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, 2000

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


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

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

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

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

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

      Indicate by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant  was  required to file such  reports) and (2) has been subject to the
filing requirements for the past 90 days. Yes  X      No
                                             -----       -----



                                      -1-
<PAGE>



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

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

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

      DOCUMENTS INCORPORATED BY REFERENCE: None



                                      -2-
<PAGE>




                                  FORM 10-K405
                                TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES................................................10
      ITEM 3.     LEGAL PROCEEDINGS.........................................26
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......26

PART II.....................................................................26
      ITEM 5.     MARKET  FOR  UNITS  AND  RELATED   LIMITED  PARTNER
                  MATTERS...................................................26
      ITEM 6.     SELECTED FINANCIAL DATA...................................29
      ITEM 7.     MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................37
      ITEM 7A.....QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................59
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............59
      ITEM 9.     CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................59

PART III....................................................................60
      ITEM 10.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF THE GENERAL
                  PARTNER...................................................60
      ITEM 11.    EXECUTIVE COMPENSATION....................................61
      ITEM 12.    SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL  OWNERS
                  AND MANAGEMENT............................................69
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............71

PART IV.....................................................................72
      ITEM 14.    EXHIBITS,   FINANCIAL  STATEMENT   SCHEDULES,   AND
                  REPORTS ON FORM 8-K.......................................72

      SIGNATURES............................................................79




                                      -3-
<PAGE>




PART I......

ITEM 1......BUSINESS

      General

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

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

                  III-A                   November 22, 1989
                  III-B                   January 24, 1990
                  III-C                   February 27, 1990
                  III-D                   September 5, 1990
                  III-E                   December 26, 1990
                  III-F                   March 7, 1991
                  III-G                   September 20, 1991


      The  General  Partner  currently  serves as general  partner of 26 limited
partnerships  and is a  wholly-owned  subsidiary of Samson  Investment  Company.
Samson Investment Company and its various corporate subsidiaries,  including the
General Partner (collectively "Samson"), are primarily engaged in the production
and  development of and exploration for oil and gas reserves and the acquisition
and  operation of  producing  properties.  At December  31,  2000,  Samson owned
interests in approximately  13,500 oil and gas wells located in 19 states of the
United States and the countries of Canada,  Venezuela,  and Russia.  At December
31, 2000,  Samson operated  approximately  2,700 oil and gas wells located in 14
states of the United States as well as Canada, Venezuela, and Russia.

      The  Partnerships  are  currently  engaged  in the  business  of  owning
interests in producing oil and gas properties located in



                                      -4-
<PAGE>



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 Samson.
As of February 15, 2001, Samson employed approximately 965 persons. No employees
are covered by collective  bargaining  agreements,  and management believes that
Samson  provides  a  sound  employee  relations  environment.   For  information
regarding the executive officers of the General Partner, see "Item 10. Directors
and Executive Officers of the General Partner."

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

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements")  the  Partnerships  will terminate on the dates
indicated  in the "Initial  Termination  Date"  column of the  following  chart.
However, the Partnership  Agreements provide that the General Partner may extend
the term of each Partnership for up to five periods of two years each. As of the
date of this  Annual  Report on Form  10-K405  ("Annual  Report"),  the  General
Partner has extended the terms of the III-A,  III-B,  III-C,  III-D,  III-E, and
III-F  Partnerships for the first two-year extension period. The General Partner
has not  determined  whether it intends to (i) further  extend the terms of such
Partnerships or (ii) extend the term of the III-G  Partnership.  Therefore,  the
Partnerships are currently  scheduled to terminate on the dates indicated in the
"Current Termination Date" column of the following chart.

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








                                      -5-
<PAGE>



      Funding

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


      Principal Products Produced and Services Rendered

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


      Competition and Marketing

      The Partnerships' revenues, net income or loss, cash flows, carrying value
of oil and gas  properties,  and amount of oil and gas which can be economically
produced depend  substantially  upon the prevailing  prices for oil and gas. Oil
and gas prices (and  consequently the Partnerships'  profitability)  depend on a
number of factors 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),  the level of domestic oil and gas production,  government
regulations  and taxes,  the price and  availability of alternative  fuels,  the
overall   economic   environment,   and  the   availability   and   capacity  of
transportation and processing facilities.  The effect of these factors on future
oil and gas industry trends cannot be accurately  predicted or  anticipated.  In
addition, the domestic oil and gas industry is highly competitive,  with a large
number of companies and  individuals  engaged in the exploration and development
of oil and gas properties.  Predicting future prices is not possible. Concerning
past trends,  oil and gas prices in the United States have been highly  volatile
for many years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.40 to $2.40 per Mcf range.  However,  due to  unusual  supply and
demand  circumstances  gas prices are  currently  substantially  higher than the
upper end of this range. Substantially all of the Partnerships' gas reserves are
being sold on the "spot market." Prices on the spot market are subject to



                                      -6-
<PAGE>



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 $2.24 per Mcf at December 31, 1999 to approximately $6.03 per
Mcf at December 31, 2000. Such prices were on an MMBTU basis and differ from the
prices actually received by the Partnerships due to transportation and marketing
costs, BTU adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
However, production curtailment agreements among major oil producing nations and
other supply and demand  factors have caused  recent oil prices to climb to over
$30.00  per  barrel in some  markets.  It is not known  whether  this trend will
continue.  Prices for the Partnerships' oil increased from approximately  $22.75
per barrel at December 31, 1999 to  approximately  $27.52 per barrel at December
31, 2000.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2000. While it is impossible to predict whether
future oil and gas prices will (i) stabilize,  (ii) increase, or (iii) decrease,
management  believes it is possible that average oil and gas prices for the near
future  may be  somewhat  higher  than the prices  experienced  over the past 10
years.




                                      -7-
<PAGE>



      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 2000:

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

         III-A          Valero Industrial Gas L.P.
                          ("Valero")                           24.8%
                        El Paso Energy Marketing
                          Company ("El Paso")                  24.1%
                        Phibro Energy, Inc.
                          ("Phibro")                           23.9%

         III-B          Phibro                                 25.6%
                        Valero                                 18.8%
                        El Paso                                18.1%
                        Sun Refining & Marketing
                          Company                              14.2%

         III-C          El Paso                                58.2%

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

         III-E          Eaglwing                               43.8%
                        El Paso                                16.3%

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

         III-G          El Paso                                31.6%
                        Eaglwing                               14.9%
                        Amoco Production Co.                   12.2%


      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



                                      -8-
<PAGE>



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.  The provisions of these laws and  regulations  are
complex  and  affect  all who  produce,  resell,  transport,  or  purchase  gas,
including the  Partnerships.  Although  virtually all of the  Partnerships'  gas
production  is not subject to price  regulation,  other  regulations  affect the
availability of gas transportation  services and the ability of gas consumers to
continue to purchase or use gas at current levels. Accordingly, such regulations
may have a material  effect on the  Partnerships'  operations and projections of
future oil and gas production and revenues.

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

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

      Insurance Coverage

      The  Partnerships  are  subject  to  all  of  the  risks  inherent  in the
exploration  for and  production of oil and gas including  blowouts,  pollution,
fires, and other casualties.  The Partnerships maintain insurance coverage as is
customary for



                                      -9-
<PAGE>



entities  of a  similar  size  engaged  in  operations  similar  to  that of the
Partnerships,  but  losses  can occur  from  uninsurable  risks or in amounts in
excess of existing insurance  coverage.  The occurrence of an event which is not
fully  covered  by  insurance  could  have  a  material  adverse  effect  on the
Partnerships' financial condition and results of operations.


ITEM 2.     PROPERTIES

      Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 2000.

                               Well Statistics(1)
                             As of December 31, 2000

             Number of Gross Wells(2)            Number of Net Wells(3)
            --------------------------        ---------------------------
 P/ship       Total     Oil     Gas              Total      Oil    Gas
--------      -----    -----    ---              -----     -----  -----
 III-A          169       79     90              10.24      2.39   7.85
 III-B          142       70     72               6.74      3.09   3.65
 III-C          168       66    102              20.24     11.74   8.50
 III-D          172      117     55              11.27      6.36   4.91
 III-E          223       93    130              24.73      6.89  17.84
 III-F          384      288     96              18.82     10.43   8.39
 III-G        1,402    1,023    379              12.33      7.79   4.54
----------
(1)   The  designation  of a well  as an oil  well  or gas  well  is made by the
      General  Partner based on the relative  amount of oil and gas reserves for
      the well.  Regardless of a well's oil or gas  designation,  it may produce
      oil, gas, or both oil and gas.
(2)   As used in this Annual  Report,  "gross  well" refers to a well in which a
      working interest is owned;  accordingly,  the number of gross wells is the
      total number of wells in which a working interest is owned.
(3)   As  used  in this  Annual  Report,  "net  well"  refers  to the sum of the
      fractional  working  interests  owned in gross wells.  For example,  a 15%
      working interest in a well represents one gross well, but 0.15 net well.





                                      -10-
<PAGE>



      Drilling Activities

      During the year ended December 31, 2000, the Partnerships  participated in
the developmental drilling activities described below.

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

III-A    DD Hachar No. 36        Webb     TX     .05992     Gas   Producing

III-B    DD Hachar No. 36        Webb     TX     .02790     Gas   Producing

III-C    DD Hachar No. 36        Webb     TX     .01162     Gas   Producing


      During the year ended  December  31,  2000,  the  Partnerships  indirectly
participated in the  developmental  drilling  activities  described  below.  The
Partnerships do not own working  interests in these wells;  therefore,  they did
not incur any costs associated with the drilling activity:

                                                  Revenue
P/ship     Well Name           County        St.  Interest  Type    Status
------     ---------           -------       ---  --------  ----   ---------
III-A    Clark-Hereford
           No. 7                Webb         TX   .00749     Gas   Producing
         McKendrick-Akin
           Unit No. 2           Webb         TX   .00749     Gas   Producing

III-B    Clark-Hereford
           No. 7                Webb         TX   .00349     Gas   Producing
         McKendrick-Akin
           Unit No. 2           Webb         TX   .00349     Gas   Producing

III-C    Smith-Newton
           No. 2-26             Pittsburg    TX   .00185     Gas   Producing
         Clark-Hereford
           No. 7                Webb         TX   .00145     Gas   Producing
         McKendrick-Akin
           Unit No. 2           Webb         TX   .00145     Gas   Producing

III-D    Smith-Newton
           No. 2-26             Pittsburg    OK   .00027     Gas   Producing


      The  III-E,  III-F,  and III-G  Partnerships  did not  participate  in any
drilling activities during the year ended December 31, 2000.




                                      -11-
<PAGE>



      Oil and Gas Production, Revenue, and Price History

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




                                      -12-
<PAGE>




                               Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2000           1999        1998
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           49,908         35,784      34,689
   Gas (Mcf)                           678,985        665,717     741,990
Oil and gas sales:
   Oil                              $1,454,983     $  605,903  $  434,592
   Gas                               2,656,278      1,466,078   1,595,205
                                     ---------      ---------   ---------
      Total                         $4,111,261     $2,071,981  $2,029,797
                                     =========      =========   =========
Total direct operating
  expenses                          $  853,211     $  585,757  $  576,112
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         20.8%          28.3%       28.4%

Average sales price:
   Per barrel of oil                    $29.15         $16.93      $12.53
   Per Mcf of gas                         3.91           2.20        2.15

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 5.23         $ 3.99      $ 3.64




                                      -13-
<PAGE>



                               Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2000           1999        1998
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           40,544         33,676      34,221
   Gas (Mcf)                           326,603        299,745     355,197
Oil and gas sales:
   Oil                              $1,185,213     $  598,881  $  441,820
   Gas                               1,277,225        660,854     759,598
                                     ---------      ---------   ---------
      Total                         $2,462,438     $1,259,735  $1,201,418
                                     =========      =========   =========
Total direct operating
   expenses                         $  525,281     $  346,919  $  330,107
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         21.3%          27.5%       27.5%

Average sales price:
   Per barrel of oil                    $29.23         $17.78      $12.91
   Per Mcf of gas                         3.91           2.20        2.14

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 5.53         $ 4.15      $ 3.53





                                      -14-
<PAGE>



                               Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2000           1999        1998
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           19,431         23,931      22,980
   Gas (Mcf)                           994,305        997,209   1,156,387
Oil and gas sales:
   Oil                              $  572,001     $  428,466  $  312,050
   Gas                               3,578,430      2,018,358   2,134,955
                                     ---------      ---------   ---------
      Total                         $4,150,431     $2,446,824  $2,447,005
                                     =========      =========   =========
Total direct operating
   expenses                         $  978,824     $  551,030  $  712,038
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         23.6%          22.5%       29.1%

Average sales price:
   Per barrel of oil                    $29.44         $17.90      $13.58
   Per Mcf of gas                         3.60           2.02        1.85

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 5.29         $ 2.90      $ 3.30





                                      -15-
<PAGE>



                               Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2000           1999        1998
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           31,388         36,148      35,908
   Gas (Mcf)                           629,117        716,804     767,089
Oil and gas sales:
   Oil                              $  837,978     $  562,513  $  413,658
   Gas                               2,257,213      1,444,730   1,375,913
                                     ---------      ---------   ---------
      Total                         $3,095,191     $2,007,243  $1,789,571
                                     =========      =========   =========
Total direct operating
   expenses                         $  895,563     $  704,051  $  718,656
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         28.9%          35.1%       40.2%

Average sales price:
   Per barrel of oil                    $26.70         $15.56      $11.52
   Per Mcf of gas                         3.59           2.02        1.79

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 6.57         $ 4.52      $ 4.39





                                      -16-
<PAGE>



                               Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2000           1999        1998
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                          183,876        205,197     223,936
   Gas (Mcf)                         1,526,586      1,856,697   1,974,917
Oil and gas sales:
   Oil                             $ 4,822,734     $3,146,395  $2,542,259
   Gas                               5,654,292      3,900,054   3,858,330
                                    ----------      ---------   ---------
      Total                        $10,477,026     $7,046,449  $6,400,589
                                    ==========      =========   =========
Total direct operating
  expenses                         $ 3,652,507     $3,957,399  $3,695,174
                                    ==========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         34.9%          56.2%       57.7%

Average sales price:
   Per barrel of oil                    $26.23         $15.33      $11.35
   Per Mcf of gas                         3.70           2.10        1.95

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 8.33         $ 7.69      $ 6.68





                                      -17-
<PAGE>



                               Net Production Data

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

                                           Year Ended December 31,
                                    -------------------------------------
                                       2000           1999        1998
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           43,620         55,619      54,002
   Gas (Mcf)                           654,833        732,832     787,609
Oil and gas sales:
   Oil                              $1,242,912     $  916,715  $  678,439
   Gas                               2,194,409      1,397,731   1,470,754
                                     ---------      ---------   ---------
      Total                         $3,437,321     $2,314,446  $2,149,193
                                     =========      =========   =========
Total direct operating
   expenses                         $  867,235     $  926,110  $1,185,467
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         25.2%          40.0%       55.2%

Average sales price:
   Per barrel of oil                    $28.49         $16.48      $12.56
   Per Mcf of gas                         3.35           1.91        1.87

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 5.68         $ 5.21      $ 6.40





                                      -18-
<PAGE>



                               Net Production Data

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

                                           Year Ended December 31,
                                    -------------------------------------
                                       2000           1999        1998
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           32,013         40,292      38,858
   Gas (Mcf)                           333,031        409,664     419,813
Oil and gas sales:
   Oil                              $  912,320     $  661,957  $  487,855
   Gas                               1,138,070        777,743     784,720
                                     ---------      ---------   ---------
      Total                         $2,050,390     $1,439,700  $1,272,575
                                     =========      =========   =========
Total direct operating
   expenses                         $  552,240     $  593,911  $  744,443
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         26.9%          41.3%       58.5%

Average sales price:
   Per barrel of oil                    $28.50         $16.43      $12.55
   Per Mcf of gas                         3.42           1.90        1.87

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 6.31         $ 5.47      $ 6.84


      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,  2000.  The
schedule  of  quantities  of proved oil and gas  reserves  was  prepared  by the
General  Partner in accordance  with the rules  prescribed by the Securities and
Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by
Ryder Scott Company,  L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report,  "proved  reserves" refers to those
estimated  quantities of crude oil, gas, and gas liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years from known oil and gas  reservoirs  under  existing  economic  and
operating conditions.

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



                                      -19-
<PAGE>



development  costs,  discounted at 10% per annum. Net present value attributable
to the  Partnerships'  proved  reserves was  calculated  on the basis of current
costs and prices at December 31, 2000. Such prices were not escalated  except in
certain  circumstances where escalations were fixed and readily  determinable in
accordance  with  applicable  contract  provisions.  The oil and gas  prices  at
December  31,  2000  have  caused  the   estimates  of  remaining   economically
recoverable  reserves,  as well as the  value  placed  on such  reserves,  to be
substantially  higher than in the past several years,  particularly  considering
the impact of depletion from  production  over the years.  Any decrease in these
prices  would result in a  corresponding  reduction in the estimate of remaining
reserves.  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,  2000.  There  can be no
assurance  that the prices  used in  calculating  the net  present  value of the
Partnerships' proved reserves at December 31, 2000 will actually be realized for
such  production.  The General Partner  believes that it is unlikely that prices
will remain at their current high levels.

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


                               Proved Reserves and
                               Net Present Values
                              From Proved Reserves

                           As of December 31, 2000(1)

   III-A Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            4,627,887
         Oil and liquids (Bbls)                                 134,841

      Net present value (discounted at
         10% per annum)                                     $17,895,582




                                      -20-
<PAGE>




   III-B Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            2,081,540
         Oil and liquids (Bbls)                                 128,777

      Net present value (discounted at
         10% per annum)                                     $ 9,198,654


   III-C Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            5,412,690
         Oil and liquids (Bbls)                                 127,243

      Net present value (discounted at
         10% per annum)                                     $17,950,312

   III-D Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            2,955,669
         Oil and liquids (Bbls)                                 359,321

      Net present value (discounted at
         10% per annum)                                     $12,049,647


   III-E Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            8,951,531
         Oil and liquids (Bbls)                               2,216,123

      Net present value (discounted at
         10% per annum)                                     $40,652,197


   III-F Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            5,532,849
         Oil and liquids (Bbls)                                 352,584

      Net present value (discounted at
         10% per annum)                                     $17,812,158





                                      -21-
<PAGE>



   III-G Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            2,947,046
         Oil and liquids (Bbls)                                 266,027

      Net present value (discounted at
         10% per annum)                                     $10,101,087

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


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


      Significant Properties

The  following  table sets forth the  number and  percent of each  Partnership's
total wells which are operated by affiliates of the  Partnerships as of December
31, 2000:

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

                     III-A            15                 7%
                     III-B             4                 2%
                     III-C            99                24%
                     III-D            91                24%
                     III-E            38                16%
                     III-F            32                 8%
                     III-G            52                 4%


      The following tables set forth certain well and reserve  information as of
December  31, 2000 for the basins in which the  Partnerships  own a  significant
amount of oil and gas properties.  The tables contain the following  information
for each significant  basin:  (i) the number of gross wells and net wells,  (ii)
the number of wells in which only a  non-working  interest  is owned,  (iii) the
Partnership's  total number of wells,  (iv) the number of wells  operated by the
Partnership's  affiliates,  (v) estimated  proved oil reserves,  (vi)  estimated
proved gas reserves, and (vii)



                                      -22-
<PAGE>



the present value  (discounted at 10% per annum) of estimated  future net cash
flow.

      The Anadarko Basin is located in western Oklahoma and the Texas panhandle.
The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while
the 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.



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




                                     Significant Properties as of December 31, 2000
                                     ----------------------------------------------

                                                                    Wells
                                                                  Operated by
                                                                  Affiliates      Oil        Gas
                        Gross     Net       Other       Total    ------------- Reserves   Reserves   Present
     Basin              Wells     Wells     Wells(1)    Wells    Number   %(2)   (Bbl)      (Mcf)      Value
------------------      ------   -------    --------    ------   ------  ----- --------  ---------  ----------
<S>                      <C>       <C>         <C>       <C>       <C>   <C>    <C>      <C>        <C>
III-A Partnership:
     Gulf Coast          44        3.27        41         85        4      5%   110,686  2,218,388  $9,974,335
     Anadarko            30        2.13         8         38        9     24%     4,878  1,552,520   4,986,941

III-B Partnership:
     Gulf Coast          41        1.71        41         82        1      1%    71,806  1,215,782  $5,659,009
     Anadarko            37        2.58         5         42        2      5%    47,400    411,124   1,952,959

III-C Partnership:
     Anadarko            53        5.97        56        109       25     23%    54,412  3,071,889 $10,352,125
     Southern Okla.
       Folded Belt       36        7.27         9         45       21     47%    55,433  1,431,215   4,540,095

III-D Partnership:
     Anadarko            31        3.32        56         87       25     29%     4,767  2,317,502 $ 7,288,450
     Jay Field           79         .52         -         79        -      -    290,651     67,118   2,268,106
     Permian             27        5.20        36         63       26     41%    12,357    447,185   1,406,042
</TABLE>

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






                                      -24-
<PAGE>
<TABLE>
<CAPTION>



                                     Significant Properties as of December 31, 2000
                                     ----------------------------------------------

                                                                   Wells
                                                                Operated by
                                                                Affiliates      Oil         Gas
                        Gross     Net       Other       Total   ------------  Reserves    Reserves    Present
     Basin              Wells     Wells     Wells(1)    Wells   Number  %(2)   (Bbl)       (Mcf)       Value
------------------      ------   -------    --------    ------  ------  ----  ---------  ----------  ----------
<S>                        <C>     <C>          <C>       <C>       <C>   <C> <C>        <C>        <C>
III-E Partnership:
     Jay Field             79      3.69         -         79         -     -  2,074,294    630,986  $16,779,871
     Green River           53      4.13         5         58         -     -     23,393  4,598,825   11,899,023
     Gulf Coast            35      3.33         4         39         2     5%    12,014  1,113,032    4,093,910

III-F Partnership:
     Green River           61      6.28         5         66         8    12%   109,970  3,879,874  $10,693,476
     Anadarko              25      5.39         1         26        21    81%    42,426  1,111,267    3,135,910

III-G Partnership:
     Green River           61      3.58         5         66         8    12%    69,507  1,929,991  $ 5,425,706
     Anadarko              44      3.15         6         50        35    70%    27,830    668,663    1,846,793
</TABLE>

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




                                      -25-
<PAGE>




      Title to Oil and Gas Properties

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

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


ITEM 3.     LEGAL PROCEEDINGS

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


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

      There were no matters  submitted to a vote of the Limited  Partners of any
Partnership during 2000.


PART II

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  2001,  the  number  of  Units  outstanding  and  the
approximate  number of Limited  Partners of record in the  Partnerships  were as
follows:


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

               III-A           263,976                1,268
               III-B           138,336                  724
               III-C           244,536                1,193
               III-D           131,008                  626
               III-E           418,266                2,001
               III-F           221,484                1,062
               III-G           121,925                  555



                                      -26-
<PAGE>




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

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


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

                       1999                         2000                2001
            -------------------------     -------------------------     ----
            1st    2nd     3rd   4th      1st   2nd     3rd    4th      1st
P/ship      Qtr.   Qtr.    Qtr.  Qtr.     Qtr.  Qtr.    Qtr.   Qtr.     Qtr.
------      ----   ----    ----  ----     ----  ----    ----   ----     ----
III-A       $14    $13     $13   $12      $11   $10     $16    $13      $10
III-B        12     12      13    12       10     9      15     13        9
III-C        15     14      16    14       12    11      19     16       12
III-D        21     20      18    16       13    11      22     18       14
III-E        27     27      21    20       17    14      23     19       15
III-F        18     18      16    16       13    11      19     17       14
III-G        20     20      18    17       13    11      21     18       15


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




                                      -27-
<PAGE>




      Cash Distributions

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

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 1999, 2000, and 2001:

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

                                    1999
                 ------------------------------------------
                  1st         2nd         3rd        4th
      P/ship      Qtr.        Qtr.        Qtr.       Qtr.
      ------     ------     -------      -------    -------

      III-A      $ .69        $ .68       $ .80      $1.13
      III-B        .73          .61         .76       1.17
      III-C       1.29         1.02        1.17       1.50
      III-D       1.28         1.17        1.47       1.95
      III-E        .64          .07         .82       1.09
      III-F        .65          .46         .18        .94
      III-G        .70          .21         .37       1.22


                                   2000                            2001
                 ------------------------------------------       ------
                  1st         2nd         3rd        4th           1st
      P/ship      Qtr.        Qtr.        Qtr.       Qtr.          Qtr.
      ------     ------     -------      -------    -------       ------

      III-A      $1.01        $1.38       $1.57      $2.46        $3.33
      III-B       1.32         1.59        1.78       2.65         3.48
      III-C       1.74         1.73        2.04       2.94         3.62
      III-D       2.56         2.34        4.18       4.13         4.26
      III-E       3.04         2.81        6.13       3.75         3.78
      III-F       2.87         1.95        2.53       2.24         3.31
      III-G       3.37         2.03        2.94       2.59         3.47



                                      -28-
<PAGE>






ITEM 6.     SELECTED FINANCIAL DATA

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




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




                                                 Selected Financial Data

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

                                  2000                1999                1998                1997                1996
                              ------------        ------------        ------------        ------------        ------------
<S>                            <C>                 <C>                 <C>                 <C>                 <C>
Oil and Gas Sales              $4,111,261          $2,071,891          $2,029,797          $3,328,634          $3,634,004
Net Income:
   Limited Partners             2,424,492             717,149             628,357              33,066           1,109,284
   General Partner                275,300              54,650              53,190              98,919             104,949
   Total                        2,699,792             771,799             681,547             131,985           1,214,233
Limited Partners' Net
   Income per Unit                   9.18                2.72                2.38                 .13                4.20
Limited Partners' Cash
   Distributions per
   Unit                              6.42                3.30                6.06               11.11                9.47
Total Assets                    3,585,623           2,793,806           2,984,008           3,916,891           6,895,159
Partners' Capital
   (Deficit):
   Limited Partners             3,587,215           2,857,723           3,011,574           3,985,217           6,886,151
   General Partner            (   132,196)        (   194,823)           (197,325)        (   198,271)        (   198,911)
Number of Units
   Outstanding                    263,976             263,976             263,976             263,976             263,976

</TABLE>


                                      -30-
<PAGE>

<TABLE>
<CAPTION>


                                                 Selected Financial Data

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

                                  2000                1999                1998                1997                1996
                              ------------        ------------        ------------        ------------        ------------
<S>                           <C>                 <C>                 <C>                 <C>                 <C>
Oil and Gas Sales              $2,462,438          $1,259,735          $1,201,418          $1,972,122          $2,113,507
Net Income:
   Limited Partners             1,364,829             417,755             374,539             223,228             712,800
   General Partner                264,081             110,131             108,544              60,762              63,531
   Total                        1,628,910             527,886             483,083             283,990             776,331
Limited Partners' Net
   Income per Unit                   9.87                3.02                2.71                1.61                5.15
Limited Partners' Cash
   Distributions per
   Unit                              7.34                3.27                6.82               12.35               10.15
Total Assets                    2,069,748           1,690,316           1,717,863           2,248,586           3,772,912
Partners' Capital
   (Deficit):
   Limited Partners             2,037,947           1,687,118           1,721,363           2,291,824           3,776,596
   General Partner            (    38,756)        (    79,362)            (85,016)        (    97,840)        (    97,092)
Number of Units
   Outstanding                    138,336             138,336             138,336             138,336             138,336

</TABLE>


                                      -31-
<PAGE>
<TABLE>
<CAPTION>



                                                 Selected Financial Data

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

                                  2000                1999                1998                1997                1996
                              ------------        ------------        ------------        ------------        ------------
<S>                           <C>                 <C>                 <C>                <C>                  <C>
Oil and Gas Sales              $4,150,431          $2,446,824          $2,447,005          $3,071,851          $3,259,615
Net Income (Loss):
   Limited Partners             2,554,851           1,053,071           1,094,816         (   196,027)          1,247,672
   General Partner                143,251              75,430              87,868              86,436             103,933
   Total                        2,698,102           1,128,501           1,182,684         (   109,591)          1,351,605
Limited Partners' Net
   Income (Loss) per
   Unit                             10.45                4.31                4.48         (       .80)               5.10
Limited Partners' Cash
   Distributions per
   Unit                              8.45                4.98                8.50                9.06                7.26
Total Assets                    3,949,266           3,447,965           3,572,389           4,567,928           7,009,782
Partners' Capital
   (Deficit):
   Limited Partners             3,854,734           3,364,883           3,531,812           4,512,996           6,924,023
   General Partner            (   152,824)        (   168,448)           (179,285)        (   171,438)        (   143,741)
Number of Units
   Outstanding                    244,536             244,536             244,536             244,536             244,536

</TABLE>


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



                                                 Selected Financial Data

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

                                  2000                1999                1998                1997                1996
                              ------------        ------------        ------------        ------------        ------------
<S>                           <C>                 <C>                 <C>                 <C>                 <C>
Oil and Gas Sales              $3,095,191          $2,007,243          $1,789,571          $2,335,545          $2,336,708
Net Income (Loss):
   Limited Partners             1,893,355             870,221             (84,498)             35,530             795,298
   General Partner                109,411              55,068              38,462              54,213              59,929
   Total                        2,002,766             925,289             (46,036)             89,743             855,227
Limited Partners' Net
   Income (Loss) per
   Unit                             14.45                6.64                (.64)                .27                6.07
Limited Partners' Cash
   Distributions per
   Unit                             13.21                5.87                7.88               10.33                8.33
Total Assets                    1,987,262           1,810,172           1,687,823           2,890,862           4,241,190
Partners' Capital
   (Deficit):
   Limited Partners             1,779,811           1,618,456           1,518,235           2,636,733           3,953,203
   General Partner            (    58,871)        (    66,221)            (73,501)        (    62,091)        (    50,214)
Number of Units
   Outstanding                    131,008             131,008             131,008             131,008             131,008
</TABLE>



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



                                                 Selected Financial Data

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

                                  2000                1999                1998                1997                1996
                              -------------       ------------        ------------        -------------       -------------
<S>                           <C>                 <C>                  <C>                <C>                 <C>
Oil and Gas Sales              $10,477,026         $7,046,449          $6,400,589          $ 9,041,809         $ 9,030,115
Net Income (Loss):
   Limited Partners              6,952,136          2,016,127          (3,260,925)        (    219,259)          2,275,698
   General Partner                 378,449            124,846              57,256              158,394             191,012
   Total                         7,330,585          2,140,973          (3,203,669)        (     60,865)          2,466,710
Limited Partners' Net
   Income (Loss) per
   Unit                              16.62               4.82               (7.80)        (        .52)               5.44
Limited Partners' Cash
   Distributions per
   Unit                              15.73               2.62                7.35                10.29                8.67
Total Assets                     6,138,734          5,742,231           4,621,412           11,397,387          15,918,358
Partners' Capital
   (Deficit):
   Limited Partners              5,410,565          5,037,429           4,117,302           10,449,227          14,971,486
   General Partner            (    240,721)       (   259,526)           (275,783)        (    209,050)       (    187,947)
Number of Units
   Outstanding                     418,266            418,266             418,266              418,266             418,266
</TABLE>



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



                                                 Selected Financial Data

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

                                  2000                1999               1998               1997               1996
                              ------------        ------------       ------------       ------------       ------------
<S>                           <C>                 <C>                 <C>               <C>                 <C>
Oil and Gas Sales              $3,437,321          $2,314,446         $2,149,193         $2,991,450          $3,094,738
Net Income (Loss):
   Limited Partners             2,142,067             801,095             (5,324)       ( 2,273,148)            483,478
   General Partner                125,735              59,101             29,041             32,514              72,299
   Total                        2,267,802             860,196             23,717        ( 2,240,634)            555,777
Limited Partners' Net
   Income (Loss)
   per Unit                          9.67                3.62               (.02)       (     10.26)               2.18
   Limited Partners' Cash
   Distributions per
   Unit                              9.59                2.23               5.34               7.15                5.23
Total Assets                    3,638,555           3,689,702          3,533,814          4,752,817           8,632,813
Partners' Capital
   (Deficit):
   Limited Partners             3,593,980           3,575,913          3,268,818          4,454,142           8,310,290
   General Partner            (   135,914)        (   154,318)          (164,221)       (   146,427)        (    97,523)
Number of Units
   Outstanding                    221,484             221,484            221,484            221,484             221,484
</TABLE>



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



                                                 Selected Financial Data

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

                                  2000                1999                1998                1997               1996
                              ------------        ------------        ------------        ------------        ------------
<S>                           <C>                 <C>                  <C>                <C>                 <C>
Oil and Gas Sales              $2,050,390          $1,439,700          $1,272,575          $1,845,264          $1,962,555
Net Income (Loss):
   Limited Partners             1,359,105             588,182            (308,749)        ( 1,136,965)            380,060
   General Partner                 77,940              39,264              13,093              22,672              47,089
   Total                        1,437,045             627,446            (295,656)        ( 1,114,293)            427,149
Limited Partners' Net
   Income (Loss)
   per Unit                         11.15                4.82               (2.53)        (      9.33)               3.12
Limited Partners' Cash
   Distributions per
   Unit                             10.93                2.50                5.95                7.80                5.92
Total Assets                    2,017,325           2,001,438           1,817,470           2,873,056           4,977,730
Partners' Capital
   (Deficit):
   Limited Partners             1,982,360           1,956,255           1,672,073           2,707,822           4,795,787
   General Partner            (    79,337)        (    91,045)            (99,974)        (    85,608)        (    58,669)
Number of Units
   Outstanding                    121,925             121,925             121,925             121,925             121,925
</TABLE>




                                      -36-
<PAGE>







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

      Use of Forward-Looking Statements and Estimates

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

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


      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis of results of operations  provided below. The  Partnerships'  revenues,
net income or loss, cash flows,  carrying value of oil and gas  properties,  and
amount of oil and gas which can be economically  produced  depend  substantially
upon the prevailing prices for oil and gas. Oil and gas prices (and consequently
the Partnerships'  profitability)  depend on a number of factors 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),
the level of domestic oil and gas production,  government regulations and taxes,
the  price  and   availability  of  alternative   fuels,  the  overall  economic
environment,  and the availability and capacity of transportation and processing
facilities. The effect of these factors on future



                                      -37-
<PAGE>



oil and gas industry trends cannot be accurately  predicted or  anticipated.  In
addition, the domestic oil and gas industry is highly competitive,  with a large
number of companies and  individuals  engaged in the exploration and development
of oil and gas properties.  Predicting future prices is not possible. Concerning
past trends,  oil and gas prices in the United States have been highly  volatile
for many years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.40 to $2.40 per Mcf range.  However,  due to  unusual  supply and
demand  circumstances  gas prices are  currently  substantially  higher than the
upper end of this range. Substantially all of the Partnerships' gas reserves are
being sold on the "spot  market."  Prices on the spot market are subject to wide
seasonal and regional pricing  fluctuations due to the highly competitive nature
of the spot market. In addition, such spot market sales are generally short-term
in nature  and are  dependent  upon the  obtaining  of  transportation  services
provided by pipelines.  Spot prices for the  Partnerships'  gas  increased  from
approximately  $2.24 per Mcf at December 31, 1999 to approximately $6.03 per Mcf
at  December  31,  2000.  Such prices were on an MMBTU basis and differ from the
prices actually received by the Partnerships due to transportation and marketing
costs, BTU adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
However, production curtailment agreements among major oil producing nations and
other supply and demand  factors have caused  recent oil prices to climb to over
$30.00  per  barrel in some  markets.  It is not known  whether  this trend will
continue.  Prices for the Partnerships' oil increased from approximately  $22.75
per barrel at December 31, 1999 to  approximately  $27.52 per barrel at December
31, 2000.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2000. While it is impossible to predict whether
future oil and gas prices will (i) stabilize,  (ii) increase, or (iii) decrease,
management  believes it is possible that average oil and gas prices for the near
future  may be  somewhat  higher  than the prices  experienced  over the past 10
years.

      As discussed in the "Results of Operations" section below,  volumes of oil
and gas sold also significantly affect the Partnerships'  revenues.  Oil and gas
wells generally  produce the most oil or gas in the earlier years of their lives
and, as production continues, the rate of production naturally declines. At some
point, production physically ceases or becomes no longer



                                      -38-
<PAGE>



economic.  The Partnerships are not acquiring additional oil and gas properties,
and  the  existing  properties  are  not  experiencing   significant  additional
production through drilling or other capital projects. Therefore, volumes of oil
and gas produced  naturally decline from year to year. While it is difficult for
management to predict future production from these properties, it is likely that
this general trend of declining production will continue.

      Despite this general trend of declining  production,  several  factors can
cause the volumes of oil and gas sold to increase or decrease at an even greater
rate over a given  period.  These factors  include,  but are not limited to, (i)
geophysical conditions which cause an acceleration of the decline in production,
(ii) the shutting in of wells (or the opening of previously  shut-in  wells) due
to low  oil  and gas  prices,  mechanical  difficulties,  loss  of a  market  or
transportation, or performance of workovers,  recompletions, or other operations
in the well, (iii) prior period volume adjustments (either positive or negative)
made by the operator or purchasers of the production, (iv) ownership adjustments
in accordance with  agreements  governing the operation or ownership of the well
(such as  adjustments  that occur at  payout),  and (v)  completion  of enhanced
recovery projects which increase  production for the well. Many of these factors
are very  significant  as related  to a single  well or as related to many wells
over a short period of time. However,  due to the large number of wells owned by
the  Partnerships,  these  factors are generally not material as compared to the
normal decline in production experienced on all remaining wells.


      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables  following  "Results  of  Operations"  under the heading  "Average  Sales
Prices,  Production  Volumes,  and Average  Production  Costs."  Following  is a
discussion  of each  Partnerships'  results  of  operations  for the year  ended
December 31, 2000 as compared to the year ended  December 31, 1999,  and for the
year ended December 31, 1999 as compared to the year ended December 31, 1998.


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

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

      Total  oil  and  gas  sales  increased  $2,039,280  (98.4%)  in  2000 as
compared to 1999.  Of this increase, approximately $610,000



                                      -39-
<PAGE>



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

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

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

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

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

      The Limited Partners have received cash distributions through December 31,
2000 totaling $27,732,701 or 105.06% of Limited Partners' capital contributions.








                                      -40-
<PAGE>



                      Year Ended December 31, 1999 Compared
                         to Year Ended December 31, 1998
                      -------------------------------------

      Total oil and gas sales  increased  $42,184  (2.1%) in 1999 as compared to
1998. Of this increase,  approximately $158,000 and $35,000, respectively,  were
related to increases in the average prices of oil and gas sold and approximately
$14,000 was related to an increase in volumes of oil sold.  These increases were
partially offset by a decrease of  approximately  $164,000 related to a decrease
in  volumes of gas sold.  Volumes of oil sold  increased  1,095  barrels,  while
volumes  of gas sold  decreased  76,273  Mcf in 1999 as  compared  to 1998.  The
decrease  in volumes of gas sold was  primarily  due to (i) normal  declines  in
production  and  (ii)  the  receipt  of a  reduced  percentage  of  sales on one
significant  well during 1999 due to the III-A  Partnership's  overproduced  gas
balancing  position in that well. Average oil and gas prices increased to $16.93
per barrel and $2.20 per Mcf,  respectively,  in 1999 from $12.53 per barrel and
$2.15 per Mcf, respectively, in 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $9,645  (1.7%) in 1999 as compared to 1998.  As a
percentage of oil and gas sales, these expenses remained  relatively constant at
28.3% in 1999 and 28.4% in 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $84,570  (17.0%)  in 1999 as  compared  to 1998.  This  decrease  was
primarily  due  to (i)  the  decrease  in  volumes  of gas  sold  and  (ii)  one
significant  well  being  fully  depleted  in 1998 due to the lack of  remaining
economically  recoverable reserves. These decreases were partially offset by two
significant  wells  being fully  depleted  in 1999 due to the lack of  remaining
economically  recoverable  reserves.  As a percentage of oil and gas sales, this
expense decreased to 20.0% in 1999 from 24.6% in 1998. This percentage  decrease
was primarily due to the increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
decreased to 15.0% in 1999 from 15.3% in 1998.

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

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

      Total  oil  and  gas  sales  increased  $1,202,703  (95.5%)  in  2000 as
compared to 1999.  Of this  increase,  approximately  $464,000  and  $557,000,
respectively, were related to increases in the



                                      -41-
<PAGE>



average prices of oil and gas sold and approximately  $122,000 was related to an
increase  in volumes of oil sold.  Volumes of oil and gas sold  increased  6,868
barrels and 26,858 Mcf, respectively,  in 2000 as compared to 1999. The increase
in volumes of oil sold was  primarily  due to  increased  production  in 2000 on
three significant wells due to successful workovers.  Average oil and gas prices
increased  to $29.23 per barrel  and $3.91 per Mcf,  respectively,  in 2000 from
$17.78 per barrel and $2.20 per Mcf, respectively, in 1999.

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

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

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

      The Limited Partners have received cash distributions through December 31,
2000 totaling $16,128,353 or 116.59% of Limited Partners' capital contributions.


                      Year Ended December 31, 1999 Compared
                         to Year Ended December 31, 1998
                      -------------------------------------

      Total oil and gas sales increased  $58,317 (4.9%) in 1999 as compared to
1998.  Of this  increase,  approximately  $164,000 and $20,000,  respectively,
were  related to increases  in the average  prices of oil and gas sold.  These
increases  were  partially  offset by  decreases of  approximately  $7,000 and
$119,000,  respectively,  related to decreases in volumes of oil and gas sold.
Volumes  of  oil  and  gas  sold   decreased   545  barrels  and  55,452  Mcf,
respectively, in 1999 as compared to 1998.  The



                                      -42-
<PAGE>



decrease  in volumes of gas sold was  primarily  due to (i) normal  declines  in
production  and  (ii)  the  receipt  of a  reduced  percentage  of  sales on one
significant  well during 1999 due to the III-B  Partnership's  overproduced  gas
balancing  position in that well. Average oil and gas prices increased to $17.78
per barrel and $2.20 per Mcf,  respectively,  in 1999 from $12.91 per barrel and
$2.14 per Mcf, respectively, in 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $16,812  (5.1%) in 1999 as compared to 1998. As a
percentage of oil and gas sales,  these expenses  remained  constant at 27.5% in
1999 and 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $40,548  (15.2%)  in 1999 as  compared  to 1998.  This  decrease  was
primarily due to the decreases in volumes of oil and gas sold.  These  decreases
were partially offset by two significant  wells being fully depleted in 1999 due
to the lack of remaining  economically  recoverable reserves. As a percentage of
oil and gas sales,  this expense  decreased to 18.0% in 1999 from 22.2% in 1998.
This  percentage  decrease  was  primarily  due to the  increases in the average
prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
decreased to 13.0% in 1999 from 13.6% in 1998.

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

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

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

      Oil and gas production  expenses (including lease operating expenses and
production  taxes)  increased  $427,794  (77.6%) in 2000 as  compared to 1999.
This increase was primarily due to (i) a



                                      -43-
<PAGE>



positive prior period lease operating expense adjustment on one significant well
during 2000, (ii) an increase in production  taxes  associated with the increase
in oil and gas sales, and (iii) a negative prior period lease operating  expense
adjustment on one  significant  well during 1999. As a percentage of oil and gas
sales, these expenses increased to 23.6% in 2000 from 22.5% in 1999.

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

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

      The Limited Partners have received cash distributions through December 31,
2000 totaling $20,504,795 or 83.85% of Limited Partners' capital contributions.


                      Year Ended December 31, 1999 Compared
                         to Year Ended December 31, 1998
                      -------------------------------------

      Total oil and gas sales remained  relatively  constant in 1999 as compared
to 1998. A decrease in oil and gas sales of approximately  $294,000 related to a
decrease  in  volumes  of gas sold was  substantially  offset  by  increases  of
approximately $104,000 and $177,000,  respectively,  related to increases in the
average  prices  of oil and gas sold and  approximately  $13,000  related  to an
increase  in volumes of oil sold.  Volumes of oil sold  increased  951  barrels,
while volumes of gas sold decreased 159,178 Mcf in 1999 as compared to 1998. The
decrease  in volumes of gas sold was  primarily  due to (i) normal  declines  in
production, (ii) positive prior period volume adjustments made by the purchasers
on two  significant  wells during 1998, and (iii) a negative prior period volume
adjustment  made by the  purchaser  on another  significant  well  during  1999.
Average  oil and gas  prices  increased  to $17.90 per barrel and $2.02 per Mcf,
respectively, in 1999 from $13.58 per barrel and $1.85 per Mcf, respectively, in
1998.

      The III-C  Partnership  sold  certain oil and gas  properties  in 1998 and
recognized a $459,040 gain on such sales. No such gains were recognized in 1999.



                                      -44-
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $161,008 (22.6%) in 1999 as compared to 1998. This
decrease was primarily due to a negative  prior period lease  operating  expense
adjustment  made by the  operator  on one  significant  well during  1999.  As a
percentage of oil and gas sales,  these expenses decreased to 22.5% in 1999 from
29.1% in 1998.  This  percentage  decrease was primarily due to the increases in
the  average  prices of oil and gas sold and the dollar  decrease in oil and gas
production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $251,294  (33.8%) in 1999 as  compared  to 1998.  This  decrease  was
primarily due to two  significant  wells being fully depleted in 1998 due to the
lack of remaining economically recoverable reserves. This decrease was partially
offset by several  other  wells  being  fully  depleted in 1999 due to a lack of
remaining  economically  recoverable  reserves.  As a percentage  of oil and gas
sales,  this  expense  decreased  to 20.1%  in 1999  from  30.4%  in 1998.  This
percentage  decrease was primarily due to the increases in average prices of oil
and  gas  sold  and  the  dollar  decrease  in  depreciation,   depletion,   and
amortization.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
remained constant at 11.8% in 1999 and 1998.


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

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

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

      The III-D  Partnership  sold certain oil and gas properties  during 2000
and recognized a $203,942 gain on such sales.  Sales



                                      -45-
<PAGE>



of oil and gas  properties  during  1999  resulted  in the  III-D  Partnership
recognizing a loss of $16.

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

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

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

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


                      Year Ended December 31, 1999 Compared
                         to Year Ended December 31, 1998
                      -------------------------------------

      Total oil and gas sales increased  $217,672 (12.2%) in 1999 as compared to
1998. Of this increase,  approximately $146,000 and $159,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by a  decrease  of  approximately  $90,000  related to a
decrease  in volumes of gas sold.  Volumes of oil sold  increased  240  barrels,
while  volumes of gas sold  decreased  50,285 Mcf in 1999 as  compared  to 1998.
Average  oil and gas  prices  increased  to $15.56 per barrel and $2.02 per Mcf,
respectively, in 1999 from $11.52 per barrel and $1.79 per Mcf, respectively, in
1998.

      Oil and gas production  expenses (including lease operating expenses and
production taxes) decreased $14,605 (2.0%) in 1999



                                      -46-
<PAGE>



as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 35.1% in 1999 from 40.2% in 1998.  This  percentage  decrease  was
primarily due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $293,426  (56.0%) in 1999 as  compared  to 1998.  This  decrease  was
primarily  due to (i) a  reduction  in  the  depletable  base  of  oil  and  gas
properties due to an impairment  provision recorded during the fourth quarter of
1998 and (ii) one significant  well being fully depleted in 1998 due to the lack
of remaining  economically  recoverable reserves. As a percentage of oil and gas
sales,  this  expense  decreased  to 11.5%  in 1999  from  29.3%  in 1998.  This
percentage  decrease was primarily due to the dollar  decrease in  depreciation,
depletion,  and  amortization and the increases in the average prices of oil and
gas sold.

      The III-D  Partnership  recognized a non-cash  charge against  earnings of
$506,636 in the fourth  quarter of 1998.  This charge was related to the decline
in oil and gas prices  used to  determine  recoverability  of proved oil and gas
reserves at December 31, 1998. No similar charge was necessary in 1999.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 7.8% in 1999  from  8.7% in 1998.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.


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

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

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




                                      -47-
<PAGE>



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

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

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

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

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


                      Year Ended December 31, 1999 Compared
                         to Year Ended December 31, 1998
                      -------------------------------------

      Total oil and gas sales increased  $645,860 (10.1%) in 1999 as compared to
1998. Of this increase,  approximately $817,000 and $273,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by decreases  of  approximately  $213,000 and  $231,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 18,739 barrels and 118,220 Mcf, respectively, in 1999
as compared to 1998.  Average oil and gas prices  increased to $15.33 per barrel
and $2.10 per Mcf,



                                      -48-
<PAGE>



respectively,  in 1999 from $11.35 per barrel and $1.95 per Mcf, respectively,
in 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $262,225 (7.1%) in 1999 as compared to 1998. This
increase was  primarily  due to positive  prior period lease  operating  expense
adjustments  made by the operators on two  significant  wells during 1999.  This
increase  was  partially  offset  by a  decrease  in  lease  operating  expenses
associated with the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, these expenses decreased to 56.2% in 1999 from 57.7% in 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $1,505,062  (75.8%) in 1999 as compared to 1998.  This  decrease  was
primarily  due to (i) a  reduction  in  the  depletable  base  of  oil  and  gas
properties due to an impairment  provision recorded during the fourth quarter of
1998 and (ii) significant upward revisions in estimates of remaining oil and gas
reserves  at December  31,  1999.  As a  percentage  of oil and gas sales,  this
expense  decreased to 6.8% in 1999 from 31.0% in 1998. This percentage  decrease
was  primarily  due to the  dollar  decrease  in  depreciation,  depletion,  and
amortization.

      The III-E  Partnership  recognized a non-cash  charge against  earnings of
$3,503,400 in the fourth quarter of 1998. This charge was related to the decline
in oil and gas prices used to determine the recoverability of proved oil and gas
reserves at December 31, 1998. No similar charge was necessary in 1999.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 7.0% in 1999 from 7.8% in 1998,  primarily  due to the increase in
oil and gas sales.


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

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

      Total oil and gas sales increased  $1,122,875  (48.5%) in 2000 as compared
to 1999. Of this increase,  approximately  $524,000 and $945,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases  were  partially  offset by  decreases of  approximately  $198,000 and
$149,000,  respectively,  related to  decreases  in volumes of oil and gas sold.
Volumes  of  oil  and  gas  sold  decreased   11,999  barrels  and  77,999  Mcf,
respectively,  in 2000 as compared to 1999.  The decrease in volumes of oil sold
was  primarily  due to (i) the sale of several  wells during late 1999 and early
2000 and (ii) normal declines in production. The decrease in volumes of



                                      -49-
<PAGE>



gas sold was primarily due to (i) a negative prior period volume adjustment made
by the purchaser on one significant well during 2000 and (ii) normal declines in
production.  Average oil and gas prices increased to $28.49 per barrel and $3.35
per Mcf,  respectively,  in 2000  from  $16.48  per  barrel  and  $1.91 per Mcf,
respectively, in 1999.

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

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

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

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

      The Limited Partners have received cash distributions through December 31,
2000 totaling $13,747,904 or 62.07% of Limited Partners' capital contributions.


                      Year Ended December 31, 1999 Compared
                         to Year Ended December 31, 1998
                      -------------------------------------

      Total oil and gas sales  increased  $165,253 (7.7%) in 1999 as compared to
1998. Of this increase,  approximately $218,000 and $29,000, respectively,  were
related to increases in the average prices of oil and gas sold and approximately
$20,000 was related to an increase in volumes of oil sold.  These increases were
partially offset by a decrease of  approximately  $102,000 related to a decrease
in volumes of gas sold. Volumes of oil sold



                                      -50-
<PAGE>



increased 1,617 barrels,  while volumes of gas sold decreased 54,777 Mcf in 1999
as compared to 1998.  Average oil and gas prices  increased to $16.48 per barrel
and $1.91 per Mcf,  respectively,  in 1999 from  $12.56 per barrel and $1.87 per
Mcf, respectively, in 1998.

      The III-F  Partnership sold certain oil and gas properties during 1999 and
recognized a $139,094 gain on such sales. Sales of oil and gas properties during
1998 resulted in the III-F Partnership recognizing similar gains of $22,073.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $259,357 (21.9%) in 1999 as compared to 1998. This
decrease  was  primarily  due to (i) a negative  prior  period  lease  operating
expense  adjustment  made by the operator on one  significant  well during 1999,
(ii) a decrease in lease operating  expenses due to the reversal of a litigation
accrual,  and (iii)  workover  expenses  and  repair  and  maintenance  expenses
incurred on several  wells  during 1998.  As a percentage  of oil and gas sales,
these expenses  decreased to 40.0% in 1999 from 55.2% in 1998.  This  percentage
decrease  was  primarily  due to the dollar  decrease in oil and gas  production
expenses and the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $301,804  (41.8%) in 1999 as  compared  to 1998.  This  decrease  was
primarily due to several wells being  substantially  depleted in 1998 due to the
lack of remaining economically  recoverable reserves. As a percentage of oil and
gas sales,  this  expense  decreased  to 18.1% in 1999 from 33.6% in 1998.  This
percentage  decrease was primarily due to the dollar  decrease in  depreciation,
depletion, and amortization.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
decreased to 11.3% in 1999 from 12.1% in 1998.


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

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

      Total oil and gas sales increased  $610,690 (42.4%) in 2000 as compared to
1999. Of this increase,  approximately $386,000 and $506,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by decreases  of  approximately  $136,000 and  $145,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 8,279 barrels and 76,633 Mcf,  respectively,  in 2000
as compared to 1999. The decrease in volumes



                                      -51-
<PAGE>



of oil sold was  primarily due to (i) the sale of several wells during late 1999
and early 2000 and (ii) normal  declines in production.  The decrease in volumes
of gas sold was primarily due to (i) a positive  prior period volume  adjustment
made by the  purchaser  on one  significant  well  during  1999 and (ii)  normal
declines  in  production.  Average  oil and gas prices  increased  to $28.50 per
barrel and $3.42 per Mcf, respectively, in 2000 from $16.43 per barrel and $1.90
per Mcf, respectively, in 1999.

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

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

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

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

      The Limited Partners have received cash distributions through December 31,
2000 totaling $7,484,287 or 61.38% of Limited Partners' capital contributions.


                      Year Ended December 31, 1999 Compared
                         to Year Ended December 31, 1998
                      -------------------------------------

      Total oil and gas sales increased  $167,125 (13.1%) in 1999 as compared to
1998. Of this increase,  approximately $156,000 and $12,000, respectively,  were
related to increases in the average prices of oil and gas sold and approximately
$18,000 was related to an increase in volumes of oil sold. These increases



                                      -52-
<PAGE>



were  partially  offset by a  decrease  of  approximately  $19,000  related to a
decrease in volumes of gas sold.  Volumes of oil sold  increased  1,434 barrels,
while  volumes of gas sold  decreased  10,149 Mcf in 1999 as  compared  to 1998.
Average  oil and gas  prices  increased  to $16.43 per barrel and $1.90 per Mcf,
respectively, in 1999 from $12.55 per barrel and $1.87 per Mcf, respectively, in
1998.

      The III-G  Partnership sold certain oil and gas properties during 1999 and
recognized a $124,908 gain on such sales. Sales of oil and gas properties during
1998 resulted in the III-G Partnership recognizing similar gains of $19,340.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $150,532 (20.2%) in 1999 as compared to 1998. This
decrease  was  primarily  due to (i) a negative  prior  period  lease  operating
expense  adjustment  made by the operator on one  significant  well during 1999,
(ii) a decrease in lease operating  expenses due to the reversal of a litigation
accrual,  and (iii)  workover  expenses  and  repair  and  maintenance  expenses
incurred on several  wells  during 1998.  As a percentage  of oil and gas sales,
these expenses  decreased to 41.3% in 1999 from 58.5% in 1998.  This  percentage
decrease  was  primarily  due to the dollar  decrease in oil and gas  production
expenses and the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $193,387  (48.3%) in 1999 as  compared  to 1998.  This  decrease  was
primarily  due to (i) a  reduction  in  the  depletable  base  of  oil  and  gas
properties due to an impairment  provision recorded during the fourth quarter of
1998 and (ii) several wells being substantially depleted in 1998 due to the lack
of remaining  economically  recoverable reserves. As a percentage of oil and gas
sales,  this  expense  decreased  to 14.4%  in 1999  from  31.5%  in 1998.  This
percentage  decrease was primarily due to the dollar  decrease in  depreciation,
depletion, and amortization.

      The III-G  Partnership  recognized a non-cash  charge against  earnings of
$310,413 in the fourth  quarter of 1998.  This charge was related to the decline
in oil and gas prices used to determine the recoverability of proved oil and gas
reserves at December 31, 1998. No similar charge was necessary in 1999.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 10.0% in 1999 from 11.3% in 1998.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.







                                      -53-
<PAGE>




      Average Sale Prices, Production Volumes, and Average Production Costs

      The following  tables are  comparisons of annual average oil and gas sales
prices,  production  volumes,  and average  production  costs  (lease  operating
expenses and production  taxes) per equivalent unit (one barrel or 6 Mcf of gas)
for 2000, 1999, and 1998.



                                      -54-
<PAGE>



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

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


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


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


                                      -55-
<PAGE>




                              1999 Compared to 1998
                              ---------------------

                              Average Sales Prices
----------------------------------------------------------------------------
P/ship             1999                      1998                % Change
------      -------------------        -----------------       -------------
              Oil         Gas            Oil       Gas
            ($/Bbl)     ($/Mcf)        ($/Bbl)   ($/Mcf)        Oil      Gas
            -------     -------        -------   -------       -----    ----
III-A       $16.93       $2.20         $12.53     $2.15         35%      2%
III-B        17.78        2.20          12.91      2.14         38%      3%
III-C        17.90        2.02          13.58      1.85         32%      9%
III-D        15.56        2.02          11.52      1.79         35%     13%
III-E        15.33        2.10          11.35      1.95         35%      8%
III-F        16.48        1.91          12.56      1.87         31%      2%
III-G        16.43        1.90          12.55      1.87         31%      2%


                               Production Volumes
-----------------------------------------------------------------------------
P/ship              1999                      1998                % Change
------      ---------------------      -------------------     --------------
              Oil          Gas          Oil         Gas         Oil      Gas
            (Bbls)        (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
            -------     ---------      -------   ---------     ------   -----
III-A        35,784       665,717       34,689     741,990       3%     (10%)
III-B        33,676       299,745       34,221     355,197      (2%)    (16%)
III-C        23,931       997,209       22,980   1,156,387       4%     (14%)
III-D        36,148       716,804       35,908     767,089       1%     ( 7%)
III-E       205,197     1,856,697      223,936   1,974,917      (8%)    ( 6%)
III-F        55,619       732,832       54,002     787,609       3%     ( 7%)
III-G        40,292       409,664       38,858     419,813       4%     ( 2%)


                            Average Production Costs
                          per Equivalent Barrel of Oil
                  ----------------------------------------
                  P/ship      1999      1998      % Change
                  ------     -----     -----      --------
                  III-A      $3.99     $3.64         10%
                  III-B       4.15      3.53         18%
                  III-C       2.90      3.30         12%
                  III-D       4.52      4.39          3%
                  III-E       7.69      6.68         15%
                  III-F       5.21      6.40         19%
                  III-G       5.47      6.84         20%






                                      -56-
<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
2000  production  levels for future  years,  the  Partnerships'  proved  reserve
quantities at December 31, 2000 would have the following remaining lives:

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

                     III-A               6.8              2.7
                     III-B               6.4              3.2
                     III-C               5.4              6.5
                     III-D               4.7             11.4
                     III-E               5.9             12.1
                     III-F               8.5              8.1
                     III-G               8.8              8.3

These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.  Any  decrease  from the high oil and gas prices at December 31, 2000
may cause a decrease in the estimated life of said reserves.

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

      The  Partnerships  sold certain oil and gas properties  during 2000, 1999,
and  1998.  The sale of the  Partnerships'  properties  was made by the  General
Partner after giving due  consideration  to both the offer price and the General
Partner's  estimate  of the  property's  remaining  proved  reserves  and future
operating  costs. Net proceeds from the sale of such properties were included in
the  calculation  of  the  Partnerships'  cash  distributions  for  the  quarter
immediately following the Partnerships'  receipt of the proceeds.  The amount of
such proceeds from the sale of oil and gas  properties  during 2000,  1999,  and
1998, were as follows:



                                      -57-
<PAGE>




      Partnership           2000            1999           1998
      -----------         ---------       --------       --------
        III-A             $  38,743       $  9,479       $ 25,815
        III-B                13,342            515         35,047
        III-C                71,917          9,048        501,935
        III-D               206,940             -          67,181
        III-E             1,352,609         13,825         77,860
        III-F               349,431        232,143         56,560
        III-G               247,866        153,574         33,830


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

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

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements")  the  Partnerships  will terminate on the dates
indicated  in the "Initial  Termination  Date"  column of the  following  chart.
However, the Partnership  Agreements provide that the General Partner may extend
the term of each Partnership for up to five periods of two years each. As of the
date of this  Annual  Report on Form  10-K405  ("Annual  Report"),  the  General
Partner has extended the terms of the III-A,  III-B,  III-C,  III-D,  III-E, and
III-F  Partnerships for the first two-year extension period. The General Partner
has not  determined  whether it intends to (i) further  extend the terms of such
Partnerships  or (ii)  extend  the term of  III-G  Partnership.  Therefore,  the
Partnerships are currently  scheduled to terminate on the dates indicated in the
"Current Termination Date" column of the following chart.





                                      -58-
<PAGE>




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


      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
2000. 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 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      The Partnerships do not hold any market risk sensitive instruments.


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

      None.




                                      -59-
<PAGE>




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          48     President and Director

      Judy K. Fox              49     Secretary

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

      Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm,  Conner and  Winters,  where his  principal  practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State  University and a Juris  Doctorate  degree from the University of
Texas.  Mr.  Neill also serves as Senior  Vice  President  of Samson  Investment
Company and as President and Director of Samson Properties Incorporated,  Samson
Hydrocarbons Company, Dyco Petroleum  Corporation,  Berry Gas Company,  Circle L
Drilling Company, Snyder Exploration Company, and Compression, Inc.

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


      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 2000 of reports required under Section 16 of the Securities  Exchange Act
of 1934.






                                      -60-
<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.  When actual costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and  affiliates.  The  amount of general  and  administrative
expense allocated to the General Partner and its affiliates which was charged to
each  Partnership  during 2000, 1999, and 1998, is set forth in the table below.
Although the actual  costs  incurred by the General  Partner and its  affiliates
have  fluctuated  during the three years  presented,  the amounts charged to the
Partnerships  have not  fluctuated  due to  expense  limitations  imposed by the
Partnership Agreements.

            Partnership         2000          1999         1998
            -----------       --------      --------     --------

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

      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals  to the  Partnerships'  activities  based on the  allocation  method
described above. The following tables indicate the approximate amount of general
and  administrative  expense  reimbursement  attributable to the salaries of the
directors,  officers,  and employees of the General  Partner and its  affiliates
during 2000, 1999, and 1998:




                                      -61-
<PAGE>
<TABLE>
<CAPTION>




                                                  Salary Reimbursements

                                                    III-A Partnership
                                                    -----------------
                                           Three Years Ended December 31, 2000
                                                                       Long Term Compensation
                                                                   -------------------------------
                                      Annual Compensation                 Awards           Payouts
                                ------------------------------     ---------------------   -------
                                                                                Securi-
                                                         Other                   ties                 All
     Name                                                Annual     Restricted  Under-               Other
      and                                               Compen-       Stock     lying        LTIP   Compen-
   Principal                    Salary        Bonus     sation       Award(s)  Options/     Payouts sation
   Position             Year      ($)          ($)        ($)          ($)      SARs(#)       ($)     ($)
---------------         ----    -------      -------    -------     ---------- --------     ------- -------
<S>                     <C>      <C>           <C>        <C>         <C>         <C>          <C>     <C>
Dennis R. Neill,
President(1)            1998      -            -          -           -           -            -       -
                        1999      -            -          -           -           -            -       -
                        2000      -            -          -           -           -            -       -
All Executive
Officers,
Directors,
and Employees
as a group(2)           1998    $164,445       -          -           -           -            -       -
                        1999    $169,724       -          -           -           -            -       -
                        2000    $164,917       -          -           -           -            -       -
</TABLE>

----------
(1)   The general and  administrative  expenses paid by the III-A  Partnership
      and attributable to salary  reimbursements  do not include any salary or
      other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the III-A  Partnership  and no  individual's  salary or other
      compensation  reimbursement  from the III-A Partnership  equals or exceeds
      $100,000 per annum.



                                      -62-
<PAGE>
<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    III-B Partnership
                                                    -----------------
                                           Three Years Ended December 31, 2000
                                                                       Long Term Compensation
                                                                   -------------------------------
                                       Annual Compensation               Awards            Payouts
                                 -------------------------------   ---------------------   -------
                                                                                 Securi-
                                                          Other                   ties               All
     Name                                                 Annual    Restricted   Under-             Other
      and                                                Compen-      Stock      lying      LTIP    Compen-
   Principal                     Salary       Bonus      sation      Award(s)   Options/   Payouts  sation
   Position             Year       ($)         ($)         ($)         ($)       SARs(#)     ($)      ($)
---------------         ----     -------     -------     -------    ----------  --------   -------  -------
<S>                     <C>      <C>           <C>         <C>        <C>          <C>        <C>      <C>
Dennis R. Neill,
President(1)            1998       -           -           -          -            -          -        -
                        1999       -           -           -          -            -          -        -
                        2000       -           -           -          -            -          -        -
All Executive
Officers,
Directors,
and Employees
as a group(2)           1998     $86,178       -           -          -            -          -        -
                        1999     $88,945       -           -          -            -          -        -
                        2000     $86,425       -           -          -            -          -        -
</TABLE>
----------
(1)   The general and  administrative  expenses paid by the III-B  Partnership
      and attributable to salary  reimbursements  do not include any salary or
      other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the III-B  Partnership  and no  individual's  salary or other
      compensation  reimbursement  from the III-B Partnership  equals or exceeds
      $100,000 per annum.



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



                                                  Salary Reimbursements

                                                    III-C Partnership
                                                    -----------------
                                           Three Years Ended December 31, 2000
                                                                          Long Term Compensation
                                                                     -------------------------------
                                      Annual Compensation                Awards             Payouts
                                 ------------------------------      ---------------------   -------
                                                                                 Securi-
                                                          Other                   ties                 All
     Name                                                 Annual     Restricted  Under-               Other
      and                                                Compen-       Stock     lying        LTIP    Compen-
   Principal                     Salary       Bonus      sation       Award(s)  Options/     Payouts  sation
   Position             Year       ($)         ($)         ($)          ($)      SARs(#)       ($)      ($)
---------------         ----     -------     -------     -------     ---------- ----------   -------- --------
<S>                     <C>      <C>           <C>         <C>         <C>          <C>          <C>      <C>
Dennis R. Neill,
President(1)            1998       -           -           -           -            -            -        -
                        1999       -           -           -           -            -            -        -
                        2000       -           -           -           -            -            -        -
All Executive
Officers,
Directors,
and Employees
as a group(2)           1998     $152,336      -           -           -            -            -        -
                        1999     $157,227      -           -           -            -            -        -
                        2000     $152,774      -           -           -            -            -        -
</TABLE>

----------
(1)   The general and  administrative  expenses paid by the III-C  Partnership
      and attributable to salary  reimbursements  do not include any salary or
      other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the III-C  Partnership  and no  individual's  salary or other
      compensation  reimbursement  from the III-C Partnership  equals or exceeds
      $100,000 per annum.



                                      -64-
<PAGE>
<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    III-D Partnership
                                                    -----------------
                                           Three Years Ended December 31, 2000
                                                                         Long Term Compensation
                                                                    -------------------------------
                                   Annual Compensation                      Awards          Payouts
                                ------------------------------      ---------------------   -------
                                                                                 Securi-
                                                         Other                    ties                All
     Name                                                Annual     Restricted   Under-              Other
      and                                               Compen-       Stock      lying        LTIP   Compen-
   Principal                    Salary       Bonus      sation       Award(s)   Options/     Payouts sation
   Position             Year      ($)         ($)         ($)          ($)       SARs(#)       ($)     ($)
---------------         ----    -------     -------     -------     ----------  ---------    ------- -------
<S>                     <C>     <C>           <C>         <C>         <C>           <C>          <C>     <C>
Dennis R. Neill,
President(1)            1998      -           -           -           -             -            -       -
                        1999      -           -           -           -             -            -       -
                        2000      -           -           -           -             -            -       -
All Executive
Officers,
Directors,
and Employees
as a group(2)           1998    $81,612       -           -           -             -            -       -
                        1999    $84,232       -           -           -             -            -       -
                        2000    $81,846       -           -           -             -            -       -
</TABLE>

----------
(1)   The general and  administrative  expenses paid by the III-D  Partnership
      and attributable to salary  reimbursements  do not include any salary or
      other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the III-D  Partnership  and no  individual's  salary or other
      compensation  reimbursement  from the III-D Partnership  equals or exceeds
      $100,000 per annum.



                                      -65-
<PAGE>
<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    III-E Partnership
                                                    -----------------
                                           Three Years Ended December 31, 2000
                                                                        Long Term Compensation
                                                                   -------------------------------
                                      Annual Compensation                   Awards         Payouts
                                ------------------------------     ---------------------   -------
                                                                                 Securi-
                                                         Other                    ties                All
     Name                                                Annual   Restricted     Under-              Other
      and                                               Compen-     Stock        lying       LTIP   Compen-
   Principal                    Salary       Bonus      sation     Award(s)     Options/    Payouts sation
   Position             Year      ($)         ($)         ($)        ($)         SARs(#)      ($)     ($)
---------------         ----    -------     -------     -------   ----------    --------    ------- -------
<S>                     <C>     <C>           <C>         <C>       <C>            <C>          <C>     <C>
Dennis R. Neill,
President(1)            1998      -           -           -         -              -            -       -
                        1999      -           -           -         -              -            -       -
                        2000      -           -           -         -              -            -       -
All Executive
Officers,
Directors,
and Employees
as a group(2)           1998    $260,558      -           -         -              -            -       -
                        1999    $268,923      -           -         -              -            -       -
                        2000    $261,306      -           -         -              -            -       -
</TABLE>

----------
(1)   The general and  administrative  expenses paid by the III-E  Partnership
      and attributable to salary  reimbursements  do not include any salary or
      other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the III-E  Partnership  and no  individual's  salary or other
      compensation  reimbursement  from the III-E Partnership  equals or exceeds
      $100,000 per annum.



                                      -66-
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

                                                    III-F Partnership
                                                    -----------------
                                           Three Years Ended December 31, 2000
                                                                       Long Term Compensation
                                                                    -------------------------------
                                   Annual Compensation                    Awards            Payouts
                                -------------------------           ---------------------   -------
                                                                                 Securi-
                                                         Other                    ties                All
     Name                                                Annual     Restricted    Under-             Other
      and                                               Compen-       Stock       lying       LTIP   Compen-
   Principal                    Salary       Bonus      sation       Award(s)   Options/     Payouts sation
   Position             Year      ($)         ($)         ($)          ($)       SARs(#)       ($)     ($)
---------------         ----    -------     -------     -------     ----------   --------   -------  -------
<S>                     <C>     <C>           <C>         <C>         <C>           <C>         <C>     <C>
Dennis R. Neill,
President(1)            1998      -           -           -           -             -           -       -
                        1999      -           -           -           -             -           -       -
                        2000      -           -           -           -             -           -       -
All Executive
Officers,
Directors,
and Employees
as a group(2)           1998    $137,970      -           -           -             -           -       -
                        1999    $142,399      -           -           -             -           -       -
                        2000    $138,366      -           -           -             -           -       -
</TABLE>

----------
(1)   The general and  administrative  expenses paid by the III-F  Partnership
      and attributable to salary  reimbursements  do not include any salary or
      other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the III-F  Partnership  and no  individual's  salary or other
      compensation  reimbursement  from the III-F Partnership  equals or exceeds
      $100,000 per annum.



                                      -67-
<PAGE>
<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    III-G Partnership
                                                    -----------------
                                           Three Years Ended December 31, 2000
                                                                       Long Term Compensation
                                                                   -------------------------------
                                     Annual Compensation                  Awards           Payouts
                                ------------------------------     ---------------------   -------
                                                                                Securi-
                                                         Other                   ties                 All
     Name                                                Annual     Restricted  Under-               Other
      and                                               Compen-       Stock     lying        LTIP   Compen-
   Principal                    Salary       Bonus      sation       Award(s)   Options/    Payouts sation
   Position             Year      ($)         ($)         ($)          ($)       SARs(#)      ($)     ($)
---------------         ----    -------     -------     -------     ----------  --------    ------- -------
<S>                     <C>     <C>           <C>         <C>         <C>          <C>          <C>     <C>
Dennis R. Neill,
President(1)            1998      -           -           -           -            -            -       -
                        1999      -           -           -           -            -            -       -
                        2000      -           -           -           -            -            -       -
All Executive
Officers,
Directors,
and Employees
as a group(2)           1998    $75,952       -           -           -            -            -       -
                        1999    $78,390       -           -           -            -            -       -
                        2000    $76,170       -           -           -            -            -       -
</TABLE>

----------
(1)   The general and  administrative  expenses paid by the III-G  Partnership
      and attributable to salary  reimbursements  do not include any salary or
      other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the III-G  Partnership  and no  individual's  salary or other
      compensation  reimbursement  from the III-G Partnership  equals or exceeds
      $100,000 per annum.




                                      -68-
<PAGE>




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

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


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Units as of February 1, 2001 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                            46,864     (17.8%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  46,864     (17.8%)










                                      -69-
<PAGE>



III-B Partnership:
-----------------
   Samson Resources Company                           25,852      (18.7%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 25,852      (18.7%)

III-C Partnership:
-----------------
   Samson Resources Company                           50,452      (20.6%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 50,452      (20.6%)

III-D Partnership:
-----------------
   Samson Resources Company                           28,943      (22.1%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 28,943      (22.1%)

III-E Partnership:
-----------------
   Samson Resources Company                           94,970      (22.7%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 94,970      (22.7%)

III-F Partnership:
-----------------
   Samson Resources Company                           50,540      (22.8%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 50,540      (22.8%)

III-G Partnership:
-----------------
   Samson Resources Company                           27,202      (22.3%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 27,202      (22.3%)



                                      -70-
<PAGE>




ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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




                                      -71-
<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,  2000 and 1999 and for each of the  three
                  years in the period ended  December 31, 2000 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   Agreement of Limited Partnership dated November 17, 1989
                        for Geodyne  Energy  Income  Limited  Partnership  III-A
                        filed as Exhibit 4.1 to  Registrant's  Annual  Report on
                        Form 10-K for the year ended  December 31,  1999,  filed
                        with  the  SEC on  February  25,  2000,  and  is  hereby
                        incorporated by reference.

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



                                      -72-
<PAGE>



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

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

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

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

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

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

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

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



                                      -73-
<PAGE>




            *           4.11  First   Amendment   to   Certificate   of  Limited
                        Partnership  and First Amendment to Agreement of Limited
                        Partnership  dated  February 24, 1993 for Geodyne Energy
                        Income Limited Partnership III-D.

            *           4.12  First   Amendment   to   Certificate   of  Limited
                        Partnership  and First Amendment to Agreement of Limited
                        Partnership  dated  February 24, 1993 for Geodyne Energy
                        Income Limited Partnership III-E.

            *           4.13  First   Amendment   to   Certificate   of  Limited
                        Partnership  and First Amendment to Agreement of Limited
                        Partnership  dated  February 24, 1993 for Geodyne Energy
                        Income Limited Partnership III-F.

            *           4.14  First   Amendment   to   Certificate   of  Limited
                        Partnership  and First Amendment to Agreement of Limited
                        Partnership  dated  February 24, 1993 for Geodyne Energy
                        Income Limited Partnership III-G.

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

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

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



                                      -74-
<PAGE>



            *     4.18  Second  Amendment to Agreement of Limited  Partnership
                        dated  August  4,  1993  for  Geodyne   Energy  Income
                        Limited Partnership III-D.

            *     4.19  Second  Amendment to Agreement of Limited  Partnership
                        dated  August  4,  1993  for  Geodyne   Energy  Income
                        Limited Partnership III-E.

            *     4.20  Second  Amendment to Agreement of Limited  Partnership
                        dated  August  4,  1993  for  Geodyne   Energy  Income
                        Limited Partnership III-F.

            *     4.21  Second  Amendment to Agreement of Limited  Partnership
                        dated  August  4,  1993  for  Geodyne   Energy  Income
                        Limited Partnership III-G.

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

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

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

            *     4.25  Third  Amendment to  Agreement of Limited  Partnership
                        dated  August  31,  1995  for  Geodyne  Energy  Income
                        Limited Partnership III-D.

            *     4.26  Third  Amendment to  Agreement of Limited  Partnership
                        dated  August  31,  1995  for  Geodyne  Energy  Income
                        Limited Partnership III-E.

            *     4.27  Third  Amendment to  Agreement of Limited  Partnership
                        dated  August  31,  1995  for  Geodyne  Energy  Income
                        Limited Partnership III-F.



                                      -75-
<PAGE>



            *     4.28  Third  Amendment to  Agreement of Limited  Partnership
                        dated  August  31,  1995  for  Geodyne  Energy  Income
                        Limited Partnership III-G.


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

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

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

            *     4.32  Fourth  Amendment to Agreement of Limited  Partnership
                        dated  July 1,  1996  for the  Geodyne  Energy  Income
                        Limited Partnership III-D.

            *     4.33  Fourth  Amendment to Agreement of Limited  Partnership
                        dated  July 1,  1996  for the  Geodyne  Energy  Income
                        Limited Partnership III-E.

            *     4.34  Fourth  Amendment to Agreement of Limited  Partnership
                        dated  July 1,  1996  for the  Geodyne  Energy  Income
                        Limited Partnership III-F.

            *     4.35  Fourth  Amendment to Agreement of Limited  Partnership
                        dated  July 1,  1996  for the  Geodyne  Energy  Income
                        Limited Partnership III-G.

                  4.36  Fifth  Amendment to  Agreement of Limited  Partnership
                        dated November 15, 1999 for



                                      -76-
<PAGE>



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

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

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

            *     4.39  Fifth  Amendment to  Agreement of Limited  Partnership
                        dated  August 23, 2000 for the Geodyne  Energy  Income
                        Limited Partnership III-D.

            *     4.40  Fifth  Amendment to  Agreement of Limited  Partnership
                        dated  November 15, 2000 for the Geodyne Energy Income
                        Limited Partnership III-E.

            *     4.41  Fifth  Amendment to  Agreement of Limited  Partnership
                        dated  February 5, 2001 for the Geodyne  Energy Income
                        Limited Partnership III-F.

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

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

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



                                      -77-
<PAGE>



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

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

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

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

                        All other Exhibits are omitted as inapplicable.

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

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

            None.




                                      -78-
<PAGE>




                                   SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly organized.

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

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner

                                          March 5, 2001

                                    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 5, 2001
      -------------------       Director (Principal
          Dennis R. Neill       Executive Officer)

      /s/ Patrick M. Hall       (Principal               March 5, 2001
      -------------------       Financial and
          Patrick M. Hall       Accounting Officer)

      /s/ Judy K. Fox           Secretary                March 5, 2001
      -------------------
          Judy K. Fox


                                      -79-
<PAGE>
Item 8:     Financial Statements and Supplementary Data

                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-A, an Oklahoma limited  partnership,  at December
31, 2000 and 1999, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2000,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.



                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 22, 2001




                                      -F1-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                                 Balance Sheets
                           December 31, 2000 and 1999

                                     ASSETS
                                     ------
                                              2000                1999
                                          ------------        ------------
CURRENT ASSETS:
   Cash and cash equivalents               $  910,878          $  379,613
   Accounts receivable:
      Oil and gas sales                       813,549             325,691
                                            ---------           ---------
         Total current assets              $1,724,427          $  705,304

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                           1,513,421           1,808,851

DEFERRED CHARGE                               347,775             279,651
                                            ---------           ---------
                                           $3,585,623          $2,793,806
                                            =========           =========

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

CURRENT LIABILITIES:
   Accounts payable                        $   42,504          $   49,195
   Gas imbalance payable                       34,470              31,659
                                            ---------           ---------

      Total current liabilities            $   76,974          $   80,854

ACCRUED LIABILITY                          $   53,630          $   50,052

PARTNERS' CAPITAL (DEFICIT):
   General Partner                        ($  132,196)        ($  194,823)
   Limited Partners, issued and
      outstanding, 263,976 Units            3,587,215           2,857,723
                                            ---------           ---------
         Total Partners' capital           $3,455,019          $2,662,900
                                            ---------           ---------
                                           $3,585,623          $2,793,806
                                            =========           =========

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



                                      -F2-
<PAGE>




                   GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                              Statements of Operations
                For the Years Ended December 31, 2000, 1999, and 1998

                                      2000             1999             1998
                                  ------------     ------------     ------------
REVENUES:
   Oil and gas sales               $4,111,261       $2,071,981       $2,029,797
   Interest income                     26,015           10,120           16,726
   Gain on sale of oil
      and gas properties                7,670              883           21,281
                                    ---------        ---------        ---------
                                   $4,144,946       $2,082,984       $2,067,804

COSTS AND EXPENSES:
   Lease operating                 $  525,707       $  426,510         $412,509
   Production tax                     327,504          159,247          163,603
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                  277,866          414,145          498,715
   General and
      administrative                  314,077          311,283          311,430
                                    ---------        ---------        ---------
                                   $1,445,154       $1,311,185       $1,386,257
                                    ---------        ---------        ---------

NET INCOME                         $2,699,792       $  771,799         $681,547
                                    =========        =========        =========

GENERAL PARTNER - NET
   INCOME                          $  275,300       $   54,650          $53,190
                                    =========        =========        =========

LIMITED PARTNERS - NET
   INCOME                          $2,424,492       $  717,149         $628,357
                                    =========        =========        =========
NET INCOME per Unit                $     9.18       $     2.72            $2.38
                                    =========        =========        =========
UNITS OUTSTANDING                     263,976          263,976          263,976
                                    =========        =========        =========

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



                                      -F3-
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                    Statements of Partners' Capital (Deficit)
              For the Years Ended December 31, 2000, 1999, and 1998

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

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

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

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

Balance, Dec. 31, 2000         $3,587,215      ($132,196)      $3,455,019
                                =========        =======        =========


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



                                      -F4-
<PAGE>




                   GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                              Statements of Cash Flows
                For the Years Ended December 31, 2000, 1999, and 1998

                                     2000             1999             1998
                                 ------------     ------------     ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                     $2,699,792       $  771,799       $  681,547
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                   277,866          414,145          498,715
      Gain on sale of oil
        and gas properties       (     7,670)     (       883)     (    21,281)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales        (   487,858)     (    43,583)         242,433
      Decrease in accounts
        receivable - other               -                -                308
      Increase in deferred
        charge                   (    68,124)     (    13,119)     (    66,810)
      Increase (decrease) in
        accounts payable         (     6,691)     (    12,816)          22,389
      Increase (decrease) in
        gas imbalance payable          2,811              756      (     7,515)
      Increase (decrease) in
        accrued liability              3,578      (    26,793)          24,940
                                   ---------        ---------        ---------

   Net cash provided by
      operating activities        $2,413,704       $1,089,506       $1,374,726
                                   ---------        ---------        ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures          ($   13,509)     ($    8,919)     ($   55,973)
   Proceeds from sale of oil
      and gas properties              38,743            9,479           25,815
                                   ---------        ---------        ---------

   Net cash provided (used)
      by investing activities     $   25,234       $      560      ($   30,158)
                                   ---------        ---------        ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions            ($1,907,673)     ($  923,148)     ($1,654,244)
                                   ---------        ---------        ---------



                                      -F5-
<PAGE>



   Net cash used by
      financing activities       ($1,907,673)     ($  923,148)     ($1,654,244)
                                   ---------        ---------        ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      $  531,265       $  166,918      ($  309,676)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            379,613          212,695          522,371
                                   ---------        ---------        ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD               $  910,878       $  379,613       $  212,695
                                   =========        =========        =========

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




                                      -F6-
<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-B, an Oklahoma limited  partnership,  at December
31, 2000 and 1999, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2000,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.


                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 22, 2001




                                      -F7-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                                 Balance Sheets
                           December 31, 2000 and 1999

                                     ASSETS
                                     ------
                                                2000              1999
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  496,576        $  227,298
   Accounts receivable:
      Oil and gas sales                         456,541           214,859
                                              ---------         ---------
         Total current assets                $  953,117        $  442,157

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                               857,340         1,018,525

DEFERRED CHARGE                                 259,291           229,634
                                              ---------         ---------
                                             $2,069,748        $1,690,316
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $   24,984        $   32,585
   Gas imbalance payable                         16,493            16,517
                                              ---------         ---------

      Total current liabilities              $   41,477        $   49,102

ACCRUED LIABILITY                            $   29,080        $   33,458

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($   38,756)      ($   79,362)
   Limited Partners, issued and
      outstanding, 138,336 Units              2,037,947         1,687,118
                                              ---------         ---------
         Total Partners' capital             $1,999,191        $1,607,756
                                              ---------         ---------

                                             $2,069,748        $1,690,316
                                              =========         =========


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



                                      -F8-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           Statements of Operations
             For the Years Ended December 31, 2000, 1999, and 1998

                                  2000             1999              1998
                              ------------     ------------      ------------
REVENUES:
   Oil and gas sales           $2,462,438       $1,259,735        $1,201,418
   Interest income                 14,670            5,200             8,819
   Gain on sale of oil
      and gas properties              -                372            33,787
                                ---------        ---------         ---------
                               $2,477,108       $1,265,307        $1,244,024

COSTS AND EXPENSES:
   Lease operating             $  327,214       $  252,191          $233,081
   Production tax                 198,067           94,728            97,026
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties              156,750          226,627           267,175
   General and
      administrative              166,167          163,875           163,659
                                ---------        ---------         ---------
                               $  848,198       $  737,421          $760,941
                                ---------        ---------         ---------

NET INCOME                     $1,628,910       $  527,886          $483,083
                                =========        =========         =========
GENERAL PARTNER - NET
   INCOME                      $  264,081       $  110,131          $108,544
                                =========        =========         =========
LIMITED PARTNERS - NET
   INCOME                      $1,364,829       $  417,755          $374,539
                                =========        =========         =========

NET INCOME per Unit            $     9.87       $     3.02        $     2.71
                                =========        =========         =========

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


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



                                      -F9-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2000, 1999, and 1998


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

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

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

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

Balance, Dec. 31, 2000           $2,037,947     ($ 38,756)     $1,999,191
                                  =========       =======       =========

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



                                     -F10-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                            Statements of Cash Flows
              For the Years Ended December 31, 2000, 1999, and 1998

                                    2000              1999            1998
                                ------------      ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                    $1,628,910         $527,886       $  483,083
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                  156,750          226,627          267,175
      Gain on sale of oil
        and gas properties             -           (     372)     (    33,787)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales       (   241,682)       (  50,041)         142,906
      Decrease in accounts
        receivable - other             -                -                 130
      Increase in deferred
        charge                  (    29,657)       (  36,324)     (    57,014)
      Increase (decrease) in
        accounts payable        (     7,601)          10,927            2,226
      Increase (decrease) in
        gas imbalance payable   (        24)       (   1,905)          11,746
      Increase (decrease) in
        accrued liability       (     4,378)       (   7,978)          12,942
                                  ---------          -------        ---------

   Net cash provided by
      operating activities       $1,502,318         $668,820       $  829,407
                                  ---------          -------        ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures         ($    8,907)       ($  2,915)     ($   11,667)
   Proceeds from sale of oil
      and gas properties             13,342              515           35,047
                                  ---------          -------        ---------

   Net cash provided (used)
      by investing activities    $    4,435        ($  2,400)      $   23,380
                                  ---------          -------        ---------




                                     -F11-
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions           ($1,237,475)       ($556,477)      ($1,040,720)
                                  ---------          -------         ---------
   Net cash used by
      financing activities      ($1,237,475)       ($556,477)      ($1,040,720)
                                  ---------          -------         ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS     $  269,278         $109,943       ($  187,933)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           227,298          117,355           305,288
                                  ---------          -------         ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD              $  496,576         $227,298        $  117,355
                                  =========          =======         =========


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



                                     -F12-
<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-C, an Oklahoma limited  partnership,  at December
31, 2000 and 1999, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2000,  in  conformity  with
accounting  principles  generally accepted in the United States of America These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.


                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 22, 2001



                                     -F13-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                                 Balance Sheets
                           December 31, 2000 and 1999

                                     ASSETS
                                     ------

                                                2000              1999
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  903,268        $  482,914
   Accounts receivable:
      Oil and gas sales                         892,011           444,436
                                              ---------         ---------
         Total current assets                $1,795,279        $  927,350

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             2,063,939         2,323,346

DEFERRED CHARGE                                  90,048           197,269
                                              ---------         ---------
                                             $3,949,266        $3,447,965
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $   71,731        $   50,407
   Gas imbalance payable                         16,667            44,727
                                              ---------         ---------

      Total current liabilities              $   88,398        $   95,134

ACCRUED LIABILITY                            $  158,958        $  156,396

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  152,824)      ($  168,448)
   Limited Partners, issued and
      outstanding, 244,536 Units              3,854,734         3,364,883
                                              ---------         ---------
         Total Partners' capital             $3,701,910        $3,196,435
                                              ---------         ---------
                                             $3,949,266        $3,447,965
                                              =========         =========


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



                                     -F14-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            Statements of Operations
              For the Years Ended December 31, 2000, 1999, and 1998

                                  2000              1999             1998
                              ------------      ------------      ------------
REVENUES:
   Oil and gas sales            $4,150,431        $2,446,824        $2,447,005
   Interest income                  30,221            13,260            19,716
   Gain (loss) on sale of
      oil and gas properties        71,916       (       281)          459,040
                                 ---------         ---------         ---------
                                $4,252,568        $2,459,803        $2,925,761
COSTS AND EXPENSES:
   Lease operating              $  694,315        $  379,785          $532,167
   Production tax                  284,509           171,245           179,871
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties               284,946           491,692           742,986
   General and
      administrative               290,696           288,580           288,053
                                 ---------         ---------         ---------
                                $1,554,466        $1,331,302        $1,743,077
                                 ---------         ---------         ---------

NET INCOME                      $2,698,102        $1,128,501        $1,182,684
                                 =========         =========         =========
GENERAL PARTNER - NET
   INCOME                       $  143,251        $   75,430        $   87,868
                                 =========         =========         =========

LIMITED PARTNERS - NET
   INCOME                       $2,554,851        $1,053,071        $1,094,816
                                 =========         =========         =========

NET INCOME per Unit             $    10.45        $     4.31        $     4.48
                                 =========         =========         =========

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


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



                                     -F15-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2000, 1999, and 1998


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

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

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

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

Balance, Dec. 31, 2000         $3,854,734       ($152,824)     $3,701,910
                                =========         =======       =========


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



                                     -F16-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            Statements of Cash Flows
              For the Years Ended December 31, 2000, 1999, and 1998

                                    2000              1999            1998
                                ------------      ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                     $2,698,102        $1,128,501      $1,182,684
   Adjustments  to  reconcile
     net  income  to net cash
     provided  by  operating
     activities:
     Depreciation, deple-
       tion, and amortiza-
       tion of oil and gas
       properties                    284,946           491,692         742,986
     (Gain) loss on sale of
       oil and gas properties    (    71,916)              281     (   459,040)
     (Increase) decrease in
       accounts receivable -
       oil and gas sales         (   447,575)      (    63,461)        116,708
      Decrease in accounts
       receivable - other                -                 -                54
     (Increase) decrease in
       deferred charge               107,221       (   126,420)         15,800
      Increase (decrease) in
       accounts payable               21,324             7,695     (    10,337)
      Increase (decrease) in
       gas imbalance payable     (    28,060)           19,248     (     5,014)
      Increase in accrued
       liability                       2,562             4,725           8,843
                                   ---------         ---------       ---------
   Net cash provided by
      operating activities        $2,566,604        $1,462,261      $1,592,684
                                   ---------         ---------       ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures          ($   25,540)      ($   44,522)    ($  123,095)
   Proceeds from sale of oil
      and gas properties              71,917             9,048         501,935
                                   ---------         ---------       ---------
   Net cash provided (used)
      by investing activities     $   46,377       ($   35,474)     $  378,840
                                   ---------         ---------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions            ($2,192,627)      ($1,284,593)    ($2,171,715)
                                   ---------         ---------       ---------
   Net cash used by
      financing activities       ($2,192,627)      ($1,284,593)    ($2,171,715)
                                   ---------         ---------       ---------



                                     -F17-
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      $  420,354        $  142,194     ($  200,191)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            482,914           340,720         540,911
                                   ---------         ---------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD               $  903,268        $  482,914      $  340,720
                                   =========         =========       =========


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



                                     -F18-
<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-D, an Oklahoma limited  partnership,  at December
31, 2000 and 1999, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2000,  in  conformity  with
accounting  principles  generally accepted in the United States of America These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.


                                    PricewaterhouseCoopers LLP

Tulsa, Oklahoma
February 22, 2001



                                     -F19-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                                 Balance Sheets
                           December 31, 2000 and 1999

                                     ASSETS
                                     ------

                                                 2000              1999
                                             ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $  561,839        $  338,669
   Accounts receivable:
      Oil and gas sales                          606,226           371,197
                                               ---------         ---------
         Total current assets                 $1,168,065        $  709,866

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                                803,342         1,047,894

DEFERRED CHARGE                                   15,855            52,412
                                               ---------         ---------
                                              $1,987,262        $1,810,172
                                               =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                           $   70,538        $   74,391
   Gas imbalance payable                           3,555             2,361
                                               ---------         ---------

      Total current liabilities               $   74,093        $   76,752

ACCRUED LIABILITY                             $  192,229        $  181,185

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   58,871)      ($   66,221)
   Limited Partners, issued and
      outstanding, 131,008 Units               1,779,811         1,618,456
                                               ---------         ---------
         Total Partners' capital              $1,720,940        $1,552,235
                                               ---------         ---------
                                              $1,987,262        $1,810,172
                                               =========         =========


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



                                     -F20-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            Statements of Operations
              For the Years Ended December 31, 2000, 1999, and 1998

                                     2000             1999            1998
                                 ------------     ------------    ------------
REVENUES:
   Oil and gas sales              $3,095,191       $2,007,243      $1,789,571
   Interest income                    22,906            8,459           9,293
   Gain (loss) on sale of
      oil and gas properties         203,942      (        16)         59,491
                                   ---------        ---------       ---------
                                  $3,322,039       $2,015,686      $1,858,355
COSTS AND EXPENSES:
   Lease operating                $  689,575       $  566,376      $  596,143
   Production tax                    205,988          137,675         122,513
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                 265,983          230,648         524,074
   Impairment provision                 -                -            506,636
   General and
      administrative                 157,727          155,698         155,025
                                   ---------        ---------       ---------
                                  $1,319,273       $1,090,397      $1,904,391
                                   ---------        ---------       ---------

NET INCOME (LOSS)                 $2,002,766       $  925,289     ($   46,036)
                                   =========        =========       =========
GENERAL PARTNER - NET
   INCOME                         $  109,411       $   55,068          38,462
                                   =========        =========       =========

LIMITED PARTNERS - NET
   INCOME (LOSS)                  $1,893,355       $  870,221     ($   84,498)
                                   =========        =========       =========

NET INCOME (LOSS) per Unit        $    14.45       $     6.64     ($      .64)
                                   =========        =========       =========

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


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


                                     -F21-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2000, 1999, and 1998


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

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

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

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

Balance, Dec. 31, 2000         $1,779,811       ($ 58,871)      $1,720,940
                                =========         =======        =========


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



                                     -F22-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            Statements of Cash Flows
              For the Years Ended December 31, 2000, 1999, and 1998

                                      2000             1999            1998
                                   ------------     ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                 $2,002,766       $  925,289    ($   46,036)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                      265,983          230,648        524,074
      Impairment provision                 -                -           506,636
      (Gain) loss on sale of oil
       and gas properties           (   203,942)              16    (    59,491)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales           (   235,029)     (   102,494)        93,072
      (Increase) decrease in
        deferred charge                  36,557      (    42,950)         9,413
      Increase (decrease) in
        accounts payable            (     3,853)          18,395    (    58,290)
      Increase (decrease) in
        gas imbalance payable             1,194      (     2,093)         4,454
      Increase (decrease) in
        accrued liability                11,044      (     1,454)   (    19,295)
                                      ---------        ---------      ---------
   Net cash provided by
      operating activities           $1,874,720       $1,025,357     $  954,537
                                      ---------        ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   24,429)     ($   41,676)   ($   64,034)
   Proceeds from sale of oil
      and gas properties                206,940             -            67,181
                                      ---------        ---------      ---------

   Net cash provided (used)
      by investing activities        $  182,511      ($   41,676)    $    3,147
                                      ---------        ---------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,834,061)     ($  817,788)   ($1,083,872)
                                      ---------        ---------      ---------
   Net cash used by
      financing activities          ($1,834,061)     ($  817,788)   ($1,083,872)
                                      ---------        ---------      ---------



                                     -F23-
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $  223,170       $  165,893    ($  126,188)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               338,669          172,776        298,964
                                      ---------        ---------      ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  561,839       $  338,669     $  172,776
                                      =========        =========      =========

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



                                     -F24-
<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-E, an Oklahoma limited  partnership,  at December
31, 2000 and 1999, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2000,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.


                                    PricewaterhouseCoopers LLP

Tulsa, Oklahoma
February 22, 2001



                                     -F25-
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                 Balance Sheets
                           December 31, 2000 and 1999

                                     ASSETS
                                     ------

                                                2000              1999
                                            -------------     -------------
CURRENT ASSETS:
   Cash and cash equivalents                 $1,627,830        $1,445,029
   Accounts receivable:
      Oil and gas sales                       1,815,573         1,403,065
                                              ---------         ---------
         Total current assets                $3,443,403        $2,848,094

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             2,565,859         2,776,902

DEFERRED CHARGE                                 129,472           117,235
                                              ---------         ---------
                                             $6,138,734        $5,742,231
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $  407,887        $  398,764
   Gas imbalance payable                         48,446            34,902
                                              ---------         ---------
      Total current liabilities              $  456,333        $  433,666

ACCRUED LIABILITY                            $  512,557        $  530,662

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  240,721)      ($  259,526)
   Limited Partners, issued and
      outstanding, 418,266 Units              5,410,565         5,037,429
                                              ---------         ---------
         Total Partners' capital             $5,169,844        $4,777,903
                                              ---------         ---------
                                             $6,138,734        $5,742,231
                                              =========         =========

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




                                     -F26-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                            Statements of Operations
              For the Years Ended December 31, 2000, 1999, and 1998

                                       2000             1999          1998
                                   -------------    ------------   ------------
REVENUES:
   Oil and gas sales                $10,477,026      $7,046,449     $6,400,589
   Interest income                       87,675          27,474         41,408
   Gain (loss) on sale of
      oil and gas properties          1,324,494            -            36,219
                                     ----------       ---------      ---------
                                    $11,889,195      $7,073,923     $6,478,216

COSTS AND EXPENSES:
   Lease operating                  $ 2,978,697      $3,504,062     $3,253,691
   Production tax                       673,810         453,337        441,483
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                    407,584         479,272       1,984,334
   Impairment provision                    -               -          3,503,400
   General and
      administrative                    498,519         496,279         498,977
                                     ----------       ---------       ---------
                                    $ 4,558,610      $4,932,950      $9,681,885
                                     ----------       ---------       ---------

NET INCOME (LOSS)                   $ 7,330,585      $2,140,973     ($3,203,669)
                                     ==========       =========       =========
GENERAL PARTNER - NET
   INCOME                           $   378,449      $  124,846      $   57,256
                                     ==========       =========       =========
LIMITED PARTNERS - NET
   INCOME (LOSS)                    $ 6,952,136      $2,016,127     ($3,260,925)
                                     ==========       =========       =========

NET INCOME (LOSS)
  per Unit                          $     16.62      $     4.82     ($     7.80)
                                     ==========       =========       =========

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


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



                                     -F27-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2000, 1999, and 1998


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

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

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

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

Balance, Dec. 31, 2000          $ 5,410,565     ($240,721)     $ 5,169,844
                                 ==========       =======       ==========


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



                                     -F28-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                            Statements of Cash Flows
              For the Years Ended December 31, 2000, 1999, and 1998

                                      2000              1999           1998
                                  ------------      ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)               $7,330,585        $2,140,973     ($3,203,669)
   Adjustments to reconcile
     net income (loss) to net
     cash provided by operating
     activities:
     Depreciation, deple-
       tion, and amortiza-
       tion of oil and gas
       properties                     407,584           479,272       1,984,334
     Impairment provision                -                 -          3,503,400
     Gain on sale of oil and
       gas properties             ( 1,324,494)             -        (    36,219)
     (Increase) decrease in
       accounts receivable -
       oil and gas sales          (   412,508)      (   582,987)        541,719
     (Increase)Decrease in
       deferred charge            (    12,237)           10,422          76,430
     Increase (decrease) in
       accounts payable                 9,123            95,875     (   390,629)
     Increase (decrease) in
       gas imbalance payable           13,544       (   143,616)         35,769
     Increase (decrease) in
       accrued liability          (    18,105)          232,176     (    22,457)
                                    ---------         ---------       ---------

   Net cash provided by
      operating activities          $5,993,492        $2,232,115     $2,488,678
                                     ---------         ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($  224,656)      ($   79,519)   ($    2,926)
   Proceeds from sale of oil
      and gas properties             1,352,609            13,825         77,860
                                     ---------         ---------      ---------
   Net cash provided (used)
      by investing activities       $1,127,953       ($   65,694)    $   74,934
                                     ---------         ---------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($6,938,644)      ($1,204,589)   ($3,194,989)
                                     ---------         ---------      ---------
   Net cash used by
      financing activities         ($6,938,644)      ($1,204,589)   ($3,194,989)
                                     ---------         ---------      ---------



                                     -F29-
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        $  182,801        $  961,832    ($  631,377)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            1,445,029           483,197      1,114,574
                                     ---------         ---------      ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $1,627,830        $1,445,029     $  483,197
                                     =========         =========      =========


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



                                     -F30-
<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-F, an Oklahoma limited  partnership,  at December
31, 2000 and 1999, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2000,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.





                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 22, 2001



                                     -F31-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                 Balance Sheets
                           December 31, 2000 and 1999

                                     ASSETS
                                     ------
                                                2000              1999
                                            ------------      -------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  754,880        $  803,913
   Accounts receivable:
      Oil and gas sales                         667,613           424,488
                                              ---------         ---------
         Total current assets                $1,422,493        $1,228,401

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             2,163,648         2,405,074

DEFERRED CHARGE                                  52,414            56,227
                                              ---------         ---------
                                             $3,638,555        $3,689,702
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $   58,215        $   77,807
   Gas imbalance payable                         15,251            55,092
                                              ---------         ---------

      Total current liabilities              $   73,466        $  132,899

ACCRUED LIABILITY                            $  107,023        $  135,208

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  135,914)      ($  154,318)
   Limited Partners, issued and
      outstanding, 221,484 Units              3,593,980         3,575,913
                                              ---------         ---------
         Total Partners' capital             $3,458,066        $3,421,595
                                              ---------         ---------

                                             $3,638,555        $3,689,702
                                              =========         =========


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



                                     -F32-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                            Statements of Operations
              For the Years Ended December 31, 2000, 1999, and 1998

                                   2000             1999            1998
                               ------------     -------------   -------------
REVENUES:
   Oil and gas sales             $3,437,321       $2,314,446       $2,149,193
   Interest income                   29,160           13,888           20,060
   Gain on sale of oil
      and gas properties            277,211          139,094           22,073
                                  ---------        ---------        ---------
                                 $3,743,692       $2,467,428       $2,191,326

COSTS AND EXPENSES:
   Lease operating               $  699,072       $  818,404       $1,036,153
   Production tax                   168,163          107,706          149,314
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                345,084          419,639          721,443
   General and
      administrative                263,571          261,483          260,699
                                  ---------        ---------        ---------
                                 $1,475,890       $1,607,232       $2,167,609
                                  ---------        ---------        ---------

NET INCOME                       $2,267,802       $  860,196       $   23,717
                                  =========        =========        =========
GENERAL PARTNER - NET
   INCOME                        $  125,735       $   59,101       $   29,041
                                  =========        =========        =========
LIMITED PARTNERS - NET
   INCOME (LOSS)                 $2,142,067       $  801,095      ($    5,324)
                                  =========        =========        =========

NET INCOME (LOSS)
  per Unit                       $     9.67       $     3.62      ($      .02)
                                  =========        =========         =========

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


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



                                     -F33-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2000, 1999, and 1998


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

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

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

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

Balance, Dec. 31, 2000        $3,593,980       ($135,914)      $3,458,066
                               =========         =======        =========


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



                                     -F34-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                            Statements of Cash Flows
              For the Years Ended December 31, 2000, 1999, and 1998

                                      2000             1999            1998
                                  ------------      ----------     ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $2,267,802        $860,196      $   23,717
   Adjustments  to  reconcile
     net  income  to net cash
     provided  by  operating
     activities:
     Depreciation, deple-
       tion, and amortiza-
       tion of oil and gas
       properties                     345,084         419,639         721,443
     Gain on sale of oil and
       gas properties             (   277,211)      ( 139,094)    (    22,073)
     (Increase) decrease in
       accounts receivable -
       oil and gas sales          (   243,125)      ( 144,898)        193,156
     Decrease in accounts
       receivable - other                -              9,631            -
     Decrease in deferred
       charge                           3,813          22,870          45,296
     Decrease in accounts
       payable                    (    19,592)      (  56,034)    (    32,122)
     Increase (decrease) in
       gas imbalance payable      (    39,841)      (  68,549)          3,777
     Increase (decrease) in
       accrued liability          (    28,185)      (  36,527)         12,460
                                    ---------         -------       ---------

   Net cash provided by
      operating activities         $2,008,745        $867,234      $  945,654
                                    ---------         -------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($  175,878)      ($ 69,027)           -
   Proceeds from sale of oil
      and gas properties              349,431         232,143          56,560
                                    ---------         -------       ---------

   Net cash provided
      by investing activities      $  173,553        $163,116      $   56,560
                                    ---------         -------       ---------




                                     -F35-
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($2,231,331)      ($543,198)    ($1,226,835)
                                    ---------         -------       ---------
   Net cash used by
      financing activities        ($2,231,331)      ($543,198)    ($1,226,835)
                                    ---------         -------       ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      ($   49,033)       $487,152     ($  224,621)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             803,913         316,761         541,382
                                    ---------         -------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  754,880        $803,913      $  316,761
                                    =========         =======       =========

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



                                     -F36-
<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-G, an Oklahoma limited  partnership,  at December
31, 2000 and 1999, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2000,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.





                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 22, 2001



                                     -F37-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                                 Balance Sheets
                           December 31, 2000 and 1999

                                     ASSETS
                                     ------
                                                2000              1999
                                            ------------      -------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  434,158        $  475,226
   Accounts receivable:
      Oil and gas sales                         393,688           259,524
                                              ---------         ---------
         Total current assets                $  827,846        $  734,750

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             1,154,241         1,230,211

DEFERRED CHARGE                                  35,238            36,477
                                              ---------         ---------
                                             $2,017,325        $2,001,438
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $   35,944        $   48,611
   Gas imbalance payable                          6,446             7,548
                                              ---------         ---------

      Total current liabilities              $   42,390        $   56,159

ACCRUED LIABILITY                            $   71,912        $   80,069

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          (    79,337)      ($   91,045)
   Limited Partners, issued and
      outstanding, 121,925 Units              1,982,360         1,956,255
                                              ---------         ---------
         Total Partners' capital             $1,903,023        $1,865,210
                                              ---------         ---------

                                             $2,017,325        $2,001,438
                                              =========         =========


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



                                     -F38-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                            Statements of Operations
              For the Years Ended December 31, 2000, 1999, and 1998

                                    2000              1999           1998
                                 ------------      ------------   ------------
REVENUES:
   Oil and gas sales              $2,050,390        $1,439,700     $1,272,575
   Interest income                    16,417             7,733         11,090
   Gain on sale of oil
      and gas properties             241,256           124,908         19,340
                                   ---------         ---------      ---------
                                  $2,308,063        $1,572,341     $1,303,005

COSTS AND EXPENSES:
   Lease operating                $  452,963        $  529,060       $660,066
   Production tax                     99,277            64,851         84,377
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                 172,725           206,953        400,340
   Impairment provision                 -                 -           310,413
   General and
      administrative                 146,053           144,031        143,465
                                   ---------         ---------      ---------
                                  $  871,018        $  944,895     $1,598,661
                                   ---------         ---------      ---------

NET INCOME (LOSS)                 $1,437,045        $  627,446      ($295,656)
                                   =========         =========      =========
GENERAL PARTNER - NET
   INCOME                         $   77,940        $   39,264     $   13,093
                                   =========         =========      =========
LIMITED PARTNERS - NET
   INCOME (LOSS)                  $1,359,105        $  588,182      ($308,749)
                                   =========         =========      =========

NET INCOME (LOSS)
  per Unit                        $    11.15        $     4.82    ($     2.53)
                                   =========         =========      =========

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


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



                                     -F39-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2000, 1999, and 1998


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

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

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

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

Balance, Dec. 31, 2000         $1,982,360       ($79,337)       $1,903,023
                                =========         ======         =========


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



                                     -F40-
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                            Statements of Cash Flows
              For the Years Ended December 31, 2000, 1999, and 1998

                                       2000             1999           1998
                                    ------------      ----------     ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                 $1,437,045        $627,446       ($295,656)
   Adjustments to reconcile
     net income (loss) to net
     cash provided by operating
     activities:
     Depreciation, deple-
       tion, and amortiza-
       tion of oil and gas
       properties                       172,725         206,953         400,340
     Impairment provision                  -               -            310,413
     Gain on sale of oil and
      gas properties                (   241,256)      ( 124,908)        (19,340)
     (Increase) decrease in
       accounts receivable -
       oil and gas sales            (   134,164)      (  95,723)        121,888
     Decrease in accounts
       receivable - General
       Partner                             -               -             13,140
     Decrease in accounts
       receivable - other                  -              6,369            -
     Decrease in deferred
       charge                             1,239          13,903          25,026
     Decrease in accounts
       payable                      (    12,667)      (  25,224)        (28,090)
     Increase (decrease) in
       gas imbalance payable        (     1,102)      (  52,767)            708
     Increase (decrease) in
       accrued liability            (     8,157)      (  31,152)         21,911
                                      ---------         -------         -------

   Net cash provided by
      operating activities           $1,213,663        $524,897        $550,340
                                      ---------         -------         -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  103,365)      ($ 38,468)       ($11,316)
   Proceeds from sale of oil
      and gas properties                247,866         153,574          33,830
                                      ---------         -------         -------

   Net cash provided
      by investing activities        $  144,501        $115,106         $22,514
                                      ---------         -------         -------



                                     -F41-
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,399,232)      ($334,335)      ($754,459)
                                      ---------         -------         -------
   Net cash used by
      financing activities          ($1,399,232)      ($334,335)      ($754,459)
                                      ---------         -------         -------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        ($   41,068)       $305,668       ($181,605)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               475,226         169,558         351,163
                                      ---------         -------         -------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  434,158        $475,226        $169,558
                                      =========         =======         =======


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



                                     -F42-
<PAGE>




            GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                         Notes to Financial Statements
             For the Years Ended December 31, 2000, 1999, and 1998


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


      Organization and Nature of Operations

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

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

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

      Pursuant to the terms of the partnership  agreements for the Partnerships,
the Partnerships  would have terminated or will terminate on the dates indicated
in the "Initial  Termination Date" column of the following chart.  However,  the
General  Partner may extend the term of each  Partnership for up to five periods
of two years each.  As of the date of these  financial  statements,  the General
Partner has extended the terms of the III-A,  III-B,  III-C,  III-D,  III-E, and
III-F  Partnerships for the first two-year extension period. The General Partner
has not  determined  whether it intends to (i) further  extend the terms of such
Partnerships or (ii) extend the term of the III-G  Partnership.  Therefore,  the
Partnerships are currently  scheduled to terminate on the dates indicated in the
"Current Termination Date" column of the following chart.




                                     -F43-
<PAGE>



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

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


      An affiliate of the General  Partner owned the following Units at December
31, 2000:

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

               III-A               46,864                 17.8%
               III-B               25,852                 18.7%
               III-C               50,452                 20.6%
               III-D               28,943                 22.1%
               III-E               94,970                 22.7%
               III-F               50,540                 22.8%
               III-G               27,202                 22.3%

      The  Partnerships'  sole business is the development and production of oil
and gas.  Substantially  all of the  Partnerships'  gas  reserves are being sold
regionally  on the "spot  market." Due to the highly  competitive  nature of the
spot market, prices on the spot market are subject to wide seasonal and regional
pricing  fluctuations.  In addition,  such spot market sales are generally short
term in nature and are dependent upon obtaining transportation services provided
by pipelines.  The Partnerships' oil is sold at or near the Partnerships'  wells
under  short-term  purchase  contracts  at  prevailing  arrangements  which  are
customary in the oil industry. The prices received for the Partnerships' oil and
gas are subject to influences such as global consumption and supply trends.


      Allocation of Costs and Revenues

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



                                     -F44-
<PAGE>




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

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

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

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




                                     -F45-
<PAGE>




      Cash and Cash Equivalents

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


      Credit Risks

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


      Oil and Gas Properties

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

      Depletion of the costs of producing oil and gas  properties,  amortization
of related  intangible  drilling and  development  costs,  and  depreciation  of
tangible  lease  and well  equipment  are  computed  on the  units-of-production
method.   The  Partnerships'   calculation  of  depreciation,   depletion,   and
amortization  includes  estimated  dismantlement  and abandonment  costs, net of
estimated salvage values.  The depreciation,  depletion,  and amortization rates
per equivalent  barrel of oil produced during the years ended December 31, 2000,
1999, and 1998 were as follows:




                                     -F46-
<PAGE>




            Partnership       2000        1999        1998
            -----------       -----       -----       -----

               III-A          $1.70       $2.82       $3.15
               III-B           1.65        2.71        2.86
               III-C           1.54        2.59        3.44
               III-D           1.95        1.48        3.20
               III-E            .93         .93        3.59
               III-F           2.26        2.36        3.89
               III-G           1.97        1.91        3.68


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

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their proved oil and gas properties at the field level. If the unamortized costs
of oil and gas properties within a field exceed the expected undiscounted future
cash flows from such  properties,  the cost of the properties is written down to
fair value,  which is determined by using the discounted  future cash flows from
the properties.  During 1998, the III-D, III-E and III-G  Partnerships  recorded
non-cash   charges  against  earnings   (impairment   provisions)  of  $506,636,
$3,503,400  and  $310,413  respectively.  No other  impairment  provisions  were
recorded by the Partnerships during the three years ended December 31, 2000. The
risk  that the  Partnerships  will be  required  to  record  similar  impairment
provisions in the future increases as oil and gas prices decrease.


      Deferred Charge

      Deferred Charge  represents  costs deferred for lease  operating  expenses
incurred  in  connection  with the  Partnerships'  underproduced  gas  imbalance
positions.  The rate used in calculating  the deferred  charge is the average of
the annual  production costs per Mcf. At December 31, 2000 and 1999,  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:




                                     -F47-
<PAGE>


                                2000                      1999
                        --------------------       --------------------
      Partnership         Mcf        Amount          Mcf        Amount
      -----------       -------     --------       -------     --------

         III-A          400,063     $347,775       399,160     $279,651
         III-B          234,419      259,291       232,141      229,634
         III-C          153,169       90,048       392,263      197,269
         III-D           15,538       15,855        61,509       52,412
         III-E           65,685      129,472        66,740      117,235
         III-F           47,422       52,414        49,522       56,227
         III-G           25,518       35,238        27,352       36,477


      Accrued Liability

      Accrued liability  represents charges accrued for lease operating expenses
incurred  in  connection  with  the  Partnerships'  overproduced  gas  imbalance
positions.  The rate used in calculating the accrued liability is the average of
the annual  production costs per Mcf. At December 31, 2000 and 1999,  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:

                                2000                       1999
                        --------------------       --------------------
   Partnership            Mcf        Amount          Mcf        Amount
   -----------          -------     --------       -------     --------

      III-A              61,693     $ 53,630        71,441     $ 50,052
      III-B              26,291       29,080        33,823       33,458
      III-C             270,383      158,958       310,989      156,396
      III-D             188,386      192,229       212,633      181,185
      III-E             260,036      512,557       302,096      530,662
      III-F              96,871      107,023       119,084      135,208
      III-G              52,076       71,912        60,040       80,069


      Oil and Gas Sales and Gas Imbalance Payable

      The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships'  wells under short-term purchase
contracts  at  prevailing  prices  in  accordance  with  arrangements  which are
customary  in  the  oil  and  gas  industry.  Sales  of  gas  applicable  to the
Partnerships'  interest in producing  oil and gas leases are recorded as revenue
when  the gas is  metered  and  title  transferred  pursuant  to the  gas  sales
contracts covering the Partnerships' interest in gas reserves. During such times
as a  Partnership's  sales of gas exceed its pro rata ownership in a well,  such
sales are recorded as revenue unless total sales from the well have exceeded the
Partnership's share of estimated total gas reserves underlying the property,  at
which time such  excess is recorded  as a  liability.  The rates per Mcf used to
calculate this liability



                                     -F48-
<PAGE>



are based on the  average  gas prices  received  for the volumes at the time the
overproduction  occurred.  This  also  approximates  the  price  for  which  the
Partnerships  are currently  settling this  liability.  At December 31, 2000 and
1999  total  sales  exceeded  the  Partnerships'  share of  estimated  total gas
reserves as follows:

                                2000                       1999
                        --------------------       --------------------
   Partnership            Mcf        Amount          Mcf        Amount
   -----------          -------     --------       -------     --------

      III-A              22,980      $34,470        21,106      $31,659
      III-B              10,995       16,493        11,011       16,517
      III-C              11,111       16,667        29,818       44,727
      III-D               2,370        3,555         1,574        2,361
      III-E              32,297       48,446        23,268       34,902
      III-F              10,167       15,251        36,728       55,092
      III-G               4,297        6,446         5,032        7,548


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

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


      General and Administrative Overhead

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


      Use of Estimates in Financial Statements

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



                                     -F49-
<PAGE>



significant  estimates  which could  materially  differ from the actual  amounts
ultimately realized.


      Income Taxes

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


2.    TRANSACTIONS WITH RELATED PARTIES

      The  Partnerships  reimburse  the  General  Partner  for the  general  and
administrative  overhead applicable to the Partnerships,  based on an allocation
of actual costs  incurred by the General  Partner.  When actual  costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and affiliates.  The General Partner believes this allocation
method is reasonable.  Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged to the Partnerships  have not fluctuated due to the expense  limitations
imposed by the  Partnership  Agreement.  The  following is a summary of payments
made to the General  Partner or its affiliates by the  Partnerships  for general
and  administrative  overhead costs for the years ended December 31, 2000, 1999,
and 1998:

            Partnership         2000           1999           1998
            -----------       --------       --------       --------

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


      Affiliates  of the  Partnerships  operate  certain  of  the  Partnerships'
properties  and  their  policy  is to bill the  Partnerships  for all  customary
charges and cost reimbursements associated with these activities,  together with
any compressor rentals, consulting, or other services provided. Such charges are
comparable  to third  party  charges in the area where the wells are located and
are the same as charged to other working interest owners in the wells.





                                     -F50-
<PAGE>



3.    MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten  percent or more of each  Partnership's  combined  oil and gas sales  during
2000, 1999, and 1998:

   Partnership              Purchaser                      Percentage
   -----------      ------------------------       --------------------------
                                                   2000       1999      1998
                                                   -----      -----     -----

      III-A         Valero Industrial Gas
                      L.P. ("Valero")              24.8%      27.2%     30.8%
                    El Paso Energy Marketing
                      Company ("El Paso")          24.1%      26.7%     33.9%
                    Phibro Energy, Inc.
                      ("Phibro")                   23.9%      22.8%     17.0%

      III-B         Phibro                         25.6%      25.4%     18.7%
                    Valero                         18.8%      21.4%     23.9%
                    El Paso                        18.1%      20.2%     26.7%
                    Sun Refining & Marketing
                      Company                      14.2%      17.0%     14.4%

      III-C         El Paso                        58.2%      59.0%     55.5%

      III-D         El Paso                        56.6%      58.5%     54.9%
                    Eaglwing Trading, Inc.
                      ("Eaglwing")                 21.8%      15.8%     15.3%

      III-E         Eaglwing                       43.8%      35.4%     30.1%
                    El Paso                        16.3%      12.1%     12.6%

      III-F         El Paso                        37.8%      28.2%     28.3%
                    Eaglwing                       13.5%        -         -
                    Amoco Production Co.           11.1%      10.6%       -

      III-G         El Paso                        31.6%      23.7%     24.5%
                    Eaglwing                       14.9%        -         -
                    Amoco Production Co.           12.2%      11.5%       -

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





                                     -F51-
<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, 2000 and 1999 were as follows:

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

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

   Proved properties                         $15,563,951       $15,787,198

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 14,050,530)     ( 13,978,347)
                                              ----------        ----------
         Net oil and gas
            Properties                       $ 1,513,421       $ 1,808,851
                                              ==========        ==========

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

                                                2000              1999
                                            -------------     -------------
   Proved properties                         $ 9,323,727       $ 9,328,173

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        (  8,466,387)     (  8,309,648)
                                              ----------        ----------
         Net oil and gas
            Properties                       $   857,340       $ 1,018,525
                                              ==========        ==========




                                     -F52-
<PAGE>



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

                                                2000              1999
                                            -------------     -------------
   Proved properties                         $17,983,626       $19,173,840

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 15,919,687)     ( 16,850,494)
                                              ----------        ----------

         Net oil and gas
            Properties                       $ 2,063,939       $ 2,323,346
                                              ==========        ==========

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

                                                2000              1999
                                            -------------     -------------
   Proved properties                         $10,778,960       $12,080,692

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        (  9,975,618)     ( 11,032,798)
                                              ----------        ----------

         Net oil and gas
            Properties                       $   803,342       $ 1,047,894
                                              ==========        ==========

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

                                                2000              1999
                                            -------------     -------------
   Proved properties                         $32,150,380       $34,158,149

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 29,584,521)     ( 31,381,247)
                                              ----------        ----------

         Net oil and gas
            Properties                       $ 2,565,859       $ 2,776,902
                                              ==========        ==========




                                     -F53-
<PAGE>



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

                                                2000              1999
                                            -------------     -------------
   Proved properties                         $15,201,085       $15,578,299

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 13,037,437)     ( 13,173,225)
                                              ----------        ----------

         Net oil and gas
            Properties                       $ 2,163,648       $ 2,405,074
                                              ==========        ==========

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

                                                2000              1999
                                            -------------     -------------
   Proved properties                         $ 8,618,076       $ 8,905,525

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        (  7,463,835)     (  7,675,314)
                                              ----------        ----------

         Net oil and gas
            Properties                       $ 1,154,241       $ 1,230,211
                                              ==========        ==========




                                     -F54-
<PAGE>



      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition or exploration  activities during the years ended December 31, 2000,
1999, and 1998.  Costs incurred by the  Partnerships  in connection with oil and
gas property development activities for the years ended December 31, 2000, 1999,
and 1998 were as follows:

            Partnership         2000          1999         1998
            -----------       --------      --------     --------

               III-A          $ 13,509      $ 8,919      $ 55,973
               III-B             8,907        2,915        11,667
               III-C            25,540       44,522       123,095
               III-D            24,429       41,676        64,034
               III-E           224,656       79,519         2,926
               III-F           175,878       69,027          -
               III-G           103,365       38,468        11,316


      Quantities of Proved Oil and Gas Reserves - Unaudited

      The  following  tables   summarize   changes  in  net  quantities  of  the
Partnerships' proved reserves,  all of which are located in the United States of
America,  for the periods  indicated.  The proved reserves at December 31, 2000,
1999, and 1998 were estimated by petroleum  engineers  employed by affiliates of
the  Partnerships.  Certain  reserve  information  was  reviewed  by Ryder Scott
Company,   L.P.,  an  independent  petroleum  engineering  firm.  The  following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volumes to differ from the reserve  reports  prepared by the General Partner and
reviewed by Ryder Scott.





                                     -F55-
<PAGE>



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

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

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

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

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

Proved reserves, Dec. 31, 2000                   134,841        4,627,887
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 1998                              86,204        4,604,490
                                                 =======        =========
   December 31, 1999                             116,761        4,061,061
                                                 =======        =========
   December 31, 2000                             129,658        4,576,603
                                                 =======        =========





                                     -F56-
<PAGE>



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

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

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

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

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

Proved reserves, Dec. 31, 2000                   128,777        2,081,540
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 1998                              87,403        2,105,919
                                                 =======        =========
   December 31, 1999                             119,351        1,872,029
                                                 =======        =========
   December 31, 2000                             125,359        2,047,715
                                                 =======        =========




                                     -F57-
<PAGE>



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

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

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

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

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

Proved reserves, Dec. 31, 2000                   127,243        5,412,690
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 1998                             134,527        5,754,200
                                                 =======        =========
   December 31, 1999                             148,826        5,371,134
                                                 =======        =========
   December 31, 2000                             127,243        5,412,690
                                                 =======        =========





                                     -F58-
<PAGE>



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

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

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

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

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

Proved reserves, Dec. 31, 2000                   359,321        2,955,669
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 1998                             125,866        2,838,890
                                                 =======        =========
   December 31, 1999                             376,088        2,799,943
                                                 =======        =========
   December 31, 2000                             359,321        2,955,669
                                                 =======        =========





                                     -F59-
<PAGE>



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

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

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

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

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

Proved reserves, Dec. 31, 2000                   2,216,123       8,951,531
                                                 =========      ==========

PROVED DEVELOPED RESERVES:
   December 31, 1998                               601,310       8,016,475
                                                 =========      ==========
   December 31, 1999                             2,344,025       8,080,765
                                                 =========      ==========
   December 31, 2000                             2,216,123       8,951,531
                                                 =========      ==========




                                     -F60-
<PAGE>



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

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

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

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

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

Proved reserves, Dec. 31, 2000                   352,584        5,532,849
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 1998                             231,882        4,726,953
                                                 =======        =========
   December 31, 1999                             389,809        4,164,530
                                                 =======        =========
   December 31, 2000                             352,584        5,532,849
                                                 =======        =========




                                     -F61-
<PAGE>



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


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

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

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

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

Proved reserves, Dec. 31, 2000                   266,027        2,947,046
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 1998                             171,790        2,525,720
                                                 =======        =========
   December 31, 1999                             292,988        2,268,783
                                                 =======        =========
   December 31, 2000                             266,027        2,947,046
                                                 =======        =========


      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, 2000  relating to proved oil and gas reserves
based on the standardized measure as prescribed in SFAS No. 69:




                                     -F62-
<PAGE>



                                                     Partnership
                                          ---------------------------------
                                              III-A               III-B
                                          -------------       -------------
      Future cash inflows                  $32,266,699         $16,411,922
      Future production and
         development costs                (  5,604,845)       (  3,100,277)
                                            ----------          ----------

            Future net cash
               flows                       $26,661,854         $13,311,645

      10% discount to
         reflect timing of
         cash flows                       (  8,766,272)       (  4,112,991)
                                            ----------          ----------

      Standardized measure
         of discounted
         future net cash
         flows                             $17,895,582         $ 9,198,654
                                            ==========          ==========


                                                     Partnership
                                          ---------------------------------
                                              III-C               III-D
                                          -------------       -------------
      Future cash inflows                  $35,986,895         $27,898,756
      Future production and
         development costs                (  7,660,860)       (  9,517,691)
                                            ----------          ----------

            Future net cash
               flows                       $28,326,035         $18,381,065

      10% discount to
         reflect timing of
         cash flows                       ( 10,375,723)       (  6,331,418)
                                            ----------          ----------

      Standardized measure
         of discounted
         future net cash
         flows                             $17,950,312         $12,049,647
                                            ==========          ==========





                                     -F63-
<PAGE>



                                                      Partnership
                                          ---------------------------------
                                              III-E               III-F
                                          -------------       -------------
      Future cash inflows                  $122,991,267        $45,176,464
      Future production and
         development costs                (  51,536,671)      ( 12,864,799)
                                            -----------         ----------

            Future net cash
               flows                       $ 71,454,596        $32,311,665

      10% discount to
         reflect timing of
         cash flows                       (  30,802,399)      ( 14,499,507)
                                            -----------         ----------

      Standardized measure
         of discounted
         future net cash
         flows                             $ 40,652,197        $17,812,158
                                            ===========         ==========


                                           Partnership
                                          -------------
                                              III-G
                                          -------------
      Future cash inflows                  $ 26,264,926
      Future production and
         development costs                (   7,930,768)
                                            -----------

            Future net cash
               flows                       $ 18,334,158

      10% discount to
         reflect timing of
         cash flows                       (   8,233,071)
                                            -----------

      Standardized measure
         of discounted
         future net cash
         flows                             $ 10,101,087
                                            ===========


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;



                                     -F64-
<PAGE>



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'  estimated future cash
inflows as of December 31, 2000 were  determined  using the  following  year end
prices:

               Partnership       Oil (per BBL)      Gas (per Mcf)
               -----------       -------------      -------------

                   III-A             $29.35             $6.12
                   III-B              29.22              6.08
                   III-C              29.47              5.96
                   III-D              28.34              5.72
                   III-E              28.16              6.08
                   III-F              30.07              6.22
                   III-G              30.17              6.15



                                     -F65-
<PAGE>




5.    QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2000 and 1999 are as
      follows:

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

                                                  2000

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

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



                                                  1999

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

Total Revenues          $422,681        $515,829         $597,142       $547,332
Gross Profit (1)         271,183         400,350          444,239        381,455
Net Income                57,205         215,604          264,407        234,583
Limited Partners'
   Net Income
   Per Unit                  .19             .76              .93            .84

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



                                     -F66-
<PAGE>



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

                                                  2000

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

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



                                                  1999

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

Total Revenues            $223,189        $279,849       $381,358       $380,911
Gross Profit (1)           123,912         213,449        284,064        296,963
Net Income                  14,394         116,698        181,819        214,975
Limited Partners'
   Net Income                  .03             .66           1.05           1.28
   Per Unit

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



                                     -F67-
<PAGE>



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

                                                  2000

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

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


                                                  1999

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

Total Revenues            $472,639        $590,555       $704,483     $  692,126
Gross Profit (1)           313,098         457,132        528,761        609,782
Net Income                  97,259         268,443        341,798        421,001
Limited Partners'
   Net Income
   Per Unit                    .36            1.02           1.31           1.62

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



                                     -F68-
<PAGE>



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

                                                  2000

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

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



                                                  1999

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

Total Revenues           $394,998        $475,021        $545,489       $600,178
Gross Profit (1)          198,880         326,323         368,536        417,896
Net Income                 73,977         217,117         266,455        367,740
Limited Partners'
   Net Income
   Per Unit                   .51            1.56            1.91           2.66

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



                                     -F69-
<PAGE>



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

                                                  2000

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

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



                                                  1999

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

Total Revenues         $1,176,115       $1,513,877      $1,883,853    $2,500,078
Gross Profit (1)          182,620          745,018         993,218     1,195,668
Net Income (Loss)        (114,304)         480,868         736,591     1,037,818
Limited Partners'
   Net Income (Loss)         (.27)            1.08            1.66          2.35
   Per Unit

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



                                     -F70-
<PAGE>



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

                                                  2000

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

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



                                                  1999

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

Total Revenues           $441,458        $485,968        $720,161       $819,841
Gross Profit (1)          223,706         183,585         488,227        645,800
Net Income                  8,273          (1,997)        283,129        570,791
Limited Partners'
   Net Income
   Per Unit                   .01            (.03)           1.19           2.45

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




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

                                                  2000

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

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



                                                  1999

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

Total Revenues           $267,877        $298,417        $455,968       $550,079
Gross Profit (1)          113,424         100,848         311,887        452,271
Net Income (Loss)         (12,843)         (7,647)        188,709        459,227
Limited Partners'
   Net Income                (.13)           (.08)           1.44           3.59
   Per Unit

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





                                     -F71-
<PAGE>





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



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

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

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

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

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

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

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

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

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




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

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

*4.11       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment  to Agreement of Limited  Partnership  dated  February 24,
            1993 for Geodyne Energy Income Limited Partnership III-D.

*4.12       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment  to Agreement of Limited  Partnership  dated  February 24,
            1993 for Geodyne Energy Income Limited Partnership III-E.

*4.13       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment  to Agreement of Limited  Partnership  dated  February 24,
            1993 for Geodyne Energy Income Limited Partnership III-F.

*4.14       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment  to Agreement of Limited  Partnership  dated  February 24,
            1993 for Geodyne Energy Income Limited Partnership III-G.

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

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

4.17        Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne  Energy Income Limited  Partnership  III-C filed as
            Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
            ended December



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            31, 1999, filed with the SEC on  February  25,  2000,  and is hereby
            incorporated by reference.

*4.18       Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne Energy Income Limited Partnership III-D.

*4.19       Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne Energy Income Limited Partnership III-E.

*4.20       Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne Energy Income Limited Partnership III-F.

*4.21       Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne Energy Income Limited Partnership III-G.

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

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

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

*4.25       Third Amendment to Agreement of Limited Partnership dated August 31,
            1995 for Geodyne Energy Income Limited Partnership III-D.

*4.26       Third Amendment to Agreement of Limited Partnership dated August 31,
            1995 for Geodyne Energy Income Limited Partnership III-E.




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*4.27       Third Amendment to Agreement of Limited Partnership dated August 31,
            1995 for Geodyne Energy Income Limited Partnership III-F.

*4.28       Third Amendment to Agreement of Limited Partnership dated August 31,
            1995 for Geodyne Energy Income Limited Partnership III-G.

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

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

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

*4.32       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,
            1996 for the Geodyne Energy Income Limited Partnership III-D.

*4.33       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,
            1996 for the Geodyne Energy Income Limited Partnership III-E.

*4.34       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,
            1996 for the Geodyne Energy Income Limited Partnership III-F.

*4.35       Fourth  Amendment to Agreement of Limited  Partnership  dated July
            1, 1996 for the Geodyne Energy Income Limited Partnership III-G.

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



                                     -F76-
<PAGE>




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

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

*4.39       Fifth Amendment to Agreement of Limited Partnership dated August 23,
            2000 for the Geodyne Energy Income Limited Partnership III-D.

*4.40       Fifth Amendment to Agreement of Limited  Partnership  dated November
            15, 2000 for the Geodyne Energy Income Limited Partnership III-E.

*4.41       Fifth Amendment to Agreement of Limited  Partnership  dated February
            5, 2001 for the Geodyne Energy Income Limited Partnership III-F.

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

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

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

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

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

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

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


            All other Exhibits are omitted as inapplicable.

      ----------

      * Filed herewith.


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