<PAGE>

                             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, 1996

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 
           -----       -----
<PAGE>
<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   Depository  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

                                  ii
<PAGE>
<PAGE>
                             FORM 10-K405
                           TABLE OF CONTENTS



PART I  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 1.   BUSINESS . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 2.   PROPERTIES . . . . . . . . . . . . . . . . . . . .    6
     ITEM 3.   LEGAL PROCEEDINGS  . . . . . . . . . . . . . . . .   21
     ITEM 4.   SUBMISSION   OF  MATTERS  TO  A  VOTE  OF  LIMITED
               PARTNERS . . . . . . . . . . . . . . . . . . . . .   24

PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24
     ITEM 5.   MARKET  FOR  UNITS  AND  RELATED  LIMITED  PARTNER
               MATTERS  . . . . . . . . . . . . . . . . . . . . .   24
     ITEM 6.   SELECTED FINANCIAL DATA  . . . . . . . . . . . . .   28
     ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS  . . . . . . .   35
     ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  . . .   68
     ITEM 9.   CHANGES IN  AND DISAGREEMENTS WITH  ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE  . . . . . . .   69

PART III  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69
     ITEM 10.  DIRECTORS  AND EXECUTIVE  OFFICERS OF  THE GENERAL
               PARTNER  . . . . . . . . . . . . . . . . . . . . .   69
     ITEM 11.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . .   70
     ITEM 12.  SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL OWNERS
               AND MANAGEMENT . . . . . . . . . . . . . . . . . .   79
     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . .   80

PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   83
     ITEM 14.  EXHIBITS,   FINANCIAL  STATEMENT   SCHEDULES,  AND
               REPORTS ON FORM 8-K  . . . . . . . . . . . . . . .   83
     SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . .   89


                                  iii
<PAGE>
<PAGE>
                                PART I

ITEM 1.   BUSINESS

     General

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

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

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


     The General Partner  currently serves  as general  partner of  29
limited  partnerships  and  is  a wholly-owned  subsidiary  of  Samson
Investment  Company.    Samson  Investment  Company  and  its  various
corporate subsidiaries, including  the General Partner  (collectively,
the "Samson Companies"), are 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, 1996,  the Samson
Companies owned  interests in approximately  16,000 oil and  gas wells
located in  19 states of the United  States and Canada, Venezuela, and
Russia.   At December 31, 1996, the Samson Companies operated approxi-
mately 2,600  oil and  gas wells  located in 15  states of  the United
States and Canada, Venezuela, and Russia.  

                                   1
<PAGE>
<PAGE>
     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  to a
limited extent  in  development  drilling on  producing  oil  and  gas
properties as required for the prudent management of the Partnerships.


     As  limited  partnerships,  the  Partnerships  have  no officers,
directors, or employees.   They rely instead on  the personnel of  the
General Partner and the other Samson Companies.  As of March 15, 1997,
the Samson Companies employed approximately 780 persons.  No employees
are  covered  by  collective  bargaining  agreements,  and  management
believes that the  Samson Companies provide 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 (800)
283-1791.


     Funding

     Although the  Agreements of Limited Partnership (the "Partnership
Agreements")  for  each Partnership  permit  it  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.

                                   2
<PAGE>
<PAGE>
     Competition and Marketing

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

     The most important variable affecting  the Partnerships' revenues
is the prices received for the sale of oil and gas.  Predicting future
prices  is very  difficult.   Concerning  past trends,  average yearly
wellhead gas prices in the United States have been relatively volatile
for a  number of  years.   For the past  ten years,  such prices  have
generally  been in  the $1.40  to $2.00  per Mcf  range, significantly
below prices received in the  early 1980s.  Average gas prices  in the
last  several months  have, however, been  somewhat higher  than those
yearly averages.   It is not known whether this  is a short-term trend
or will lead to higher average gas prices on a longer-term basis.

     Substantially  all of  the Partnerships'  gas reserves  are being
sold in 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 increased from  approximately $2.00
per  Mcf  at December  31,  1995  to approximately  $3.57  per Mcf  at
December 31, 1996.  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.

     Due to global consumption and supply trends over the last several
months, oil prices have  recently been higher than the  yearly average
prices of  the late  to mid-1980s and  early 1990s.   It is  not known
whether  this trend will continue.   Prices for  the Partnerships' oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.  

                                   3
<PAGE>
<PAGE>
     Future prices for both oil and gas will likely be  different from
(and may  be lower than)  the prices in  effect on December  31, 1996.
Primarily due to heating  season demand, year-end prices in  many past
years  have tended  to  be higher,  and  in some  cases  significantly
higher,  than  the  yearly  average price  actually  received  by  the
Partnerships  for  at least  the following  year.   In  particular, it
should be noted that  December 31, 1996  prices were much higher  than
year-end prices  for the last  several years and  substantially higher
than the average prices  received in each of  the last several  years.
It is not possible to predict  whether the December 1996 pricing level
is indicative of  a new trend toward higher energy  prices or a short-
term  deviation from  the recent  history of  low to  moderate prices;
therefore,  management is unable to predict whether future oil and gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.


     Significant Customers

     The  following customers accounted for ten percent or more of the
Partnerships' oil and  gas sales  during the year  ended December  31,
1996:  

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

           III-A       El Paso Energy Marketing 
                         Company ("El Paso")      59.2%
                       Mesa Operating Ltd.
                         Partnership ("Mesa")     19.4%

           III-B       El Paso                    47.9%
                       Mesa                       22.0%
                       Sun Refining & Marketing
                         Company                  10.3%

           III-C       El Paso                    51.2%

           III-D       El Paso                    44.4%
                       Oryx Energy Company
                         ("Oryx")                 19.9%

           III-E       Oryx                       36.5%
                       El Paso                    12.3%
                       Hunt Energy Corp.          10.0%

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

           III-G       El Paso                    21.6%
                       Amoco                      10.9%

                                4
<PAGE>
<PAGE>
     In  the event of interruption of purchases  by one or more of the
Partnerships'  significant  customers  or the  cessation  or  material
change  in   availability  of   open  access  transportation   by  the
Partnerships'  pipeline transporters,  the Partnerships  may encounter
difficulty in  marketing their gas  and in maintaining  historic sales
levels.    Management  does   not  expect  any  of  its   open  access
transporters to  seek authorization to terminate  their transportation
services.  Even if  the services were terminated, management  believes
that alternatives would be available whereby the Partnerships would be
able to continue to market their gas.

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


     Oil, Gas, and Environmental Control Regulations

     Regulation  of Production Operations -- The production of oil and
gas is subject  to extensive  federal and state  laws and  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,  including, but  not
limited  to, the Natural Gas Act of  1938 (the "NGA"), the Natural Gas
Policy  Act of 1978 (the  "NGPA"), and regulations  promulgated by the
Federal Energy Regulatory  Commission (the "FERC") under  the NGA, the
NGPA, and other statutes.  The provisions of the NGA and  the NGPA, as
well as the  regulations thereunder,  are complex and  affect all  who
produce, resell,  transport, or  purchase gas, including  the Partner-
ships.   Although virtually all of the Partnerships' gas production is
not subject to price  regulation, the NGA, NGPA, and  FERC 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.

                                   5
<PAGE>
<PAGE>
     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 therewith, may increase the
cost  of the Partnerships' operations  or may affect the Partnerships'
ability  to  complete,  in  a   timely  fashion,  existing  or  future
activities.   Management  anticipates that  various local,  state, and
federal environmental control agencies  will have an increasing impact
on oil and gas operations.  


     Insurance Coverage 

     The Partnerships are subject to all of the  risks inherent in the
exploration  for and  production of  oil and  gas including  blowouts,
pollution,  fires, and  other casualties.   The  Partnerships maintain
insurance  coverage as  is customary  for entities  of a  similar size
engaged  in operations similar to that of the Partnerships, but losses
can occur from uninsurable  risks or in amounts in excess  of existing
insurance coverage.   The occurrence  of an event  which is  not fully
covered  by  insurance could  have a  material  adverse effect  on the
Partnerships' financial position 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, 1996.   

                                   6
<PAGE>
<PAGE>
                          Well Statistics(1)
                        As of December 31, 1996

           Number of Gross Wells(2)     Number of Net Wells(3)
          -------------------------  ----------------------------
 P/ship   Total   Oil   Gas  N/A(4)  Total    Oil    Gas   N/A(4)
--------  -----  -----  ---  ------  ------  -----  -----  ------
III-A       314    114  193     7     20.01   4.29  15.08    .64
III-B       262     81  173     8     12.18   3.95   7.75    .48
III-C       292     71  214     7     24.57  12.08  12.23    .26
III-D       277    182   77    18     22.42  12.77   7.54   2.11
III-E       351    162  164    25    102.68  54.45  31.83  16.40
III-F       643    487  145    11     31.43  17.05  13.06   1.32
III-G     2,187  1,726  445    16     21.06  12.76   7.41    .89

----------
(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 on Form  10-K ("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 expressed
     as  whole  numbers and  fractions thereof.    For example,  a 15%
     leasehold  interest in a well represents one gross well, but 0.15
     net well. 
(4)  Wells which have not been designated as oil or gas.  


     Drilling Activities

     The Partnerships  did not participate in  any drilling activities
during the year ended December 31, 1996.  


     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.

                                   7
<PAGE>
<PAGE>
                          Net Production Data

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

                                     Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
  Production:
    Oil (Bbls)                     46,923      58,590      70,278
    Gas (Mcf)                   1,268,943   1,798,692   2,208,657

  Oil and gas sales:
    Oil                        $  975,701  $1,026,724  $1,131,965
    Gas                         2,658,303   2,620,883   3,912,771
                                ---------   ---------   ---------
      Total                    $3,634,004  $3,647,607  $5,044,736
                                =========   =========   =========
  Total direct operating
    expenses                   $  899,073  $1,129,096  $1,156,185
                                =========   =========   =========
  Direct operating expenses
    as a percentage of oil
    and gas sales                   24.7%       31.0%       22.9%

  Average sales price:
    Per barrel of oil              $20.79      $17.52      $16.11
    Per Mcf of gas                   2.09        1.46        1.77

  Direct operating expenses
    per equivalent Bbl of
    oil                            $ 3.48      $ 3.15      $ 2.64

                                   8
<PAGE>
<PAGE>
                          Net Production Data

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


                                     Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
  Production:
    Oil (Bbls)                     37,849      42,818      52,083
    Gas (Mcf)                     642,152     900,882   1,077,009

  Oil and gas sales:
    Oil                        $  794,186  $  752,820  $  838,740
    Gas                         1,319,321   1,310,287   1,878,368
                                ---------   ---------   ---------
      Total                    $2,113,507  $2,063,107  $2,717,108
                                =========   =========   =========
  Total direct operating
    expenses                   $  497,491  $  617,474  $  616,689
                                =========   =========   =========
  Direct operating expenses
    as a percentage of oil
    and gas sales                   23.5%       29.9%       22.7%

  Average sales price:
    Per barrel of oil              $20.98      $17.58      $16.10
    Per Mcf of gas                   2.05        1.45        1.74

  Direct operating expenses
    per equivalent Bbl of
    oil                            $ 3.43      $ 3.20      $ 2.66


                                   9
<PAGE>
<PAGE>
                          Net Production Data

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


                                     Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
  Production:
    Oil (Bbls)                     27,429      26,926      29,891
    Gas (Mcf)                   1,351,525   1,662,411   1,734,781

  Oil and gas sales:
    Oil                        $  567,261  $  466,779  $  473,009
    Gas                         2,692,354   2,293,709   2,756,512
                                ---------   ---------   ---------
      Total                    $3,259,615  $2,760,488  $3,229,521
                                =========   =========   =========
  Total direct operating
    expenses                   $  781,115  $  819,583  $  968,603
                                =========   =========   =========
  Direct operating expenses
    as a percentage of oil
    and gas sales                   24.0%       29.7%       30.0%

  Average sales price:
    Per barrel of oil              $20.68      $17.34      $15.82
    Per Mcf of gas                   1.99        1.38        1.59

  Direct operating expenses
    per equivalent Bbl of
    oil                            $ 3.09      $ 2.70      $ 3.04

                                  10
<PAGE>
<PAGE>
                          Net Production Data

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


                                     Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
  Production:
    Oil (Bbls)                     41,351      42,166      46,995
    Gas (Mcf)                     760,593   1,000,561     852,068

  Oil and gas sales:
    Oil                        $  832,109  $  699,885  $  719,362
    Gas                         1,504,599   1,387,597   1,297,999
                                ---------   ---------   ---------
      Total                    $2,336,708  $2,087,482  $2,017,361
                                =========   =========   =========
  Total direct operating
    expenses                   $  928,670  $  743,746  $1,010,710
                                =========   =========   =========
  Direct operating expenses
    as a percentage of oil
    and gas sales                   39.7%       35.6%       50.1%

  Average sales price:
    Per barrel of oil              $20.12      $16.60      $15.31
    Per Mcf of gas                   1.98        1.39        1.52

  Direct operating expenses
    per equivalent Bbl of
    oil                            $ 5.52      $ 3.56      $ 5.35

                                  11
<PAGE>
<PAGE>
                          Net Production Data

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


                                    Year Ended December 31,
                              -----------------------------------
                                 1996        1995        1994
                              ----------  ----------  -----------
  Production:
    Oil (Bbls)                   229,226     256,992     292,902
    Gas (Mcf)                  2,152,599   3,030,077   2,961,361

  Oil and gas sales:
    Oil                       $4,572,097  $4,235,397  $4,470,522
    Gas                        4,458,018   4,440,650   4,995,491
                               ---------   ---------   ---------
      Total                   $9,030,115  $8,676,047  $9,466,013
                               =========   =========   =========
  Total direct operating
    expenses                  $4,418,264  $4,755,568  $5,273,217
                               =========   =========   =========
  Direct operating expenses
    as a percentage of oil
    and gas sales                  48.9%       54.8%       55.7%

  Average sales price:
    Per barrel of oil             $19.95      $16.48      $15.26
    Per Mcf of gas                  2.07        1.47        1.69

  Direct operating expenses
    per equivalent Bbl of
    oil                           $ 7.51      $ 6.24      $ 6.70


                                  12
<PAGE>
<PAGE>
                          Net Production Data

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


                                     Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
  Production:
    Oil (Bbls)                     74,064      78,456      88,759
    Gas (Mcf)                     924,827   1,107,951   1,331,546

  Oil and gas sales:
    Oil                        $1,494,695  $1,291,617  $1,306,354
    Gas                         1,600,043   1,406,199   2,211,523
                                ---------   ---------   ---------
      Total                    $3,094,738  $2,697,816  $3,517,877
                                =========   =========   =========
  Total direct operating
    expenses                   $1,237,607  $1,472,070  $1,814,607
                                =========   =========   =========
  Direct operating expenses
    as a percentage of oil
    and gas sales                   40.0%       54.6%       51.6%

  Average sales price:
    Per barrel of oil              $20.18      $16.46      $14.72
    Per Mcf of gas                   1.73        1.27        1.66

  Direct operating expenses
    per equivalent Bbl of
    oil                            $ 5.42      $ 5.59      $ 5.84

                                  13
<PAGE>
<PAGE>
                          Net Production Data

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


                                     Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
  Production:
    Oil (Bbls)                     54,083      56,567      63,776
    Gas (Mcf)                     499,884     596,184     722,688

  Oil and gas sales:
    Oil                        $1,091,687  $  932,457  $  942,438
    Gas                           870,868     762,390   1,195,405
                                ---------   ---------   ---------
      Total                    $1,962,555  $1,694,847  $2,137,843
                                =========   =========   =========
  Total direct operating
    expenses                   $  804,410  $  937,989  $1,109,250
                                =========   =========   =========
  Direct operating expenses
    as a percentage of oil
    and gas sales                   41.0%       55.3%       51.9%

  Average sales price:
    Per barrel of oil              $20.19      $16.48      $14.78
    Per Mcf of gas                   1.74        1.28        1.65

  Direct operating expenses
    per equivalent Bbl of
    oil                            $ 5.85      $ 6.02      $ 6.02


     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, 1996.   The schedule of quantities of  proved oil and gas
reserves  was prepared by the  General Partner in  accordance with the
rules  prescribed  by  the  Securities and  Exchange  Commission  (the
"SEC").   Certain  reserve  information was  reviewed  by Ryder  Scott
Company  Petroleum Engineers ("Ryder Scott"), an independent petroleum
engineering  firm.   As  used throughout  this Annual  Report, "proved
reserves"  refers to those estimated quantities of crude oil, gas, and
gas  liquids which  geological and  engineering data  demonstrate with
reasonable  certainty to be recoverable in future years from known oil
and gas reservoirs under existing economic and operating conditions.

                                  14
<PAGE>
<PAGE>
     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 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, 1996.  Such prices were not escalated
except  in  certain circumstances  where  escalations  were fixed  and
readily   determinable   in   accordance   with   applicable  contract
provisions.   The  prices used  in calculating  the net  present value
attributable to  the Partnerships' proved reserves  do not necessarily
reflect market  prices  for  oil  and  gas  production  subsequent  to
December  31, 1996.  Furthermore, gas prices at December 31, 1996 were
much  higher than the price used for determining the Partnerships' net
present value of proved reserves for  the year ended December 31, 1995
and  substantially  higher than  the  average prices  received  by the
Partnerships  in each  of the  last several  years.   There can  be no
assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves  at December 31, 1996  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 the reserve estimates reported herein represent the most accurate
assessment  possible,  the significance  of  the  subjective decisions
required and variances in available  data for various reservoirs  make
these estimates generally less  precise than other estimates presented
in connection with financial statement disclosures. 

                                  15
<PAGE>
<PAGE>
                          Proved Reserves and
                           Net Present Values
                         From Proved Reserves

                      As of December 31, 1996(1)


III-A Partnership:
-----------------
  Estimated proved reserves:
    Gas (Mcf)                                 6,182,269 
    Oil and liquids (Bbls)                      153,899 

  Net present value (discounted at
    10% per annum)                          $14,018,669


III-B Partnership:
-----------------
  Estimated proved reserves:
    Gas (Mcf)                                 2,967,902
    Oil and liquids (Bbls)                      120,963

  Net present value (discounted at
    10% per annum)                          $ 7,431,868


III-C Partnership:
-----------------
  Estimated proved reserves:
    Gas (Mcf)                                 7,719,803
    Oil and liquids (Bbls)                      162,487

  Net present value (discounted at
    10% per annum)                          $15,109,085


III-D Partnership:
-----------------
  Estimated proved reserves:
    Gas (Mcf)                                 3,769,546
    Oil and liquids (Bbls)                      430,630

  Net present value (discounted at
    10% per annum)                          $ 9,680,125


                                  16
<PAGE>
<PAGE>
III-E Partnership:
-----------------
  Estimated proved reserves:
    Gas (Mcf)                                 9,775,737
    Oil and liquids (Bbls)                    2,617,639

  Net present value (discounted at
    10% per annum)                          $36,520,619


III-F Partnership:
-----------------
  Estimated proved reserves:
    Gas (Mcf)                                 5,666,732
    Oil and liquids (Bbls)                      491,313

  Net present value (discounted at
    10% per annum)                          $14,187,273


III-G Partnership:
-----------------
  Estimated proved reserves:
    Gas (Mcf)                                 3,037,326
    Oil and liquids (Bbls)                      369,589

  Net present value (discounted at
    10% per annum)                          $ 8,365,081

----------

(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. 

                                  17
<PAGE>
<PAGE>
     Significant Properties

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

     The Anadarko Basin is  located in western Oklahoma and  the Texas
panhandle, while the Arkla  Basin is located in southern  Arkansas and
northern  Louisiana.   The  Gulf Coast  Basin  is located  in southern
Louisiana and southeast Texas, while the San Juan Basin  is located in
northwest  New  Mexico and  southwest  Colorado.   The  Permian  Basin
straddles  west  Texas and  southeast New  Mexico.   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 and the Paradox Basin is located in southeast Utah
and southwest Colorado.  

                                  18
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                          Significant Properties
                                          ----------------------

                                                            Wells
                                                        Operated by
                                                        Affiliates       Oil         Gas
                     Gross     Net    Other    Total    ------------   Reserves    Reserves    Present
     Basin           Wells    Wells   Wells(1) Wells    Number   %      (Bbl)       (Mcf)       Value
------------------   ------  -------  ------   ------   ------  ----  ---------   ----------  ----------
<S>                  <C>     <C>      <C>      <C>      <C>     <C>   <C>         <C>         <C> 
III-A Partnership:
    Anadarko            55     2.49     12        67      10     15%     15,628    1,597,636   3,342,882
    Arkla               40     1.23      -        40       -      -       7,789      538,749   1,544,506
    Gulf Coast          64     5.03     15        79      25     32%    113,259    2,418,029   6,263,430
    San Juan           118     9.64      7       125       -      -       8,009    1,113,282   1,709,132

III-B Partnership:
    Anadarko            40     3.71      5        45       5     11%     37,173      601,085   1,725,490
    Arkla               40      .67      -        40       -      -       4,040      282,945     805,813
    Gulf Coast          59     2.81     15        74      20     27%     72,632    1,269,589   3,458,330
    San Juan           118     4.06      7       125       -      -       3,372      472,946     729,817

III-C Partnership:
    Anadarko            61     7.65    123       184      37     20%     48,947    3,780,949   7,279,630
    Permian             30     6.67     90       120      27     23%     21,885      943,618   1,523,877
    Southern Okla.
     Folded Belt        43     8.05     84       127      23     18%     79,066    2,306,842   4,788,912

III-D Partnership:
    Anadarko            37     3.79    122       159      34     21%      7,430    2,732,765   4,915,867
    Southern Okla.
     Folded Belt        31     2.42     86       117      18     15%     49,943      164,007     820,931
    Jay-LEC Field       85      .56      -        86       -      -     319,395       35,388   2,092,004

-----------------------
(1)  Wells in which a non-working interest is owned.
</TABLE>
                                                    19
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                          Significant Properties
                                          ----------------------

                                                          Wells
                                                        Operated by
                                                        Affiliates       Oil         Gas
                     Gross    Net     Other    Total    ------------   Reserves    Reserves    Present
     Basin           Wells   Wells    Wells(1) Wells    Number   %      (Bbl)       (Mcf)       Value
------------------   ------  -------  ------   ------   ------  ----  ---------   ----------  ----------
<S>                  <C>     <C>      <C>      <C>      <C>     <C>   <C>         <C>         <C>
III-E Partnership:
    Green River         56     4.33      4        60       -      -      30,419    3,997,298   7,430,938
    Gulf Coast         127    77.63      7       134      94     70%     44,995    2,549,430   5,773,909
    Jay-Lec Field       85     3.97      -        85       -      -   2,279,448      219,028  15,513,734

III-F Partnership:
    Anadarko           131     8.06      1       132       30    23%     49,536      992,376   2,145,377
    Green River         67     7.53      4        71       11    15%    155,960    3,371,733   7,103,209
    Paradox             11     3.27      -        11       10    91%     41,932       74,865     514,632

III-G Partnership:
    Anadarko           166     4.87     14       180       52    29%     31,354      597,527   1,279,366
    Green River         67     4.39      4        71       11    15%     98,948    1,678,310   3,700,457
    Paradox             11     2.17      -        11       10    91%     27,729       49,592     341,114
    Permian          1,346     1.60      4     1,350       12     1%     50,326      123,892     574,507

--------------------
(1)  Wells in which only a non-working interest is owned.
</TABLE>

                                                    20
<PAGE>
<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

     On October  26, 1994 Geodyne  and the  Partnerships, among  other
parties,  were named  as defendants  in a  lawsuit alleging  causes of
action  based   on  fraud,  negligent   misrepresentation,  breach  of
fiduciary  duty, breach of implied covenant, and breach of contract in
connection  with the offer  and sale of  limited partnership interests
("Units")  in the  Partnerships  (Sidney  Neidick  et al.  v.  Geodyne
Resources,  Inc., et al., Case No. 94-052860, District Court of Harris
County, Texas).  The plaintiffs' petition alleged that the lawsuit was
being  brought as a class action  on behalf of investors who purchased
Units  in  the  Partnerships.    On  June  7,  1995,  Geodyne  and the
Partnerships  were dismissed  without prejudice  as defendants  in the
matter.  In addition,  on June 7, 1995, the matter  was certified as a
class action.  A class action notice was mailed on June 7, 1995 to all
Limited Partners who are members of the class.  

                                  21
<PAGE>
<PAGE>
     On November  23 and  25, 1994, Geodyne,  PaineWebber Incorporated
("PaineWebber"), and certain other parties were named as defendants in
two  related  lawsuits  alleging  misrepresentations  made  to  induce
investments in  the Partnerships  and asserting  causes of action  for
common  law  fraud  and  deceit   and  unjust  enrichment  (Romine  v.
PaineWebber,  Inc., et al, Case No. 94-CIV-8558, U. S. District Court,
Southern District of New York and Romine v. PaineWebber, Inc., et  al,
Case No. 94-132844, Supreme Court of  the State of New York, County of
New  York).  The federal court case  was later consolidated with other
similar  actions (to which Geodyne is not  a party) under the title In
Re:  PaineWebber Limited Partnerships' Litigation and was certified as
a  class  action  on May  30,  1995  (the  "Federal Partnership  Class
Action").  A  class action notice  was mailed on June  7, 1995 to  all
members  of  the class.   The  Federal  Partnership Class  Action also
alleges  violations of 18  U.S.C. Section  1962(c) and  the Securities
Exchange Act of  1934.  Compensatory  and punitive damages,  interest,
and costs have been requested in both matters.   The amended complaint
in  the Federal Partnership Class  Action no longer  asserts any claim
directly against Geodyne.  

     On  January   18,  1996,  PaineWebber  issued   a  press  release
indicating  that it  had reached  an agreement  to settle  the pending
Federal  Partnership  Class  Action  along  with  the  Neidick  matter
referred  to above  (collectively, the "PaineWebber  Partnership Class
Actions"), along with  a settlement with the  SEC and an  agreement to
settle  with  various  state securities  regulators.    On  that date,
PaineWebber paid $125 million into an interest bearing account as part
of  a  memorandum of  understanding  in connection  with  the proposed
settlement (the  "Settlement Fund").   The Settlement Fund  applies to
claims related to  both the Partnerships and certain  other investment
programs  sold by PaineWebber.   In addition, PaineWebber  agreed to a
SEC  administrative order creating a capped $40 million fund (the "SEC
Claims Fund"), which is to be distributed to eligible Limited Partners
by an independent administrator  (the "Claims Administrator"); a civil
penalty  of $5 million leveled by the SEC; and payments aggregating $5
million to state securities administrators.  Such settlement is not an
obligation  of either  the Partnerships  or Geodyne  and, accordingly,
would not affect the financial statements of the Partnerships.  

     In connection with the  PaineWebber Partnership Class Actions, on
July  17, 1996 the federal court entered a preliminary order regarding
the settlement proceedings referred to above.  Pursuant to that order,
plaintiffs'  counsel  mailed to  class  members  the Class  Settlement
Notice (the "Notice") and Proof of Claim.   Eligible class members are
generally those  who purchased their  Units through PaineWebber  on or
before December 31, 1992 and who have not (i) previously  opted out of
the  Class, (ii)  previously  released PaineWebber,  or (iii)  finally
adjudicated their claims against PaineWebber.

                                  22
<PAGE>
<PAGE>
     Plaintiffs' counsel  will be responsible  for allocating payments
from the $125 million Settlement Fund previously funded by PaineWebber
among  eligible  Limited Partners  and  investors  in other  unrelated
PaineWebber  partnerships  in accordance  with  the  settlement.   The
amount and date of  any payment will vary depending upon  many factors
set forth  in the Notice.  It is currently expected that payments from
the Settlement Fund will be made some time in 1997.

     In addition,  eligible Limited  Partners in the  Partnerships who
held their Units on June 3, 1996 may be entitled to certain additional
payments from an escrow  fund to which PaineWebber will  make payments
through May  30, 2001 if  spot market  oil and natural  gas prices  as
reported by  the  New  York Mercantile  Exchange  fall  below  certain
thresholds set forth  in the  Notice (the "Pricing  Guarantee").   The
threshold prices used in  the Pricing Guarantee are $18.00  per barrel
of oil  and $1.80  per  Mcf of  gas.   Under  the Notice,  PaineWebber
payments, if any, made pursuant to the Pricing Guarantee  will be paid
to Limited Partners of record on June 30, 1996 irrespective of whether
they subsequently sell/dispose of  their Units to third parties.   The
Pricing Guarantee  does NOT  attach to  the Units  as an attribute  of
ownership  in  the Partnerships  and is  not  an obligation  of either
Geodyne or the Partnerships.  

     A  look back provision is  also included in  the settlement which
may  provide additional  funds  as of  January  1, 2001  for  eligible
Limited Partners.   Class members who  sold their Units prior  to June
30, 1996  will not be eligible for payments, if any, under the Pricing
Guarantee or the look back provision.

     Eligible  Limited Partners  were required  to timely  execute and
return a proof of claim by January 17, 1997 in order to participate in
the settlement.  
                                  23
<PAGE>
<PAGE>
     In  connection with  the  SEC Claims  Fund,  on April  17,  1996,
PaineWebber mailed a Notice and Claim Form to each Limited Partner who
purchased Units  in the Partnerships through  PaineWebber from January
1, 1986  to December 31, 1992.   Limited Partners are  not eligible to
participate in the  claims process  if they (i)  previously reached  a
settlement with PaineWebber or (ii) had their  direct investment claim
resolved by a court  or in arbitration.   Participation in the  claims
process  is  optional, and  does not  prevent  a Limited  Partner from
pursuing any other  remedy against PaineWebber that  may be available.
Limited Partners had until October 22, 1996 to complete the claim form
and  return  it to  the Claims  Administrator.   The  determination of
whether  a Limited  Partner is entitled  to a  recovery under  the SEC
Claims Fund will be  based on whether or not  the Claims Administrator
determines that  the Limited Partner's investment  in the Partnerships
was suitable for  him at the time  of purchase.   In addition, if  the
Limited  Partner has  opted out of  the PaineWebber  Partnership Class
Action and has not already settled with PaineWebber or has had a claim
resolved by a court  or in arbitration, the Claims  Administrator will
also  consider   allegations  that  misrepresentations  were  made  in
connection with the sale of the Units.

     The General Partner has been advised that PaineWebber is awaiting
confirmation of  the settlement described  above by the  federal court
judge.   The deadline for such confirmation is currently scheduled for
March 28, 1997, subject to an additional thirty day extension.

     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 1996.


                                PART II

ITEM 5.   MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

     As of February 28, 1997, the number of Units outstanding  and the
approximate number of Limited  Partners of record in  the Partnerships
were as follows:

                                  24
<PAGE>
<PAGE>
                         Number of       Number of
          Partnership      Units      Limited Partners
          -----------    ---------    ----------------

             III-A        263,976          1,468 
             III-B        138,336            822 
             III-C        244,536          1,377 
             III-D        131,008            737 
             III-E        418,266          2,394 
             III-F        221,484          1,231 
             III-G        121,925            640 

     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.   However, the General  Partner believes
that  these transfers  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 repur-
chase 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
                        -----------------------

                  1995                       1996            1997
         ----------------------    ----------------------    ----
         1st   2nd   3rd   4th     1st   2nd   3rd   4th     1st
P/ship   Qtr.  Qtr.  Qtr.  Qtr.    Qtr.  Qtr.  Qtr.  Qtr.    Qtr.
------   ----  ----  ----  ----    ----  ----  ----  ----    ----
III-A    $18   $20   $19   $17     $15   $12   $18   $14     $12
III-B     19    21    19    17      15    12    18    15      12
III-C     27    20    19    17      16    14    19    16      14
III-D     23    27    25    23      22    20    28    25      23
III-E     24    37    35    34      32    30    36    34      31
III-F     27    26    25    25      24    23    23    21      20
III-G     29    28    27    26      25    24    25    23      22


                                  25
<PAGE>
<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 for the  years ended December 31,  1995 and 1996  and
for the first quarter of 1997:  

                                  26
<PAGE>
<PAGE>
                          Cash Distributions
                           -----------------


                              1995
            -------------------------------------
              1st       2nd       3rd       4th
    P/ship    Qtr.      Qtr.      Qtr.      Qtr.
    ------  -------   -------   -------   -------

    III-A    $2.22     $2.37     $1.52     $2.08
    III-B     2.39      2.64      1.59      2.24
    III-C     1.06      1.92      1.51      1.27
    III-D     1.45      1.30      2.06      1.49
    III-E     2.39      1.14      1.67      1.23
    III-F     1.26         -      0.23      0.56
    III-G     1.31         -      0.33      1.03


                              1996                       1997
            ---------------------------------------    ---------
              1st       2nd       3rd        4th          1st
    P/ship    Qtr.      Qtr.      Qtr.       Qtr.         Qtr.
    ------  -------   -------   -------   ---------    ---------

    III-A    $1.97     $2.33     $2.08     $3.09(1)     $2.01
    III-B     2.20      2.65      2.23      3.07(1)      2.49(1)
    III-C     1.25      1.73      1.93      2.35(1)      2.05(1)
    III-D     1.45      2.07      2.14      2.67(1)      2.31(1)
    III-E     1.56      2.48      2.27      2.36(1)      2.55(1)
    III-F     1.13      1.13      1.21      1.76(1)      1.55(1)
    III-G     1.23      1.23      1.29      2.17(1)      1.55(1)


-------------------
(1)  Includes proceeds from the sale of oil and gas properties.


                                  27
<PAGE>
<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."
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>            <C> 
Oil and Gas Sales      $3,634,004     $3,647,607     $ 5,044,736    $ 5,158,061    $ 5,291,745
Net Income (Loss):
  Limited Partners      1,109,284    ( 1,243,800)   (     86,676)       699,978        782,404
  General Partner         104,949         76,804         145,059        160,370        150,141
  Total                 1,214,233    ( 1,166,996)         58,383        860,348        932,545
Limited Partners' Net
  Income (Loss) per
  Unit                       4.20    (      4.71)   (        .33)          2.65           2.96
Limited Partners' Cash
  Distributions per
  Unit                       9.47           8.19           15.01          11.75          11.00
Total Assets            6,895,159      8,353,918      11,769,144     16,199,765     18,427,171
Partners' Capital
  (Deficit):
  Limited Partners      6,886,151      8,275,867      11,679,667     15,726,343     18,128,884
  General Partner     (   198,911)   (   143,923)   (    111,727)  (     38,786)  (     25,541)
Number of Units
  Outstanding             263,976        263,976         263,976        263,976        263,976
</TABLE>

                                               28
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>             <C>            <C>
Oil and Gas Sales      $2,113,507     $2,063,107     $2,717,108     $3,211,371     $3,256,634
Net Income (Loss):
  Limited Partners        712,800    (   296,132)   (    47,216)       868,230        811,508
  General Partner          63,531         48,956         78,538        104,801        102,042
  Total                   776,331    (   247,176)        31,322        973,031        913,550
Limited Partners' Net
  Income (Loss) per
  Unit                       5.15    (      2.14)   (       .34)          6.28           5.87
Limited Partners' Cash
  Distributions per
  Unit                      10.15           8.86          15.72          15.84          13.00
Total Assets            3,772,912      4,502,744      6,023,688      8,489,410      9,724,468
Partners' Capital
  (Deficit):
  Limited Partners      3,776,596      4,466,796      5,987,928      8,210,144      9,533,594
  General Partner     (    97,092)   (    66,996)   (    52,952)   (    16,490)   (     8,331)
Number of Units
  Outstanding             138,336        138,336        138,336        138,336        138,336
</TABLE>

                                               29
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>            <C>
Oil and Gas Sales      $3,259,615     $2,760,488     $ 3,229,521    $ 4,116,983    $ 3,857,492
Net Income (Loss):
  Limited Partners      1,247,672    ( 1,322,234)   (  2,120,737)  (    205,422)  (    484,963)
  General Partner         103,933         53,608          59,036        115,681         79,009
  Total                 1,351,605    ( 1,268,626)   (  2,061,701)  (     89,741)  (    405,954)
Limited Partners' Net
  Income (Loss) per
  Unit                       5.10    (      5.41)   (       8.67)  (        .84)  (       1.98)
Limited Partners' Cash
  Distributions per
  Unit                       7.26           5.76            9.50           8.84           7.00
Total Assets            7,009,782      7,572,561      10,499,912     15,043,115     17,126,962
Partners' Capital
  (Deficit):
  Limited Partners      6,924,023      7,451,351      10,183,585     14,629,322     16,996,000
  General Partner     (   143,741)   (   125,913)   (    107,521)  (     41,557)  (     49,738)
Number of Units
  Outstanding             244,536        244,536         244,536        244,536        244,536

</TABLE>
                                               30
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>            <C>
Oil and Gas Sales      $2,336,708     $2,087,482     $2,017,361     $2,356,267     $ 2,608,285
Net Income (Loss):
  Limited Partners        795,298    (   234,478)   ( 2,563,317)   (   236,144)         40,130
  General Partner          59,929         45,966          8,876         54,117          50,618
  Total                   855,227    (   188,512)   ( 2,554,441)   (   182,027)         90,748
Limited Partners' Net
  Income (Loss) per
  Unit                       6.07    (      1.79)   (     19.57)   (      1.80)            .31
Limited Partners' Cash
  Distributions per
  Unit                       8.33           6.30           8.21           8.14            7.50
Total Assets            4,241,190      4,463,897      5,787,787      9,439,368      10,430,281
Partners' Capital
  (Deficit):
  Limited Partners      3,953,203      4,248,905      5,308,383      8,946,700      10,249,861
  General Partner     (    50,214)   (    36,176)   (    39,142)        10,982          12,229
Number of Units
  Outstanding             131,008        131,008        131,008        131,008         131,008

</TABLE>
                                             31
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>            <C>
Oil and Gas Sales      $ 9,030,115    $ 8,676,047    $ 9,466,013    $10,531,047    $12,336,137
Net Income (Loss):
  Limited Partners       2,275,698   (    338,913)  (  1,853,838)  (    540,695)       278,800
  General Partner          191,012        136,202        124,584        221,441        288,702
  Total                  2,466,710   (    202,711)  (  1,729,254)  (    319,254)       567,502
Limited Partners' Net
  Income (Loss) per
  Unit                        5.44   (        .81)  (       4.43)  (       1.29)           .67
Limited Partners' Cash
  Distributions per
  Unit                        8.67           6.43          10.00          13.27           9.25
Total Assets            15,918,358     17,113,266     20,666,337     26,359,002     32,106,682
Partners' Capital
  (Deficit):
  Limited Partners      14,971,486     16,319,788     19,348,701     25,387,539     31,479,563
  General Partner     (    187,947)  (    127,750)  (    124,952)  (     37,536)        19,028
Number of Units
  Outstanding              418,266        418,266        418,266        418,266        418,266

</TABLE>
                                               32
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>            <C>
Oil and Gas Sales      $3,094,738     $2,697,816     $ 3,517,877    $ 4,434,480    $ 4,649,622
Net Income (Loss):
  Limited Partners        483,478    ( 1,521,469)   (  1,120,925)  (    208,690)  (    505,868)
  General Partner          72,299         25,536          41,351        104,438        103,153
  Total                   555,777    ( 1,495,933)   (  1,079,574)  (    104,252)  (    402,715)
Limited Partners' Net
  Income (Loss) 
  per Unit                   2.18    (      6.87)   (       5.06)  (        .94)  (       2.28)
Limited Partners' Cash
  Distributions per
  Unit                       5.23           2.05            8.58           9.41           8.25
Total Assets            8,632,813      9,438,169      11,599,217     14,357,712     16,421,327
Partners' Capital
  (Deficit):
  Limited Partners      8,310,290      8,986,812      10,963,281     13,984,206     16,276,239
  General Partner     (    97,523)   (    70,576)   (     72,812)  (     20,163)  (     18,306)
Number of Units
  Outstanding             221,484        221,484         221,484        221,484        221,484

</TABLE>
                                               33
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>            <C> 
Oil and Gas Sales      $1,962,555     $1,694,847     $2,137,843     $2,696,304     $3,225,911
Net Income (Loss):
  Limited Partners        380,060    ( 1,024,258)   (   572,690)   (   121,349)   (   404,951)
  General Partner          47,089         15,638         27,083         60,916         57,154
  Total                   427,149    ( 1,008,620)   (   545,607)   (    60,433)   (   347,797)
Limited Partners' Net
  Income (Loss)
  per Unit                   3.12    (      8.40)   (      4.70)   (      1.00)   (      3.32)
Limited Partners' Cash
  Distributions per
  Unit                       5.92           2.67           8.37          10.00           7.25
Total Assets            4,977,730      5,415,275      6,857,551      8,305,963      9,525,911
Partners' Capital
  (Deficit):
  Limited Partners      4,795,787      5,136,727      6,485,985      8,078,675      9,419,355
  General Partner     (    58,669)   (    26,964)   (    26,102)   (     5,685)         3,929
Number of Units
  Outstanding             121,925        121,925        121,925        121,925        121,925

</TABLE>

                                               34
<PAGE>
<PAGE>
ITEM 7.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

     Use of Forward-Looking Statements and Estimates

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

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

     General Discussion

     The following  general discussion  should be read  in conjunction
with the analysis of  results of operations provided below.   The most
important variable affecting the  Partnerships' revenues is the prices
received for the  sale of oil  and gas.   Predicting future prices  is
very  difficult.  Concerning past trends,  average yearly wellhead gas
prices in the United States have been relatively volatile for a number
of years.  For the past ten years, such prices have generally been  in
the  $1.40 to $2.00 per Mcf range, significantly below prices received
in  the early 1980s.   Average gas  prices in the  last several months
have, however, been somewhat higher than those yearly averages.  It is
not known  whether this is a  short-term trend or will  lead to higher
average gas prices on a longer-term basis.

                                  35
<PAGE>
<PAGE>
     Substantially  all of  the Partnerships'  gas reserves  are being
sold in  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 increased from  approximately $2.00
per  Mcf at  December  31,  1995 to  approximately  $3.57 per  Mcf  at
December 31, 1996.  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.

     Due to global consumption and supply trends over the last several
months, oil prices have  recently been higher than the  yearly average
prices of  the late to  mid-1980s and  early 1990s.   It is not  known
whether  this trend will continue.   Prices for  the Partnerships' oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.  

     Future prices for both oil and  gas will likely be different from
(and may be  lower than) the  prices in effect  on December 31,  1996.
Primarily due to heating  season demand, year-end prices in  many past
years  have tended  to  be higher,  and  in some  cases  significantly
higher,  than  the  yearly  average  price  actually  received  by the
Partnerships  for  at least  the following  year.   In  particular, it
should be noted  that December 31, 1996  prices were much higher  than
year-end prices for  the last several  years and substantially  higher
than the average prices  received in each  of the last several  years.
It is  not possible to predict whether the December 1996 pricing level
is  indicative of a new trend toward  higher energy prices or a short-
term  deviation from  the recent  history of  low to  moderate prices;
therefore,  management is unable to predict whether future oil and gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.

     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."  

                                  36
<PAGE>
<PAGE>
     Effective   October  1,   1995   the  Partnerships   adopted  the
requirements of  Statement of Financial Accounting  Standards ("SFAS")
No.  121,  "Accounting for  the Impairment  of  Long Lived  Assets and
Assets  Held  for Disposal,"  which  is  intended  to  establish  more
consistent accounting  standards for  measuring the recoverability  of
long-lived  assets.     SFAS  No.  121   requires  successful  efforts
companies, like  the Partnerships,  to evaluate the  recoverability of
the  carrying costs  of their proved  oil and gas  properties for each
field,  rather than  for the  Partnerships' properties  as a  whole as
previously  allowed by  the  SEC.   See Note  1  to the  Partnerships'
financial statements, included in Item  8 of this Annual Report for  a
further  description  of this  impairment  policy.   The  Partnerships
recorded  non-cash  charges against  earnings  (impairment provisions)
during the fourth quarter of 1995  pursuant to SFAS No. 121 and during
the year ended December  31, 1994 pursuant to the  Partnerships' prior
impairment policy as follows:

          Partnership      1995           1994
          -----------    ----------     ----------

            III-A        $1,267,185     $     -
            III-B           480,618           -
            III-C         1,338,693      1,232,000
            III-D           495,810      1,986,000
            III-E           210,152      1,573,000
            III-F           998,811           -
            III-G           677,010           -

No such charge was recorded for any Partnership during the year  ended
December 31, 1996.  

     Subsequent to December  31, 1996,  the oil and  gas industry  has
seen a  drop in oil and  gas prices.  This  drop is a  function of the
cyclical nature  of oil and gas prices  as discussed under the heading
"Competition  and Marketing"  in Item  1 of this  Annual Report.   The
Partnerships' reserves were determined at  December 31, 1996 using oil
and gas prices  of $23.75 per barrel and $3.57  per Mcf, respectively.
As of the date of this  Annual Report, oil and gas prices received  by
the Partnerships have decreased to approximately $19.00 per barrel and
$1.60 per Mcf, respectively (the "Filing Date Prices").  If the Filing
Date Prices,  as opposed  to December  31, 1996 prices,  were used  in
calculating  the standardized  measure of  discounted future  net cash
flows of the Partnerships' proved oil  and gas reserves as of December
31,  1996, as  contained  in Note  4  to the  Partnerships'  financial
statements  included  in  Item 8  of  this  Annual  Report, the  value
assigned to the  Partnerships' oil  and gas reserves  would have  been
significantly lower.   In addition,  using the Filing  Date Prices  to
determine the recoverability of the of oil and gas reserves would have
required impairment provisions of the following approximate amounts at
December 31, 1996:


                                  37
<PAGE>
<PAGE>
               Partnership           Amount
               -----------         ----------
                 III-A             $  185,000
                 III-B                 78,000
                 III-C                235,000
                 III-D                486,000
                 III-E              2,043,000
                 III-F              2,079,000
                 III-G              1,011,000

If  the Filing Date Prices are in effect  on March 31, 1997, the above
impairment provisions will be reflected in the Partnerships' financial
statements  as of March 31, 1997.  Impairment provisions do not impact
the Partnerships' cash flows  from operating activities; however, they
do impact the amount  of General Partner and Limited  Partner capital.
The  risk that  the Partnerships  will be  required to  record further
impairment  provisions  in  the  future,  beyond  those  noted  above,
increases when oil  and gas  prices are depressed.   Accordingly,  the
III-A  Partnership  has three  fields, the  III-B Partnership  has two
fields,  the III-C and III-F  Partnerships have six  fields, the III-D
Partnership  has four fields,  the III-E Partnership  has five fields,
and the III-G Partnership has  eight fields in which it is  reasonably
possible  that impairment provisions will be recorded in the near term
if gas prices decrease below the Filing Date Prices.

                                  38
<PAGE>
<PAGE>
                           III-A Partnership
                           -----------------

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

     Total oil and gas sales remained relatively constant for the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.  Any decrease related to the decreases in volumes of oil and gas
sold  were offset  by increases  related to  increases in  the average
prices  of oil and gas  sold.  Volumes  of oil and  gas sold decreased
11,667  barrels  and 529,749  Mcf,  respectively, for  the  year ended
December 31,  1996 as  compared to the  year ended December  31, 1995.
The decrease  in volumes of oil  sold resulted primarily from  (i) the
shutting-in of one  well during the  year ended  December 31, 1996  in
order to  perform a workover  to improve the recovery  of reserves and
(ii) normal declines in  production due to diminished oil  reserves on
several wells.  The decrease in volumes of gas sold resulted primarily
from  (i) normal declines in production due to diminished gas reserves
on several wells  during the year ended December 31,  1996 as compared
to  the year ended  December 31,  1995, (ii)  a positive  prior period
volume adjustment made  by the purchaser  on one well during  the year
ended December 31, 1995,  and (iii) the sale of  several gas producing
wells during  the year ended December  31, 1996.  Average  oil and gas
prices increased to $20.79 per barrel and $2.09 per Mcf, respectively,
for the  year ended December 31, 1996 from $17.52 per barrel and $1.46
per Mcf, respectively, for the year ended December 31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $230,023 (20.4%) for the year
ended December  31, 1996 as  compared to  the year ended  December 31,
1995.  This decrease  resulted primarily from the decrease  in volumes
of  oil  and gas  sold  during the  year  ended December  31,  1996 as
compared  to the year ended December 31, 1995.  As a percentage of oil
and gas sales,  these expenses decreased to  24.7% for the  year ended
December 31,  1996 from 31.0%  for the  year ended December  31, 1995.
This percentage decrease  was primarily  due to the  increases in  the
average prices  of oil and gas sold during the year ended December 31,
1996 as compared to the year ended December 31, 1995.

                                  39
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased $975,909 (46.2%) for the year ended  December 31,
1996 as compared to the  year ended December 31, 1995.   This decrease
resulted  primarily  from (i)  upward  revisions in  the  estimates of
remaining  oil and  gas  reserves  at  December  31,  1996,  (ii)  the
decreases  in volumes  of  oil and  gas  sold  during the  year  ended
December 31, 1996 as compared to the year ended December 31, 1995, and
(iii) a decrease in  capitalized costs due to an  impairment provision
recognized  in the fourth quarter of 1995.  As a percentage of oil and
gas sales, this expense decreased to 31.3% for the year ended December
31,  1996 from  57.9% for  the  year ended  December 31,  1995.   This
percentage  decrease  was primarily  due  to  the  dollar decrease  in
depreciation, depletion,  and  amortization discussed  above  and  the
increases in  the average prices of  oil and gas sold  during the year
ended December  31, 1996 as  compared to  the year ended  December 31,
1995.

     As  set forth  under  "Results of  Operations"  above, the  III-A
Partnership  recognized   a  non-cash   charge  against  earnings   of
$1,267,185  for the  year ended  December 31,  1995.   This impairment
provision was  necessary due to the  unamortized costs of oil  and gas
properties  exceeding the  expected  undiscounted future  net revenues
from  such  oil  and gas  properties,  in  accordance  with the  III-A
Partnership's  adoption  of  SFAS No.  121.    No  similar charge  was
necessary during the year ended December 31, 1996.

     General and administrative expenses increased $15,705  (5.1%) for
the  year ended  December  31, 1996  as  compared  to the  year  ended
December 31, 1995.  This increase  was primarily due to an increase in
professional  fees and printing  and postage expenses  during the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.  As  a percentage of oil and gas  sales, these expenses remained
relatively  constant at 8.9%  for the year ended  December 31, 1996 as
compared to 8.5% for the year ended December 31, 1995.

     The Limited Partners in the  III-A Partnership have received cash
distributions through December  31, 1996  of $20,630,701  or 78.2%  of
Limited Partner capital contributions.

                                  40
<PAGE>
<PAGE>
                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and gas sales decreased $1,397,129 (27.7%) for the year
ended December  31, 1995 as  compared to the  year ended  December 31,
1994.    Of  this   decrease,  approximately  $188,000  and  $726,000,
respectively, were related to decreases in volumes of oil and gas sold
and a decrease of  approximately $558,000 was related to a decrease in
the  average price of gas sold.   Volumes of oil sold decreased 11,688
barrels for the  year ended December 31, 1995 as  compared to the year
ended  December 31,  1994  primarily due  to  (i) normal  declines  in
production on certain properties, (ii) adjustments made by a purchaser
in  1994 on  certain significant  properties relating  to gas  sold in
prior  periods, and (iii)  decreased production during  the year ended
December 31, 1995  on certain properties  due to mechanical  difficul-
ties.   Volumes of gas sold  decreased 409,965 Mcf for  the year ended
December  31, 1995 as  compared to the  year ended December  31, 1994.
This  decrease was primarily due  to normal declines  in production on
several existing properties coupled  with positive prior period volume
adjustments made by  a purchaser  during the year  ended December  31,
1994  on certain significant properties.   Oil prices  increased to an
average of $17.52 per barrel for the year ended December 31, 1995 from
an average of  $16.11 per barrel for the year ended December 31, 1994.
Gas prices decreased to an average of $1.46 per Mcf for the year ended
December 31, 1995 from an average of $1.77  per Mcf for the year ended
December 31, 1994.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production  taxes) decreased $28,784 (2.3%) for  the year
ended December 31,  1995 as  compared to the  year ended December  31,
1994 primarily due to the decrease in volumes of oil and gas  sold for
the year ended December 31, 1995, partially offset by an adjustment to
lease  operating  expenses  recognized  during  1994  associated  with
changes  in estimates  by the  third party  operator of  gas balancing
positions  on certain wells.   As a  percentage of oil  and gas sales,
these expenses increased to 31.0% for the year ended December 31, 1995
from 22.9% for  the year  ended December  31, 1994.   This  percentage
increase was primarily due to the decrease in the average price of gas
sold  during the year ended December 31,  1995 as compared to the year
ended December 31, 1994.
                                  41
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased  $1,441,837 (49.1%)  for the year  ended December
31, 1995 as compared to the year ended December 31, 1994 primarily due
to (i) significant upward  revisions in the estimate of  remaining oil
and gas reserves at December 31, 1995 and (ii) the decrease in volumes
of oil  and  gas sold  during  the year  ended  December 31,  1995  as
compared to the year  ended December 31, 1994.  As a percentage of oil
and gas  sales, this  expense decreased  to 57.9% for  the year  ended
December 31, 1995  from 70.4%  for the year  ended December 31,  1994.
This  percentage  decrease was  primarily  due to  the  upward reserve
revisions discussed  above, partially offset  by the  decrease in  the
average price of gas sold.  

     As  set forth  under  "Results of  Operations"  above, the  III-A
Partnership  recognized   a  non-cash  charge   against  earnings   of
$1,267,185  for the  year ended  December 31,  1995.   This impairment
provision was  necessary due to  the unamortized costs of  oil and gas
properties  exceeding  the expected  undiscounted future  net revenues
from  such  oil  and gas  properties,  in  accordance  with the  III-A
Partnership's adoption of SFAS No. 121 on October 1, 1995.  No similar
charge was necessary during the year ended December 31, 1994 under the
III-A Partnership's prior impairment policy.  

     General and administrative expenses remained  relatively constant
for the year  ended December 31,  1995 as compared  to the year  ended
December 31, 1994.     As a  percentage of  oil and  gas sales,  these
expenses increased to 8.5%  for the year ended December 31,  1995 from
6.2%  for the  year  ended December  31,  1994  primarily due  to  the
decrease in oil and gas sales discussed above.
 

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

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

                                  42
<PAGE>
<PAGE>
     Total oil and  gas sales  increased $50,400 (2.4%)  for the  year
ended December  31, 1996 as  compared to the  year ended December  31,
1995.    Of  this   increase,  approximately  $129,000  and  $385,000,
respectively, were related to  increases in the average prices  of oil
and gas sold,  partially offset by decreases  of approximately $87,000
and $375,000, respectively, related to decreases in volumes of oil and
gas sold.   Volumes of oil  and gas sold  decreased 4,969 barrels  and
258,730 Mcf, respectively,  for the  year ended December  31, 1996  as
compared to the year ended December 31, 1995.  The decrease in volumes
of  gas sold resulted primarily from (i) normal declines in production
due to diminished gas reserves on several wells and (ii) the sale of a
significant  gas producing  unitized  property during  the year  ended
December 31, 1996.  Average oil and gas prices increased to $20.98 per
barrel  and $2.05 per Mcf,  respectively, for the  year ended December
31, 1996 from  $17.58 per barrel and $1.45 per  Mcf, respectively, for
the year ended December 31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $119,983 (19.4%) for the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.  This decrease  resulted primarily from the decrease  in volumes
of  oil  and gas  sold  during the  year  ended December  31,  1996 as
compared to the year ended December 31,  1995.  As a percentage of oil
and  gas sales, these expenses  decreased to 23.5%  for the year ended
December 31,  1996 from  29.9% for the  year ended December  31, 1995.
This percentage decrease  was primarily  due to the  increases in  the
average prices  of oil and gas sold during the year ended December 31,
1996 as compared to the year ended December 31, 1995.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
properties decreased $418,614  (39.8%) for the year ended December 31,
1996 as compared  to the year ended December 31,  1995.  This decrease
resulted primarily  from  (i) upward  revisions  in the  estimates  of
remaining  oil and  gas  reserves  at  December  31,  1996,  (ii)  the
decreases in  volumes  of  oil and  gas  sold during  the  year  ended
December 31, 1996 as compared to the year ended December 31, 1995, and
(iii) a decrease in  capitalized costs due to an  impairment provision
recognized in the  fourth quarter of 1995.  As a percentage of oil and
gas sales, this expense decreased to 30.0% for the year ended December
31, 1996  from 51.0%  for  the year  ended December  31,  1995.   This
percentage  decrease  was primarily  due  to  the dollar  decrease  in
depreciation,  depletion, and  amortization  discussed  above and  the
increases in  the average prices of  oil and gas sold  during the year
ended  December 31, 1996  as compared to  the year  ended December 31,
1995.  


                                  43
<PAGE>
<PAGE>
     As  set  forth under  "Results  of Operations"  above,  the III-B
Partnership recognized a non-cash  charge against earnings of $480,618
for the year ended December 31,  1995.  This impairment provision  was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the expected undiscounted future  net revenues from such oil
and  gas  properties,  in  accordance  with  the  III-B  Partnership's
adoption of SFAS No. 121.  No similar charge was  necessary during the
year ended December 31, 1996.

     General  and administrative expenses increased $10,035 (6.2%) for
the year  ended  December 31,  1996  as  compared to  the  year  ended
December 31,  1995.  This increase was primarily due to an increase in
professional fees and  printing and postage  expenses during the  year
ended December  31, 1996  as compared to  the year ended  December 31,
1995.  As a percentage  of oil and gas sales, these  expenses remained
relatively constant at  8.1% for the year  ended December 31, 1996  as
compared to 7.8% for the year ended December 31, 1995.

     The Limited Partners in the III-B  Partnership have received cash
distributions through  December 31, 1996  of $12,009,353  or 86.8%  of
Limited Partner capital contributions.

                                  44
<PAGE>
<PAGE>
                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and gas  sales decreased $654,001 (24.1%) for  the year
ended December  31, 1995 as  compared to the  year ended  December 31,
1994.    Of  this   decrease,  approximately  $149,000  and  $306,000,
respectively, were related to decreases in volumes of oil and gas sold
and  approximately $261,000 was related  to a decrease  in the average
price  of gas sold, partially  offset by an  increase of approximately
$63,000 related  to  an increase  in the  average price  of oil  sold.
Volumes  of  oil  sold decreased  9,265  barrels  for  the year  ended
December  31, 1995  as compared  to the year  ended December  31, 1994
primarily  due  to  (i)  normal  declines  in  production  on  certain
properties and (ii) decreased production on certain  properties due to
mechanical  difficulties  during the  year  ended  December 31,  1995.
Volumes of gas sold decreased 176,127 Mcf for the  year ended December
31,  1995  as compared  to the  year ended  December  31, 1994.   This
decrease was primarily due to normal declines in production on several
properties coupled with positive  prior period volume adjustments made
by a  purchaser during  the year  ended December  31, 1994  on certain
significant wells.  Oil prices  increased to an average of $17.58  per
barrel for the year ended December 31, 1995 from an average of  $16.10
per barrel for the year ended December 31, 1994.  Gas prices decreased
to an average of $1.45  per Mcf  for the year ended  December 31, 1995
from an average of   $1.74 per  Mcf  for the  year ended December  31,
1994.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and  production taxes)  remained relatively constant  for the
year ended December 31,  1995 as compared to  the year ended  December
31, 1994. The decrease in operating expenses which normally would have
resulted from the decrease in  volumes of oil and gas sold  was offset
by an adjustment  to lease operating  expenses recognized during  1994
associated  with changes in estimates  by the third  party operator of
gas balancing  positions on certain wells.  As a percentage of oil and
gas  sales, these  expenses  increased to  29.9%  for the  year  ended
December 31, 1995  from 22.7% for  the year  ended December 31,  1994.
This  percentage increase  was primarily  due to  the decrease  in the
average  price of gas sold during the  year ended December 31, 1995 as
compared to the year ended December 31, 1994.  

                                  45
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased $872,045 (62.1%) for the year ended  December 31,
1995 as  compared to the year ended December 31, 1994 primarily due to
(i) significant upward revisions in the estimates of remaining oil and
gas reserves at December 31, 1995 and (ii) the decreases in volumes of
oil and gas sold during  the year ended December 31, 1995  as compared
to the year  ended December 31, 1994.  As a  percentage of oil and gas
sales, this expense decreased to 51.0% for the year ended December 31,
1995 from 70.8% for the year ended December 31, 1994.  This percentage
decrease was primarily due  to the upward reserve  revisions discussed
above.  

     As  set  forth under  "Results  of Operations"  above,  the III-B
Partnership recognized a non-cash  charge against earnings of $480,618
for the year  ended December 31, 1995.  This  impairment provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the  expected undiscounted future net revenues from such oil
and  gas  properties,  in  accordance  with  the  III-B  Partnership's
adoption of SFAS  No. 121 on October 1,  1995.  No similar  charge was
necessary  during the  year ended  December 31,  1994 under  the III-B
Partnership's prior impairment policy.  

     General and administrative  expenses remained relatively constant
for  the year ended  December 31, 1995  as compared to  the year ended
December 31,  1994.   As  a percentage  of oil  and  gas sales,  these
expenses increased to  7.8% for the year ended December  31, 1995 from
6.0%  for  the year  ended  December  31, 1994  primarily  due  to the
decrease in oil and gas sales discussed above.  

                                  46
<PAGE>
<PAGE>
                           III-C Partnership
                           -----------------

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

     Total oil and gas  sales increased $499,127 (18.1%) for  the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.     Of  this  increase,  approximately   $92,000  and  $824,000,
respectively, were related to  increases in the average prices  of oil
and gas sold, partially offset by a decrease of approximately $429,000
related to a  decrease in volumes  of gas sold.   Volumes of oil  sold
increased 503 barrels, while volumes of gas sold decreased 310,886 Mcf
for  the year ended  December 31, 1996  as compared to  the year ended
December  31,  1995.   The decrease  in volumes  of gas  sold resulted
primarily from (i) normal declines in production due to diminished gas
reserves  on  several wells  and  (ii)  positive prior  period  volume
adjustments made by the purchaser  on two wells during the  year ended
December 31, 1995.  Average oil and gas prices increased to $20.68 per
barrel  and $1.99 per Mcf,  respectively, for the  year ended December
31, 1996 from $17.34 per  barrel and $1.38 per Mcf, respectively,  for
the year ended December 31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes)  decreased $38,468 (4.7%) for the  year
ended December 31,  1996 as compared  to the  year ended December  31,
1995.  This decrease  resulted primarily from the decrease  in volumes
of gas sold during the year ended December 31, 1996 as compared to the
year  ended  December 31,  1995, partially  offset  by an  increase in
production taxes associated  with the  increase in oil  and gas  sales
discussed above.  As a percentage of oil and gas sales, these expenses
decreased to 24.0% for the year ended December 31, 1996 from 29.7% for
the  year ended  December  31, 1995.    This percentage  decrease  was
primarily due  to the increases in  the average prices of  oil and gas
sold during the year ended  December 31, 1996 as compared to  the year
ended December 31, 1995.

                                  47
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased $657,266 (41.4%) for the year ended  December 31,
1996 as compared to the  year ended December 31, 1995.   This decrease
resulted  primarily  from (i)  upward  revisions in  the  estimates of
remaining oil and gas reserves at December 31, 1996, (ii) the decrease
in volumes  of gas sold  during the  year ended December  31, 1996  as
compared to the year ended December 31, 1995, and (iii)  a decrease in
capitalized  costs due  to an  impairment provision recognized  in the
fourth  quarter of 1995.   As a percentage of oil  and gas sales, this
expense decreased to  28.5% for the year ended December  31, 1996 from
57.5% for the year ended December 31, 1995.   This percentage decrease
was primarily due  to the dollar decrease in  depreciation, depletion,
and  amortization discussed  above and  the increases  in  the average
prices of oil and gas sold during the year ended December 31, 1996  as
compared to the year ended December 31, 1995.

     As  set forth  under  "Results of  Operations"  above, the  III-C
Partnership  recognized  a   non-cash  charge   against  earnings   of
$1,338,693  for the  year ended  December 31,  1995.   This impairment
provision was necessary due  to the unamortized costs  of oil and  gas
properties  exceeding the  expected undiscounted  future net  revenues
from  such  oil  and gas  properties,  in  accordance  with the  III-C
Partnership's  adoption  of  SFAS No.  121.    No  similar charge  was
necessary during the year ended December 31, 1996.

     General and administrative  expenses remained relatively constant
for  the year ended  December 31, 1996  as compared to  the year ended
December 31,  1995.   As  a percentage  of oil  and  gas sales,  these
expenses decreased to  9.0% for the year ended  December 31, 1996 from
10.4% for  the year ended December 31, 1995.  This percentage decrease
resulted  primarily from the increase  in oil and  gas sales discussed
above.

     The Limited Partners in the III-C Partnership have received  cash
distributions  through December  31, 1996  of $12,928,795 or  52.9% of
Limited Partner capital contributions.

                                  48
<PAGE>
<PAGE>
                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and gas  sales decreased $469,033 (14.5%) for  the year
ended December  31, 1995 as  compared to the  year ended  December 31,
1994.     Of  this  decrease,  approximately   $47,000  and  $115,000,
respectively, were related to decreases in volumes of oil and gas sold
and a decrease of  approximately $349,000 was related to a decrease in
the average price of gas sold.   Volumes of oil and gas sold decreased
2,965  barrels  and  72,370  Mcf,  respectively,  for  the year  ended
December  31, 1995  as compared to  the year  ended December  31, 1994
primarily  due to normal declines  in production on certain properties
and adjustments made by a purchaser  in 1994 on a property relating to
gas  sold  in  prior periods,  partially  offset  by  a gas  balancing
adjustment made by a  purchaser on another property during 1994.   Oil
prices increased  to an  average of  $17.34 per barrel   for  the year
ended December 31, 1995 from an average of  $15.82 per barrel  for the
year  ended December 31, 1994.  Gas  prices decreased to an average of
$1.38 per Mcf  for the year ended December 31, 1995 from an average of
$1.59 per Mcf  for the year ended December 31, 1994.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $149,020 (15.4%) for the year
ended December  31, 1995  as compared to  the year ended  December 31,
1994.  This decrease was primarily  due to decreases in volumes of oil
and  gas sold coupled with  workover expenses and  repair costs during
the year ended December 31, 1994 with no similar expenses  in the 1995
period.  As a percentage of oil and gas sales, these expenses remained
relatively constant at 29.7% for  the year ended December 31,  1995 as
compared to 30.0% for the year ended December 31, 1994.

     Depreciation,  depletion,  and  amortization   of  oil  and   gas
properties decreased  $1,233,747 (43.7%)  for the year  ended December
31, 1995 as compared to the year ended December 31, 1994 primarily due
to  (i)  a  significant  decrease  in  capitalized  costs  due  to  an
impairment provision recognized during 1994, (ii) a significant upward
revision in the estimate of remaining oil and gas reserves at December
31, 1995, (iii) extensions  and discoveries of reserves found  in 1995
from  developmental drilling, and (iv) the decreases in volumes of oil
and gas  sold during the year  ended December 31, 1995  as compared to
the year  ended December 31,  1994.   As a percentage  of oil and  gas
sales, this expense decreased to 57.5% for the year ended December 31,
1995  from 87.4%  for the  year  ended December  31, 1994  due to  the
decrease  in  capitalized  costs  and  the  upward  reserve  revisions
discussed above, partially offset by the decrease in the average price
of gas sold.  

                                  49
<PAGE>
<PAGE>
     As  set  forth under  "Results  of Operations"  above,  the III-C
Partnership  recognized   a  non-cash   charge  against   earnings  of
$1,338,693  for the  year ended  December 31,  1995.   This impairment
provision was  necessary due to the  unamortized costs of oil  and gas
properties  exceeding the  expected undiscounted  future  net revenues
from  such  oil  and gas  properties,  in  accordance  with the  III-C
Partnership's adoption of SFAS No. 121 on October 1, 1995.   A similar
charge  of $1,232,000 was necessary during the year ended December 31,
1994  under the III-C Partnership's  prior impairment policy  due to a
decline in gas prices during 1994.

     General and administrative expenses remained  relatively constant
for the year  ended December 31,  1995 as compared  to the year  ended
December  31, 1994.   As  a  percentage of  oil and  gas sales,  these
expenses increased to 10.4% for the  year ended December 31, 1995 from
9.0%  for  the year  ended  December  31, 1994  primarily  due  to the
decrease in oil and gas sales discussed above.


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

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

     Total oil and gas  sales increased $249,226 (11.9%) for  the year
ended December  31, 1996 as  compared to the  year ended  December 31,
1995.    Of  this   increase,  approximately  $146,000  and  $449,000,
respectively, were related to  increases in the average prices  of oil
and gas sold, partially offset by a decrease of approximately $334,000
related  to a decrease in volumes of gas sold.  Volumes of oil and gas
sold decreased 815 barrels and 239,968 Mcf for the year ended December
31,  1996  as compared  to  the year  ended  December 31,  1995.   The
decrease in volumes  of gas  sold resulted primarily  from (i)  normal
declines in production due to diminished gas reserves on several wells
and  (ii)  positive  prior  period  volume  adjustments  made  by  the
purchaser  on  four wells  during the  year  ended December  31, 1995.
Average oil  and gas prices  increased to $20.12 per  barrel and $1.98
per  Mcf,  respectively, for  the year  ended  December 31,  1996 from
$16.60 per  barrel and $1.39 per Mcf, respectively, for the year ended
December 31, 1995.

                                  50
<PAGE>
<PAGE>
     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) increased $184,924 (24.9%) for the year
ended December  31, 1996  as compared to  the year ended  December 31,
1995.    This increase  resulted  primarily from  (i)  lease operating
expense adjustments during the year ended December 31, 1996 associated
with changes in estimates by the third party operator of gas balancing
positions  on certain  wells  being greater  than similar  adjustments
during  the  year  ended  December  31,  1995,  (ii)  an  increase  in
production taxes associated  with the  increase in oil  and gas  sales
discussed  above,  and  (iii)  an  increase   in  general  repair  and
maintenance  expenses incurred on several wells  during the year ended
December 31, 1996  as compared to  the year ended  December 31,  1995.
These  increases were partially offset  by the decrease  in volumes of
oil and gas  sold during the year ended December  31, 1996 as compared
to the year ended December 31, 1995.   As a percentage of oil and  gas
sales, these expenses increased  to 39.7% for the year  ended December
31,  1996 from  35.6% for  the  year ended  December 31,  1995.   This
percentage  increase  was primarily  due  to  the dollar  increase  in
production expenses discussed above.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
properties decreased $447,461  (50.3%) for the year ended December 31,
1996 as compared  to the year ended December 31,  1995.  This decrease
resulted primarily  from  (i) upward  revisions  in the  estimates  of
remaining  oil and  gas  reserves  at  December  31,  1996,  (ii)  the
decreases  in volumes  of  oil  and gas  sold  during  the year  ended
December 31, 1996 as compared to the year ended December 31, 1995, and
(iii) a decrease in  capitalized costs due to an  impairment provision
recognized in the fourth quarter of 1995.  As a  percentage of oil and
gas sales, this expense decreased to 18.9% for the year ended December
31, 1996  from 42.6%  for  the year  ended December  31,  1995.   This
percentage  decrease  was primarily  due  to  the dollar  decrease  in
depreciation,  depletion,  and  amortization discussed  above  and the
increases in  the average prices of  oil and gas sold  during the year
ended December  31, 1996 as  compared to the  year ended December  31,
1995.

     As  set forth  under  "Results of  Operations"  above, the  III-D
Partnership recognized a non-cash  charge against earnings of $495,810
for the year  ended December 31, 1995.   This impairment provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the expected undiscounted future net revenues  from such oil
and  gas  properties,  in  accordance  with  the  III-D  Partnership's
adoption of SFAS No. 121.   No similar charge was necessary during the
year ended December 31, 1996.

                                  51
<PAGE>
<PAGE>
     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1996 as  compared to the  year ended
December  31,  1995.   As a  percentage of  oil  and gas  sales, these
expenses decreased to  6.8% for the year ended December  31, 1996 from
7.6% for the year  ended December 31, 1995.  This  percentage decrease
resulted  primarily from the increase  in oil and  gas sales discussed
above.

     The Limited Partners in the  III-D Partnership have received cash
distributions  through  December 31,  1996 of  $6,143,669 or  46.9% of
Limited Partner capital contributions.


                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and  gas sales  increased $70,121 (3.5%)  for the  year
ended  December 31,  1995 as compared  to the year  ended December 31,
1994.    Of this  increase, approximately  $54,000  was related  to an
increase in the average  price of oil sold and  approximately $226,000
was related to an increase in volumes of gas sold, partially offset by
decreases of approximately $74,000 and $130,000, respectively, related
to decreases in volumes of oil sold and the average price of gas sold.
Volumes of oil  sold decreased 4,829 barrels  and volumes of  gas sold
increased 148,493 Mcf for the year ended December 31, 1995 as compared
to  the year  ended December  31, 1994.   Oil  prices increased  to an
average of $16.60 per barrel for the year ended December 31, 1995 from
an average of  $15.31 per barrel for the year ended December 31, 1994.
Gas prices  decreased to an  average of  $1.39 per Mcf   for  the year
ended December 31, 1995 from an average of  $1.52 per Mcf for the year
ended December 31, 1994.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $266,964 (26.4%) for the year
ended December  31, 1995  as compared to  the year ended  December 31,
1994.   This decrease was primarily due  to (i) an adjustment to lease
operating expenses  recognized during 1995 associated  with changes in
estimates  by the third party  operator of gas  balancing positions on
certain wells and (ii)  workover expenses and repair costs  during the
year ended  December 31, 1994 with no similar expenses during the year
ended December 31, 1995.  As a percentage of oil  and gas sales, these
expenses decreased to 35.6% for the  year ended December 31, 1995 from
50.1% for the year ended December 31, 1994.   This percentage decrease
was  primarily due  to the  decrease in  operating expenses  discussed
above.
                                  52
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased $539,980 (37.8%) for the year ended  December 31,
1995 as  compared to the year ended December 31, 1994 primarily due to
(i) a significant decrease  in capitalized costs due to  an impairment
provision  recognized during  1994 and  (ii) upward  revisions in  the
estimate  of remaining gas  reserves at  December 31,  1995, partially
offset  by the  increase in  volumes of  gas sold  for the  year ended
December 31,  1995 as compared to  the year ended December  31, 1994. 
As a  percentage of oil and gas sales, this expense decreased to 42.6%
for the year ended December 31, 1995 as compared to 70.8% for the year
ended  December 31,  1994  primarily due  to  the dollar  decrease  in
depreciation, depletion, and amortization discussed above. 
 
     As  set forth  under  "Results of  Operations"  above, the  III-D
Partnership recognized a non-cash  charge against earnings of $495,810
for the year ended  December 31, 1995.  This impairment  provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the expected undiscounted future  net revenues from such oil
and  gas  properties,  in  accordance  with  the  III-D  Partnership's
adoption  of SFAS No.  121 on October  1, 1995.   A similar  charge of
$1,986,000 was necessary during the year ended December 31, 1994 under
the  III-D Partnership's prior impairment  policy due to  a decline in
gas prices. 

     General and administrative expenses expressed in dollars and as a
percentage of oil and gas sales   remained relatively constant for the
year ended December  31, 1995 as compared  to the year ended  December
31, 1994.  

                                  53
<PAGE>
<PAGE>
                           III-E Partnership
                           -----------------

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

     Total  oil and gas sales  increased $354,068 (4.1%)  for the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.    Of  this  increase, approximately  $795,000  and  $1,292,000,
respectively, were related to  increases in the average prices  of oil
and  gas sold, partially offset by decreases of approximately $458,000
and  $1,290,000, respectively, related to  decreases in volumes of oil
and gas  sold.  Volumes of  oil and gas sold  decreased 27,766 barrels
and 877,478 Mcf, respectively, for the year ended December 31, 1996 as
compared to the year ended December 31, 1995.  The decrease in volumes
of  gas sold resulted primarily from (i) normal declines in production
due to diminished gas  reserves on several wells, (ii)  positive prior
period  volume adjustments made by the purchaser on three wells during
the year ended  December 31,  1995, and (iii)  the curtailment of  gas
sales from one well during the year ended December 31, 1996 due to the
III-E Partnership's overproduced  position in the  well.  Average  oil
and gas  prices increased  to  $19.95 per  barrel and  $2.07 per  Mcf,
respectively, for the  year ended  December 31, 1996  from $16.48  per
barrel  and $1.47 per Mcf,  respectively, for the  year ended December
31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $337,304 (7.1%) for  the year
ended  December 31,  1996 as compared  to the year  ended December 31,
1995.  This decrease  resulted primarily from the decrease  in volumes
of  oil and  gas  sold during  the  year ended  December  31, 1996  as
compared to the year ended  December 31, 1995, partially offset by  an
increase in production facility and zone treatment expenses related to
one well  during the year ended  December 31, 1996 as  compared to the
year ended December 31,  1995.  As a percentage of  oil and gas sales,
these expenses decreased to 48.9% for the year ended December 31, 1996
from 54.8% for  the year  ended December  31, 1995.   This  percentage
decrease  was primarily due to the  increases in the average prices of
oil  and gas sold during the year  ended December 31, 1996 as compared
to the  year ended December 31, 1995, partially offset by the increase
in production facility and zone treatment expenses discussed above.

                                  54
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased  $1,710,452 (49.6%)  for the year  ended December
31,   1996  as  compared  to   the  year  ended   December  31,  1995.
Approximately half of  this decrease was  related to four  significant
wells which  were fully depleted  in 1995 due  to a lack  of remaining
reserves  and the  other half  of this  decrease resulted  from upward
revisions in the estimates  of remaining oil reserves at  December 31,
1996 and the decreases in volumes of oil and  gas sold during the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.  As a percentage of oil and gas sales, this expense decreased to
19.2% for  the year ended  December 31, 1996  from 39.7% for  the year
ended December 31, 1995.   This percentage decrease was  primarily due
to the  dollar decrease  in depreciation, depletion,  and amortization
discussed above and the increases in the average prices of oil and gas
sold during the year ended  December 31, 1996 as compared to  the year
ended December 31, 1995.

     As  set forth  under  "Results of  Operations"  above, the  III-E
Partnership recognized a non-cash  charge against earnings of $210,152
for  the year ended December 31, 1995.   This impairment provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the expected  undiscounted future net revenues from such oil
and  gas  properties,  in  accordance  with  the  III-E  Partnership's
adoption of  SFAS No. 121.  No similar charge was necessary during the
year ended December 31, 1996.

     General and administrative expenses remained  relatively constant
for  the year ended December  31, 1996  as  compared to the year ended
December  31, 1995.   As  a  percentage of  oil and  gas sales,  these
expenses remained  relatively  constant at  5.6%  for the  year  ended
December 31, 1996 and 5.9% for the year ended December 31, 1995.  

     The Limited Partners in the III-E Partnership  have received cash
distributions  through December  31, 1996 of  $22,847,016 or  54.6% of
Limited Partner capital contributions.

                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

                                  55
<PAGE>
<PAGE>
     Total  oil and gas sales  decreased $789,966 (8.3%)  for the year
ended December  31, 1995 as  compared to the  year ended December  31,
1994.    Of this  decrease, approximately  $548,000  was related  to a
decrease in volumes of oil sold and approximately $667,000 was related
to a  decrease in the average  price of gas sold,  partially offset by
increases  of  approximately  $116,000  and   $314,000,  respectively,
related  to increases in volumes of gas  sold and the average price of
oil sold.   Volumes of oil sold decreased 35,910  barrels for the year
ended December 31,  1995 as  compared to the  year ended December  31,
1994 while volumes of gas sold increased 68,716 Mcf for the year ended
December  31, 1995 as  compared to the  year ended  December 31, 1994.
Oil prices increased  to an average of $16.48 per barrel  for the year
ended December 31, 1995 from an average of  $15.26 per barrel  for the
year ended December  31, 1994.  Gas prices decreased  to an average of
$1.47 per Mcf for the  year ended December 31, 1995 from an average of
$1.69 per Mcf for the year ended December 31, 1994.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $517,649  (9.8%) for the year
ended December 31,  1995 as  compared to the  year ended December  31,
1994  primarily  due to  the decrease  in volumes  of  oil sold  and a
decrease in workover expenses  and repair costs during the  year ended
December 31, 1995 as compared to the year ended December 31, 1994.  As
a  percentage of oil and gas sales, these expenses remained relatively
constant  at 54.8% for the year ended  December 31, 1995 and 55.7% for
the year ended December 31, 1994.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
properties  decreased $254,874 (6.9%) for the  year ended December 31,
1995 as  compared to the year ended December 31, 1994 primarily due to
a  significant  decrease in  capitalized  costs due  to  an impairment
provision recognized  during 1994.   As  a percentage  of oil  and gas
sales, this expense remained relatively constant at 39.7% for the year
ended December 31, 1995 and 39.1% for the year ended December 31, 1994
due to the offsetting effects of  the decrease in the average price of
gas sold and the decrease in capitalized costs discussed above.  

     As  set forth  under  "Results of  Operations"  above, the  III-E
Partnership recognized a non-cash  charge against earnings of $210,152
for the year  ended December 31, 1995.   This impairment provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the expected undiscounted future net revenues  from such oil
and  gas  properties,  in  accordance  with  the  III-E  Partnership's
adoption of  SFAS No.  121 on October  1, 1995.   A similar  charge of
$1,573,000 was necessary during the year ended December 31, 1994 under
the  III-E Partnership's prior impairment  policy due to  a decline in
gas prices.

                                  56
<PAGE>
<PAGE>
     General and administrative expenses decreased $44,156 (7.9%)  for
the year  ended  December  31, 1995  as  compared to  the  year  ended
December  31, 1994 primarily due  to a decrease  in professional fees.
As  a percentage  of  oil  and  gas  sales,  these  expenses  remained
relatively constant at 5.9% for the years  ended December 31, 1995 and
1994.


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

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

     Total oil and gas  sales increased $396,922 (14.7%) for  the year
ended December  31, 1996 as  compared to the  year ended  December 31,
1995.    Of  this   increase,  approximately  $276,000  and  $425,000,
respectively, were related to  increases in the average prices  of oil
and  gas sold, partially offset by  decreases of approximately $72,000
and $233,000, respectively, related to decreases in volumes of oil and
gas sold.   Volumes of oil  and gas sold  decreased 4,392 barrels  and
183,124 Mcf, respectively,  for the  year ended December  31, 1996  as
compared to the year ended December 31, 1995.  The decrease in volumes
of  gas sold resulted primarily from (i) normal declines in production
due  to diminished gas reserves on several wells, (ii) the shutting-in
of one  well during the year ended December 31, 1996 due to mechanical
difficulties, and (iii)  the curtailment  of gas sales  from one  well
during the year ended December 31, 1996 due to the III-F Partnership's
overproduced  position  in  the well.    Average  oil  and gas  prices
increased  to $20.18 per barrel  and $1.73 per  Mcf, respectively, for
the year ended December 31, 1996  from $16.46 per barrel and $1.27 per
Mcf, respectively, for the year ended December 31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $234,463 (15.9%) for the year
ended December  31, 1996 as  compared to  the year ended  December 31,
1995.  This decrease  resulted primarily from the decrease  in volumes
of oil  and  gas sold  during  the year  ended  December 31,  1996  as
compared to the year ended December 31, 1995.  As a percentage of  oil
and gas  sales, these expenses decreased  to 40.0% for  the year ended
December 31, 1996  from 54.6%  for the year  ended December 31,  1995.
This percentage decrease  was primarily  due to the  increases in  the
average prices of oil and gas  sold during the year ended December 31,
1996 as compared to the year ended December 31, 1995.

                                  57
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased $379,063 (25.1%) for the year ended  December 31,
1996 as compared to the  year ended December 31, 1995.   This decrease
resulted  primarily from  (i) an  upward revision  in the  estimate of
remaining oil reserves  at December  31, 1996, (ii)  the decreases  in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii)  a decrease in
capitalized  costs due  to an  impairment provision recognized  in the
fourth  quarter of 1995.   As a percentage of oil  and gas sales, this
expense decreased to  36.5% for the year ended December  31, 1996 from
56.0% for the year ended December 31, 1995.   This percentage decrease
was primarily due  to the dollar decrease in  depreciation, depletion,
and  amortization discussed  above and  the increases  in  the average
prices of oil and gas sold during the year ended December 31, 1996  as
compared to the year ended December 31, 1995.

     As  set forth  under  "Results of  Operations"  above, the  III-F
Partnership recognized a non-cash  charge against earnings of $998,811
for the year ended December  31, 1995.  This impairment  provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding  the expected undiscounted future net revenues from such oil
and  gas  properties,  in  accordance  with  the  III-F  Partnership's
adoption of SFAS No. 121.   No similar charge was necessary during the
year ended December 31, 1996.

     General and administrative  expenses remained relatively constant
for  the year ended  December 31, 1996  as compared to  the year ended
December 31,  1995.   As  a percentage  of oil  and  gas sales,  these
expenses decreased to  8.6% for the year ended  December 31, 1996 from
9.8%  for the  year ended December  31, 1995.   This decrease resulted
primarily from the increase in oil and gas sales discussed above.

     The Limited Partners in the III-F Partnership  have received cash
distributions through  December 31,  1996  of $8,366,904  or 37.8%  of
Limited Partner capital contributions.

                                  58
<PAGE>
<PAGE>
                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and gas  sales decreased $820,061 (23.3%) for  the year
ended December  31, 1995 as  compared to the  year ended  December 31,
1994.    Of  this   decrease,  approximately  $152,000  and  $371,000,
respectively, were related to decreases in volumes of oil and gas sold
and  approximately $432,000 was related  to a decrease  in the average
price  of gas sold, partially  offset by an  increase of approximately
$137,000  related to an  increase in  the average  price of  oil sold.
Volumes of oil and gas sold decreased 10,303 barrels and  223,595 Mcf,
respectively,  for the year ended December 31, 1995 as compared to the
year ended December 31,  1994.  The  decrease  in volumes of gas  sold
was  primarily due to (i)  positive adjustments made  by purchasers on
several  wells  during 1994,  (ii)  normal declines  in  production on
certain properties, and (iii) a positive gas balancing adjustment by a
purchaser on one well during 1994.  Oil prices increased to an average
of  $16.46 per  barrel for the  year ended  December 31,  1995 from an
average of   $14.72 per barrel  for the year ended  December 31, 1994.
Gas prices decreased to an average of $1.27 per Mcf for the year ended
December  31, 1995  from an average  of  $1.66  per Mcf   for the year
ended December 31, 1994.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $342,537 (18.9%) for the year
ended December 31,  1995 as compared  to the  year ended December  31,
1994 primarily due  to the decreases  in volumes of  oil and gas  sold
during the year ended December 31,  1995 as compared to the year ended
December 31, 1994.  This decrease was partially offset by increases in
workover  expenses and  repair  costs, increased  salt water  disposal
costs, and  adjustments made  by an  operator in  1995 for  ad valorem
taxes  incurred in prior  periods.  As  a percentage  of  oil  and gas
sales, these expenses increased  to 54.6% for the year  ended December
31,  1995 from  51.6% for  the  year ended  December 31,  1994.   This
percentage increase was primarily  due to the decrease in  the average
price of gas sold during the year ended December 31,  1995 as compared
to the year ended December 31, 1994.

                                  59
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased $873,719 (36.7%) for the year ended  December 31,
1995 as  compared to the year ended December 31, 1994 primarily due to
decreases  in volumes  of  oil  and gas  sold  during  the year  ended
December 31, 1995  as compared  to the  year ended  December 31,  1994
coupled  with upward revisions  of reserve  estimates at  December 31,
1995.  As a percentage of oil and gas sales, this expense decreased to
56.0% for  the year ended  December 31, 1995  from 67.7% for  the year
ended December 31, 1994.   This percentage decrease was  primarily due
to  the upward reserve revisions  discussed above and  the increase in
the average price of oil sold  during the year ended December 31, 1995
as compared  to the year ended December  31, 1994, partially offset by
the decrease  in the average price  of gas sold during  the year ended
December 31, 1995 as compared to the year ended December 31, 1994.

     As  set  forth under  "Results  of Operations"  above,  the III-F
Partnership recognized a non-cash  charge against earnings of $998,811
for the year  ended December 31, 1995.   This impairment provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the expected undiscounted future net revenues from  such oil
and  gas  properties,  in  accordance  with  the  III-F  Partnership's
adoption  of SFAS No. 121  on October 1, 1995.   No similar charge was
necessary  during the  year ended  December 31,  1994 under  the III-F
Partnership's prior impairment policy.  

     General and administrative expenses decreased $40,949 (13.4%) for
the  year  ended December  31,  1995  as compared  to  the  year ended
December  31, 1994 primarily due  to a decrease  in professional fees.
As  a  percentage  of oil  and  gas  sales,  these expenses  increased
slightly to 9.8%  for  the year ended December 31, 1995 from  8.7% for
the year ended December 31, 1994 primarily due to the  decrease in oil
and gas sales discussed above.

                                  60
<PAGE>
<PAGE>
                           III-G Partnership
                           -----------------

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

     Total oil and gas  sales increased $267,708 (15.8%) for  the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.    Of  this   increase,  approximately  $201,000  and  $230,000,
respectively, were related to  increases in the average prices  of oil
and gas sold,  partially offset by decreases of  approximately $41,000
and $123,000, respectively, related to decreases in volumes of oil and
gas sold.   Volumes of  oil and gas  sold decreased 2,484  barrels and
96,300  Mcf, respectively,  for the  year ended  December 31,  1996 as
compared to the year ended December 31, 1995.  The decrease in volumes
of  gas sold resulted primarily from (i) normal declines in production
due  to diminished gas reserves on several wells, (ii) the shutting-in
of one well during the year ended December 31, 1996  due to mechanical
difficulties, and (iii)  the curtailment  of gas sales  from one  well
during the year ended December 31, 1996 due to the III-G Partnership's
overproduced  position  in  the well.    Average  oil  and gas  prices
increased  to $20.19 per barrel  and $1.74 per  Mcf, respectively, for
the year  ended December 31, 1996 from $16.48 per barrel and $1.28 per
Mcf, respectively, for the year ended December 31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $133,579 (14.2%) for the year
ended  December 31, 1996  as compared to  the year ended  December 31,
1995.  This decrease  resulted primarily from the decrease  in volumes
of  oil  and gas  sold  during the  year  ended December  31,  1996 as
compared to the year ended December 31, 1995.  As a percentage  of oil
and  gas sales, these  expenses decreased to 41.0%  for the year ended
December 31, 1996  from 55.3% for  the year ended  December 31,  1995.
This percentage decrease  was primarily  due to the  increases in  the
average prices  of oil and gas sold during the year ended December 31,
1996 as compared to the year ended December 31, 1995.


                                  61
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased $321,266 (33.0%) for the year ended  December 31,
1996 as compared to the  year ended December 31, 1995.   This decrease
resulted  primarily from  (i) an  upward revision  in the  estimate of
remaining oil reserves  at December  31, 1996, (ii)  the decreases  in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii)  a decrease in
capitalized costs due to an impairment provision recognized during the
fourth quarter of 1995, partially offset by a downward revision in the
estimate  of remaining  gas  reserves  at December  31,  1996.   As  a
percentage of oil and gas  sales, this expense decreased to 33.3%  for
the  year  ended December  31,  1996 from  57.5%  for  the year  ended
December  31, 1995.  This percentage decrease was primarily due to the
dollar decrease in depreciation, depletion, and amortization discussed
above and  the increases in  the average  prices of oil  and gas  sold
during the year ended December 31, 1996 as compared to  the year ended
December 31, 1995.

     As  set  forth under  "Results  of Operations"  above,  the III-G
Partnership recognized a non-cash  charge against earnings of $677,010
for the year  ended December 31, 1995.  This  impairment provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the expected undiscounted future  net revenues from such oil
and  gas  properties,  in  accordance  with  the  III-G  Partnership's
adoption of SFAS No. 121.  No similar charge was  necessary during the
year ended December 31, 1996.

     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1996 as  compared to the  year ended
December  31,  1995.   As a  percentage of  oil  and gas  sales, these
expenses  decreased to 7.5% for the year  ended December 31, 1996 from
8.6% for  the year ended  December 31,  1995.  This  decrease resulted
primarily from the increase in oil and gas sales discussed above.

     The Limited  Partners in the III-G Partnership have received cash
distributions  through December  31, 1996  of $4,169,287  or 34.2%  of
Limited Partner capital contributions.

                                  62
<PAGE>
<PAGE>
                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and gas  sales decreased $442,996 (20.7%) for  the year
ended December  31, 1995 as  compared to the  year ended  December 31,
1994.    Of  this   decrease,  approximately  $107,000  and  $209,000,
respectively, were related to decreases in volumes of oil and gas sold
and  approximately $221,000 was related  to a decrease  in the average
price  of gas sold, partially  offset by an  increase of approximately
$96,000 related  to  an increase  in the  average price  of oil  sold.
Volumes of  oil and gas sold decreased  7,209 barrels and 126,504 Mcf,
respectively,  for the year ended December 31, 1995 as compared to the
year ended December 31, 1994.  The decrease in volumes of gas sold was
primarily  due to a normal decline in production on certain properties
coupled with positive  volume adjustments made  by a purchaser  during
the year ended December 31, 1994.   Oil prices increased to an average
of $16.48  per barrel   for the year ended  December 31, 1995  from an
average of   $14.78  per barrel for the  year ended December 31, 1994.
Gas prices decreased to an average of $1.28 per Mcf for the year ended
December 31,  1995 from an  average of   $1.65 per Mcf   for  the year
ended December 31, 1994.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $171,261 (15.4%) for the year
ended December  31, 1995 as  compared to  the year ended  December 31,
1994 primarily  due to the decreases  in volumes of oil  and gas sold,
partially offset by increases  in workover expenses and  repair costs,
increased salt  water  disposal  costs,  and adjustments  made  by  an
operator in 1995 for ad valorem taxes incurred in prior periods.  As a
percentage of oil and gas sales, these expenses increased to 55.3% for
the  year ended  December  31,  1995 from  51.9%  for  the year  ended
December 31, 1994.  This percentage increase was  primarily due to the
decrease in oil and gas sales discussed above.

     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased $384,363 (28.3%) for the  year ended December 31,
1995 as compared to the year  ended December 31, 1994 primarily due to
the decrease  in volumes of  oil and  gas sold during  the year  ended
December 31, 1995 as compared to the year ended December  31, 1994 and
an  upward revision  in  the estimate  of  remaining oil  reserves  at
December 31, 1995.  As a percentage of oil and gas sales, this expense
decreased to 57.5% for the year ended December 31, 1995 from 63.6% for
the year ended December 31, 1994 primarily due  to the upward revision
in  the estimate  of remaining oil  reserves and  the increase  in the
average price  of oil sold  during the year  ended December 31,  1995,
partially  offset by  the decrease  in the  average price of  gas sold
during the year ended December 31, 1995 and a decrease in the estimate
of remaining gas reserves at December 31, 1995.    

                                  63
<PAGE>
<PAGE>
     As  set  forth under  "Results  of Operations"  above,  the III-G
Partnership recognized a non-cash  charge against earnings of $677,010
for the year ended December 31,  1995.  This impairment provision  was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the expected undiscounted future  net revenues from such oil
and  gas  properties,  in  accordance  with  the  III-G  Partnership's
adoption of SFAS No.  121 on October 1,  1995.  No similar charge  was
necessary  during the  year ended  December 31,  1994 under  the III-G
Partnership's prior impairment policy.  

     General and administrative expenses decreased $21,487 (12.8%) for
the  year  ended December  31,  1995 as  compared  to  the year  ended
December  31, 1994 primarily due  to a decrease  in professional fees.
As  a  percentage  of oil  and  gas  sales,  these expenses  increased
slightly to  8.6% for the year  ended December 31, 1995  from 7.9% for
the year  ended December 31,  1994 due to  the decline in oil  and gas
sales discussed above.  

                                  64
<PAGE>
<PAGE>
                         1996 Compared to 1995
                         ---------------------

                         Average Sales Prices
----------------------------------------------------------------
P/ship              1996               1995           % Change
------        ----------------   ----------------   ------------
                Oil      Gas       Oil      Gas
              ($/Bbl)  ($/Mcf)   ($/Bbl)  ($/Mcf)    Oil    Gas
              -------  -------   -------  -------   -----  -----
III-A         $20.79    $2.09    $17.52   $1.46      19%    43%
III-B          20.98     2.05     17.58    1.45      19%    41%
III-C          20.68     1.99     17.34    1.38      19%    44%
III-D          20.12     1.98     16.60    1.39      21%    42%
III-E          19.95     2.07     16.48    1.47      21%    41%
III-F          20.18     1.73     16.46    1.27      23%    36%
III-G          20.19     1.74     16.48    1.28      23%    36%


                          Production Volumes
---------------------------------------------------------------

P/ship           1996               1995             % Change
------    ------------------  ------------------   -------------
            Oil       Gas      Oil        Gas       Oil     Gas
          (Bbls)     (Mcf)    (Bbls)     (Mcf)     (Bbls)  (Mcf)
          -------  ---------  -------  ---------   ------  -----
III-A      46,923  1,268,943   58,590  1,798,692    (20%)  (29%)
III-B      37,849    642,152   42,818    900,882    (12%)  (29%)
III-C      27,429  1,351,525   26,926  1,662,411      2%   (19%)
III-D      41,351    760,593   42,166  1,000,561    ( 2%)  (24%)
III-E     229,226  2,152,599  256,992  3,030,077    (11%)  (29%)
III-F      74,064    924,827   78,456  1,107,951    ( 6%)  (17%)
III-G      54,083    499,884   56,567    596,184    ( 4%)  (16%)


                       Average Production Costs
                     per Equivalent Barrel of Oil
               -----------------------------------
               P/ship        1996   1995  % Change
               ------       -----  -----  --------
               III-A        $3.48  $3.15     10%
               III-B         3.43   3.20      7%
               III-C         3.09   2.70     14%
               III-D         5.52   3.56     55%
               III-E         7.51   6.24     20%
               III-F         5.42   5.59    ( 3%)
               III-G         5.85   6.02    ( 3%)


                                  65
<PAGE>
<PAGE>
                         1995 Compared to 1994
                         ---------------------

                         Average Sales Prices
----------------------------------------------------------------
P/ship              1995               1994           % Change
------        ----------------   ----------------   ------------
                Oil      Gas       Oil      Gas
              ($/Bbl)  ($/Mcf)   ($/Bbl)  ($/Mcf)    Oil    Gas
              -------  -------   -------  -------   -----  -----
III-A         $17.52   $1.46      $16.11   $1.77      9%   (18%)
III-B          17.58    1.45       16.10    1.74      9%   (17%)
III-C          17.34    1.38       15.82    1.59     10%   (13%)
III-D          16.60    1.39       15.31    1.52      8%   ( 9%)
III-E          16.48    1.47       15.26    1.69      8%   (13%)
III-F          16.46    1.27       14.72    1.66     12%   (23%)
III-G          16.48    1.28       14.78    1.65     12%   (22%)


                          Production Volumes
---------------------------------------------------------------

P/ship           1995               1994             % Change
------    ------------------  ------------------   -------------
            Oil       Gas      Oil        Gas       Oil     Gas
          (Bbls)     (Mcf)    (Bbls)     (Mcf)     (Bbls)  (Mcf)
          -------  ---------  -------  ---------   ------  -----
III-A      58,590  1,798,692   70,278  2,208,657    (17%)   (19%)
III-B      42,818    900,882   52,083  1,077,009    (18%)   (16%)
III-C      26,926  1,662,411   29,891  1,734,781    (10%)   ( 4%)
III-D      42,166  1,000,561   46,995    852,068    (10%)    17%
III-E     256,992  3,030,077  292,902  2,961,361    (12%)     2%
III-F      78,456  1,107,951   88,759  1,331,546    (12%)   (17%)
III-G      56,567    596,184   63,776    722,688    (11%)   (18%)


                       Average Production Costs
                     per Equivalent Barrel of Oil
               -----------------------------------
               P/ship        1995   1994  % Change
               ------       -----  -----  --------
               III-A        $3.15  $2.64    19.3%
               III-B         3.20   2.66    20.3%
               III-C         2.70   3.04   (11.2%)
               III-D         3.56   5.35   (33.5%)
               III-E         6.24   6.70   ( 6.9%)
               III-F         5.59   5.84   ( 4.3%)
               III-G         6.02   6.02       -%

                                  66
<PAGE>
<PAGE>
     Liquidity and Capital Resources

     Net proceeds from operations less necessary operating capital are
distributed to the  Limited Partners on a quarterly basis.   See "Item
5. Market for  Units and Related  Limited Partner  Matters."  The  net
proceeds  from production  are  not reinvested  in productive  assets,
except  to  the extent  that producing  wells  are improved,  or where
methods are  employed to permit  more efficient recovery  of reserves,
thereby resulting in a positive  economic impact.  Assuming production
levels  for the year ended December 31, 1996, the Partnerships' proved
reserve  quantities at  December  31, 1996  would  have the  following
lives:  


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

                 III-A         4.9           3.3
                 III-B         4.6           3.2
                 III-C         5.7           5.9
                 III-D         5.0          10.4
                 III-E         4.5          11.4
                 III-F         6.1           6.6
                 III-G         6.1           6.8


     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.   The  Partnerships  have  no  debt  commitments.    Cash  for
operational  purposes  will   be  provided  by  current  oil  and  gas
production.

     The Samson  Companies are currently in the  process of evaluating
certain oil and  gas properties  owned by the  Partnerships and  other
entities of  the Samson Companies.  As a result of such evaluation, it
is expected  that certain of  these properties  will be placed  in bid
packages and offered  for sale during the  first half of 1997.   It is
likely that  the Partnerships will  have an  interest in  some of  the
properties being sold.   It is currently  estimated that the value  of
such   sales,  as  a  percentage  of  total  proved  reserves  of  any
Partnership, will range from 1% to 20%.

     The decision to accept any  offer for the purchase of a  property
owned by  one or more Partnerships will be made by the General Partner
after  giving due  consideration to  the offer  price and  the General
Partner's estimate  of both  the property's remaining  proved reserves
and future  operating costs.  Net  proceeds from the sale  of any such
properties  will  be distributed  to  the  Partnerships  and  will  be
included in  the calculation  of the Partnerships'  cash distributions
for the quarter immediately following the Partnerships' receipt of the
proceeds.
                                  67
<PAGE>
<PAGE>
     Following completion  of any sale, the  Partnerships' quantity of
proved reserves  will  be  reduced.   It  is also  possible  that  the
Partnerships'  repurchase values  and future cash  distributions could
decline as a result of a  reduction of the Partnerships' reserve base.
On  the other  hand,  the  General  Partner  believes  there  will  be
beneficial   operating  efficiencies  related   to  the  Partnerships'
remaining properties.    This is  primarily due to  the fact that  the
properties being  considered for sale are more likely to bear a higher
ratio  of  operating  expenses  as   compared  to  reserves  than  the
properties not  being considered  for sale.   The  net effect  of such
property sales is  difficult to predict as of the  date of this Annual
Report.

     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.
If the Partnerships sell  any of their properties as  discussed above,
the  Partnerships'  quantity  of  proved  reserves  will  be  reduced;
therefore,  it   is  possible  that  the   Partnerships'  future  cash
distributions  could decline  as  a  result  of  a  reduction  of  the
Partnerships' reserve base.


     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 1996.   Oil and gas
prices  have fluctuated  during recent  years and  generally  have not
followed the same pattern as inflation.  See "Item 2. Properties - Oil
and Gas Production, Revenue, and Price History."


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

                                 68
<PAGE>
<PAGE>
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    45  President and Director

     Judy K. Fox        46  Secretary

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

     Dennis  R. Neill joined the  Samson Companies in  1981, was named
Senior Vice  President and Director  of Geodyne on March  3, 1993, and
was named President of Geodyne on June 30, 1996.  Prior to joining the
Samson Companies,  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;  President  and  Director  of  Samson  Properties
Incorporated, Samson Hydrocarbons Company, Dyco Petroleum Corporation,
Geodyne  Depositary Company, Geodyne Institutional Depositary Company,
Geodyne  Nominee Corporation,  Berry  Gas Company,  Circle L  Drilling
Company,  and Compression,  Inc.; and  President  and Chairman  of the
Board of Directors of Samson Securities Company.

     Judy K. Fox  joined the  Samson Companies in  1990 and was  named
Secretary of  Geodyne on June 30,  1996.  Prior to  joining the Samson
Companies,  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,  Geodyne
Depositary Company, Geodyne  Institutional Depositary Company, Geodyne
Nominee  Corporation,   Samson   Hydrocarbons  Company,   and   Samson
Properties Incorporated.

                                  69
<PAGE>
<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

     The  General Partner and its affiliates are reimbursed for actual
general  and administrative  costs  and operating  costs incurred  and
attributable  to the conduct of the business affairs and operations of
the Partnerships, computed on a  cost basis, determined in  accordance
with generally accepted accounting  principles.  Such reimbursed costs
and  expenses  allocated  to  the Partnerships  include  office  rent,
secretarial,   employee   compensation   and   benefits,   travel  and
communication costs,  fees for professional services,  and other items
generally classified as general or administrative expense.  The amount
of general and administrative expense allocated to the General Partner
and  its  affiliates and  charged to  each  Partnership for  each year
during the years ended December 31,  1996, 1995, and 1994 is set forth
in the table below.


           Partnership      1996      1995      1994
           -----------    --------  --------  --------

              III-A       $277,872  $277,872  $277,869
              III-B        145,620   145,620   145,617
              III-C        257,412   257,412   257,406
              III-D        137,904   137,904   137,903
              III-E        440,280   440,280   440,280
              III-F        233,136   233,136   233,141
              III-G        128,340   128,340   128,342


     None  of the officers or directors of the General Partner receive
compensation   directly  from  the  Partnerships.    The  Partnerships
reimburse  the General Partner or  its affiliates for  that portion of
such officers'  and directors'  salaries and expenses  attributable to
time devoted by such individuals to the Partnerships' activities.  The
following  tables  indicate  the  approximate amount  of  general  and
administrative expense  reimbursement attributable to  the salaries of
the  directors, officers, and employees of the General Partner and its
affiliates for the years ended December 31, 1996, 1995, and 1994:


                                  70
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                       III-A Partnership
                                       -----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $147,271    -       -         -            -          -         -
                  1995   $151,718    -       -         -            -          -         -
                  1996   $162,555    -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The general and administrative expenses paid by the III-A Partnership  and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or  director of Geodyne or  its affiliates provides  full-time services to  the
     III-A Partnership and no  individual's salary or other compensation reimbursement from the
     III-A Partnership equals or exceeds $100,000 per annum.  
</TABLE>

                                               71
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                       III-B Partnership
                                       -----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $77,177     -       -         -            -          -         -
                  1995   $79,509     -       -         -            -          -         -
                  1996   $85,188     -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The general and administrative expenses paid by the III-B Partnership  and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or  director of Geodyne or  its affiliates provides  full-time services to  the
     III-B Partnership and no  individual's salary or other compensation reimbursement from the
     III-B Partnership equals or exceeds $100,000 per annum.  
</TABLE>
                                               72
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                       III-C Partnership
                                       -----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $136,425    -       -         -            -          -         -
                  1995   $140,547    -       -         -            -          -         -
                  1996   $150,586    -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The general and administrative expenses paid by the III-C Partnership  and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or  director of Geodyne or  its affiliates provides  full-time services to  the
     III-C Partnership and no  individual's salary or other compensation reimbursement from the
     III-C Partnership equals or exceeds $100,000 per annum.  
</TABLE>

                                               73
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                       III-D Partnership
                                       -----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $73,089     -       -         -            -          -         -
                  1995   $75,296     -       -         -            -          -         -
                  1996   $80,674     -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The general and administrative expenses paid by the III-D Partnership  and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or  director of Geodyne or  its affiliates provides  full-time services to  the
     III-D Partnership and no  individual's salary or other compensation reimbursement from the
     III-D Partnership equals or exceeds $100,000 per annum.  

</TABLE>
                                               74
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                       III-E Partnership
                                       -----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $233,348    -       -         -            -          -         -
                  1995   $240,393    -       -         -            -          -         -
                  1996   $257,564    -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The general and administrative expenses paid by the III-E Partnership  and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or  director of Geodyne or  its affiliates provides  full-time services to  the
     III-E Partnership and no  individual's salary or other compensation reimbursement from the
     III-E Partnership equals or exceeds $100,000 per annum.  
</TABLE>
                                               75
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                       III-F Partnership
                                       -----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $123,565    -       -         -            -          -         -
                  1995   $127,292    -       -         -            -          -         -
                  1996   $136,385    -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The general and administrative expenses paid by the III-F Partnership  and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or  director of Geodyne or  its affiliates provides  full-time services to  the
     III-F Partnership and no  individual's salary or other compensation reimbursement from the
     III-F Partnership equals or exceeds $100,000 per annum.  
</TABLE>
                                               76
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                       III-G Partnership
                                       -----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $68,021     -       -         -            -          -         -
                  1995   $70,074     -       -         -            -          -         -
                  1996   $75,079     -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The general and administrative expenses paid by the III-G Partnership  and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or  director of Geodyne or  its affiliates provides  full-time services to  the
     III-G Partnership and no  individual's salary or other compensation reimbursement from the
     III-G Partnership equals or exceeds $100,000 per annum.  
</TABLE>

                                               77
<PAGE>
<PAGE>
     During  1994 and 1995 El  Paso, an affiliate  of the Partnerships
until December 6, 1995,  purchased a portion of the  Partnerships' gas
at market prices and resold such gas at market prices directly to end-
users and local  distribution companies.   The table below  summarizes
the dollar amount of  gas sold by the Partnerships to  El Paso for the
years ended December 31, 1995 and 1994.  


        Partnership       1995        1994
        -----------    ----------  ----------

           III-A       $1,811,755  $2,523,522
           III-B          863,111   1,148,530
           III-C        1,325,188   1,994,570
           III-D          849,298   1,042,455
           III-E        2,128,723   2,131,890
           III-F          847,849   1,297,252
           III-G          446,378     672,645


After  December  6, 1995  the Partnerships'  gas  was marketed  by the
General  Partner  and its  affiliates,  who were  reimbursed  for such
activities  as general  and administrative  expenses.   See "Item  13.
Certain Relationships and Related Transactions."

     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.

     In  addition  to  the  compensation/reimbursements  noted  above,
during the three years  ended December 31, 1996, the  Samson Companies
were in the  business of  supplying field and  drilling equipment  and
services  to  affiliated and  unaffiliated  parties  in the  industry.
These  companies may have provided equipment and services for wells in
which the Partnerships have an interest.  These equipment and services
were 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.

                                  78
<PAGE>
<PAGE>
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 28, 1997 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                      25,500.0   ( 9.7%)

 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)             25,500.0    ( 9.7%)

III-B Partnership:
-----------------
 Samson Resources Company                      14,198.0    (10.3%)

 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)             14,198.0    (10.3%)

III-C Partnership:
-----------------
 Samson Resources Company                      27,069.0    (11.1%)

 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)             27,069.0    (11.1%)

III-D Partnership:
-----------------
 Samson Resources Company                      19,119.5    (14.6%)

 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)             19,119.5    (14.6%)

                                  79
<PAGE>
<PAGE>
III-E Partnership:
-----------------
 Samson Resources Company                      48,048.0    (11.5%)

 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)             48,048.0    (11.5%)

III-F Partnership:
-----------------
 Samson Resources Company                      28,125.0    (12.7%)

 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)             28,125.0    (12.7%)

III-G Partnership:
-----------------
 Samson Resources Company                      13,613.0    (11.2%)

 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)             13,613.0    (11.2%)


     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  of reports  required under Section  16 of  the
Securities Exchange Act of 1934.

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.  

                                  80
<PAGE>
<PAGE>
     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 the Samson Companies.  The Partnerships thus compete with
the Samson Companies (including other  currently sponsored oil and gas
partnerships)  for  the time  and resources  of  such personnel.   The
Samson Companies devote such  time and personnel to the  management of
the Partnerships as are indicated by the circumstances and as are con-
sistent with the General Partner's fiduciary duties.

     As a result of Samson Investment Company's ("Samson") acquisition
of the General Partner and its affiliates, Samson, PaineWebber and the
General Partner and certain of its affiliates entered into an advisory
agreement which  relates primarily  to the Partnerships.   PaineWebber
served  as the dealer manager of the  original offering of Units.  The
Advisory  Agreement  will  expire on  March  3,  1998.   The  Advisory
Agreement provides  that:  (i) Samson  and  the General  Partner  will
comply,  and will cause the Partnerships to comply, with provisions of
the Partnership Agreements  (including all restrictions, prohibitions,
and  other provisions  of such  agreements concerning  transactions in
which Samson or its affiliates purchase or sell properties from or to,
or  render services  to,  the  Partnerships  and  the  terms  of  such
agreements relating to farmouts of oil and gas properties), and Samson
will cause the General Partner to comply with all applicable fiduciary
duties; (ii)  Samson will review  periodically with  PaineWebber on  a
retrospective  basis the  general  operations and  performance of  the
Partnerships   and  the  terms  of   any  material  transaction  by  a
Partnership, including any transaction that involves  participation by
the Samson Companies; and (iii) Samson will review with PaineWebber on
a prospective basis, and  will allow PaineWebber to advise  Samson and
to  comment  on,  (A) any  General  Partner-initiated  amendment  to a
Partnership Agreement which requires a vote of the Limited Partners of
such Partnership and (B) any proposal initiated by the General Partner
or  any of its affiliates that would involve a reorganization, merger,
or consolidation of a Partnership, a sale of all or substantially all

                                  81
<PAGE>
<PAGE>
of the assets of a Partnership (including a roll-up or corporate stock
exchange), the  liquidation or dissolution  of a  Partnership, or  the
exchange  of  cash,  securities,  or  other  assets  for  all  or  any
outstanding Units.

     In addition, the Advisory Agreement provides, among other things,
that: (i) Samson will cause the General Partner to offer to repurchase
Units  at  a  price  to  be  calculated  in  accordance  with  certain
guidelines and to be paid in cash or a combination of cash and certain
securities, all subject to  certain limitations and restrictions; (ii)
Samson will  provide PaineWebber  certain information relating  to the
Partnerships  and the Limited  Partners; (iii) Samson  and the General
Partner  will maintain  an "800"  investor services  telephone number;
(iv) Samson and  the General  Partner will take  certain actions  with
respect  to  oil  and  gas  properties  held  by  nominees,  insurance
maintained by the Partnerships, approval as to transfers of  interests
in  the  Partnerships,  and   the  selection  of  independent  reserve
engineers; (v) Samson and the General Partner acknowledge the standing
of PaineWebber  to institute actions, subject  to certain limitations,
in  connection  with  the  Advisory  Agreement  on  behalf of  Limited
Partners;  and (vi)  if Samson  proposes  a consolidation,  merger, or
exchange offer involving any limited partnership managed by Samson, it
will propose to include all of the Partnerships in such transaction or
provide a statement to PaineWebber  as to the reasons why some  or all
of the Partnerships are not included in such transaction.

     Pursuant  to  the Advisory  Agreement,  the  General Partner  has
agreed to  reimburse PaineWebber for all  reasonable expenses incurred
by  it in  connection with  the matters  contemplated by  the Advisory
Agreement,  and Samson has agreed to indemnify PaineWebber and certain
related parties  from certain liabilities incurred  in connection with
the Advisory Agreement.

     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 the
Samson Companies, 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  the Samson  Companies.   On  the other  hand,
management believes  that the  Partnerships' negotiating  strength and
contractual  positions   have  been   enhanced  by  virtue   of  their
affiliation with the Samson  Companies.  For a description  of certain
other relationships  and related transactions see  "Item 11. Executive
Compensation."

                                  82
<PAGE>
<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, 1996 and  1995 and for each  of the
               three  years in the period  ended December 31, 1996 are
               filed as part of this report:

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

          (2)  Financial Statement Schedules:

               None.  

          (3)  Exhibits:  

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

                                  83
<PAGE>
<PAGE>
                    Partnership    Filing Date         File No.
                    -----------    -----------         --------

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

               4.2  Advisory Agreement dated as  of November 24,  1992
                    between  Samson,  PaineWebber, Geodyne  Resources,
                    Geodyne   Properties,  Inc.,   Geodyne  Production
                    Company,  and  Geodyne  Energy  Company  filed  as
                    Exhibit  28.3  to Registrant's  Current  Report on
                    Form  8-K  on  December  24, 1992  and  is  hereby
                    incorporated by reference.

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

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

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

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

                                  84
<PAGE>
<PAGE>
               4.7  Second  Amendment to Agreement of Limited Partner-
                    ship of Geodyne  Energy Income Limited Partnership
                    III-E,  filed  as  Exhibit  4.5   to  Registrant's
                    Current Report  on Form  8-K dated August  2, 1993
                    filed  with the  SEC  on August  10,  1993 and  is
                    hereby incorporated by reference.

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

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

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

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

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

                                  85
<PAGE>
<PAGE>
               4.13 Third  Amendment to  Agreement  of  Limited  Part-
                    nership   of   Geodyne   Energy   Income   Limited
                    Partnership  III-D,  filed  as  Exhibit   4.13  to
                    Registrant's Annual Report  on Form  10-K for  the
                    year ended December 31, 1995 filed with the SEC on
                    April  1,  1996  and  is  hereby  incorporated  by
                    reference.  

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

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

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

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

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

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

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

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

                                  86
<PAGE>
<PAGE>
          *    23.6 Consent   of   Ryder   Scott  Company,   Petroleum
                    Engineers  for  Geodyne   Energy  Income   Limited
                    Partnership III-F.

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

          *    27.1 Financial   Data   Schedule   containing   summary
                    financial information extracted  from the  Geodyne
                    Energy   Income    Limited   Partnership   III-A's
                    financial statements as of  December 31, 1996  and
                    for the year ended December 31, 1996.

          *    27.2 Financial   Data   Schedule   containing   summary
                    financial information extracted  from the  Geodyne
                    Energy   Income    Limited   Partnership   III-B's
                    financial statements as  of December 31, 1996  and
                    for the year ended December 31, 1996.

          *    27.3 Financial   Data   Schedule   containing   summary
                    financial information extracted  from the  Geodyne
                    Energy   Income    Limited   Partnership   III-C's
                    financial statements as  of December 31,  1996 and
                    for the year ended December 31, 1996.

          *    27.4 Financial   Data   Schedule   containing   summary
                    financial information extracted  from the  Geodyne
                    Energy   Income    Limited   Partnership   III-D's
                    financial statements  as of December 31,  1996 and
                    for the year ended December 31, 1996.

          *    27.5 Financial   Data   Schedule   containing   summary
                    financial information extracted  from the  Geodyne
                    Energy   Income    Limited   Partnership   III-E's
                    financial statements  as of December  31, 1996 and
                    for the year ended December 31, 1996.

          *    27.6 Financial   Data   Schedule   containing   summary
                    financial information extracted  from the  Geodyne
                    Energy   Income    Limited   Partnership   III-F's
                    financial statements  as of December 31,  1996 and
                    for the year ended December 31, 1996.

          *    27.7 Financial   Data   Schedule   containing   summary
                    financial information extracted  from the  Geodyne
                    Energy   Income    Limited   Partnership   III-G's
                    financial  statements as of  December 31, 1996 and
                    for the year ended December 31, 1996.

                                  87
<PAGE>
<PAGE>
                    All other Exhibits are omitted as inapplicable.

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

     (b)  Reports on Form 8-K for the fourth quarter of 1996:

          None.

                                  88
<PAGE>
<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

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 20, 1997

                              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          March 20, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 20, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 20, 1997
     -------------------
        Judy K. Fox

                                  89
<PAGE>
<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-B

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 20, 1997

                              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          March 20, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 20, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 20, 1997
     -------------------
        Judy K. Fox

                                  90
<PAGE>
<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-C

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 20, 1997

                              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          March 20, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 20, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 20, 1997
     -------------------
        Judy K. Fox

                                  91
<PAGE>
<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-D

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 20, 1997

                              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          March 20, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 20, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 20, 1997
     -------------------
        Judy K. Fox

                                92
<PAGE>
<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-E

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 20, 1997

                              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          March 20, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 20, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 20, 1997
     -------------------
        Judy K. Fox


                                  93
<PAGE>
<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-F

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 20, 1997

                              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          March 20, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 20, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 20, 1997
     -------------------
        Judy K. Fox

                                  94
<PAGE>
<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-G

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 20, 1997

                              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          March 20, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 20, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 20, 1997
     -------------------
        Judy K. Fox

                                  95
<PAGE>
<PAGE>
Item 8:  Financial Statements and Supplementary Data

                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A

     We have audited the  balance sheets of the Geodyne  Energy Income
Limited  Partnership III-A,  an  Oklahoma limited  partnership, as  of
December 31, 1996 and  1995 and the related statements  of operations,
changes in partners' capital  (deficit), and cash flows for  the years
ended December 31, 1996,  1995, and 1994.  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 in  accordance with  generally accepted
auditing  standards.  Those standards 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.   An  audit also  includes
assessing the  accounting principles  used  and significant  estimates
made  by management,  as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all  material respects, the  financial position of
the Geodyne Energy  Income Limited Partnership  III-A at December  31,
1996 and 1995 and the results of its operations and cash flows for the
years  ended December  31, 1996,  1995, and  1994, in  conformity with
generally accepted accounting principles.  

     As discussed in Note  1 to the financial statements,  the Geodyne
Energy  Income  Limited  Partnership   III-A  changed  its  policy  of
accounting for impairment of its oil and  gas properties on October 1,
1995.  




                                      COOPERS  &  LYBRAND L.L.P.


Tulsa, Oklahoma
March 18, 1997


                                 F-1
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                            Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------
                                         1996           1995
                                     -------------  -------------
CURRENT ASSETS:
  Cash and cash equivalents           $  610,116     $   560,906
  Accounts receivable:
    Oil and gas sales, including
      $349,181 due from
      related parties at 1995            680,167         639,787
                                       ---------      ----------
      Total current assets            $1,290,283     $ 1,200,693

NET OIL AND GAS PROPERTIES, 
  utilizing the successful
  efforts method                       5,360,656       6,874,396

DEFERRED CHARGE                          244,220         278,829
                                       ---------      ----------
                                      $6,895,159     $ 8,353,918
                                       =========      ==========

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

CURRENT LIABILITIES:
  Accounts payable                    $   50,726     $    90,496
  Gas imbalance payable                   76,797          43,854
                                       ---------      ----------

    Total current liabilities         $  127,523     $   134,350

ACCRUED LIABILITY                     $   80,396     $    87,624

PARTNERS' CAPITAL (DEFICIT):
  General Partner                    ($  198,911)   ($   143,923)
  Limited Partners, issued and
    outstanding, 263,976 Units         6,886,151       8,275,867
                                       ---------      ----------
      Total Partners' capital         $6,687,240     $ 8,131,944
                                       ---------      ----------
                                      $6,895,159     $ 8,353,918
                                       =========      ==========

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

                                 F-2
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                       Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994

                               1996         1995         1994
                           ------------ ------------  ----------
REVENUES:
  Oil and gas sales, 
    including $1,811,755
    and $2,523,522 of sales
    to related parties
    in 1995 and 1994        $3,634,004   $3,647,607    $5,044,736
  Interest and other
    income                      23,840       24,119        37,679
  Loss on sale of oil 
    and gas properties     (    84,561) (    22,260)  (     1,360)
                             ---------    ---------     ---------
                            $3,573,283   $3,649,466    $5,081,055

COSTS AND EXPENSES:
  Lease operating           $  644,998   $  846,401    $  782,886
  Production tax               254,075      282,695       373,299
  Depreciation, deple-
    tion, and amorti-
    zation of oil and
    gas properties           1,135,745    2,111,654     3,553,491
  Impairment provision            -       1,267,185          -
  General and 
    administrative             324,232      308,527       312,996
                             ---------    ---------     ---------
                            $2,359,050   $4,816,462    $5,022,672
                             ---------    ---------     ---------

NET INCOME (LOSS)           $1,214,233  ($1,166,996)   $   58,383
                             =========    =========     =========

GENERAL PARTNER - NET
  INCOME                    $  104,949   $   76,804    $  145,059
                             =========    =========     =========

LIMITED PARTNERS - NET
  INCOME (LOSS)             $1,109,284  ($1,243,800)  ($   86,676)
                             =========    =========     =========
NET INCOME (LOSS) per
  Unit                      $     4.20  ($     4.71)  ($      .33)
                             =========    =========     =========
UNITS OUTSTANDING              263,976      263,976       263,976
                             =========    =========     =========

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

                                 F-3
                                 
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
               Statements of Partners' Capital (Deficit)
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balance, Dec. 31, 1993    $15,726,343   ($ 38,786)   $15,687,557
  Net income (loss)      (     86,676)    145,059         58,383
  Cash distributions     (  3,960,000)  ( 218,000)  (  4,178,000)
                           ----------     -------     ----------

Balance, Dec. 31, 1994    $11,679,667   ($111,727)   $11,567,940
  Net income (loss)      (  1,243,800)     76,804   (  1,166,996)
  Cash distributions     (  2,160,000)  ( 109,000)  (  2,269,000)
                           ----------     -------     ----------

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

Balance, Dec. 31, 1996    $ 6,886,151   ($198,911)   $ 6,687,240
                           ==========     =======     ==========

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

                                 F-4

<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                       Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $1,214,233   ($1,166,996)   $   58,383
  Adjustments to reconcile
    net income (loss) to
    net cash provided by
    operating activities:
    Depreciation, deple-
      tion, and amortiza-
      tion of oil and gas
      properties                1,135,745     2,111,654     3,553,491
    Impairment provision             -        1,267,185          -
    Loss on sale of oil
      and gas properties           84,561        22,260         1,360
    (Increase) decrease in
      accounts receivable     (    40,380)  (    77,267)      329,719
    (Increase) decrease in 
      deferred charge              34,609   (    47,355)  (    87,278)
    Increase (decrease) in
      accounts payable        (    39,770)       10,063        10,389
    Increase (decrease) in 
      gas imbalance payable        32,943   (    14,727)  (   322,380)
    Increase (decrease) in 
      accrued liability       (     7,228)       25,434           987
                                ---------     ---------     ---------

  Net cash provided by
    operating activities       $2,414,713    $2,130,251    $3,544,671
                                ---------     ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($    4,548)  ($   36,695)  ($   29,172)
  Proceeds from sale of oil
    and gas properties            297,982        21,300         2,237
                                ---------     ---------     ---------

  Net cash provided (used) 
    by investing activities    $  293,434   ($   15,395)  ($   26,935)
                                ---------     ---------     ---------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($2,658,937)  ($2,269,000)  ($4,178,000)
                                ---------     ---------     ---------
  Net cash used by
    financing activities      ($2,658,937)  ($2,269,000)  ($4,178,000)
                                ---------     ---------     ---------
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS    $   49,210   ($  154,144)  ($  660,264)

                                 F-5

<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS 
  AT BEGINNING OF PERIOD          560,906       715,050     1,375,314
                                ---------     ---------     ---------
CASH AND CASH EQUIVALENTS 
  AT END OF PERIOD             $  610,116    $  560,906    $  715,050
                                =========     =========     =========


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

                                 F-6
                                  
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B

     We have audited the  balance sheets of the Geodyne  Energy Income
Limited  Partnership III-B,  an  Oklahoma limited  partnership, as  of
December 31, 1996 and  1995 and the related statements  of operations,
changes in partners' capital  (deficit), and cash flows for  the years
ended December 31, 1996,  1995, and 1994.  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 in  accordance with  generally accepted
auditing  standards.  Those standards 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.    An audit  also  includes
assessing  the accounting  principles  used and  significant estimates
made  by  management, as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our  opinion,  the  financial statements  referred  to  above
present fairly, in  all material respects,  the financial position  of
the Geodyne  Energy Income Limited  Partnership III-B at  December 31,
1996 and 1995 and the results of its operations and cash flows for the
years  ended December  31, 1996,  1995, and  1994, in  conformity with
generally accepted accounting principles.  

     As discussed in Note  1 to the financial statements,  the Geodyne
Energy  Income  Limited  Partnership   III-B  changed  its  policy  of
accounting for impairment  of its oil and gas properties on October 1,
1995.  




                              COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 18, 1997

                                 F-7
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                            Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------
                                         1996           1995
                                     -------------  -------------
CURRENT ASSETS:
  Cash and cash equivalents           $  376,603      $  311,585
  Accounts receivable:
    Oil and gas sales, including
      $169,725 due from
      related parties at 1995            396,970         373,676
                                       ---------       ---------
      Total current assets            $  773,573      $  685,261

NET OIL AND GAS PROPERTIES, 
  utilizing the successful
  efforts method                       2,854,520       3,648,394

DEFERRED CHARGE                          144,819         169,089
                                       ---------       ---------
                                      $3,772,912      $4,502,744
                                       =========       =========

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

CURRENT LIABILITIES:
  Accounts payable                    $   27,983      $   49,382
  Gas imbalance payable                   26,735           6,202
                                       ---------       ---------

    Total current liabilities         $   54,718      $   55,584

ACCRUED LIABILITY                     $   38,690      $   47,360

PARTNERS' CAPITAL (DEFICIT):
  General Partner                    ($   97,092)    ($   66,996)
  Limited Partners, issued and
    outstanding, 138,336 Units         3,776,596       4,466,796
                                       ---------       ---------
      Total Partners' capital         $3,679,504      $4,399,800
                                       ---------       ---------

                                      $3,772,912      $4,502,744
                                       =========       =========
                The accompanying notes are an integral
                  part of these financial statements.

                                 F-8
                                 
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                       Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994

                              1996         1995         1994
                          ------------ ------------  ----------
REVENUES:
  Oil and gas sales, 
    including $863,111 and
    $1,148,530 of sales
    to related parties
    in 1995 and 1994       $2,113,507   $2,063,107    $2,717,108
  Interest and other
    income                     12,611       12,778        20,089
  Loss on sale of oil
    and gas properties    (    47,201) (    11,295)  (       588)
                            ---------    ---------     ---------
                           $2,078,917   $2,064,590    $2,736,609

COSTS AND EXPENSES:
  Lease operating          $  345,352   $  457,146    $  419,322
  Production tax              152,139      160,328       197,367
  Depreciation, deple-
    tion, and amorti-
    zation of oil and
    gas properties            633,628    1,052,242     1,924,287
  Impairment provision           -         480,618          -
  General and 
    administrative            171,467      161,432       164,311
                            ---------    ---------     ---------
                           $1,302,586   $2,311,766    $2,705,287
                            ---------    ---------     ---------

NET INCOME (LOSS)          $  776,331  ($  247,176)   $   31,322
                            =========    =========     =========
GENERAL PARTNER - NET
  INCOME                   $   63,531   $   48,956    $   78,538
                            =========    =========     =========
LIMITED PARTNERS - NET
  INCOME (LOSS)            $  712,800  ($  296,132)  ($   47,216)
                            =========    =========     =========
NET INCOME (LOSS) per
  Unit                     $     5.15  ($     2.14)  ($      .34)
                            =========    =========     =========
UNITS OUTSTANDING             138,336      138,336       138,336
                            =========    =========     =========

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

                                 F-9
                                 
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
               Statements of Partners' Capital (Deficit)
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balance, Dec. 31, 1993    $8,210,144    ($ 16,490)   $8,193,654
  Net income (loss)      (    47,216)      78,538        31,322
  Cash distributions     ( 2,175,000)   ( 115,000)  ( 2,290,000)
                           ---------      -------     ---------

Balance, Dec. 31, 1994    $5,987,928    ($ 52,952)   $5,934,976
  Net income (loss)      (   296,132)      48,956   (   247,176)
  Cash distributions     ( 1,225,000)   (  63,000)  ( 1,288,000)
                           ---------      -------     ---------

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

Balance, Dec. 31, 1996    $3,776,596    ($ 97,092)   $3,679,504
                           =========      =======     =========

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

                                 F-10
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                       Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $  776,331   ($  247,176)   $   31,322
  Adjustments to reconcile
    net income (loss) to
    net cash provided by
    operating activities:
    Depreciation, deple-
      tion, and amortiza-
      tion of oil and gas
      properties                  633,628     1,052,242     1,924,287
    Impairment provision             -          480,618          -
    Loss on sale of oil
      and gas properties           47,201        11,295           588
    (Increase) decrease in
      accounts receivable     (    23,294)  (    67,977)      215,361
    (Increase) decrease in 
      deferred charge              24,270   (     8,674)  (    44,104)
    Increase (decrease) in
      accounts payable        (    21,399)        4,622         5,008
    Increase (decrease) in 
      gas imbalance payable        20,533   (     6,643)  (   211,856)
    Increase (decrease) in 
      accrued liability       (     8,670)       16,253   (       196)
                                ---------     ---------     ---------

  Net cash provided by
    operating activities       $1,448,600    $1,234,560    $1,920,410
                                ---------     ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($   21,881)  ($   48,179)  ($   16,478)
  Proceeds from sale of oil
    and gas properties            134,926         8,949           943
                                ---------     ---------     ---------

  Net cash provided (used) 
    by investing activities    $  113,045   ($   39,230)  ($   15,535)
                                ---------     ---------     ---------

CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($1,496,627)  ($1,288,000)  ($2,290,000)
                                ---------     ---------     ---------
  Net cash used by
    financing activities      ($1,496,627)  ($1,288,000)  ($2,290,000)
                                ---------     ---------     ---------
NET INCREASE (DECREASE) IN 
  CASH AND CASH EQUIVALENTS    $   65,018   ($   92,670)  ($  385,125)

                                 F-11
                                  
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS 
  AT BEGINNING OF PERIOD          311,585       404,255       789,380
                                ---------     ---------     ---------
CASH AND CASH EQUIVALENTS 
  AT END OF PERIOD             $  376,603    $  311,585    $  404,255
                                =========     =========     =========

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

                                 F-12
                                 
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C

     We have audited the  balance sheets of the Geodyne  Energy Income
Limited  Partnership III-C,  an  Oklahoma limited  partnership, as  of
December 31, 1996 and  1995 and the related statements  of operations,
changes in partners' capital  (deficit), and cash flows for  the years
ended December 31, 1996,  1995, and 1994.  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 in  accordance with  generally accepted
auditing  standards.  Those standards 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.    An audit  also  includes
assessing  the accounting  principles  used and  significant estimates
made  by  management, as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our  opinion,  the  financial statements  referred  to  above
present fairly, in  all material respects,  the financial position  of
the Geodyne  Energy Income Limited  Partnership III-C at  December 31,
1996 and 1995 and the results of its operations and cash flows for the
years  ended December  31, 1996,  1995, and  1994, in  conformity with
generally accepted accounting principles.  

     As discussed in Note  1 to the financial statements,  the Geodyne
Energy  Income  Limited  Partnership   III-C  changed  its  policy  of
accounting for impairment  of its oil and gas properties on October 1,
1995.  




                              COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 18, 1997


                                 F-13
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------

                                         1996           1995
                                     -------------  -------------
CURRENT ASSETS:
  Cash and cash equivalents           $  537,233      $  319,730
  Accounts receivable:
    General partner                       40,940            -
    Oil and gas sales, including
      $232,323 due from
      related parties at 1995            627,697         461,693
                                       ---------       ---------
      Total current assets            $1,205,870      $  781,423

NET OIL AND GAS PROPERTIES, 
  utilizing the successful
  efforts method                       5,727,898       6,723,292

DEFERRED CHARGE                           76,014          67,846
                                       ---------       ---------
                                      $7,009,782      $7,572,561
                                       =========       =========

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

CURRENT LIABILITIES:
  Accounts payable                    $   57,357      $   84,760
  Gas imbalance payable                   30,749          22,554
                                       ---------       ---------

    Total current liabilities         $   88,106      $  107,314

ACCRUED LIABILITY                     $  141,394      $  139,809

PARTNERS' CAPITAL (DEFICIT):
  General Partner                    ($  143,741)    ($  125,913)
  Limited Partners, issued and
    outstanding, 244,536 Units         6,924,023       7,451,351
                                       ---------       ---------
      Total Partners' capital         $6,780,282      $7,325,438
                                       ---------       ---------
                                      $7,009,782      $7,572,561
                                       =========       =========

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

                                 F-14
                                 
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                       Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994

                               1996         1995         1994
                           ------------ ------------ ------------
REVENUES:
  Oil and gas sales, 
    including $1,325,188 and
    $1,994,570 of sales 
    to related parties
    in 1995 and 1994        $3,259,615   $2,760,488   $3,229,521
  Interest and other
    income                      16,964       15,965       20,912
  Gain (loss) on sale of
    oil and gas properties      79,865  (    11,907)       1,238
                             ---------    ---------    ---------
                            $3,356,444   $2,764,546   $3,251,671
COSTS AND EXPENSES:
  Lease operating           $  544,593   $  626,774   $  729,751
  Production tax               236,522      192,809      238,852
  Depreciation, deple-
    tion, and amorti-
    zation of oil and
    gas properties             930,015    1,587,281    2,821,028
  Impairment provision            -       1,338,693    1,232,000
  General and 
    administrative             293,709      287,615      291,741
                             ---------    ---------    ---------
                            $2,004,839   $4,033,172   $5,313,372
                             ---------    ---------    ---------
NET INCOME (LOSS)           $1,351,605  ($1,268,626) ($2,061,701)
                             =========    =========    =========
GENERAL PARTNER - NET
  INCOME                    $  103,933   $   53,608   $   59,036
                             =========    =========    =========

LIMITED PARTNERS - NET
  INCOME (LOSS)             $1,247,672  ($1,322,234) ($2,120,737)
                             =========    =========    =========

NET INCOME (LOSS) 
  per Unit                  $     5.10  ($     5.41) ($     8.67)
                             =========    =========    =========

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

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

                                 F-15
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
               Statements of Partners' Capital (Deficit)
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balance, Dec. 31, 1993    $14,629,322   ($ 41,557)   $14,587,765
  Net income (loss)      (  2,120,737)     59,036   (  2,061,701)
  Cash distributions     (  2,325,000)  ( 125,000)  (  2,450,000)
                           ----------     -------     ----------

Balance, Dec. 31, 1994    $10,183,585   ($107,521)   $10,076,064
  Net income (loss)      (  1,322,234)     53,608   (  1,268,626)
  Cash distributions     (  1,410,000)  (  72,000)  (  1,482,000)
                           ----------     -------     ----------

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

Balance, Dec. 31, 1996    $ 6,924,023   ($143,741)   $ 6,780,282
                           ==========     =======     ==========

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

                                 F-16
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                       Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $1,351,605   ($1,268,626)  ($2,061,701)
  Adjustments to reconcile
    net income (loss) to net 
    cash provided by operating
    activities:
    Depreciation, deple-
      tion, and amortiza-
      tion of oil and gas
      properties                  930,015     1,587,281     2,821,028
    Impairment provision             -        1,338,693     1,232,000
    (Gain) loss on sale of
      oil and gas properties  (    79,865)       11,907   (     1,238)
    Increase in accounts
      receivable - General
      Partner                 (    40,940)         -             -
    (Increase) decrease in
      accounts receivable     (   166,004)      184,610   (    12,438)
    Increase in deferred
      charge                  (     8,168)  (     1,057)  (    19,104)
    Increase (decrease) in
      accounts payable        (    27,403)       11,239   (    25,828)
    Increase (decrease) in 
      gas imbalance payable         8,195   (   152,960)  (    26,862)
    Increase (decrease) in
      accrued liability             1,585   (    35,004)       21,188 
                                ---------     ---------     ---------
  Net cash provided by
    operating activities       $1,969,020    $1,676,083    $1,927,045
                                ---------     ---------     ---------
CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($   24,068)  ($   98,870)  ($  103,486)
  Proceeds from sale of oil
    and gas properties            169,312         7,952         4,244
                                ---------     ---------     ---------
  Net cash provided (used) 
    by investing activities    $  145,244   ($   90,918)  ($   99,242)
                                ---------     ---------     ---------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($1,896,761)  ($1,482,000)  ($2,450,000)
                                ---------     ---------     ---------
  Net cash used by
    financing activities      ($1,896,761)  ($1,482,000)  ($2,450,000)
                                ---------     ---------     ---------
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS    $  217,503    $  103,165   ($  622,197)

                                 F-17
                                 
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS 
  AT BEGINNING OF PERIOD          319,730       216,565       838,762
                                ---------     ---------     ---------
CASH AND CASH EQUIVALENTS 
  AT END OF PERIOD             $  537,233    $  319,730    $  216,565
                                =========     =========     =========

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

                                 F-18
                                  
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D

     We have audited the  balance sheets of the Geodyne  Energy Income
Limited  Partnership III-D,  an  Oklahoma limited  partnership, as  of
December 31, 1996 and  1995 and the related statements  of operations,
changes in partners' capital  (deficit), and cash flows for  the years
ended December 31, 1996,  1995, and 1994.  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 in  accordance with  generally accepted
auditing  standards.  Those standards 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.    An audit  also  includes
assessing  the accounting  principles  used and  significant estimates
made  by  management, as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our  opinion,  the  financial statements  referred  to  above
present fairly, in  all material respects,  the financial position  of
the Geodyne  Energy Income Limited  Partnership III-D at  December 31,
1996 and 1995 and the results of its operations and cash flows for the
years  ended December  31, 1996,  1995, and  1994, in  conformity with
generally accepted accounting principles.  

     As discussed in Note  1 to the financial statements,  the Geodyne
Energy  Income  Limited  Partnership   III-D  changed  its  policy  of
accounting for impairment  of its oil and gas properties on October 1,
1995.  




                              COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 18, 1997
                                 F-19
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------

                                         1996           1995
                                     -------------  -------------
CURRENT ASSETS:
  Cash and cash equivalents           $  319,245      $  169,395
  Accounts receivable:
    Oil and gas sales, including
      $186,231 due from
      related parties at 1995            425,312         365,008
                                       ---------       ---------
      Total current assets            $  744,557      $  534,403

NET OIL AND GAS PROPERTIES, 
  utilizing the successful
  efforts method                       3,470,494       3,887,916

DEFERRED CHARGE                           26,139          41,578
                                       ---------       ---------
                                      $4,241,190      $4,463,897
                                       =========       =========

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

CURRENT LIABILITIES:
  Accounts payable                    $  112,221      $   67,198
  Gas imbalance payable                    5,694           9,437
                                       ---------       ---------

    Total current liabilities         $  117,915      $   76,635

ACCRUED LIABILITY                     $  220,286      $  174,533

PARTNERS' CAPITAL (DEFICIT):
  General Partner                    ($   50,214)    ($   36,176)
  Limited Partners, issued and
    outstanding, 131,008 Units         3,953,203       4,248,905
                                       ---------       ---------
      Total Partners' capital         $3,902,989      $4,212,729
                                       ---------       ---------
                                      $4,241,190      $4,463,897
                                       =========       =========

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

                                 F-20
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                       Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994

                               1996         1995         1994
                           ------------ ------------ ------------
REVENUES:
  Oil and gas sales, 
    including $849,298 and
    $1,042,455 of sales 
    to related parties
    in 1995 and 1994        $2,336,708   $2,087,482   $2,017,361
  Interest and other
    income                       9,848        9,501       11,794
  Gain (loss) on sale of
    oil and gas properties      37,737        1,582  (       123)
                             ---------    ---------    ---------
                            $2,384,293   $2,098,565   $2,029,032
COSTS AND EXPENSES:
  Lease operating           $  763,477   $  604,541   $  866,473
  Production tax               165,193      139,205      144,237
  Depreciation, deple-
    tion, and amorti-
    zation of oil and
    gas properties             441,513      888,974    1,428,954
  Impairment provision            -         495,810    1,986,000
  General and 
    administrative             158,883      158,547      157,809
                             ---------    ---------    ---------
                            $1,529,066   $2,287,077   $4,583,473
                             ---------    ---------    ---------
NET INCOME (LOSS)           $  855,227  ($  188,512) ($2,554,441)
                             =========    =========    =========
GENERAL PARTNER - NET
  INCOME                    $   59,929   $   45,966   $    8,876
                             =========    =========    =========

LIMITED PARTNERS - NET
  INCOME (LOSS)             $  795,298  ($  234,478) ($2,563,317)
                             =========    =========    =========

NET INCOME (LOSS) 
  per Unit                  $     6.07  ($     1.79) ($    19.57)
                             =========    =========    =========

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

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

                                 F-21
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
               Statements of Partners' Capital (Deficit)
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balance, Dec. 31, 1993     $8,946,700    $10,982     $8,957,682
  Net income (loss)       ( 2,563,317)     8,876    ( 2,554,441)
  Cash distributions      ( 1,075,000)  ( 59,000)   ( 1,134,000)
                           ----------     ------      ---------

Balance, Dec. 31, 1994     $5,308,383   ($39,142)    $5,269,241
  Net income (loss)       (   234,478)    45,966    (   188,512)
  Cash distributions      (   825,000)  ( 43,000)   (   868,000)
                           ----------     ------      ---------

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


Balance, Dec. 31, 1996     $3,953,203   ($50,214)    $3,902,989
                            =========     ======      =========

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

                                 F-22
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                       Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $  855,227   ($  188,512)  ($2,554,441)
  Adjustments to reconcile
    net income (loss) to net 
    cash provided by 
    operating activities:
    Depreciation, deple-
      tion, and amortiza-
      tion of oil and gas
      properties                  441,513       888,974     1,428,954
    Impairment provision             -          495,810     1,986,000
    (Gain) loss on sale of
      oil and gas proper-
      ties                    (    37,737)  (     1,582)          123 
    (Increase) decrease in
      accounts receivable     (    60,304)  (    69,652)       95,392 
    (Increase) decrease in 
      deferred charge              15,439   (    11,483)  (    13,379)
    Increase (decrease) in
      accounts payable             45,023   (    28,434)  (    14,535)
    Decrease in gas imbalance
      payable                 (     3,743)  (   116,398)  (    25,865)
    Increase (decrease) in
      accrued liability            45,753   (   122,546)       77,260 
                                ---------     ---------     ---------
  Net cash provided by
    operating activities       $1,301,171    $  846,177    $  979,509
                                ---------     ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($   24,953)  ($   26,512)  ($   36,474)
  Proceeds from sale of oil
    and gas properties             38,599         1,831           108
                                ---------     ---------     ---------

  Net cash provided (used) 
    by investing activities    $   13,646   ($   24,681)  ($   36,366)
                                ---------     ---------     ---------

CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($1,164,967)  ($  868,000)  ($1,134,000)
                                ---------     ---------     ---------
  Net cash used by
    financing activities      ($1,164,967)  ($  868,000)  ($1,134,000)
                                ---------     ---------     ---------
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS    $  149,850   ($   46,504)  ($  190,857)

                                 F-23
                                  
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS 
  AT BEGINNING OF PERIOD          169,395       215,899       406,756
                                ---------     ---------     ---------
CASH AND CASH EQUIVALENTS 
  AT END OF PERIOD             $  319,245    $  169,395    $  215,899
                                =========     =========     =========


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

                                 F-24
                                  
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E

     We have audited the  balance sheets of the Geodyne  Energy Income
Limited  Partnership III-E,  an  Oklahoma limited  partnership, as  of
December 31, 1996 and  1995 and the related statements  of operations,
changes in partners' capital  (deficit), and cash flows for  the years
ended December 31, 1996,  1995, and 1994.  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 in  accordance with  generally accepted
auditing  standards.  Those standards 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.    An audit  also  includes
assessing  the accounting  principles  used and  significant estimates
made  by  management, as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our  opinion,  the  financial statements  referred  to  above
present fairly, in  all material respects,  the financial position  of
the Geodyne  Energy Income Limited  Partnership III-E at  December 31,
1996 and 1995 and the results of its operations and cash flows for the
years  ended December  31, 1996,  1995, and  1994, in  conformity with
generally accepted accounting principles.  

     As discussed in Note  1 to the financial statements,  the Geodyne
Energy  Income  Limited  Partnership   III-E  changed  its  policy  of
accounting for impairment  of its oil and gas properties on October 1,
1995.  




                              COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 18, 1997
                                 F-25
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                            Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------

                                         1996           1995
                                     -------------  -------------
CURRENT ASSETS:
  Cash and cash equivalents           $ 1,243,143    $   665,050
  Accounts receivable:
    Oil and gas sales, including
      $574,916 due from
      related parties at 1995           1,554,748      1,574,465
                                       ----------     ----------
      Total current assets            $ 2,797,891    $ 2,239,515

NET OIL AND GAS PROPERTIES, 
  utilizing the successful
  efforts method                       12,822,109     14,521,982

DEFERRED CHARGE                           298,358        351,769
                                       ----------     ----------
                                      $15,918,358    $17,113,266
                                       ==========     ==========

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

CURRENT LIABILITIES:
  Accounts payable                    $   623,087    $   388,772
  Gas imbalance payable                   156,497        120,272
                                       ----------     ----------
    Total current liabilities         $   779,584    $   509,044

ACCRUED LIABILITY                     $   355,235    $   412,184

PARTNERS' CAPITAL (DEFICIT):
  General Partner                    ($   187,947)  ($   127,750)
  Limited Partners, issued and
    outstanding, 418,266 Units         14,971,486     16,319,788
                                       ----------     ----------
      Total Partners' capital         $14,783,539    $16,192,038
                                       ----------     ----------
                                      $15,918,358    $17,113,266
                                       ==========     ==========

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

                                 F-26
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                       Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994

                             1996         1995          1994
                         ------------ ------------- -------------
REVENUES:
  Oil and gas sales, 
    including $2,128,723 and
    $2,131,890 of sales
    to related parties
    in 1995 and 1994      $9,030,115   $8,676,047    $ 9,466,013
  Interest and other
    income                    36,750       23,852         36,097
  Gain (loss) on sale of 
    oil and gas 
    properties                58,579       24,387   (    124,840)
                           ---------    ---------     ----------
                          $9,125,444   $8,724,286    $ 9,377,270

COSTS AND EXPENSES:
  Lease operating         $3,785,813   $4,141,427    $ 4,624,062
  Production tax             632,451      614,141        649,155
  Depreciation, deple-
    tion, and amorti-
    zation of oil and
    gas properties         1,737,844    3,448,296      3,703,170
  Impairment provision          -         210,152      1,573,000
  General and 
    administrative           502,626      512,981        557,137
                           ---------    ---------     ----------
                          $6,658,734   $8,926,997    $11,106,524
                           ---------    ---------     ----------
NET INCOME (LOSS)         $2,466,710  ($  202,711)  ($ 1,729,254)
                           =========    =========     ==========
GENERAL PARTNER - NET
  INCOME                  $  191,012   $  136,202    $   124,584
                           =========    =========     ==========
LIMITED PARTNERS - NET
  INCOME (LOSS)           $2,275,698  ($  338,913)  ($ 1,853,838)
                           =========    =========     ==========

NET INCOME (LOSS)
  per Unit                $     5.44  ($      .81)  ($      4.43)
                           =========    =========     ==========

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

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

                                 F-27
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
               Statements of Partners' Capital (Deficit)
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balance, Dec. 31, 1993    $25,387,539   ($ 37,536)   $25,350,003
  Net income (loss)      (  1,853,838)    124,584   (  1,729,254)
  Cash distributions     (  4,185,000)  ( 212,000)  (  4,397,000)
                           ----------     -------     ----------

Balance, Dec. 31, 1994    $19,348,701   ($124,952)   $19,223,749
  Net income (loss)      (    338,913)    136,202   (    202,711)
  Cash distributions     (  2,690,000)  ( 139,000)  (  2,829,000)
                           ----------     -------     ----------

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

Balance, Dec. 31, 1996    $14,971,486   ($187,947)   $14,783,539
                           ==========     =======     ==========

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

                                 F-28
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                       Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $2,466,710   ($  202,711)  ($1,729,254)
  Adjustments to reconcile
    net income (loss) to net 
    cash provided by operating
    activities:
    Depreciation, deple-
      tion, and amortiza-
      tion of oil and gas
      properties                1,737,844     3,448,296     3,703,170
    Impairment provision             -          210,152     1,573,000
    (Gain) loss on sale of
      oil and gas proper-
      ties                    (    58,579)  (    24,387)      124,840
    (Increase) decrease in
      accounts receivable          19,717   (   303,759)      760,731
    (Increase) decrease in
      deferred charge              53,411        21,045   (   146,930)
    Increase (decrease) in
      accounts payable            234,315   (   469,229)      332,457 
    Increase (decrease) in
      gas imbalance payable        36,225        25,001   (    35,900)
    Increase (decrease) in
      accrued liability       (    56,949)  (    77,132)      137,032 
                                ---------     ---------     ---------

  Net cash provided by
    operating activities       $4,432,694    $2,627,276    $4,719,146
                                ---------     ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($   37,987)  ($  339,148)  ($  342,965)
  Proceeds from sale of oil
    and gas properties             58,595        41,433           172
                                ---------     ---------     ---------
  Net cash provided (used) 
    by investing activities    $   20,608   ($  297,715)  ($  342,793)
                                ---------     ---------     ---------

CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($3,875,209)  ($2,829,000)  ($4,397,000)
                                ---------     ---------     ---------
  Net cash used by
    financing activities      ($3,875,209)  ($2,829,000)  ($4,397,000)
                                ---------     ---------     ---------
NET INCREASE (DECREASE) IN 
  CASH AND CASH EQUIVALENTS    $  578,093   ($  499,439)  ($   20,647)


                                 F-29
                                 
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS 
  AT BEGINNING OF PERIOD          665,050     1,164,489     1,185,136
                                ---------     ---------     ---------
CASH AND CASH EQUIVALENTS 
  AT END OF PERIOD             $1,243,143    $  665,050    $1,164,489
                                =========     =========     =========

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

                                 F-30

<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F

     We have audited the  balance sheets of the Geodyne  Energy Income
Limited  Partnership III-F,  an  Oklahoma limited  partnership, as  of
December 31, 1996 and  1995 and the related statements  of operations,
changes in partners' capital  (deficit), and cash flows for  the years
ended December 31, 1996,  1995, and 1994.  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 in  accordance with  generally accepted
auditing  standards.  Those standards 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.    An audit  also  includes
assessing  the accounting  principles  used and  significant estimates
made  by  management, as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our  opinion,  the  financial statements  referred  to  above
present fairly, in  all material respects,  the financial position  of
the Geodyne  Energy Income Limited  Partnership III-F at  December 31,
1996 and 1995 and the results of its operations and cash flows for the
years  ended December  31, 1996,  1995, and  1994, in  conformity with
generally accepted accounting principles.  

     As discussed in Note  1 to the financial statements,  the Geodyne
Energy  Income  Limited  Partnership   III-F  changed  its  policy  of
accounting for impairment  of its oil and gas properties on October 1,
1995.  




                              COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 18, 1997

                                 F-31
                                 
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                            Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------
                                         1996           1995
                                     -------------  -------------
CURRENT ASSETS:
  Cash and cash equivalents           $  504,658      $  324,616
  Accounts receivable:
    Oil and gas sales, including
      $131,943 due from
      related parties at 1995            661,215         413,249
                                       ---------       ---------
      Total current assets            $1,165,873      $  737,865

NET OIL AND GAS PROPERTIES, 
  utilizing the successful
  efforts method                       7,307,487       8,463,035

DEFERRED CHARGE                          159,453         237,269
                                       ---------       ---------
                                      $8,632,813      $9,438,169
                                       =========       =========

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

CURRENT LIABILITIES:
  Accounts payable                    $  168,316      $  163,289
  Gas imbalance payable                  109,044          97,233
                                       ---------       ---------

    Total current liabilities         $  277,360      $  260,522

ACCRUED LIABILITY                     $  142,686      $  261,411

PARTNERS' CAPITAL (DEFICIT):
  General Partner                    ($   97,523)    ($   70,576)
  Limited Partners, issued and
    outstanding, 221,484 Units         8,310,290       8,986,812
                                       ---------       ---------
      Total Partners' capital         $8,212,767      $8,916,236
                                       ---------       ---------

                                      $8,632,813      $9,438,169
                                       =========       =========

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

                                 F-32
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                       Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994

                             1996         1995          1994
                         ------------ ------------- -------------
REVENUES:
  Oil and gas sales, 
    including $847,849 and
    $1,297,252 of sales 
    to related parties
    in 1995 and 1994      $3,094,738   $2,697,816    $ 3,517,877
  Interest and other
    income                    14,160        5,456         15,165
  Gain (loss) on sale of
    oil and gas
    properties                81,481       45,550   (    109,467)
                           ---------    ---------     ----------
                          $3,190,379   $2,748,822    $ 3,423,575

COSTS AND EXPENSES:
  Lease operating         $1,075,305   $1,315,378    $ 1,599,364
  Production tax             162,302      156,692        215,243
  Depreciation, deple-
    tion, and amorti-
    zation of oil and
    gas properties         1,130,451    1,509,514      2,383,233
  Impairment provision          -         998,811           -
  General and 
    administrative           266,544      264,360        305,309
                           ---------    ---------     ----------
                          $2,634,602   $4,244,755    $ 4,503,149
                           ---------    ---------     ----------
NET INCOME (LOSS)         $  555,777  ($1,495,933)  ($ 1,079,574)
                           =========    =========     ==========
GENERAL PARTNER - NET
  INCOME                  $   72,299   $   25,536    $    41,351
                           =========    =========     ==========
LIMITED PARTNERS - NET
  INCOME (LOSS)           $  483,478  ($1,521,469)  ($ 1,120,925)
                           =========    =========     ==========

NET INCOME (LOSS)
  per Unit                $     2.18  ($     6.87)  ($      5.06)
                           =========    =========     ==========

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

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

                                 F-33
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
               Statements of Partners' Capital (Deficit)
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balance, Dec. 31, 1993    $13,984,206    ($20,163)   $13,964,043
  Net income (loss)      (  1,120,925)     41,351   (  1,079,574)
  Cash distributions     (  1,900,000)   ( 94,000)  (  1,994,000)
                           ----------      ------     ----------

Balance, Dec. 31, 1994    $10,963,281    ($72,812)   $10,890,469
  Net income (loss)      (  1,521,469)     25,536   (  1,495,933)
  Cash distributions     (    455,000)   ( 23,300)  (    478,300)
                           ----------      ------     ----------

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


Balance, Dec. 31, 1996    $ 8,310,290    ($97,523)   $ 8,212,767
                           ==========      ======     ==========

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

                                 F-34
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                       Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $  555,777   ($1,495,933)  ($1,079,574)
  Adjustments to reconcile
    net income (loss) to net
    cash provided by operating
    activities:
    Depreciation, deple-
      tion, and amortiza-
      tion of oil and gas
      properties                1,130,451     1,509,514     2,383,233
    Impairment provision             -          998,811          -
    (Gain) loss on sale of
      oil and gas properties  (    81,481)  (    45,550)      109,467 
    (Increase) decrease in
      accounts receivable     (   247,966)       47,205       453,517 
    (Increase) decrease in 
      deferred charge              77,816   (    22,173)  (    90,499)
    Increase (decrease) in
      accounts payable              5,027   (   182,836)      220,665 
    Increase in gas imbalance
      payable                      11,811        22,377        19,891 
    Increase (decrease) in
      accrued liability       (   118,725)  (    26,356)       74,523 
                                ---------     ---------     ---------

  Net cash provided by
    operating activities       $1,332,710    $  805,059    $2,091,223
                                ---------     ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($   12,107)  ($  363,847)  ($  333,934)
  Proceeds from sale of oil
    and gas properties            118,685        59,533           203
                                ---------     ---------     ---------

  Net cash provided (used)
    by investing activities    $  106,578   ($  304,314)  ($  333,731)
                                ---------     ---------     ---------

CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($1,259,246)  ($  478,300)  ($1,994,000)
                                ---------     ---------     ---------
  Net cash used by
    financing activities      ($1,259,246)  ($  478,300)  ($1,994,000)
                                ---------     ---------     ---------
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS    $  180,042    $   22,445   ($  236,508)

                                 F-35
                                  
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS 
  AT BEGINNING OF PERIOD          324,616       302,171       538,679
                                ---------     ---------     ---------
CASH AND CASH EQUIVALENTS 
  AT END OF PERIOD             $  504,658    $  324,616    $  302,171
                                =========     =========     =========

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

                                 F-36
                                  
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G

     We have audited the  balance sheets of the Geodyne  Energy Income
Limited  Partnership III-G,  an  Oklahoma limited  partnership, as  of
December 31, 1996 and  1995 and the related statements  of operations,
changes in partners' capital  (deficit), and cash flows for  the years
ended December 31, 1996,  1995, and 1994.  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 in  accordance with  generally accepted
auditing  standards.  Those standards 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.    An audit  also  includes
assessing  the accounting  principles  used and  significant estimates
made  by  management, as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our  opinion,  the  financial statements  referred  to  above
present fairly, in  all material respects,  the financial position  of
the Geodyne  Energy Income Limited  Partnership III-G at  December 31,
1996 and 1995 and the results of its operations and cash flows for the
years  ended December  31, 1996,  1995, and  1994, in  conformity with
generally accepted accounting principles.  

     As discussed in Note  1 to the financial statements,  the Geodyne
Energy  Income  Limited  Partnership   III-G  changed  its  policy  of
accounting for impairment  of its oil and gas properties on October 1,
1995.  




                              COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 18, 1997

                                 F-37
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                            Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------
                                         1996           1995
                                     -------------  -------------
CURRENT ASSETS:
  Cash and cash equivalents           $  315,955      $  188,474
  Accounts receivable:
    Oil and gas sales, including
      $69,792 due from
      related parties at 1995            408,115         258,324
                                       ---------       ---------
      Total current assets            $  724,070      $  446,798

NET OIL AND GAS PROPERTIES, 
  utilizing the successful
  efforts method                       4,150,885       4,820,243

DEFERRED CHARGE                          102,775         148,234
                                       ---------       ---------
                                      $4,977,730      $5,415,275
                                       =========       =========

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

CURRENT LIABILITIES:
  Accounts payable                    $   99,540      $   99,578
  Gas imbalance payable                   54,219          48,600
                                       ---------       ---------

    Total current liabilities         $  153,759      $  148,178

ACCRUED LIABILITY                     $   86,853      $  157,334

PARTNERS' CAPITAL (DEFICIT):
  General Partner                    ($   58,669)    ($   26,964)
  Limited Partners, issued and
    outstanding, 121,925 Units         4,795,787       5,136,727
                                       ---------       ---------
      Total Partners' capital         $4,737,118      $5,109,763
                                       ---------       ---------

                                      $4,977,730      $5,415,275
                                       =========       =========

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

                                 F-38
                                  
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                       Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994

                             1996         1995          1994
                         ------------ ------------  -------------
REVENUES:
  Oil and gas sales, 
    including $446,378 and
    $672,645 of sales
    to related parties
    in 1995 and 1994       $1,962,555  $1,694,847     $2,137,843
  Interest and other
    income                      8,144       3,666          7,362
  Gain (loss) on sale of
    oil and gas
    properties                 61,146      29,096    (    54,482)
                            ---------   ---------      ---------
                           $2,031,845  $1,727,609     $2,090,723

COSTS AND EXPENSES:
  Lease operating          $  703,303  $  843,215     $  980,797
  Production tax              101,107      94,774        128,453
  Depreciation, deple-
    tion, and amorti-
    zation of oil and
    gas properties            653,459     974,725      1,359,088
  Impairment provision           -        677,010           -
  General and 
    administrative            146,827     146,505        167,992
                            ---------   ---------      ---------
                           $1,604,696  $2,736,229     $2,636,330
                            ---------   ---------      ---------
NET INCOME (LOSS)          $  427,149 ($1,008,620)   ($  545,607)
                            =========   =========      =========
GENERAL PARTNER - NET
  INCOME                   $   47,089  $   15,638     $   27,083
                            =========   =========      =========
LIMITED PARTNERS - NET
  INCOME (LOSS)            $  380,060 ($1,024,258)   ($  572,690)
                            =========   =========      =========

NET INCOME (LOSS)
  per Unit                 $     3.12 ($     8.40)   ($     4.70)
                            =========   =========      =========

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

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

                                 F-39
                                 
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
               Statements of Partners' Capital (Deficit)
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balance, Dec. 31, 1993    $8,078,675    ($ 5,685)    $8,072,990
  Net income (loss)      (   572,690)     27,083    (   545,607)
  Cash distributions     ( 1,020,000)   ( 47,500)   ( 1,067,500)
                           ---------      ------      ---------

Balance, Dec. 31, 1994    $6,485,985    ($26,102)    $6,459,883
  Net income (loss)      ( 1,024,258)     15,638    ( 1,008,620)
  Cash distributions     (   325,000)   ( 16,500)   (   341,500)
                           ---------      ------      ---------

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

Balance, Dec. 31, 1996    $4,795,787    ($58,669)    $4,737,118
                           =========      ======      =========

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

                                 F-40
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                       Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $427,149     ($1,008,620)  ($  545,607)
  Adjustments to reconcile
    net income (loss) to net
    cash provided by operating
    activities:
    Depreciation, deple-
      tion, and amortiza-
      tion of oil and gas
      properties                653,459         974,725     1,359,088
    Impairment provision           -            677,010          -
    (Gain) loss on sale of
      oil and gas properties  (  61,146)    (    29,096)       54,482 
    (Increase) decrease in
      accounts receivable     ( 149,791)         37,429       215,384 
    (Increase) decrease in 
      deferred charge            45,459     (    21,476)  (    54,866)
    Increase (decrease) in
      accounts payable        (      38)    (    96,281)      109,922 
    Increase in gas imbalance
      payable                     5,619          11,132        10,015 
    Increase (decrease) in
      accrued liability       (  70,481)    (     7,007)       44,758 
                                -------       ---------     ---------

  Net cash provided by
    operating activities       $850,230      $  537,816    $1,193,176
                                -------       ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($ 19,668)    ($  203,544)  ($  196,483)
  Proceeds from sale of oil
    and gas properties           96,713          37,861         2,786
                                -------       ---------     ---------

  Net cash provided (used)
    by investing activities    $ 77,045     ($  165,683)  ($  193,697)
                                -------       ---------     ---------

CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($799,794)    ($  341,500)  ($1,067,500)
                                -------       ---------     ---------
  Net cash used by
    financing activities      ($799,794)    ($  341,500)  ($1,067,500)
                                -------       ---------     ---------
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS    $127,481      $   30,633   ($   68,021)


                                 F-41
                                 
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS 
  AT BEGINNING OF PERIOD        188,474         157,841       225,862
                                -------       ---------     ---------
CASH AND CASH EQUIVALENTS 
  AT END OF PERIOD             $315,955      $  188,474    $  157,841
                                =======       =========     =========

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

                                 F-42
                                  
<PAGE>
<PAGE>
        GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                     Notes to Financial Statements
         For the Years Ended December 31, 1996, 1995, and 1994


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Nature of Operations

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


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

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


     An  affiliate of the General Partner owned the following Units at
December 31, 1996:  

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

               III-A         25,500.0        9.7%
               III-B         14,198.0       10.3%
               III-C         27,019.0       11.1%
               III-D         19,119.5       14.6%
               III-E         47,868.0       11.4%
               III-F         27,925.0       12.6%
               III-G         13,563.0       11.1%

                                 F-43
                                 
<PAGE>
<PAGE>
     The Partnerships' sole business is the development and production
of oil and gas.   Substantially all of the  Partnerships' gas reserves
are  being sold regionally  in the "spot  market."  Due  to the highly
competitive nature of  the spot market, prices on the  spot market are
subject  to  wide seasonal  and  regional  pricing fluctuations.    In
addition,  such spot market sales  are generally short  term in nature
and  are  dependent  upon  the obtaining  of  transportation  services
provided by pipelines.   

     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:


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

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

----------
                                 F-44
                                  
<PAGE>
<PAGE>
(1)  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.


     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.  Subsequent to  year-end, all oil and gas  sales accrued as
of December 31, 1996 have been collected.  


     Receivable from General Partner

     The  receivable from the General Partner at December 31, 1996 for
the III-C Partnership represents proceeds due to the III-C Partnership
for the  sale of oil and  gas properties.  Subsequent  to December 31,
1996 such receivable was collected by the III-C Partnership.

                                 F-45
                                  
<PAGE>
<PAGE>
     Oil and Gas Properties

     The  Partnerships  follow   the  successful  efforts   method  of
accounting for their  oil and  gas properties.   Under the  successful
efforts method, the Partnerships  capitalize all property  acquisition
costs  and development costs  incurred in connection  with the further
development  of  oil and  gas  reserves.   Property  acquisition costs
include costs incurred by  the Partnerships or the General  Partner to
acquire  producing properties,  including related  title insurance  or
examination  costs, commissions,  engineering,  legal  and  accounting
fees,  and similar costs directly related to the acquisitions, plus an
allocated portion  of the General Partner's  property screening costs.
The acquisition cost to the Partnerships of properties acquired by the
General  Partner  is  adjusted to  reflect  the  net  cash results  of
operations, including  interest incurred to  finance the  acquisition,
for the period of time the properties are held by the General Partner.
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, 1996, 1995,
and 1994 were as follows:


              Partnership    1996     1995     1994
              -----------    -----    -----    -----

                 III-A       $4.40    $5.89    $8.11
                 III-B        4.37     5.45     8.31
                 III-C        3.68     5.22     8.84
                 III-D        2.63     4.25     7.56
                 III-E        2.96     4.53     4.71
                 III-F        4.95     5.74     7.67
                 III-G        4.76     6.25     7.38


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

                                 F-46
                                 
<PAGE>
<PAGE>
     Effective  October   1,  1995,  the   Partnerships  adopted   the
requirements of  Statement of Financial Accounting  Standards ("SFAS")
No.  121,  "Accounting for  the Impairment  of  Long Lived  Assets and
Assets  Held  for Disposal,"  which  is  intended  to  establish  more
consistent accounting  standards for  measuring the recoverability  of
long-lived  assets.     SFAS  No.  121   requires  successful  efforts
companies, like  the Partnerships,  to evaluate the  recoverability of
the  carrying costs  of their  proved oil  and  gas properties  at the
lowest  level for  which there  are identifiable  cash flows  that are
largely  independent of the cash flows of  other groups of oil and gas
properties.  With respect to the Partnerships' oil and gas properties,
this  evaluation was  performed for  each field,  rather than  for the
Partnerships'  properties  as a  whole  as previously  allowed  by the
Securities and  Exchange Commission  ("SEC").   SFAS No.  121 provides
that if  the unamortized costs  of oil  and gas properties  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.   The
Partnerships recorded a non-cash  charge against earnings  (impairment
provision) during the fourth  quarter of 1995 pursuant to SFAS No. 121
and   during  the  year  ended  December  31,  1994  pursuant  to  the
Partnerships' prior impairment policy as follows:

         Partnership        1995           1994
         -----------     ----------     ----------

            III-A        $1,267,185     $     -
            III-B           480,618           -
            III-C         1,338,693      1,232,000
            III-D           495,810      1,986,000
            III-E           210,152      1,573,000
            III-F           998,811           -
            III-G           677,010           -

No  such charge was recorded for any Partnership during the year ended
1996.  

     Subsequent to December  31, 1996,  the oil and  gas industry  has
seen a  drop in oil and  gas prices.  The  Partnerships' reserves were
determined at December 31, 1996 using oil and gas prices of $23.75 per
barrel and $3.57 per Mcf, respectively.  As of the date of this Annual
Report  on Form 10-K, oil and gas  prices received by the Partnerships
have decreased to approximately  $19.00 per barrel and $1.60  per Mcf,
respectively (the "Filing Date  Prices").  If the Filing  Date Prices,
as opposed to  December 31, 1996  prices, were used  to determine  the
recoverability of  the Partnerships' oil and  gas reserves, impairment
provisions  of  the  following  approximate amounts  would  have  been
required at December 31, 1996:

                                 F-47
                                  
<PAGE>
<PAGE>
               Partnership           Amount
               -----------         ----------
                 III-A             $  185,000
                 III-B                 78,000
                 III-C                235,000
                 III-D                486,000
                 III-E              2,043,000
                 III-F              2,079,000
                 III-G              1,011,000

If  the Filing Date Prices are in effect  on March 31, 1997, the above
impairment provisions will be reflected in the Partnerships' financial
statements  as of March 31, 1997.  Impairment provisions do not impact
the Partnerships' cash flows  from operating activities; however, they
do impact the amount  of General Partner and Limited  Partner capital.
The  risk that  the Partnerships  will be  required to  record further
impairment  provisions  in  the  future,  beyond  those  noted  above,
increases when oil  and gas  prices are depressed.   Accordingly,  the
III-A  Partnership  has three  fields, the  III-B Partnership  has two
fields,  the III-C and III-F  Partnerships have six  fields, the III-D
Partnership  has four fields,  the III-E Partnership  has five fields,
and the III-G Partnership has  eight fields in which it is  reasonably
possible  that impairment provisions will be recorded in the near term
if gas prices decrease below the Filing Date Prices.

     Deferred Charge

     Deferred  Charge represents  costs deferred  for lease  operating
expenses incurred  in connection with  the Partnerships' underproduced
gas  imbalance positions.  At  December 31, 1996  and 1995, 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:

                           1996                 1995
                     -----------------    -----------------
      Partnership      Mcf     Amount       Mcf     Amount
      -----------    -------  --------    -------  --------

         III-A       501,788  $244,220    604,966  $278,829
         III-B       282,024   144,819    338,856   169,089
         III-C       186,401    76,014    170,168    67,846
         III-D        28,310    26,139     56,324    41,578
         III-E       169,483   298,358    253,930   351,769
         III-F       132,118   159,453    192,745   237,269
         III-G        70,539   102,775    101,384   148,234

                                 F-48
                                  
<PAGE>
<PAGE>
     Accrued Liability

     Accrued  liability represents charges accrued for lease operating
expenses incurred in  connection with  the Partnerships'  overproduced
gas  imbalance positions.  At  December 31, 1996  and 1995, 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:


                           1996                 1995
                     -----------------    -----------------
      Partnership      Mcf     Amount       Mcf     Amount
      -----------    -------  --------    -------  --------

         III-A       165,186  $ 80,396    190,114  $ 87,624
         III-B        75,346    38,690     94,910    47,360
         III-C       346,723   141,394    350,663   139,809
         III-D       238,585   220,286    236,430   174,533
         III-E       201,792   355,235    297,541   412,184
         III-F       118,225   142,686    212,357   261,411
         III-G        59,611    86,853    107,608   157,334


     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 industry.   Sales of
gas  applicable to the Partnerships' interest in producing oil and gas
leases  are recorded  as revenue  when the  gas is  metered and  title
transferred  pursuant   to  the  gas  sales   contracts  covering  the
Partnerships'  interest in  gas  reserves.   During  such times  as  a
Partnership's  sales of gas exceed  its pro rata  ownership in a well,
such sales are  recorded as revenue unless  total sales from  the well
have exceeded the Partnership's share of  estimated total gas reserves
underlying the property,  at which time such  excess is recorded as  a
liability.   At December 31,  1996 and 1995  total sales  exceeded the
Partnerships' share of estimated total gas reserves as follows:

                                 F-49
                                  
<PAGE>
<PAGE>
                           1996                 1995
                     -----------------    -----------------
      Partnership      Mcf     Amount       Mcf     Amount
      -----------    -------  --------    -------  --------

         III-A        51,198  $ 76,797     21,818  $ 43,854
         III-B        17,823    26,735      3,148     6,202
         III-C        20,499    30,749     11,626    22,554
         III-D         3,796     5,694      4,941     9,437
         III-E       104,331   156,497     62,317   120,272
         III-F        72,696   109,044     51,446    97,233
         III-G        36,146    54,219     25,579    48,600


These  amounts were recorded  as gas imbalance  payables in accordance
with the sales method.


     General and Administrative Overhead

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


     Use of Estimates in Financial Statements

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


     Income Taxes

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

                                 F-50
                                 
<PAGE>
<PAGE>
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.  The following is a summary of
payments  made to  the  General  Partner  or  its  affiliates  by  the
Partnerships for general and administrative costs for the years  ended
December 31, 1996, 1995, and 1994:


           Partnership      1996      1995      1994
           -----------    --------  --------  --------

              III-A       $277,872  $277,872  $277,869
              III-B        145,620   145,620   145,617
              III-C        257,412   257,412   257,406
              III-D        137,904   137,904   137,903
              III-E        440,280   440,280   440,280
              III-F        233,136   233,136   233,141
              III-G        128,340   128,340   128,342


     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.

                                 F-51
                                  
<PAGE>
<PAGE>
     During 1994 and 1995 the Partnerships sold gas to El  Paso Energy
Marketing Company, formerly known as Premier Gas Company  ("El Paso").
El Paso, like  other similar gas marketing  firms, resold such  gas to
third  parties at  market prices.   El  Paso was  an affiliate  of the
Partnerships until December  6, 1995.  The  following table summarizes
the total amount of the Partnerships' sales to El Paso during 1995 and
1994:

        Partnership       1995        1994
        -----------    ----------  ----------

           III-A       $1,811,755  $2,523,522
           III-B          863,111   1,148,530
           III-C        1,325,188   1,994,570
           III-D          849,298   1,042,455
           III-E        2,128,723   2,131,890
           III-F          847,849   1,297,252
           III-G          446,378     672,645


The following table summarizes the amount of the Partnerships' accrued
oil and gas sales due from El Paso at December 31, 1995:  

               Partnership      1995
               -----------    --------

                  III-A       $349,181
                  III-B        169,725
                  III-C        232,323
                  III-D        186,231
                  III-E        574,916
                  III-F        131,943
                  III-G         69,792

                                 F-52
<PAGE>
<PAGE>
3.   MAJOR CUSTOMERS

     The  following  table  sets  forth  purchasers  who  individually
accounted  for more than ten percent of the Partnerships' combined oil
and gas sales for the years ended December 31, 1996, 1995, and 1994:

    Partnership          Purchaser             Percentage
    -----------  ------------------------  -------------------
                                           1996   1995   1994
                                           -----  -----  -----

       III-A     El Paso                   59.2%  49.7%  50.0%
                 Mesa Operating Ltd.
                   Partnership ("Mesa")    19.4%  19.7%  16.1%
                 Snyder Oil Corp.            - %    - %  10.6%

       III-B     El Paso                   47.9%  41.8%  42.3%
                 Mesa                      22.0%  23.0%  20.0%
                 Sun Refining & Marketing
                   Company                 10.3%    - %    - %

       III-C     El Paso                   51.2%  48.0%  61.8%

       III-D     El Paso                   44.4%  40.7%  51.7%
                 Oryx Energy Company
                   ("Oryx")                19.9%  20.8%  21.1%

       III-E     Oryx                      36.5%  33.9%  32.3%
                 El Paso                   12.3%  24.5%  22.5%
                 Hunt Energy Corp.         10.0%    - %  10.0%


       III-F     El Paso                   25.9%  31.4%  36.9%
                 Eland Energy, Inc.
                   ("Eland")                 - %    - %  11.9%
                 Amoco Production
                   Company ("Amoco")       10.4%    - %    - %

       III-G     El Paso                   21.6%  26.3%  31.5%
                 Eland                       - %    - %  10.0%
                 Amoco                     10.9%    - %    - %

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

                                 F-53
<PAGE>
<PAGE>
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, 1996  and 1995
were as follows:


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

                                 1996           1995
                             -------------  -------------

       Proved properties      $18,399,090    $22,281,826
       Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization           1,575,589      1,575,589
                               ----------     ----------
                              $19,974,679    $23,857,415
       Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance      ( 14,614,023)  ( 16,983,019)
                               ----------     ----------
           Net oil and gas
             properties       $ 5,360,656    $ 6,874,396
                               ==========     ==========

                                 F-54
                                  
<PAGE>
<PAGE>
                           III-B Partnership
                           -----------------

                                 1996           1995
                             -------------  -------------
       Proved properties      $10,461,319    $12,017,231
       Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization             754,938        754,938
                               ----------     ----------

                              $11,216,257    $12,772,169
       Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance      (  8,361,737)  (  9,123,775)
                               ----------     ----------
           Net oil and gas
             properties       $ 2,854,520    $ 3,648,394
                               ==========     ==========


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

                                 1996           1995
                             -------------  -------------
       Proved properties      $20,126,262    $21,235,884
       Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization           1,464,473      1,464,473
                               ----------     ----------

                              $21,590,735    $22,700,357
       Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance      ( 15,862,837)  ( 15,977,065)
                               ----------     ----------

           Net oil and gas
             properties       $ 5,727,898    $ 6,723,292
                               ==========     ==========

                                 F-55
                                  
<PAGE>
<PAGE>
                           III-D Partnership
                           -----------------

                                 1996           1995
                             -------------  -------------
       Proved properties      $12,203,296    $12,380,592
       Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization             446,756        446,756
                               ----------     ----------

                              $12,650,052    $12,827,348
       Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance      (  9,179,558)  (  8,939,432)
                               ----------     ----------

           Net oil and gas
             properties       $ 3,470,494    $ 3,887,916
                               ==========     ==========

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

                                 1996           1995
                             -------------  -------------
       Proved properties      $35,818,810    $36,379,471
       Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization             850,663        850,663
                               ----------     ----------

                              $36,669,473    $37,230,134
       Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance      ( 23,847,364)  ( 22,708,152)
                               ----------     ----------

           Net oil and gas
             properties       $12,822,109    $14,521,982
                               ==========     ==========

                                 F-56
<PAGE>
<PAGE>
                           III-F Partnership
                           -----------------

                                 1996           1995
                             -------------  -------------
       Proved properties      $17,692,891    $18,262,346
       Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization             806,386        806,386
                              -----------     ----------

                              $18,499,277    $19,068,732
       Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance      ( 11,191,790)  ( 10,605,697)
                               ----------     ----------

           Net oil and gas
             properties       $ 7,307,487    $ 8,463,035
                               ==========     ==========

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

                                 1996           1995
                             -------------  -------------
       Proved properties      $10,155,073    $10,574,994
       Unproved properties,
         not subject to
         depreciation,
         depletion, and
         amortization             438,666        438,666
                               ----------     ----------

                              $10,593,739    $11,013,660
       Less accumulated
         depreciation,
         depletion, amorti-
         zation, and valua-
         tion allowance      (  6,442,854)  (  6,193,417)
                               ----------     ----------

           Net oil and gas
             properties       $ 4,150,885    $ 4,820,243
                               ==========     ==========

                                 F-57
<PAGE>
<PAGE>
     Costs Incurred

     The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities  during the years ended December
31,  1996,  1995, and  1994.   Costs incurred  by the  Partnerships in
connection with their oil and gas property  development activities for
the years ended December 31, 1996, 1995, and 1994 were as follows:


         Partnership      1996        1995        1994
         -----------    --------    --------    --------

            III-A       $ 4,548     $ 36,695    $ 29,172
            III-B        21,881       48,179      16,478
            III-C        24,068       98,870     103,486
            III-D        24,953       26,512      36,474
            III-E        37,987      339,148     342,965
            III-F        12,107      363,847     333,934
            III-G        19,668      203,544     196,483


     Quantities of Proved Oil and Gas Reserves - Unaudited

     The following tables summarize changes  in net quantities of  the
Partnerships'  proved reserves, all of which are located in the United
States,  for the periods indicated.   The proved  reserves at December
31, 1996, 1995 and 1994 were estimated by petroleum engineers employed
by affiliates of  the Partnerships.   Certain reserve information  was
reviewed by  Ryder Scott  Company Petroleum Engineers,  an independent
petroleum engineering firm.  

                                 F-58
                                 
<PAGE>
<PAGE>
                           III-A Partnership
                           -----------------

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

Proved reserves, Dec. 31, 1993      244,822    10,038,548
  Production                       ( 70,278)  ( 2,208,657)
  Sale of minerals in
    place                          (     28)  (     1,630)
  Revision of previous
    estimates                        18,691   (     3,803)
                                    -------    ----------

Proved reserves, Dec. 31, 1994      193,207     7,824,458
  Production                       ( 58,590)  ( 1,798,692)
  Sale of minerals in
    place                          (    169)  (    50,765)
  Revision of previous
    estimates                        38,553     1,021,351
                                    -------    ----------

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

Proved reserves, Dec. 31, 1996      153,899     6,182,269
                                    =======    ==========

PROVED DEVELOPED RESERVES:
  December 31, 1994                 192,575     7,714,354
                                    =======    ==========
  December 31, 1995                 157,697     5,821,594
                                    =======    ==========
  December 31, 1996                 142,520     5,999,778
                                    =======    ==========

                                 F-59
                                  
<PAGE>
<PAGE>
                           III-B Partnership
                           -----------------

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

Proved reserves, Dec. 31, 1993      179,321    4,857,292 
  Production                       ( 52,083)  (1,077,009)
  Sale of minerals in
    place                          (      8)  (      528)
  Revision of previous
    estimates                      (    171)     105,530 
                                    -------    ---------

Proved reserves, Dec. 31, 1994      127,059    3,885,285
  Production                       ( 42,818)  (  900,882)
  Sale of minerals in
    place                          (     67)  (   21,437)
  Extensions and discoveries             78       87,619
  Revision of previous
    estimates                        38,664      414,386
                                    -------    ---------

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

Proved reserves, Dec. 31, 1996      120,963    2,967,902
                                    =======    =========

PROVED DEVELOPED RESERVES:
  December 31, 1994                 126,766    3,834,018
                                    =======    =========
  December 31, 1995                 113,317    2,787,785
                                    =======    =========
  December 31, 1996                 117,345    2,906,514
                                    =======    =========

                                 F-60
                                 
<PAGE>
<PAGE>
                           III-C Partnership
                           -----------------

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

Proved reserves, Dec. 31, 1993      157,954    10,464,900
  Production                       ( 29,891)  ( 1,734,781)
  Sale of minerals in
    place                          (    173)  (     2,192)
  Revision of previous
    estimates                      ( 14,682)      144,823 
                                    -------    ----------

Proved reserves, Dec. 31, 1994      113,208     8,872,750
  Production                       ( 26,926)  ( 1,662,411)
  Sale of minerals in
    place                          (    720)  (    14,529)
  Extensions and discoveries         14,324       248,512
  Revision of previous
    estimates                         8,582       457,888
                                    -------    ----------

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

Proved reserves, Dec. 31, 1996      162,487     7,719,803
                                    =======    ==========

PROVED DEVELOPED RESERVES:
  December 31, 1994                  92,848     8,510,434
                                    =======    ==========
  December 31, 1995                  83,178     6,615,797
                                    =======    ==========
  December 31, 1996                 162,235     7,673,323
                                    =======    ==========

                                 F-61
                                  
<PAGE>
<PAGE>
                           III-D Partnership
                           -----------------

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

Proved reserves, Dec. 31, 1993      220,403    4,972,565
  Production                       ( 46,995)  (  852,068)
  Sale of minerals in
    place                              -      (      218)
  Improved recovery(1)              301,633       15,128
  Revision of previous
    estimates                        11,820      116,870 
                                    -------    ---------

Proved reserves, Dec. 31, 1994      486,861    4,252,277
  Production                       ( 42,166)  (1,000,561)
  Sale of minerals in
    place                          (    171)  (      102)
  Extensions and discoveries          1,829       25,326
  Revision of previous
    estimates                      ( 24,439)     693,067
                                    -------    ---------

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

Proved reserves, Dec. 31, 1996      430,630    3,769,546
                                    =======    =========
PROVED DEVELOPED RESERVES:
  December 31, 1994                 470,213    3,997,203
                                    =======    =========
  December 31, 1995                 385,895    3,728,713
                                    =======    =========
  December 31, 1996                 430,606    3,764,539
                                    =======    =========
----------
(1)  The III-D Partnership's reserve estimates increased significantly
     during  1994 primarily  due  to the  operator  of the  Jay-Little
     Escambia Creek  Field Unit  (i) expanding its  nitrogen injection
     program  to a portion of  the field which  was being waterflooded
     and (ii)  completing other  projects to  enhance the  recovery of
     reserves.

                                 F-62
                                  
<PAGE>
<PAGE>
                           III-E Partnership
                           -----------------

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

Proved reserves, Dec. 31, 1993        994,041    15,038,064
  Production                       (  292,902)  ( 2,961,361)
  Sale of minerals in
    place                                -             -
  Improved recovery(1)              2,152,677       107,974
  Revision of previous
    estimates                         106,840     2,579,806 
                                    ---------    ----------

Proved reserves, Dec. 31, 1994      2,960,656    14,764,483
  Production                       (  256,992)  ( 3,030,077)
  Sale of minerals in
    place                          (      260)  (     9,472)
  Extensions and discoveries           18,780       178,518
  Revision of previous
    estimates                      (  134,705)      917,407
                                    ---------    ----------

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

Proved reserves, Dec. 31, 1996      2,617,639     9,775,737
                                    =========    ==========
PROVED DEVELOPED RESERVES:
  December 31, 1994                 2,960,656    14,764,483
                                    =========    ==========
  December 31, 1995                 2,581,872    12,516,938
                                    =========    ==========
  December 31, 1996                 2,617,639     9,775,737
                                    =========    ==========
----------
(1) The  III-E Partnership's reserve estimates increased significantly
    during 1994  primarily  due  to  the operator  of  the  Jay-Little
    Escambia  Creek Field  Unit (i)  expanding its  nitrogen injection
    program to a portion of the field which was being waterflooded and
    (ii)  completing  other  projects   to  enhance  the  recovery  of
    reserves. 

                                 F-63
                                  
<PAGE>
<PAGE>
                           III-F Partnership
                           -----------------

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

Proved reserves, Dec. 31, 1993      475,414    9,101,392
  Production                       ( 88,759)  (1,331,546)
  Sale of minerals in
    place                              -            -
  Revision of previous
    estimates                         1,924      756,688 
                                    -------    ---------

Proved reserves, Dec. 31, 1994      388,579    8,526,534
  Production                       ( 78,456)  (1,107,951)
  Sale of minerals in
    place                          (  5,270)  (   12,450)
  Extensions and discoveries           -         153,983
  Revision of previous
    estimates                       162,213   (  505,430)
                                    -------    ---------

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

Proved reserves, Dec. 31, 1996      491,313    5,666,732
                                    =======    =========

PROVED DEVELOPED RESERVES:
  December 31, 1994                 388,579    8,526,534
                                    =======    =========
  December 31, 1995                 462,819    6,849,368
                                    =======    =========
  December 31, 1996                 491,313    5,666,732
                                    =======    =========

                                 F-64
                                  
<PAGE>
<PAGE>
                           III-G Partnership
                           -----------------


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

Proved reserves, Dec. 31, 1993      361,961    4,967,008
  Production                       ( 63,776)  (  722,688)
  Sale of minerals in
    place                              -            -
  Revision of previous
    estimates                      (    123)    385,472
                                    -------    ---------

Proved reserves, Dec. 31, 1994      298,062    4,629,792
  Production                       ( 56,567)  (  596,184)
  Sale of minerals in
    place                          (  3,487)  (    8,770)
  Extensions and discoveries           -          84,220
  Revision of previous
    estimates                       114,302   (  243,507)
                                    -------    ----------

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

Proved reserves, Dec. 31, 1996      369,589    3,037,326
                                    =======    =========

PROVED DEVELOPED RESERVES:
  December 31, 1994                 291,553    4,524,712
                                    =======    =========
  December 31, 1995                 339,240    3,621,356
                                    =======    =========
  December 31, 1996                 369,589    3,037,326
                                    =======    =========

                                 F-65
                                  
<PAGE>
<PAGE>
     Standardized  Measure  of Discounted  Future  Net  Cash Flows  of
     Proved Oil and Gas Reserves - Unaudited

     The  following  tables  set   forth  each  of  the  Partnerships'
estimated future net  cash flows as of  December 31, 1996 relating  to
proved oil and gas reserves based on the standardized  measure as pre-
scribed in SFAS No. 69:


                                       Partnership
                                ----------------------------
                                    III-A          III-B
                                -------------  -------------
      Future cash inflows        $26,914,255    $14,039,714
      Future production and
        development costs       (  6,216,077)  (  3,231,275)
                                  ----------     ----------

          Future net cash
            flows                $20,698,178    $10,808,439

      10% discount to
        reflect timing of
        cash flows              (  6,679,509)  (  3,376,571)
                                  ----------     ----------

      Standardized measure
        of discounted 
        future net cash
        flows                    $14,018,669    $ 7,431,868
                                  ==========     ==========

                                 F-66
                                 
<PAGE>
<PAGE>
                                       Partnership
                                ----------------------------
                                    III-C          III-D
                                -------------  -------------
      Future cash inflows        $31,725,251    $23,664,015
      Future production and
        development costs       (  7,918,790)  (  8,778,568)
                                  ----------     ----------

          Future net cash
            flows                $23,806,461    $14,885,447

      10% discount to
        reflect timing of
        cash flows              (  8,697,376)  (  5,205,322)
                                  ----------     ----------

      Standardized measure
        of discounted 
        future net cash
        flows                    $15,109,085    $ 9,680,125
                                  ==========     ==========

                                 F-67
                                  
<PAGE>
<PAGE>
                                       Partnership
                                ----------------------------
                                    III-E          III-F
                                -------------  -------------
      Future cash inflows        $104,404,661   $33,073,446
      Future production and
        development costs       (  47,153,700) ( 11,396,337)
                                  -----------    ----------

          Future net cash
            flows                $ 57,250,961   $21,667,109

      10% discount to
        reflect timing of
        cash flows              (  20,730,342) (  7,489,836)
                                  -----------    ----------

      Standardized measure
        of discounted 
        future net cash
        flows                    $ 36,520,619   $14,187,273
                                  ===========    ==========

                                 F-68
<PAGE>
<PAGE>
                                 Partnership
                                -------------
                                    III-G 
                                -------------
      Future cash inflows        $20,236,192
      Future production and
        development costs       (  7,349,147)
                                  ----------

          Future net cash
            flows                $12,887,045

      10% discount to
        reflect timing of
        cash flows              (  4,521,964)
                                  ----------

      Standardized measure
        of discounted 
        future net cash
        flows                    $ 8,365,081
                                  ==========


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 the
reserve   estimates  reported  herein   represent  the  most  accurate
assessment  possible, the  significance  of  the subjective  decisions
required and variances  in available data for  various reservoirs make
these estimates generally less  precise than other estimates presented
in connection with financial statement disclosures.  The Partnerships'
reserves were determined at December 31, 1996 using oil and gas prices
of $23.75 per barrel and $3.57 per Mcf, respectively.  As of the  date
of this Annual Report on Form 10-K, oil and gas prices received by the
Partnerships  had decreased  to  approximately $19.00  per barrel  and
$1.60 per Mcf,  respectively.  If such prices, as  opposed to December
31,  1996 prices, were used in calculating the standardized measure of
discounted future net cash  flows of the Partnerships' proved  oil and
gas  reserves as of December 31, 1996,  such decrease would have had a
significant effect on the value of the reserves disclosed herein.

                                 F-69
<PAGE>
<PAGE>
                           INDEX TO EXHIBITS
                           -----------------



Number    Description
------    -----------

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

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

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

4.2       Advisory  Agreement dated  as of  November 24,  1992 between
          Samson, PaineWebber, Geodyne Resources,  Geodyne Properties,
          Inc., Geodyne Production Company, and Geodyne Energy Company
          filed as Exhibit 28.3 to Registrant's Current Report on Form
          8-K on  December  24, 1992  and  is hereby  incorporated  by
          reference.

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

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

                                 F-70
<PAGE>
<PAGE>
4.5       Second  Amendment to  Agreement  of Limited  Partnership  of
          Geodyne Energy  Income Limited  Partnership III-C,  filed as
          Exhibit 4.3 to Registrant's Current Report on Form 8-K dated
          August 2, 1993 filed with the SEC on August 10,  1993 and is
          hereby incorporated by reference.

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

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

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

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

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

                                 F-71
<PAGE>
<PAGE>
4.11      Third  Amendment  to  Agreement  of  Limited  Partnership of
          Geodyne Energy  Income Limited  Partnership III-B,  filed as
          Exhibit  4.11 to Registrant's Annual Report on Form 10-K for
          the year ended December 31, 1995 filed with the SEC on April
          1, 1996 and is hereby incorporated by reference.  

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

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

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

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

                                 F-72
<PAGE>
<PAGE>
4.16      Third  Amendment  to  Agreement  of  Limited  Partnership of
          Geodyne Energy  Income Limited  Partnership III-G,  filed as
          Exhibit  4.16 to Registrant's Annual Report on Form 10-K for
          the year ended December 31, 1995 filed with the SEC on April
          1, 1996 and is hereby incorporated by reference.  

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

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

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

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

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

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

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

*27.1     Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-A's financial statements  as of December 31,
          1996 and for the year ended December 31, 1996.

*27.2     Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-B's financial statements  as of December 31,
          1996 and for the year ended December 31, 1996.


                                 F-73
                                  
<PAGE>
<PAGE>
*27.3     Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership  III-C's financial statements as of December 31,
          1996 and for the year ended December 31, 1996.

*27.4     Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-D's financial statements as of December  31,
          1996 and for the year ended December 31, 1996.

*27.5     Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-E's financial statements as of  December 31,
          1996 and for the year ended December 31, 1996.

*27.6     Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-F's financial statements as  of December 31,
          1996 and for the year ended December 31, 1996.

*27.7     Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-G's financial statements  as of December 31,
          1996 and for the year ended December 31, 1996.

          All other Exhibits are omitted as inapplicable.  

     ----------

     * Filed herewith.  

                                 F-74
<PAGE>