership         Mcf      Amount        Mcf      Amount
   -----------       -------   --------     -------   --------

      III-A           47,121   $ 40,963      61,693   $ 53,630
      III-B           17,502     19,358      26,291     29,080
      III-C          283,924    168,448     270,383    158,958
      III-D          202,944    210,194     188,386    192,229
      III-E          160,936    317,221     260,036    512,557
      III-F          100,546    111,171      96,871    107,023
      III-G           49,452     68,289      52,076     71,912


      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



                                      F-48
<PAGE>



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, 2001 and 2000 total sales
exceeded the Partnerships' share of estimated total gas reserves as follows:

                           2001                   2000
                     ------------------     ------------------
   Partnership         Mcf      Amount        Mcf      Amount
   -----------       -------   --------     -------   --------

      III-A          21,224    $31,836      22,980    $34,470
      III-B           9,550     14,325      10,995     16,493
      III-C          27,149     40,724      11,111     16,667
      III-D            -          -          2,370      3,555
      III-E           3,327      4,991      32,297     48,446
      III-F           1,530      2,295      10,167     15,251
      III-G            -          -          4,297      6,446


These  amounts were recorded as gas  imbalance  payables in accordance  with the
sales  method.  These gas  imbalance  payables  will be  settled  by either  gas
production  by the  underproduced  party in excess of the current  estimates  of
total gas reserves for the well or by a negotiated or contractual payment to the
underproduced party.

      The Partnerships have not entered into any hedging or derivative contracts
in connection with their production and sale of oil and gas.


      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



                                      F-49
<PAGE>



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.


      New Accounting Pronouncements

      Below is a brief  description of Financial  Accounting  Standards  ("FAS")
recently issued by the Financial  Accounting  Standards Board ("FASB") which may
have an impact on the  Partnerships'  future results of operations and financial
position.

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived  assets (mainly plugging and abandonment  costs for the Partnerships'
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  has not yet  determined  the effect of
adopting this statement on the Partnerships'  financial  condition or results of
operations.

      In  August  2001,  the  FASB  issued  FAS  No.  144,  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets",  which is effective  for fiscal
years beginning after December 15, 2001 (January 1, 2002 for the  Partnerships).
This  statement  supersedes  FAS  No.  121  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships,  are essentially the same as
FAS No.  121 and thus  are not  expected  to have a  significant  effect  on the
Partnerships' financial condition or results of operations.



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



                                      F-50
<PAGE>



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 administrative overhead costs for
the years ended December 31, 2001, 2000, and 1999:

           Partnership      2001         2000         1999
           -----------    --------     --------     --------

              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
2001, 2000, and 1999:

   Partnership           Purchaser              Percentage
   -----------   ------------------------   -----------------------
                                            2001     2000     1999
                                            -----    -----    -----

      III-A      Phibro Energy, Inc.
                   ("Phibro")               27.9%    23.9%    22.8%
                 Valero Industrial Gas
                   L.P. ("Valero")          25.2%    24.8%    27.2%
                 El Paso Energy Marketing
                   Company ("El Paso")      18.3%    24.1%    26.7%
                 Conoco, Inc.               11.4%      -        -





                                      F-51
<PAGE>



      III-B      Phibro                     32.0%    25.6%    25.4%
                 Valero                     20.3%    18.8%    21.4%
                 El Paso                    14.4%    18.1%    20.2%
                 Conoco, Inc.               13.0%      -        -
                 Sun Refining & Marketing
                   Company                    -      14.2%    17.0%

      III-C      El Paso                    63.5%    58.2%    59.0%

      III-D      El Paso                    66.7%    56.6%    58.5%
                 Eaglwing Trading, Inc.
                   ("Eaglwing")             15.2%    21.8%    15.8%

      III-E      Eaglwing                   36.3%    43.8%    35.4%
                 El Paso                    21.7%    16.3%    12.1%

      III-F      El Paso                    45.8%    37.8%    28.2%
                 Eaglwing                   11.1%    13.5%      -
                 Amoco Production Co.         -      11.1%    10.6%

      III-G      El Paso                    40.4%    31.6%    23.7%
                 Eaglwing                   12.9%    14.9%      -
                 Amoco Production Co.         -      12.2%    11.5%

      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, 2001 and 2000 were as follows:



                                      F-52
<PAGE>



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

                                          2001           2000
                                      -------------  -------------

   Proved properties                   $15,858,277    $15,563,951

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                  ( 14,551,781)  ( 14,050,530)
                                        ----------     ----------
        Net oil and gas
           properties                  $ 1,306,496    $ 1,513,421
                                        ==========     ==========

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

                                          2001           2000
                                      -------------  -------------
   Proved properties                   $ 9,523,020    $ 9,323,727

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                  (  8,772,989)  (  8,466,387)
                                        ----------     ----------
        Net oil and gas
           properties                  $   750,031    $   857,340
                                        ==========     ==========


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

                                          2001           2000
                                      -------------  -------------
   Proved properties                   $18,107,950    $17,983,626

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                  ( 16,287,273)    15,919,687)
                                        ----------     ----------

        Net oil and gas
           properties                  $ 1,820,677    $ 2,063,939
                                        ==========     ==========



                                      F-53
<PAGE>



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

                                          2001           2000
                                      -------------  -------------
   Proved properties                   $10,836,991    $10,778,960

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                  ( 10,101,069)  (  9,975,618)
                                        ----------     ----------

        Net oil and gas
           properties                  $   735,922    $   803,342
                                        ==========     ==========

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

                                          2001           2000
                                      -------------  -------------
   Proved properties                   $32,121,545    $32,150,380

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                  ( 29,567,735)  ( 29,584,521)
                                        ----------     ----------

        Net oil and gas
           properties                  $ 2,553,810    $ 2,565,859
                                        ==========     ==========

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

                                          2001           2000
                                      -------------  -------------
   Proved properties                   $13,943,734    $15,201,085

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                  ( 11,995,183)  ( 13,037,437)
                                        ----------     ----------

        Net oil and gas
           properties                  $ 1,948,551    $ 2,163,648
                                        ==========     ==========



                                      F-54
<PAGE>



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

                                          2001           2000
                                      -------------  -------------
   Proved properties                   $ 7,876,840    $ 8,618,076

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                  (  6,812,298)  (  7,463,835)
                                        ----------     ----------

        Net oil and gas
           properties                  $ 1,064,542    $ 1,154,241
                                        ==========     ==========


      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition or exploration  activities during the years ended December 31, 2001,
2000, and 1999.  Costs incurred by the  Partnerships  in connection with oil and
gas property development activities for the years ended December 31, 2001, 2000,
and 1999 were as follows:

           Partnership      2001        2000       1999
           -----------    --------    --------   --------

              III-A       314,177     $ 13,509   $ 8,919
              III-B       207,751        8,907     2,915
              III-C       128,049       25,540    44,522
              III-D        58,029       24,429    41,676
              III-E       338,130      224,656    79,519
              III-F        52,855      175,878    69,027
              III-G        53,457      103,365    38,468


      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 of
America,  for the periods  indicated.  The proved reserves at December 31, 2001,
2000, and 1999 were estimated by petroleum  engineers  employed by affiliates of
the  Partnerships.  Certain  reserve  information  was  reviewed  by Ryder Scott
Company,   L.P.,  an  independent  petroleum  engineering  firm.  The  following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volumes to differ from the reserve  reports  prepared by the General Partner and
reviewed by Ryder Scott.



                                      F-55
<PAGE>




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

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

Proved reserves, Dec. 31, 1998              92,124     4,729,415
   Production                             ( 35,784)   (  665,717)
   Revision of previous
      estimates                             65,715        59,622
                                           -------     ---------

Proved reserves, Dec. 31, 1999             122,055     4,123,320
   Production                             ( 49,908)   (  678,985)
   Sale of minerals in place              (  2,217)   (    1,198)
   Extensions and discoveries                3,244       413,970
   Revision of previous
      estimates                             61,667       770,780
                                           -------     ---------

Proved reserves, Dec. 31, 2000             134,841     4,627,887
   Production                             ( 82,520)   (  791,697)
   Sale of minerals in place              (    137)   (    7,596)
   Extensions and discoveries              107,611       362,597
   Revision of previous
      estimates                             31,991    (  169,430)
                                           -------     ---------

Proved reserves, Dec. 31, 2001             191,786     4,021,761
                                           =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 1999                       116,761     4,061,061
                                           =======     =========
   December 31, 2000                       129,658     4,576,603
                                           =======     =========
   December 31, 2001                       186,601     3,970,473
                                           =======     =========




                                      F-56
<PAGE>




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

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

Proved reserves, Dec. 31, 1998              91,163     2,174,036
   Production                             ( 33,676)   (  299,745)
   Revision of previous
      estimates                             65,332        36,674
                                           -------     ---------

Proved reserves, Dec. 31, 1999             122,819     1,910,965
   Production                             ( 40,544)   (  326,603)
   Extensions and discoveries                1,339        78,049
   Revision of previous
      estimates                             45,163       419,129
                                           -------     ---------

Proved reserves, Dec. 31, 2000             128,777     2,081,540
   Production                             ( 58,965)   (  400,249)
   Sale of minerals in place              (     58)   (    3,203)
   Extensions and discoveries               70,945       239,174
   Revision of previous
      estimates                           (  5,797)   (   65,431)
                                           -------     ---------

Proved reserves, Dec. 31, 2001             134,902     1,851,831
                                           =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 1999                       119,351     1,872,029
                                           =======     =========
   December 31, 2000                       125,359     2,047,715
                                           =======     =========
   December 31, 2001                       131,480     1,817,998
                                           =======     =========




                                      F-57
<PAGE>




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

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

Proved reserves, Dec. 31, 1998             134,669     5,768,481
   Production                             ( 23,931)   (  997,209)
   Sale of minerals in place              (    491)   (    4,139)
   Revision of previous
      estimates                             38,601       606,130
                                           -------     ---------

Proved reserves, Dec. 31, 1999             148,848     5,373,263
   Production                             ( 19,431)   (  994,305)
   Sale of minerals in place              (    495)   (      262)
   Extensions and discoveries                  561        29,368
   Revision of previous
      estimates                           (  2,240)    1,004,626
                                           -------     ---------

Proved reserves, Dec. 31, 2000             127,243     5,412,690
   Production                             ( 14,973)   (  935,377)
   Sale of minerals in place              (    303)   (    5,635)
   Extensions and discoveries                1,758        57,794
   Revision of previous
      estimates                           ( 28,572)      602,560
                                           -------     ---------

Proved reserves, Dec. 31, 2001              85,153     5,132,032
                                           =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 1999                       148,826     5,371,134
                                           =======     =========
   December 31, 2000                       127,243     5,412,690
                                           =======     =========
   December 31, 2001                        85,153     5,132,032
                                           =======     =========




                                      F-58
<PAGE>




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

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

Proved reserves, Dec. 31, 1998             125,866     2,838,890
   Production                             ( 36,148)   (  716,804)
   Extensions and discoveries                2,478        18,856
   Revision of previous
      estimates                            283,892       659,001
                                           -------     ---------

Proved reserves, Dec. 31, 1999             376,088     2,799,943
   Production                             ( 31,388)   (  629,117)
   Sale of minerals in place              (  4,343)   (  124,420)
   Revision of previous
      estimates                             18,964       909,263
                                           -------     ---------

Proved reserves, Dec. 31, 2000             359,321     2,955,669
   Production                             ( 27,570)   (  561,664)
   Sale of minerals in place              (     27)   (      572)
   Extensions and discoveries                 -          164,924
   Revision of previous
      estimates                           (134,351)      390,180
                                           -------     ---------

Proved reserves, Dec. 31, 2001             197,373     2,948,537
                                           =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 1999                       376,088     2,799,943
                                           =======     =========
   December 31, 2000                       359,321     2,955,669
                                           =======     =========
   December 31, 2001                       197,373     2,948,537
                                           =======     =========




                                      F-59
<PAGE>




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

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

Proved reserves, Dec. 31, 1998               601,310    8,016,475
   Production                             (  205,197)  (1,856,697)
   Extensions and discoveries                  2,322       92,291
   Revision of previous
      estimates                            1,945,590    1,828,696
                                           ---------   ----------

Proved reserves, Dec. 31, 1999             2,344,025    8,080,765
   Production                             (  183,876)  (1,526,586)
   Sale of minerals in place              (   31,281)  (  930,134)
   Extensions and discoveries                  4,225    1,879,168
   Revision of previous
      estimates                               83,030    1,448,318
                                           ---------    ---------

Proved reserves, Dec. 31, 2000             2,216,123    8,951,531
   Production                             (  162,557)  (1,226,795)
   Sale of minerals in place              (    1,513)        -
   Extensions and discoveries                    121    1,154,075
   Revision of previous
      estimates                           (  927,113)  (   44,375)
                                           ---------    ---------

Proved reserves, Dec. 31, 2001             1,125,061    8,834,436
                                           =========    =========

PROVED DEVELOPED RESERVES:
   December 31, 1999                       2,344,025    8,080,765
                                           =========    =========
   December 31, 2000                       2,216,123    8,951,531
                                           =========    =========
   December 31, 2001                       1,125,061    8,834,436
                                           =========    =========




                                      F-60
<PAGE>




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

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

Proved reserves, Dec. 31, 1998             231,882     4,726,953
   Production                             ( 55,619)   (  732,832)
   Sale of minerals in place              ( 17,463)   (   42,191)
   Extensions and discoveries                1,948        77,500
   Revision of previous
      estimates                            229,061       135,100
                                           -------     ---------

Proved reserves, Dec. 31, 1999             389,809     4,164,530
   Production                             ( 43,620)   (  654,833)
   Sale of minerals in place              ( 47,792)   (   35,496)
   Extensions and discoveries                3,553     1,577,994
   Revision of previous
      estimates                             50,634       480,654
                                           -------     ---------

Proved reserves, Dec. 31, 2000             352,584     5,532,849
   Production                             ( 27,090)   (  621,792)
   Sale of minerals in place              ( 90,178)         -
   Revision of previous
      estimates                           ( 20,901)   (  295,205)
                                           -------     ---------

Proved reserves, Dec. 31, 2001             214,415     4,615,852
                                           =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 1999                       389,809     4,164,530
                                           =======     =========
   December 31, 2000                       352,584     5,532,849
                                           =======     =========
   December 31, 2001                       214,415     4,615,852
                                           =======     =========




                                      F-61
<PAGE>




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


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

Proved reserves, Dec. 31, 1998             171,790     2,525,720
   Production                             ( 40,292)   (  409,664)
   Sale of minerals in place              ( 11,547)   (   27,863)
   Extensions and discoveries                1,135        38,608
   Revision of previous
      estimates                            171,902       141,982
                                           -------     ---------

Proved reserves, Dec. 31, 1999             292,988     2,268,783
   Production                             ( 32,013)   (  333,031)
   Sale of minerals in place              ( 32,702)   (   18,518)
   Extensions and discoveries                2,229       785,422
   Revision of previous
      estimates                             35,525       244,390
                                           -------     ---------

Proved reserves, Dec. 31, 2000             266,027     2,947,046
   Production                             ( 20,694)   (  326,795)
   Sale of minerals in place              ( 59,425)   (       13)
   Extensions and discoveries               10,720         5,763
   Revision of previous
      estimates                           ( 14,664)   (  144,618)
                                           -------     ---------

Proved reserves, Dec. 31, 2001             181,964     2,481,383
                                           =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 1999                       292,988     2,268,783
                                           =======     =========
   December 31, 2000                       266,027     2,947,046
                                           =======     =========
   December 31, 2001                       181,964     2,481,383
                                           =======     =========






                                      F-62
<PAGE>



5.    QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2001 and 2000 are as
      follows:

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

                                                 2001
                          ---------------------------------------------------
                            First        Second         Third      Fourth
                           Quarter       Quarter       Quarter     Quarter(2)
                          ---------     ---------     ---------   -----------

Total Revenues            $1,676,351   $1,200,987    $1,546,060   $1,040,744
Gross Profit (1)           1,460,853      920,839     1,373,466      688,894
Net Income                 1,299,729      780,227     1,181,228      354,907
Limited Partners'
   Net Income
   Per Unit                     4.41         2.64          3.99         1.12

                                                 2000
                          ---------------------------------------------------
                            First        Second         Third       Fourth
                           Quarter       Quarter       Quarter      Quarter
                          ---------     ---------     ---------   -----------

Total Revenues            $659,856        $898,662    $1,116,537  $1,469,891
Gross Profit (1)           440,708         665,684       874,985   1,310,358
Net Income                 248,632         497,207       693,305   1,260,648
Limited Partners'
   Net Income
   Per Unit                    .88            1.67          2.26        4.37


------------------
(1)  Total revenues less oil and gas production expenses.
(2)  Significant  decline in Fourth  Quarter Net Income  resulted  from  certain
     significant wells becoming uneconomical,  resulting in higher depreciation,
     depletion and amortization.



                                      F-63
<PAGE>



                                III-B Partnership
                                -----------------
                                                2001
                          ---------------------------------------------------
                            First        Second         Third      Fourth
                           Quarter       Quarter       Quarter     Quarter(2)
                          ---------     ---------     ---------   -----------

Total Revenues            $911,955      $677,519       $959,292    $617,105
Gross Profit (1)           781,858       497,083        858,704     397,480
Net Income                 688,517       421,221        750,031     190,329
Limited Partners'
   Net Income
   Per Unit                   4.20          2.55           4.55        1.00

                                                2000

                          ---------------------------------------------------
                            First        Second         Third       Fourth
                           Quarter       Quarter       Quarter      Quarter
                          ---------     ---------     ---------   -----------

Total Revenues            $455,515      $531,702      $675,453     $814,438
Gross Profit (1)           320,227       391,599       519,487      720,514
Net Income                 214,011       300,566       418,714      695,619
Limited Partners'
   Net Income
   Per Unit                   1.26          1.80         2.51          4.30


--------------------
(1)   Total revenues less oil and gas production expenses.
(2)   Significant  decline in Fourth  Quarter Net Income  resulted  from certain
      significant wells becoming uneconomical, resulting in higher depreciation,
      depletion and amortization.



                                      F-64
<PAGE>



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

                                                    2001
                          ---------------------------------------------------
                            First        Second         Third      Fourth
                           Quarter       Quarter       Quarter     Quarter(2)
                          ---------     ---------     ---------   -----------

Total Revenues            $1,996,751    $1,250,276    $  631,439   $  577,066
Gross Profit (1)           1,696,948     1,039,204       473,118      265,885
Net Income                 1,539,290       903,129       343,758       31,234
Limited Partners'
   Net Income
   Per Unit                     5.97          3.50          1.33          .05

                                                    2000

                          ---------------------------------------------------
                            First        Second         Third       Fourth
                           Quarter       Quarter       Quarter      Quarter
                          ---------     ---------     ---------   -----------

Total Revenues            $  728,078   $  942,965    $1,125,883   $1,455,642
Gross Profit (1)             527,295      772,897       892,295    1,081,257
Net Income                   338,583      621,526       721,923    1,016,070
Limited Partners'
   Net Income
   Per Unit                     1.30         2.41          2.79         3.95


--------------------
(1)   Total revenues less oil and gas production expenses.
(2)   Significant  decline in Fourth  Quarter Net Income  resulted  from certain
      significant wells becoming uneconomical, resulting in higher depreciation,
      depletion and amortization.



                                      F-65
<PAGE>



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

                                                    2001
                          ---------------------------------------------------
                            First        Second         Third      Fourth
                           Quarter       Quarter       Quarter     Quarter
                          ---------     ---------     ---------   -----------

Total Revenues            $1,284,101     $807,022     $463,488      $385,362
Gross Profit (1)           1,014,038      607,400      329,296        74,568
Net Income                   929,959      540,606      264,281         2,224
Limited Partners'
   Net Income (Loss)
   Per Unit                     6.74         3.91         1.80     (     .01)

                                                    2000

                          ---------------------------------------------------
                            First        Second         Third       Fourth
                           Quarter       Quarter       Quarter      Quarter
                          ---------     ---------     ---------   -----------

Total Revenues            $  836,099    $699,860       $824,520    $961,560
Gross Profit (1)             620,659     531,985        618,260     655,572
Net Income                   522,188     452,016        530,203     498,359
Limited Partners'
   Net Income
   Per Unit                     3.77        3.27           3.83        3.58


----------------------
(1) Total revenues less oil and gas production expenses.



                                      F-66
<PAGE>



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

                                                    2001

                          ---------------------------------------------------
                            First        Second         Third      Fourth
                           Quarter       Quarter       Quarter     Quarter(2)
                          ---------     ---------     ---------   -----------

Total Revenues            $3,217,137   $2,258,312    $1,596,992   $1,274,641
Gross Profit (1)           2,177,211    1,419,655     1,076,003      162,972
Net Income (Loss)          1,961,324    1,233,699       891,726  (    80,850)
Limited Partners'
   Net Income (Loss)
   Per Unit                     4.45         2.80          1.90  (       .20)

                                                    2000

                          ---------------------------------------------------
                            First        Second         Third       Fourth
                           Quarter       Quarter       Quarter      Quarter
                          ---------     ---------     ---------   -----------

Total Revenues            $3,791,774   $2,619,019   $2,508,516   $2,969,886
Gross Profit (1)           2,842,907    1,789,356    1,643,189    1,961,236
Net Income                 2,576,370    1,559,810    1,423,014    1,771,391
Limited Partners'
   Net Income
   Per Unit                     5.84         3.54         3.22        4.02


----------------------------
(1)   Total revenues less oil and gas production expenses.
(2)   Significant  decline in Fourth  Quarter Net Income  resulted  from certain
      significant wells becoming uneconomical, resulting in higher depreciation,
      depletion and amortization.



                                      F-67
<PAGE>



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

                                                    2001

                          ---------------------------------------------------
                            First        Second         Third      Fourth
                           Quarter       Quarter       Quarter     Quarter(2)
                          ---------     ---------     ---------   -----------

Total Revenues            $1,592,872   $  823,646     $502,921    $  381,821
Gross Profit (1)           1,287,969      586,836      328,503       206,459
Net Income                 1,142,811      471,258      212,852        58,669
Limited Partners'
   Net Income
   Per Unit                     4.89         2.02         .90            .24

                                                    2000

                          ---------------------------------------------------
                            First        Second         Third       Fourth
                           Quarter       Quarter       Quarter      Quarter
                          ---------     ---------     ---------   -----------

Total Revenues            $  815,190    $1,028,017    $731,451     $1,169,034
Gross Profit (1)             569,885       820,395     528,604        957,573
Net Income                   377,397       663,401     387,177        839,827
Limited Partners'
   Net Income
   Per Unit                     1.60          2.83        1.65           3.59


-----------------------
(1)   Total revenues less oil and gas production expenses.
(2)   Significant  decline in Fourth  Quarter Net Income  resulted  from certain
      significant wells becoming uneconomical, resulting in higher depreciation,
      depletion and amortization.



                                      F-68
<PAGE>



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

                                                    2001

                          ---------------------------------------------------
                            First        Second         Third      Fourth
                           Quarter       Quarter       Quarter     Quarter(2)
                          ---------     ---------     ---------   -----------

Total Revenues            $931,302       $466,708     $297,644     $241,956
Gross Profit (1)           751,876        323,058      184,591      130,369
Net Income                 665,732        259,663      121,402       49,513
Limited Partners'
   Net Income
   Per Unit                   5.18           2.01          .94          .37


                                                    2000

                          ---------------------------------------------------
                            First        Second         Third      Fourth
                           Quarter       Quarter       Quarter     Quarter
                          ---------     ---------     ---------   -----------

Total Revenues            $489,944       $664,837      $478,149    $675,133
Gross Profit (1)           332,001        532,654       352,629     538,539
Net Income                 236,332        451,433       279,426     469,854
Limited Partners'
   Net Income
   Per Unit                   1.83           3.50          2.17        3.65


---------------------
(1)   Total revenues less oil and gas production expenses.
(2)   Significant  decline in Fourth  Quarter Net Income  resulted  from certain
      significant wells becoming uneconomical, resulting in higher depreciation,
      depletion and amortization.




                                      F-69
<PAGE>



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

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

4.1        Agreement of Limited  Partnership dated November 17, 1989 for Geodyne
           Energy  Income  Limited  Partnership  III-A  filed as Exhibit  4.1 to
           Registrant's  Annual Report on Form 10-K for the year ended  December
           31,  1999,  filed with the SEC on February  25,  2000,  and is hereby
           incorporated by reference.

*4.2       Certificate  of  Limited  Partnership  dated  January  24,  1990  for
           Geodyne Energy Income Limited Partnership III-A.

 4.3       First  Amendment  to  Certificate  of Limited  Partnership  and First
           Amendment to Agreement of Limited Partnership dated February 24, 1993
           for Geodyne Energy Income Limited  Partnership III-A filed as Exhibit
           4.5 to  Registrant's  Annual  Report on Form 10-K for the year  ended
           December  31, 1999,  filed with the SEC on February 25, 2000,  and is
           hereby incorporated by reference.

 4.4       Second Amendment to Agreement of Limited  Partnership dated August 4,
           1993 for Geodyne  Energy Income  Limited  Partnership  III-A filed as
           Exhibit 4.8 to  Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 1999, filed with the SEC on February 25, 2000, and
           is hereby incorporated by reference.

*4.5       Second  Amendment to Certificate of Limited  Partnership  dated July
           1, 1996 for Geodyne Energy Income Limited Partnership III-A.

 4.6       Third Amendment to Agreement of Limited  Partnership dated August 31,
           1995 for Geodyne  Energy Income  Limited  Partnership  III-A filed as
           Exhibit 4.15 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 1999, filed with the SEC on February 25, 2000, and
           is hereby incorporated by reference.

 4.7       Fourth  Amendment to Agreement of Limited  Partnership  dated July 1,
           1996 for Geodyne  Energy Income  Limited  Partnership  III-A filed as
           Exhibit 4.22 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 1999, filed with the SEC on February 25, 2000, and
           is hereby incorporated by reference.

 4.8       Fifth  Amendment to Agreement of Limited  Partnership  dated November
           15, 1999 for Geodyne Energy Income Limited Partnership III-A filed as
           Exhibit 4.25 to



                                      F-70
<PAGE>



           Registrant's  Annual Report on Form 10-K for the year ended  December
           31,  1999,  filed with the SEC on February  25,  2000,  and is hereby
           incorporated by reference.

*4.9       Sixth Amendment to Agreement of Limited  Partnership  dated November
           14, 2001, for the Geodyne Energy Income Limited Partnership III-A.

 4.10      Agreement of Limited  Partnership  dated January 24, 1990 for Geodyne
           Energy  Income  Limited  Partnership  III-B  filed as Exhibit  4.2 to
           Registrant's  Annual Report on Form 10-K for the year ended  December
           31,  1999,  filed with the SEC on February  25,  2000,  and is hereby
           incorporated by reference.

*4.11      Certificate  of  Limited   Partnership  dated  January  24, 1990  for
           Geodyne Energy Income Limited Partnership III-B.

 4.12      First  Amendment  to  Certificate  of Limited  Partnership  and First
           Amendment to Agreement of Limited Partnership dated February 24, 1993
           for Geodyne Energy Income Limited  Partnership III-B filed as Exhibit
           4.6 to  Registrant's  Annual  Report on Form 10-K for the year  ended
           December  31, 1999,  filed with the SEC on February 25, 2000,  and is
           hereby incorporated by reference.

 4.13      Second Amendment to Agreement of Limited  Partnership dated August 4,
           1993 for Geodyne  Energy Income  Limited  Partnership  III-B filed as
           Exhibit 4.9 to  Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 1999, filed with the SEC on February 25, 2000, and
           is hereby incorporated by reference.

 4.14      Third Amendment to Agreement of Limited  Partnership dated August 31,
           1995 for Geodyne  Energy Income  Limited  Partnership  III-B filed as
           Exhibit 4.16 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 1999, filed with the SEC on February 25, 2000, and
           is hereby incorporated by reference.

*4.15      Second Amendment to Certificate of Limited  Partnership dated July 1,
           1996 for Geodyne Energy Income Limited Partnership III-B.

 4.16      Fourth  Amendment to Agreement of Limited  Partnership  dated July 1,
           1996 for Geodyne  Energy Income  Limited  Partnership  III-B filed as
           Exhibit 4.23 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 1999, filed with the SEC on February 25, 2000, and
           is hereby incorporated by reference.



                                      F-71
<PAGE>



 4.17      Fifth  Amendment to Agreement of Limited  Partnership  dated December
           30, 1999 for Geodyne Energy Income Limited Partnership III-B filed as
           Exhibit 4.26 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 1999, filed with the SEC on February 25, 2000, and
           is hereby incorporated by reference.

*4.18      Sixth  Amendment to Agreement of Limited  Partnership  dated November
           14, 2001, for the Geodyne Energy Income Limited Partnership III-B.

 4.19      Agreement of Limited  Partnership dated February 26, 1990 for Geodyne
           Energy  Income  Limited  Partnership  III-C  filed as Exhibit  4.3 to
           Registrant's  Annual Report on Form 10-K for the year ended  December
           31,  1999,  filed with the SEC on February  25,  2000,  and is hereby
           incorporated by reference.

*4.20      Certificate  of  Limited   Partnership   dated  February 26, 1990 for
           Geodyne Energy Income Limited Partnership III-C.

 4.21      First  Amendment  to  Certificate  of Limited  Partnership  and First
           Amendment to Agreement of Limited Partnership dated February 24, 1993
           for Geodyne Energy Income Limited  Partnership III-C filed as Exhibit
           4.7 to  Registrant's  Annual  Report on Form 10-K for the year  ended
           December  31, 1999,  filed with the SEC on February 25, 2000,  and is
           hereby incorporated by reference.

 4.22      Second Amendment to Agreement of Limited  Partnership dated August 4,
           1993 for Geodyne  Energy Income  Limited  Partnership  III-C filed as
           Exhibit 4.19 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 1999, filed with the SEC on February 25, 2000, and
           is hereby incorporated by reference.

 4.23      Third Amendment to Agreement of Limited  Partnership dated August 31,
           1995 for Geodyne  Energy Income  Limited  Partnership  III-C filed as
           Exhibit 4.17 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 1999, filed with the SEC on February 25, 2000, and
           is hereby incorporated by reference.

*4.24      Second Amendment to Certificate of Limited  Partnership dated July 1,
           1996 for Geodyne Energy Income Limited Partnership III-C.

 4.25      Fourth  Amendment to Agreement of Limited  Partnership  dated July 1,
           1996 for Geodyne  Energy Income  Limited  Partnership  III-C filed as
           Exhibit 4.24 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 1999, filed with the SEC on February 25, 2000, and
           is hereby incorporated by reference.



                                      F-72
<PAGE>



 4.26      Fifth  Amendment to Agreement of Limited  Partnership  dated December
           30, 1999 for Geodyne Energy Income Limited Partnership III-C filed as
           Exhibit 4.27 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 1999, filed with the SEC on February 25, 2000, and
           is hereby incorporated by reference.

*4.27      Sixth  Amendment to Agreement of Limited  Partnership  dated November
           14, 2001, for the Geodyne Energy Income Limited Partnership III-C.

 4.28      Agreement of Limited  Partnership dated September 5, 1990 for Geodyne
           Energy  Income  Limited  Partnership  III-D  filed as Exhibit  4.4 to
           Registrant's  Annual Report on Form 10-K for the year ended  December
           31,  2000,  filed  with  the SEC on  March  5,  2001,  and is  hereby
           incorporated by reference.

*4.29      Certificate  of  Limited  Partnership  dated  September  5,  1990 for
           Geodyne Energy Income Limited Partnership III-D.

 4.30      First  Amendment  to  Certificate  of Limited  Partnership  and First
           Amendment to Agreement of Limited Partnership dated February 24, 1993
           for Geodyne Energy Income Limited  Partnership III-D filed as Exhibit
           4.11 to  Registrant's  Annual  Report on Form 10-K for the year ended
           December 31, 2000, filed with the SEC on March 5, 2001, and is hereby
           incorporated by reference.

 4.31      Second Amendment to Agreement of Limited  Partnership dated August 4,
           1993 for Geodyne  Energy Income  Limited  Partnership  III-D filed as
           Exhibit 4.18 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2000,  filed with the SEC on March 5, 2001, and is
           hereby incorporated by reference.

 4.32      Third Amendment to Agreement of Limited  Partnership dated August 31,
           1995 for Geodyne  Energy Income  Limited  Partnership  III-D filed as
           Exhibit 4.25 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2000,  filed with the SEC on March 5, 2001, and is
           hereby incorporated by reference.

*4.33      Second Amendment to Certificate of Limited  Partnership dated July 1,
           1996 for Geodyne Energy Income Limited Partnership III-D.

 4.34      Fourth  Amendment to Agreement of Limited  Partnership  dated July 1,
           1996 for the Geodyne Energy Income Limited Partnership III-D filed as
           Exhibit 4.32 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2000,  filed with the SEC on March 5, 2001, and is
           hereby incorporated by reference.



                                      F-73
<PAGE>




 4.35      Fifth Amendment to Agreement of Limited  Partnership dated August 23,
           2000 for the Geodyne Energy Income Limited Partnership III-D filed as
           Exhibit 4.39 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2000,  filed with the SEC on March 5, 2001, and is
           hereby incorporated by reference.

 4.36      Agreement of Limited  Partnership dated December 26, 1990 for Geodyne
           Energy  Income  Limited  Partnership  III-E  filed as Exhibit  4.5 to
           Registrant's  Annual Report on Form 10-K for the year ended  December
           31,  2000,  filed  with  the SEC on  March  5,  2001,  and is  hereby
           incorporated by reference.

*4.37      Certificate  of  Limited  Partnership  dated December  26,  1990  for
           Geodyne Energy Income Limited Partnership III-E.

 4.38      First  Amendment  to  Certificate  of Limited  Partnership  and First
           Amendment to Agreement of Limited Partnership dated February 24, 1993
           for Geodyne Energy Income Limited  Partnership III-E filed as Exhibit
           4.12 to  Registrant's  Annual  Report on Form 10-K for the year ended
           December 31, 2000, filed with the SEC on March 5, 2001, and is hereby
           incorporated by reference.

 4.39      Second Amendment to Agreement of Limited  Partnership dated August 4,
           1993 for Geodyne  Energy Income  Limited  Partnership  III-E filed as
           Exhibit 4.19 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2000,  filed with the SEC on March 5, 2001, and is
           hereby incorporated by reference.

 4.40      Third Amendment to Agreement of Limited  Partnership dated August 31,
           1995 for Geodyne  Energy Income  Limited  Partnership  III-E filed as
           Exhibit 4.26 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2000,  filed with the SEC on March 5, 2001, and is
           hereby incorporated by reference.

*4.41      Second Amendment to Certificate of Limited  Partnership dated July 1,
           1996 for Geodyne Energy Income Limited Partnership III-E.

 4.42      Fourth  Amendment to Agreement of Limited  Partnership  dated July 1,
           1996 for the Geodyne Energy Income Limited Partnership III-E filed as
           Exhibit 4.33 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2000,  filed with the SEC on March 5, 2001, and is
           hereby incorporated by reference.

 4.43      Fifth  Amendment to Agreement of Limited  Partnership  dated November
           15, 2000 for the Geodyne Energy Income



                                      F-74
<PAGE>



           Limited  Partnership  III-E  filed as  Exhibit  4.40 to  Registrant's
           Annual  Report on Form 10-K for the year  ended  December  31,  2000,
           filed with the SEC on March 5, 2001,  and is hereby  incorporated  by
           reference.

 4.44      Agreement  of Limited  Partnership  dated  March 7, 1991 for  Geodyne
           Energy  Income  Limited  Partnership  III-F  filed as Exhibit  4.6 to
           Registrant's  Annual Report on Form 10-K for the year ended  December
           31,  2000,  filed  with  the SEC on  March  5,  2001,  and is  hereby
           incorporated by reference.

*4.45      Certificate  of Limited Partnership dated March 7,  1991 for  Geodyne
           Energy Income Limited Partnership III-F.

 4.46      First  Amendment  to  Certificate  of Limited  Partnership  and First
           Amendment to Agreement of Limited Partnership dated February 24, 1993
           for Geodyne Energy Income Limited  Partnership III-F filed as Exhibit
           4.13 to  Registrant's  Annual  Report on Form 10-K for the year ended
           December 31, 2000, filed with the SEC on March 5, 2001, and is hereby
           incorporated by reference.

 4.47      Second Amendment to Agreement of Limited  Partnership dated August 4,
           1993 for Geodyne  Energy Income  Limited  Partnership  III-F filed as
           Exhibit 4.20 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2000,  filed with the SEC on March 5, 2001, and is
           hereby incorporated by reference.

*4.48      Second Amendment to Certificate of Limited  Partnership dated July 1,
           1996 for Geodyne Energy Income Limited Partnership III-F.

 4.49      Third Amendment to Agreement of Limited  Partnership dated August 31,
           1995 for Geodyne  Energy Income  Limited  Partnership  III-F filed as
           Exhibit 4.27 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2000,  filed with the SEC on March 5, 2001, and is
           hereby incorporated by reference.

 4.50      Fourth  Amendment to Agreement of Limited  Partnership  dated July 1,
           1996 for the Geodyne Energy Income Limited Partnership III-F filed as
           Exhibit 4.34 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2000,  filed with the SEC on March 5, 2001, and is
           hereby incorporated by reference.

 4.51      Fifth Amendment to Agreement of Limited Partnership dated February 5,
           2001 for the Geodyne Energy Income Limited Partnership III-F filed as
           Exhibit 4.41 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2000,  filed with the SEC on March 5, 2001, and is
           hereby incorporated by reference.



                                      F-75
<PAGE>




 4.52      Agreement of Limited Partnership dated September 20, 1991 for Geodyne
           Energy  Income  Limited  Partnership  III-G  filed as Exhibit  4.7 to
           Registrant's  Annual Report on Form 10-K for the year ended  December
           31,  2000,  filed  with  the SEC on  March  5,  2001,  and is  hereby
           incorporated by reference.

*4.53      Certificate  of  Limited  Partnership  dated September  20, 1991  for
           Geodyne Energy Income Limited Partnership III-G.

 4.54      First  Amendment  to  Certificate  of Limited  Partnership  and First
           Amendment to Agreement of Limited Partnership dated February 24, 1993
           for Geodyne Energy Income Limited  Partnership III-G filed as Exhibit
           4.4 to  Registrant's  Annual  Report on Form 10-K for the year  ended
           December 31, 2000, filed with the SEC on March 5, 2001, and is hereby
           incorporated by reference.

 4.55      Second Amendment to Agreement of Limited  Partnership dated August 4,
           1993 for Geodyne  Energy Income  Limited  Partnership  III-G filed as
           Exhibit 4.21 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2000,  filed with the SEC on March 5, 2001, and is
           hereby incorporated by reference.

 4.56      Third Amendment to Agreement of Limited  Partnership dated August 31,
           1995 for Geodyne  Energy Income  Limited  Partnership  III-G filed as
           Exhibit 4.28 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2000,  filed with the SEC on March 5, 2001, and is
           hereby incorporated by reference.

*4.57      Second Amendment to Certificate of Limited  Partnership dated July 1,
           1996 for Geodyne Energy Income Limited Partnership III-G.

 4.58      Fourth  Amendment to Agreement of Limited  Partnership  dated July 1,
           1996 for the Geodyne Energy Income Limited Partnership III-G filed as
           Exhibit 4.35 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2000,  filed with the SEC on March 5, 2001, and is
           hereby incorporated by reference.

*4.59      Fifth Amendment to Agreement of Limited  Partnership  dated September
           6, 2001, for the Geodyne Energy Income Limited Partnership III-G.

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

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



                                      F-76
<PAGE>




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

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

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

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

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

      All other Exhibits are omitted as inapplicable.

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



                                      F-77