FORM 10-K
                      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, 2006

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

                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
                 -----------------------------------------------
             (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
            Oklahoma                      III-F:  73-1377737
---------------------------------       ----------------------
(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 if the Registrant is a well-known  seasoned issuer,
as defined in Rule 405 of the Securities Act.

                  Yes    X    No
            ----        ----

      Indicate by check mark if the  Registrant  is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

                  Yes    X    No
            ----        ----




                                      -1-
<PAGE>





      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.


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

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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-K or any amendment to this
Form 10-K.

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

      Indicate  by check mark  whether  the  Registrant  is a large  accelerated
filer,  an accelerated  filer,  or a  non-accelerated  filer.  See definition of
"accelerated  filer and large  accelerated  filer" in Rule 12b-2 of the Exchange
Act (check one):

                   Large accelerated filer
            -----
                   Accelerated filer
            -----
              X    Non-accelerated filer
            -----

      Indicate  by check mark  whether  the  Registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act).

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

      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-K
                               TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 1A.    RISK FACTORS...............................................9
      ITEM 1B.    UNRESOLVED STAFF COMMENTS.................................15
      ITEM 2.     PROPERTIES................................................15
      ITEM 3.     LEGAL PROCEEDINGS.........................................37
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......39

PART II.....................................................................39
      ITEM 5.     MARKET FOR UNITS, RELATED LIMITED PARTNER MATTERS, AND
                  ISSUER PURCHASES OF UNITS.................................39
      ITEM 6.     SELECTED FINANCIAL DATA...................................42
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................49
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................80
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............80
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................80
      ITEM 9A.    CONTROLS AND PROCEDURES...................................81
      ITEM 9B.    OTHER INFORMATION.........................................81

PART III....................................................................81
      ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS OF THE GENERAL PARTNER,
                  AND CORPORATE GOVERNANCE..................................81
      ITEM 11.    EXECUTIVE COMPENSATION....................................83
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT............................................91
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
                  DIRECTOR INDEPENDENCE.....................................93
      ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES....................94

PART IV.....................................................................96
      ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES................96

      SIGNATURES...........................................................108





                                      -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"),  and Geodyne Energy Income Limited  Partnership III-F (the "III-F
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

      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,  2006,  Samson owned
interests in approximately  12,000 oil and gas wells located in 19 states of the
United States, Alberta Canada, and the United Kingdom North Sea. At December 31,
2006, Samson operated approximately 4,000 oil and gas wells located in 15 states
of the United States and Alberta Canada.

      Until liquidation (see "Partnership  Termination" below), the Partnerships
are  engaged  in the  business  of owning  interests  in  producing  oil and gas
properties  located in the continental  United States. The Partnerships may also
engage to a limited  extent in  development  drilling on  producing  oil and gas
properties as required for the prudent management of the Partnerships.



                                      -4-
<PAGE>



      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,  2007,  Samson  employed  approximately  1,200  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,  and Corporate
Governance."

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

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements") the Partnerships were scheduled to terminate on
the dates  indicated in the "Initial  Termination  Date" column of the following
chart. However, the Partnership  Agreements provide that the General Partner may
extend the term of each  Partnership  for up to five  periods of two years each.
The General  Partner has extended the terms of the  Partnerships  for the fourth
two-year  extension  period to the dates  indicated in the "Current  Termination
Date" column on the following chart:

                     Initial           Extensions          Current
Partnership     Termination Date       Exercised      Termination Date
-----------    ------------------      ---------      ------------------
   III-A       November 22, 1999           4          November 22, 2007
   III-B       January 24, 2000            4          December 31, 2007
   III-C       February 28, 2000           4          December 31, 2007
   III-D       September 5, 2000           4          December 31, 2007
   III-E       December 26, 2000           4          December 31, 2007
   III-F       March 7, 2001               4          December 31, 2007

On February 5, 2007, the General Partner mailed a notice to the limited partners
indicating that the Partnerships will terminate at the end of their current term
as listed above. See "Item 7. Management's  Discussion and Analysis of Financial
Condition  and  Results  of  Operations"  for  more  information  regarding  the
termination and liquidation of the Partnerships.


      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.




                                      -5-
<PAGE>



      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.  However,  substantial increases in the
global  price  of  steel  as well as  increases  in the  prices  for oil and gas
supplies and services  will further  increase the costs of any future  workover,
recompletion or drilling activities conducted by the Partnerships.


      Competition and Marketing

      The primary source of liquidity and Partnership cash  distributions  comes
from the net revenues  generated  from the sale of oil and gas produced from the
Partnerships' oil and gas properties.  During the past year, the sale of oil and
gas properties has also generated significant revenues for the Partnerships. The
level of net  revenues  is highly  dependent  upon the total  volumes of oil and
natural gas sold. Oil and gas reserves are depleting  assets and will experience
production declines over time, thereby likely resulting in reduced net revenues.
The level of net revenues is also highly  dependent upon the prices received for
oil and gas sales,  which prices have  historically  been very  volatile and may
continue to be so.

      Additionally,  lower oil and  natural  gas prices may reduce the amount of
oil and gas that is economic to produce  and reduce the  Partnerships'  revenues
and cash flow.  Various  factors  beyond the  Partnerships'  control will affect
prices for oil and natural gas, such as:

      *  Worldwide and domestic supplies of oil and natural gas;
      *  The ability of the members of the  Organization of Petroleum  Exporting
         Countries ("OPEC") to agree upon and maintain oil prices and production
         quotas;
      *  Political instability or armed  conflict in  oil-producing  regions  or
         around major shipping areas;
      *  The level of consumer demand and overall economic activity;
      *  The competitiveness of alternative fuels;
      *  Weather conditions and the impact of weather-related events;
      *  The availability and proximity of pipelines for transportation;
      *  Domestic and foreign government regulations and taxes;
      *  Market expectations; and
      *  The effect of worldwide energy conservation.



                                      -6-
<PAGE>




      It is not  possible to predict the future  direction of oil or natural gas
prices.  Operating costs, including General and Administrative Expenses, may not
decline over time, may increase,  or may experience only a gradual decline, thus
adversely  affecting  net revenues as either  production  or oil and natural gas
prices decline.  In any particular  period, net revenues may also be affected by
either  the  receipt  of  proceeds  from  property  sales  or the  incursion  of
additional  costs  as a  result  of  well  workovers,  recompletions,  new  well
drilling, and other events.

      As discussed in "Item 7. Management's Discussion and Analysis of Financial
Condition  and  Results of  Operations,"  the  Partnerships  will  terminate  on
November  22, 2007 (for the III-A  Partnership)  and  December 31, 2007 (for the
III-B, III-C, III-D, III-E, and III-F Partnerships).  The volumes,  pricing, and
expense  factors  discussed  above may also  impact  the price the  Partnerships
receive for their oil and gas properties in connection  with the  liquidation of
the Partnerships' assets.


      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 2006:

      Partnership             Purchaser                     Percentage
      -----------       ------------------------            ----------
         III-A          ConocoPhillips Company
                          ("ConocoPhillips")                    34.6%
                        Gulfterra Central Point
                         Allocation ("Gulfterra")               19.7%

         III-B          ConocoPhillips                          42.7%
                        Gulfterra                               17.2%

         III-C          Duke Energy Field Services,
                          Inc.("Duke")                          15.3%
                        NGPL Allocation                         11.0%

         III-D          NGPL Allocation                         15.8%
                        Eaglwing Trading Inc.
                          ("Eaglwing")                          12.6%
                        Duke                                    12.2%
                        Enbridge US Inc. - Texas                10.8%
                        Eagle Rock Field Services LP            10.1%



                                      -7-
<PAGE>



         III-E          Duke                                    20.3%
                        Sempra Energy Trading Corp.
                          ("Sempra")                            16.2%
                        Red Desert Central Point
                          Allocation ("Red Desert")             14.4%
                        Hunt Crude Oil Supply Co.               13.8%
                        Kinder Morgan, Inc.                     10.1%

         III-F          Sempra                                  19.9%
                        Eaglwing                                18.8%
                        Red Desert                              17.7%
                        Duke                                    15.4%

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

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


      Oil, Gas, and Environmental Control Regulations

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

      Regulation  of Sales and  Transportation  of Oil and Gas -- Sales of crude
oil and  condensate  are made by the  Partnerships  at market prices and are not
subject to price  controls.  The sale of gas may be subject to both  federal and
state laws and  regulations.  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



                                      -8-
<PAGE>



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  the   protection  of   environmental,
biological,  cultural,  and aesthetic  resources.  Compliance with such laws and
regulations,  together  with any penalties  resulting  from  noncompliance,  may
increase  the  cost  of  the   Partnerships'   operations   or  may  affect  the
Partnerships'   ability  to  timely  complete  existing  or  future  activities.
Management  anticipates  that various local,  state,  and federal  environmental
control agencies will have an increasing impact on oil and gas operations.


      Insurance Coverage

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



ITEM 1A.    RISK FACTORS

      The following factors,  among others, could have a material adverse effect
upon the Partnerships' business, financial condition, and results of operations.

      The  following  discussion of risk factors  should be read in  conjunction
with the financial  statements  and related notes  included  herein.  Because of
these and other factors,  past financial performance should not be considered an
indication of future performance.



                                      -9-
<PAGE>



      Termination of Partnerships in 2007
      ------------------------------------

      The  Partnerships  will  terminate  on  November  22,  2007 (for the III-A
Partnership) and December 31, 2007 (for the III-B, III-C, III-D, III-E and III-F
Partnerships).  Upon  termination,  we will sell the  Partnerships'  properties.
There is no assurance that the market for the  Partnerships'  properties will be
favorable  at that  time.  The  market  for oil and  gas  properties  is  highly
dependent on current and anticipated future prices for oil and gas. These prices
fluctuate  due  to a  number  of  uncontrollable  factors  as  described  in the
following paragraph.  A decrease in oil and gas prices and/or anticipated future
oil and gas prices would probably  depress the market for oil and gas properties
and result in lowered sales proceeds to the Partnerships.


      Oil And Natural Gas Prices Fluctuate Due To A Number Of
      -------------------------------------------------------
      Uncontrollable Factors, And Any Decline Will Adversely Affect
      -------------------------------------------------------------
      The Partnerships' Financial Condition.
      --------------------------------------

      The  Partnerships'  results of  operations  depend  upon the  prices  they
receive  for  their  oil and  natural  gas as well as the  sales  of oil and gas
properties  pursuant to the liquidation plan described in "Item 7.  Management's
Discussion and Analysis of Financial  Condition and Results of  Operations."  We
sell most of the  Partnerships'  oil and natural  gas liquids at current  market
prices rather than through fixed-price contracts.  Historically, the markets for
oil and natural gas have been  volatile  and are likely to remain so. The prices
we receive depend upon factors beyond our control, including:

      *  Worldwide and domestic supplies of oil and natural gas;
      *  The  ability  of the  members of  OPEC to  agree upon  and maintain oil
         prices and production quotas;
      *  Political  instability  or  armed conflict  in oil-producing regions or
         around major shipping areas;
      *  The level of consumer demand and overall economic activity;
      *  The competitiveness of alternative fuels;
      *  Weather conditions and the impact of weather-related events;
      *  The availability and proximity of pipelines for transportation;
      *  Domestic and foreign government regulations and taxes;
      *  Market expectations; and
      *  The effect of worldwide energy conservation.

      Government  regulations,  such as regulation of natural gas transportation
and price controls, can affect product prices.



                                      -10-
<PAGE>



These  external  factors and the volatile  nature of the energy  markets make it
difficult to reliably estimate future prices of oil and natural gas.

      Any  decline  in  oil  and  natural  gas  prices  adversely   affects  the
Partnerships'  financial  condition.  If the oil and  gas  industry  experiences
significant  price declines,  the Partnerships may not be able to maintain their
current  level of cash  distributions.  See  "Item 1.  Business-Competition  and
Marketing"  and "Item 7.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations."  Furthermore,  significant  price declines
will  negatively  affect the ultimate cash received upon the sale of oil and gas
properties in liquidation of the Partnerships.


      Reserve Estimates Depend On Many Assumptions That May Turn
      ----------------------------------------------------------
      Out To Be Inaccurate.  Any Material Inaccuracies In The
      -------------------------------------------------------
      Partnerships' Reserve Estimates Or Underlying Assumptions
      ---------------------------------------------------------
      Could Cause The Quantities And Net Present Value Of Their
      ---------------------------------------------------------
      Reserves To Be Overstated.
      --------------------------

      Estimating  quantities of proved oil and natural gas reserves is a complex
process.  It requires  interpretations  of available  technical data and various
assumptions, including assumptions relating to economic factors. Any significant
inaccuracies  in these  interpretations  or  assumptions or changes of condition
could cause the quantities and net present value of the  Partnerships'  reserves
to be overstated.

      To prepare  estimates  of  economically  recoverable  oil and  natural gas
reserves and future net cash flows,  we analyze many variable  factors,  such as
historical  production from the area compared with  production  rates from other
producing areas. We also analyze available geological,  geophysical,  production
and engineering  data, and the extent,  quality and reliability of this data can
vary.  The process  also  involves  economic  assumptions  relating to commodity
prices,  production costs,  severance and excise taxes, capital expenditures and
workover  and  remedial  costs.  Actual  results  most likely will vary from our
estimates.  Any significant  variance could reduce the estimated  quantities and
present value of reserves shown in this annual report.

      You should not assume that the present value of future net cash flows from
the  Partnerships'  proved  reserves  shown in this Annual Report is the current
market value of their estimated oil and natural gas reserves. In accordance with
Securities  and Exchange  Commission  requirements,  the  Partnerships  base the
estimated discounted future net cash flows from their proved



                                      -11-
<PAGE>



reserves  on prices and costs on the date of the  estimate.  Actual  current and
future prices and costs may differ materially from those used in the earlier net
present  value  estimate,  and as a result,  net present value  estimates  using
current  prices and costs may be  significantly  less than the earlier  estimate
which is provided in this annual report. See "Item 2. Properties-Proved Reserves
and Net Present Value."

      We have  included in Note 7 to the financial  statements  included in this
Annual Report on Form 10-K ("Annual  Report")  unaudited  balance sheets for the
Partnerships  which are  prepared on a  liquidation  basis,  rather than a going
concern  basis.  While  these  balance  sheets are  prepared  with the intent of
showing fair value,  they are also based on estimates  regarding future net cash
flows until the  properties are sold as well as the prices which may be received
for the properties  through the liquidation  process.  Actual current and future
prices and costs as well as the prices buyers are willing to pay at the time the
properties  are sold  may  differ  materially  from  the  estimates  used in the
preparation of the unaudited liquidation basis balance sheets.


      Drilling Oil And Natural Gas Wells Is A High-Risk Activity
      ----------------------------------------------------------
      And Subjects Us To A Variety Of Factors That We Cannot
      ------------------------------------------------------
      Control.
      --------

      Drilling oil and natural gas wells,  including development wells, involves
numerous  risks,  including  the risk that the  Partnerships  may not  encounter
commercially  productive oil and natural gas reservoirs.  While the Partnerships
do not expend a significant portion of their capital on drilling activities,  to
the extent  they do drill wells this can be a  significant  risk factor to them.
They may not recover all or any portion of their  investment  in new wells.  The
presence  of   unanticipated   pressures  or   irregularities   in   formations,
miscalculations  or  accidents  may  cause  their  drilling   activities  to  be
unsuccessful  and  result  in a total  loss  of  investment.  Further,  drilling
operations  may be  curtailed,  delayed or  canceled as a result of a variety of
factors, including:

         *  Unexpected drilling conditions;
         *  Title problems;
         *  Restricted access to land for drilling or laying pipeline;
         *  Pressure or irregularities in formations;
         *  Equipment failure or accidents;
         *  Adverse weather conditions; and
         *  Costs of, or shortages or delays in the  availability  of,  drilling
            rigs, tubular materials and equipment.




                                      -12-
<PAGE>




      The Marketability Of The Partnerships' Production Is
      ----------------------------------------------------
      Dependent Upon Transportation And Processing Facilities Over
      ------------------------------------------------------------
      Which We Have No Control.
      -------------------------

      The marketability of the Partnerships' production depends in part upon the
availability, proximity and capacity of pipelines, natural gas gathering systems
and processing  facilities.  Any significant  change in market factors affecting
these  infrastructure  facilities  could harm their business.  The  Partnerships
deliver oil and natural gas through gathering systems and pipelines that they do
not  own.  These  facilities  may  be  temporarily  unavailable  due  to  market
conditions or mechanical reasons, or may not be available to us in the future.


      Reliance On Third Party Operators
      ---------------------------------

      A  substantial  portion of the  Partnerships'  properties  are operated by
third  parties.   The  Partnerships  have  little,  if  any,  control  over  the
operational  decisions and costs associated with these properties.  In addition,
the  Partnerships  are totally  reliant on the third party  operators'  internal
controls associated with the operators' accounting for revenues and expenses.


      No Market For Units
      -------------------

      The Partnerships'  Units are not listed on any exchange or national market
system,  and there is no established  public trading market for them.  Secondary
market   activity   for  the  Units  has  been  limited  and  varies  among  the
Partnerships.  The General  Partner's annual  repurchase offer was terminated on
March 9, 2007 in anticipation of the  Partnerships'  termination at November 22,
2007 (for the III-A  Partnership)  and December 31, 2007 (for the III-B,  III-C,
III-D, III-E and III-F  Partnerships).  Therefore,  you may only sell your Units
via (i)  occasional  "4.9% tender  offers" which are made for the Units and (ii)
transfers  facilitated  by secondary  trading  firms and matching  services.  To
ensure  that  the  proper  parties  receive  their  share  of the  Partnerships'
liquidation proceeds, the General Partner will not accept, process, or recognize
any  transfers  of Units (with the  exception  of certain  transactions  between
related persons) for which completed transfer documentation is not mailed to the
General Partner with a postmark on or before June 30, 2007.  Accordingly,  there
will be no market for the Partnerships'  Units after June 30, 2007. See "Item 5.
Market for Units,  Related  Limited  Partner  Matters,  and Issuer  Purchases of
Units."




                                      -13-
<PAGE>



      The Partnerships Are Subject To Complex Federal, State And
      ----------------------------------------------------------
      Local Laws And Regulations That Could Adversely Affect Their
      ------------------------------------------------------------
      Business.
      ---------

      Extensive federal,  state and local regulation of the oil and gas industry
significantly  affects the  Partnerships'  operations.  In particular,  they are
subject to stringent environmental  regulations.  These regulations increase the
costs of planning, designing, drilling, installing, operating and abandoning oil
and natural gas wells and other related facilities. These regulations may become
more demanding in the future. Matters subject to regulation include:

         *  Discharge permits for drilling operations;
         *  Drilling bonds;
         *  Spacing of wells;
         *  Unitization and pooling of properties;
         *  Environmental protection;
         *  Reports concerning operations; and
         *  Taxation.

      Under these laws and regulations, the Partnerships could be liable for:

         *  Personal injuries;
         *  Property damage;
         *  Oil spills;
         *  Discharge of hazardous materials;
         *  Reclamation costs;
         *  Remediation and clean-up costs; and
         *  Other environmental damages.

      While the Partnerships maintain insurance coverage customary for companies
similar to their size and operations, losses can occur from uninsurable risks or
in amounts in excess of existing insurance coverage. See "Item 1. Business."


      Conflicts Of Interest
      ---------------------

      Direct and indirect  conflicts of interests  exist among the  Partnerships
and among a Partnership and the General Partner and its affiliates.  The General
Partner and its  affiliates  engage in many aspects of the oil and gas business,
including  acting as a general  partner  of a number of  affiliated  oil and gas
limited  partnerships.  The  General  Partner and its  affiliates  may engage in
transactions  with a Partnership,  and  Partnerships  will frequently  engage in
transactions with other oil and gas limited partnerships.  These conflicts could
relate to the sale of oil and gas  properties  in the normal  course of business
and well as in the



                                      -14-
<PAGE>



liquidation   process.   See  "Item  13.  Certain   Relationships   and  Related
Transactions and Director Independence."


      Payments To The General Partner
      -------------------------------

      The General Partner receives reimbursements for General and Administrative
Expenses.  The  General  Partner  also  receives  a share  of  Partnership  cash
distributions.  See "Item 11.  Executive  Compensation"  and "Item 8.  Financial
Statements and Supplementary Data."


      Financial Capability Of General Partner
      ---------------------------------------

      The General Partner has limited  financial  resources.  Contingencies  may
arise which will require  funding beyond its financial  resources.  Even if such
financial  resources are available,  the General Partner is not required to lend
money or to fund any financial obligations of the Partnerships.


      Liability And Indemnification Of General Partner And Related
      ------------------------------------------------------------
      Parties
      -------

      Although the General Partner  generally will be liable for the obligations
of the Partnerships, the Partnership Agreements provide that the claims of third
parties will be initially  satisfied from  Partnership  assets.  The Partnership
Agreements also provide,  subject to certain  conditions,  that the Partnerships
will reimburse  (i.e.  "indemnify")  the General  Partner and its affiliates for
certain costs, claims and expenses.



ITEM 1B.    UNRESOLVED STAFF COMMENTS

      None.



ITEM 2.     PROPERTIES

      Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 2006.



                                      -15-
<PAGE>




                              Well Statistics(1)
                            As of December 31, 2006

             Number of Gross Wells(2)            Number of Net Wells(3)
            --------------------------        ---------------------------
 P/ship       Total     Oil       Gas           Total       Oil      Gas
--------      -----     ---       ---           ------     -----    -----
 III-A         206       50       156            12.21      2.50     9.70
 III-B         176       41       135             7.86      3.31     4.55
 III-C         239       47       192            23.80      6.93    16.87
 III-D         153       47       106            12.59      5.08     7.51
 III-E         151       11       140            22.58      1.85    20.73
 III-F         373      270       103            16.13      6.45     9.68
----------
(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.


      Drilling Activities

      During the year ended  December 31,  2006,  the  Partnerships  directly or
indirectly participated in the drilling activities described below.





                                      -16-
<PAGE>



III-A PARTNERSHIP
-----------------
                                             WORKING   REVENUE
WELL NAME                  COUNTY      ST.  INTEREST  INTEREST  TYPE STATUS
---------                  ------      ---   -------- --------  ---- ------
Belt Properties #3-8       Pittsburg   OK      -      0.01101   Gas  In Progress
Clayton #11-9              Washita     OK      -      0.00330   Gas  Producing
Hachar #41                 Webb        TX      -      0.00749   Gas  Producing
Hoyt #1C (DK)              Rio Arriba  NM      -      0.00016   Gas  In Progress
Hoyt #1C (MV)              Rio Arriba  NM      -      0.00050   Gas  In Progress
Jenny #1C                  Rio Arriba  NM      -      0.00158   Gas  Producing
Jicarilla B #1B            Rio Arriba  NM      -      0.00021   Gas  Producing
Phillips #1-22             Caddo       OK      -      0.00215   Gas  Producing
Ringo #10-9                Washita     OK      -      0.00354   Gas  Producing
Tafoya #35-5               San Juan    NM      -      0.00300   Gas  Producing



III-B PARTNERSHIP
-----------------
                                            WORKING   REVENUE
WELL NAME                  COUNTY      ST.  INTEREST  INTEREST  TYPE STATUS
---------                  ------      ---  --------  --------  ---- ------
Clayton #11-9              Washita     OK      -      0.00218   Gas  Producing
Hachar #41                 Webb        TX      -      0.00349   Gas  Producing
Hoyt #1C (DK)              Rio Arriba  NM      -      0.00007   Gas  In Progress
Hoyt #1C (MV)              Rio Arriba  NM      -      0.00022   Gas  In Progress
Jenny #1C                  Rio Arriba  NM      -      0.00066   Gas  Producing
Jicarilla B #1B            Rio Arriba  NM      -      0.00009   Gas  Producing
Phillips #1-22             Caddo       OK      -      0.00142   Gas  Producing
Ringo #10-9                Washita     OK      -      0.00233   Gas  Producing
Tafoya #35-5               San Juan    NM      -      0.00126   Gas  Producing



                                      -17-
<PAGE>




III-C PARTNERSHIP
-----------------
                                            WORKING   REVENUE
WELL NAME                  COUNTY      ST.  INTEREST  INTEREST  TYPE STATUS
---------                  ------      ---  --------  --------  ---- ------
Aday #1-9                  McClain     OK      -      0.00206   Gas  Producing
Bridges #2-18              LeFlore     OK      -      0.00029   Gas  Producing
Camel, Joe #3              Lea         NM      -      0.00140   Oil  In Progress
Cantrell #7-15H            Haskell     OK      -      0.00112   Gas  Producing
Cheyenne 29 #5             Roger Mills OK      -      0.00008   Gas  Producing
Cory #1-29                 Kingfisher  OK      -      0.00372   Gas  Producing
Davis Garry #26            Kay         OK      -      0.00079   Oil  Producing
Delaware 28 #6             Roger Mills OK      -      0.00008   Gas  Producing
Delaware 28 #7             Roger Mills OK      -      0.00008   Gas  In Progress
Duncan #2-7H               Seminole    OK      -      0.00018   Oil  In Progress
Gilbert A #1               Caddo       OK      -      0.00225   Gas  Producing
Grace #1-H                 Lincoln     OK      -      0.00290   Gas  Producing
Guinn #1-5                 Coal        OK      -      0.00508   Gas  Producing
Hachar #41                 Webb        TX      -      0.00145   Gas  Producing
Harris #5-26H              Haskell     OK      -      0.00062   Gas  Producing
Hay #10-33                 Roger Mills OK      -      0.00015   Gas  Producing
Hefley #2-36               Wheeler     TX      -      0.01069   Gas  Producing
Hefley #3-37               Wheeler     TX      -      0.01070   Gas  Producing
Hefley #16-47              Wheeler     TX      -      0.01603   Gas  Producing
Hefley #20-47              Wheeler     TX      -      0.01603   Gas  Producing
Hefley #27-47              Wheeler     TX      -      0.01603   Gas  In Progress
Hefley #32-47              Wheeler     TX      -      0.01603   Gas  Producing
Helton #7-60               Wheeler     TX      -      0.00481   Gas  Producing
Helton #8-60               Wheeler     TX      -      0.00481   Gas  Producing
Helton #10A-60             Wheeler     TX      -      0.00481   Gas  Producing
Helton #11-60              Wheeler     TX      -      0.00481   Gas  Producing
Helton #14-60              Wheeler     TX      -      0.00481   Gas  Producing
Hinkle #4-28               Washita     OK      -      0.00440   Gas  In Progress
Hinkle Trust #5-33         Washita     OK      -      0.00094   Gas  Producing
Hoyt #1C (DK)              Rio Arriba  NM      -      0.00003   Gas  In Progress
Hoyt #1C (MV)              Rio Arriba  NM      -      0.00009   Gas  In Progress
Hubbard #2-13              Beckham     OK      -      0.00077   Gas  Producing
Jenny #1C                  Rio Arriba  NM      -      0.00028   Gas  Producing



                                      -18-
<PAGE>



Jicarilla B #1B            Rio Arriba  NM      -      0.00004   Gas  Producing
Litz #1R-2                 Harper      OK   0.00547   0.00547   Gas  Producing
McWilliams #2H-23          Pittsburg   OK      -      0.00034   Gas  In Progress
Melvin #1H-20              Hughes      OK   0.00168   0.00168   Gas  In Progress
Mooney #1H-19              Hughes      OK   0.00184   0.00184   Gas  Producing
Morris #1H-21              Hughes      OK      -      0.00500   Gas  Producing
Nutley #4-33               Washita     OK      -      0.00094   Gas  Producing
Oliver #1                  McClain     OK      -      0.00492   Oil  Producing
Parker #1-6H               Coal        OK      -      0.00217   Gas  Producing
Patterson #1H-31           Hughes      OK      -      0.00345   Gas  Producing
Patterson #2H-31           Hughes      OK      -      0.00345   Gas  Producing
Patton #3-24               Pittsburg   OK      -      0.01041   Gas  In Progress
Pee Wee #1-17              Stephens    OK      -      0.00433   Gas  Producing
Phipps #1-28               Pittsburg   OK      -      0.00384   Gas  Producing
Prater #5-10               Hemphill    TX      -      0.00268   Gas  Producing
Prater #6-10               Hemphill    TX      -      0.00268   Gas  Producing
Prater #7-10               Hemphill    TX      -      0.00268   Gas  In Progress
Prater #8-10               Hemphill    TX      -      0.00268   Gas  Producing
Prater #9-10               Hemphill    TX      -      0.00268   Gas  In Progress
Presson H W #1-5           Pittsburg   OK      -      0.00031   Gas  Producing
Reed #1-8                  Beckham     OK      -      0.00010   Gas  Producing
Rice 1-25                  LeFlore     OK      -      0.00020   Gas  Producing
Schueler #1-14H            Hughes      OK   0.00056   0.00056   Gas  In Progress
Sites Troy #1-9            Beckham     OK   0.00052   0.00052   Gas  Producing
Smith #1H-28               Hughes      OK      -      0.00625   Gas  In Progress
Sophia #14-50              Wheeler     TX      -      0.00315   Gas  In Progress
Sophia #21-50              Wheeler     TX      -      0.00315   Gas  Producing
Spradlin Farms #8A-20      Washita     OK      -      0.00189   Gas  Producing
Sugg-Farmar 26 #1          Irion       TX      -      0.00128   Gas  Producing
Tafoya #35-5               San Juan    NM      -      0.00053   Gas  Producing
Trueblood #2-2             Noble       OK   0.00476   0.00419   Gas  Producing
Trueblood #3-2             Noble       OK   0.00476   0.00419   Gas  Producing
Trueblood #4-2             Noble       OK   0.00478   0.00419   Oil  Producing
Trueblood #5-2             Noble       OK   0.00476   0.00419   Oil  In Progress
Urchison #5-12H            LeFlore     OK   0.00148   0.00148   Gas  Producing
Vanilli #3-36              LeFlore     OK      -      0.00139   Gas  Producing
Verner #5-11               Pittsburg   OK      -      0.00370   Gas  Producing
Walter #5-24               Beckham     OK      -      0.00065   Gas  Producing
 (Upr D.Moines GW)


                                      -19-
<PAGE>



III-D PARTNERSHIP
-----------------
                                            WORKING   REVENUE
WELL NAME                  COUNTY      ST.  INTEREST  INTEREST  TYPE STATUS
---------                  ------      ---  --------  --------  ---- ------
Aday #1-9                  McClain     OK      -      0.00029   Gas  Producing
Bridges #2-18              Le Flore    OK      -      0.00004   Gas  Producing
Camel, Joe #3              Lea         NM      -      0.00020   Oil  In Progress
Cantrell #7-15H            Haskell     OK      -      0.00016   Gas  Producing
Cheyenne 29 #5             Roger Mills OK      -      0.00001   Gas  Producing
Cory #1-29                 Kingfisher  OK      -      0.00053   Gas  Producing
Davis Garry #26            Kay         OK      -      0.00011   Oil  Producing
Delaware 28 #6             Roger Mills OK      -      0.00001   Gas  Producing
Delaware 28 #7             Roger Mills OK      -      0.00001   Gas  In Progress
Duncan #2-7H               Seminole    OK      -      0.00003   Oil  In Progress
Gilbert A #1               Caddo       OK      -      0.00032   Gas  Producing
Grace #1-H                 Lincoln     OK      -      0.00042   Gas  Producing
Guinn #1-5                 Coal        OK      -      0.00073   Gas  Producing
Harris #5-26H              Haskell     OK      -      0.00009   Gas  Producing
Hay #10-33                 Roger Mills OK      -      0.00002   Gas  Producing
Hefley #2-36               Wheeler     TX      -      0.00894   Gas  Producing
Hefley #3-37               Wheeler     TX      -      0.00895   Gas  Producing
Hefley #16-47              Wheeler     TX      -      0.01341   Gas  Producing
Hefley #20-47              Wheeler     TX      -      0.01341   Gas  Producing
Hefley #27-47              Wheeler     TX      -      0.01341   Gas  In Progress
Hefley #32-47              Wheeler     TX      -      0.01341   Gas  Producing
Helton #7-60               Wheeler     TX      -      0.00402   Gas  Producing
Helton #8-60               Wheeler     TX      -      0.00402   Gas  Producing
Helton #10A-60             Wheeler     TX      -      0.00402   Gas  Producing
Helton #11-60              Wheeler     TX      -      0.00402   Gas  Producing
Helton #14-60              Wheeler     TX      -      0.00402   Gas  Producing
Hinkle #4-28               Washita     OK      -      0.00063   Gas  In Progress
Hinkle Trust #5-33         Washita     OK      -      0.00013   Gas  Producing
Hubbard #2-13              Beckham     OK      -      0.00011   Gas  Producing
Litz #1R-2                 Harper      OK   0.00078   0.00078   Gas  Producing
McWilliams #2H-23          Pittsburg   OK      -      0.00005   Gas  In Progress
Melvin #1H-20              Hughes      OK   0.00024   0.00024   Gas  In Progress



                                      -20-
<PAGE>




Mooney #1H-19              Hughes      OK   0.00026   0.00026   Gas  Producing
Morris #1H-21              Hughes      OK      -      0.00072   Gas  Producing
Nutley #4-33               Washita     OK      -      0.00013   Gas  Producing
Parker #1-6H               Coal        OK      -      0.00031   Gas  Producing
Patterson #1H-31           Hughes      OK      -      0.00049   Gas  Producing
Patterson #2H-31           Hughes      OK      -      0.00049   Gas  Producing
Patton #3-24               Pittsburg   OK      -      0.00149   Gas  In Progress
Pee Wee #1-17              Stephens    OK      -      0.00062   Gas  Producing
Phipps #1-28               Pittsburg   OK      -      0.00055   Gas  Producing
Prater #5-10               Hemphill    TX      -      0.00224   Gas  Producing
Prater #6-10               Hemphill    TX      -      0.00224   Gas  Producing
Prater #7-10               Hemphill    TX      -      0.00224   Gas  In Progress
Prater #8-10               Hemphill    TX      -      0.00224   Gas  Producing
Prater #9-10               Hemphill    TX      -      0.00224   Gas  In Progress
Presson H W #1-5           Pittsburg   OK      -      0.00004   Gas  Producing
Reed #1-8                  Beckham     OK      -      0.00001   Gas  Producing
Rice 1-25                  Le Flore    OK      -      0.00003   Gas  Producing
Schueler #1-14H            Hughes      OK   0.00008   0.00008   Gas  In Progress
Sites Troy #1-9            Beckham     OK   0.00007   0.00007   Gas  Producing
Smith #1H-28               Hughes      OK      -      0.00089   Gas  In Progress
Sophia #14-50              Wheeler     TX      -      0.00263   Gas  In Progress
Sophia #21-50              Wheeler     TX      -      0.00263   Gas  Producing
Spradlin Farms #8A-20      Washita     OK      -      0.00027   Gas  Producing
Sugg-Farmar 26 #1          Irion       TX      -      0.00107   Gas  Producing
Trueblood #2-2             Noble       OK   0.00068   0.00060   Gas  Producing
Trueblood #3-2             Noble       OK   0.00068   0.00060   Gas  Producing
Trueblood #4-2             Noble       OK   0.00068   0.00060   Oil  Producing
Trueblood #5-2             Noble       OK   0.00068   0.00060   Oil  In Progress
Urchison #5-12H            Le Flore    OK   0.00021   0.00021   Gas  Producing
Vanilli #3-36              Le Flore    OK      -      0.00020   Gas  Producing
Verner #5-11               Pittsburg   OK      -      0.00053   Gas  Producing
Walter #5-24               Beckham     OK      -      0.00009   Gas  Producing
  (Upr D.Moines GW)




                                      -21-
<PAGE>




III-E PARTNERSHIP
-----------------
                                            WORKING   REVENUE
WELL NAME                  COUNTY      ST.  INTEREST  INTEREST  TYPE STATUS
---------                  ------      ---  --------  --------  ---- ------
Coquat Et Al #1            Live Oak    TX      -      0.01187   Gas  Dryhole
Fed 5175-25-33CA           Campbell    WY      -      0.00857   Gas  Shut-in
Federal 5175-24-21WA       Campbell    WY      -      0.01237   Gas  Shut-in
Floyd Fed 5175-23-33WA     Campbell    WY      -      0.01237   Gas  Producing
Floyd Fed 5175-24-11WA     Campbell    WY      -      0.01237   Gas  Shut-in
Floyd Fed 5175-24-33WA     Campbell    WY      -      0.01237   Gas  Shut-in
Hay Reservoir Unit #92     Sweetwater  WY      -      0.00261   Gas  Producing
Hay Reservoir Unit #95     Sweetwater  WY      -      0.00261   Gas  Producing
Hayden 5175-22-13CA        Campbell    WY      -      0.00865   Gas  Shut-in
Hayden 5175-22-13WA        Campbell    WY      -      0.00865   Gas  Shut-in
Hayden 5175-22-21CA        Campbell    WY      -      0.00865   Gas  Shut-in
Hayden 5175-22-21WA        Campbell    WY      -      0.00865   Gas  Producing
Hayden 5175-22-41CA        Campbell    WY      -      0.00865   Gas  Shut-in
Hayden 5175-22-41WA        Campbell    WY      -      0.00865   Gas  Shut-in
Hayden 5175-22-43CA        Campbell    WY      -      0.00865   Gas  Shut-in
Hayden 5175-22-43WA        Campbell    WY      -      0.00865   Gas  Shut-in
Hayden 5175-27-43WA        Campbell    WY      -      0.00865   Gas  Shut-in
Hayden Federal             Campbell    WY      -      0.00857   Gas  Shut-in
  5175-27-31WA
Mooney Fed 5175-23-13WA    Campbell    WY      -      0.03085   Gas  Shut-in
Trail #13C-15J             Sweetwater  WY      -      0.00852   Gas  In Progress
Trail Unit Well #13C-15W   Sweetwater  WY      -      0.01206   Gas  In Progress
Trail Unit Well #22        Sweetwater  WY      -      0.01206   Gas  Producing
Trail Unit Well #23        Sweetwater  WY      -      0.01206   Gas  Producing
Trail Unit Well #25        Sweetwater  WY      -      0.01206   Gas  Producing
Yonkee 5175-25-31WA        Campbell    WY      -      0.00865   Gas  Shut-in
Yonkee Fed 5175-25-41WA    Campbell    WY      -      0.00857   Gas  Producing



                                      -22-
<PAGE>





III-F PARTNERSHIP
-----------------
                                             WORKING   REVENUE
WELL NAME                  COUNTY      ST.  INTEREST  INTEREST  TYPE STATUS
---------                  ------      ---  --------  --------  ---- ------
Hay Reservoir Unit #92    Sweetwater   WY      -      0.00219   Gas  Producing
Hay Reservoir Unit #95    Sweetwater   WY      -      0.00219   Gas  Producing
Trail #13C-15J            Sweetwater   WY      -      0.00716   Gas  In Progress
Trail Unit Well #13C-15W  Sweetwater   WY      -      0.01013   Gas  In Progress
Trail Unit Well #22       Sweetwater   WY      -      0.01013   Gas  Producing
Trail Unit Well #23       Sweetwater   WY      -      0.01013   Gas  Producing
Trail Unit Well #25       Sweetwater   WY      -      0.01013   Gas  Producing






                  [Remainder of Page Intentionally Left Blank]`






                                      -23-
<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.













                  [Remainder of Page Intentionally Left Blank]


                                      -24-
<PAGE>




                              Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2006           2005(1)    2004(1)
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           28,373         32,191      36,657
   Gas (Mcf)                           345,008        369,103     442,066

Oil and gas sales:
   Oil                              $1,834,132     $1,755,167  $1,463,426
   Gas                               2,247,244      2,818,549   2,555,799
                                     ---------      ---------   ---------
      Total                         $4,081,376     $4,573,716  $4,019,225
                                     =========      =========   =========
Total direct operating
  expenses                          $  949,988     $1,078,166  $  780,214
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         23.3%          23.6%       19.4%

Average sales price:
   Per barrel of oil                    $64.64         $54.52      $39.92
   Per Mcf of gas                         6.51           7.64        5.78

Direct operating expenses
   per equivalent Bbl of
   oil                                  $11.06         $11.51      $ 7.07

-------------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.



                                      -25-
<PAGE>




                              Net Production Data

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

                                           Year Ended December 31,
                                    -------------------------------------
                                       2006           2005(1)     2004(1)
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           19,700         22,521      25,353
   Gas (Mcf)                           145,330        159,150     184,751

Oil and gas sales:
   Oil                              $1,274,905     $1,229,664  $1,012,467
   Gas                                 950,416      1,214,565   1,086,307
                                     ---------      ---------   ---------
      Total                         $2,225,321     $2,444,229  $2,098,774
                                     =========      =========   =========
Total direct operating
   expenses                         $  582,134     $  643,874  $  468,512
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         26.2%          26.3%       22.3%

Average sales price:
   Per barrel of oil                    $64.72         $54.60      $39.93
   Per Mcf of gas                         6.54           7.63        5.88

Direct operating expenses
   per equivalent Bbl of
   oil                                  $13.25         $13.13      $ 8.34

------------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.



                                      -26-
<PAGE>




                              Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2006           2005(1)     2004(1)
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           11,648          9,295       9,089
   Gas (Mcf)                           610,593        506,230     538,840

Oil and gas sales:
   Oil                              $  742,594     $  505,633  $  359,643
   Gas                               3,925,885      3,662,756   2,916,066
                                     ---------      ---------   ---------
      Total                         $4,668,479     $4,168,389  $3,275,709
                                     =========      =========   =========
Total direct operating
   expenses                         $1,141,691     $  956,321  $  848,837
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         24.5%          22.9%       25.9%

Average sales price:
   Per barrel of oil                    $63.75         $54.40      $39.57
   Per Mcf of gas                         6.43           7.24        5.41

Direct operating expenses
   per equivalent Bbl of
   oil                                  $10.07         $10.21      $ 8.58

------------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.



                                      -27-
<PAGE>




                              Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2006           2005(1)    2004(1)
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                            9,928          8,546       8,347
   Gas (Mcf)                           367,694        284,998     291,166

Oil and gas sales:
   Oil                              $  622,932     $  452,501  $  316,903
   Gas                               2,161,887      1,993,009   1,566,013
                                     ---------      ---------   ---------
      Total                         $2,784,819     $2,445,510  $1,882,916
                                     =========      =========   =========
Total direct operating
   expenses                         $  731,952     $  594,328  $  493,312
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         26.3%          24.3%       26.2%

Average sales price:
   Per barrel of oil                    $62.74         $52.95      $37.97
   Per Mcf of gas                         5.88           6.99        5.38

Direct operating expenses
   per equivalent Bbl of
   oil                                  $10.28         $10.60      $ 8.67

------------
(1)   These  amounts  have been  restated  to reflect  the sale of the Jay Field
      during 2004,  the sale of various oil and gas  properties  during 2006 and
      assets held for sale as of December 31, 2006 as  discontinued  operations.
      See Item 7 for more information about these discontinued operations.



                                      -28-
<PAGE>




                              Net Production Data

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

                                           Year Ended December 31,
                                   ---------------------------------------
                                      2006            2005(1)     2004(1)
                                   ----------      ----------   ----------
Production:
   Oil (Bbls)                          16,782          23,178       22,473
   Gas (Mcf)                          535,598         634,703      678,604

Oil and gas sales:
   Oil                             $  989,699      $1,171,095   $  828,783
   Gas                              3,182,018       4,546,395    3,574,468
                                    ---------       ---------    ---------
      Total                        $4,171,717      $5,717,490   $4,403,251
                                    =========       =========    =========
Total direct operating
   expenses                        $1,396,094      $1,421,533   $1,272,794
                                    =========       =========    =========
Direct operating expenses
   as a percentage of oil
   and gas sales                        33.5%           24.9%        28.9%

Average sales price:
   Per barrel of oil                   $58.97          $50.53       $36.88
   Per Mcf of gas                        5.94            7.16         5.27

Direct operating expenses
   per equivalent Bbl of
   oil                                 $13.16          $11.02       $ 9.39

----------
(1)   These  amounts  have been  restated  to reflect  the sale of the Jay Field
      during 2004,  the sale of various oil and gas  properties  during 2006 and
      assets held for sale as of December 31, 2006 as  discontinued  operations.
      See Item 7 for more information about these discontinued operations.



                                      -29-
<PAGE>




                              Net Production Data

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

                                           Year Ended December 31,
                                    -------------------------------------
                                       2006           2005(1)     2004(1)
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                            9,822         10,893      10,696
   Gas (Mcf)                           300,359        370,786     393,218

Oil and gas sales:
   Oil                              $  619,637     $  590,719  $  414,003
   Gas                               1,772,811      2,698,469   2,061,263
                                     ---------      ---------   ---------
      Total                         $2,392,448     $3,289,188  $2,475,266
                                     =========      =========   =========
Total direct operating
   expenses                         $  823,804     $  731,732  $  646,563
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         34.4%          22.2%       26.1%

Average sales price:
   Per barrel of oil                    $63.09         $54.23      $38.71
   Per Mcf of gas                         5.90           7.28        5.24

Direct operating expenses
   per equivalent Bbl of
   oil                                  $13.76         $10.07      $ 8.48

------------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.



                                      -30-
<PAGE>



      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,  2006.  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").  When preparing  such  reserves,  the General
Partner follows the SEC's definition  regarding oil and gas reserves,  which was
first  published in 1978. The General  Partner books proved oil and gas reserves
which  geological  and  engineering  data show with  reasonable  certainty to be
recovered  in the  future  from  known  reserves  under  existing  economic  and
operating conditions. Probable reserves are not booked.

      The General Partner  combines many methods of reserve  estimation in order
to obtain the most accurate  forecast,  including  both  volumetric  and analogy
methods.  Many levels of review occur during this process.  First, the engineers
review their  respective  wells,  then the operations  manager and division vice
presidents  review  the  updated  forecasts,  and  finally  the  executive  vice
president of engineering  reviews  approximately  the top 85% (or more) wells by
value. All engineers reviewing the data have completed their engineering degrees
and/or are licensed petroleum  engineers.  In addition,  reserve information for
the top 80% of each  Partnership's  reserve  base  (based on  volumes)  has been
reviewed by Ryder Scott Company,  L.P. ("Ryder Scott"), an independent petroleum
engineering  firm.  Ryder Scott has stated to the General  Partner their opinion
that (i) the estimates of reserves for the  properties  which they reviewed were
prepared in accordance with generally accepted  procedures for the estimation of
reserves,  (ii) they found no bias in the  utilization and analysis of data, and
(iii) the cash flow projections provided by Samson of gross and net reserves and
associated  revenues  and costs  based on  constant  pricing in  general  appear
reasonable.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated  future  development  costs,  discounted at 10% per annum. Net present
value  attributable to the  Partnerships'  proved reserves was calculated on the
basis of current  costs and prices at December  31,  2006.  Such prices were not
escalated  except in  certain  circumstances  where  escalations  were fixed and
readily  determinable in accordance with applicable contract  provisions.  While
oil prices remained relatively constant as of December 31, 2006 and 2005 ($60.85
and $61.06 per barrel, respectively),  gas prices were substantially lower as of
December 31, 2006 ($5.64 per Mcf) than December 31, 2005 ($10.08 per Mcf).  This
decrease  in  gas  prices  caused  the   estimates  of  remaining   economically
recoverable reserves, as well as the values placed on said reserves, at December
31, 2006 to be lower than such  estimates  and values at December 31, 2005.  The
prices used in calculating the net present



                                      -31-
<PAGE>



value  attributable  to the  Partnerships'  proved  reserves do not  necessarily
reflect  market  prices for oil and gas  production  subsequent  to December 31,
2006.  In  fact,   subsequent   to  December  31,  2006  gas  prices   increased
significantly and then declined.  There can be no assurance that the prices used
in calculating  the net present value of the  Partnerships'  proved  reserves at
December 31, 2006 will actually be realized for such production.

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

      The  reserves  table  below  reflects  reserves  as  either   discontinued
operations  or  continuing  operations.  The  discontinued  operations  reserves
consist of all the properties  classified as assets held for sale as of December
31,  2006.  See "Item 7.  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations"  for  more   information   about  these
discontinued operations.




                                      -32-
<PAGE>




                              Proved Reserves and
                              Net Present Values
                             From Proved Reserves
                          As of December 31, 2006(1)


                                           Oil and    Net Present Value
                                   Gas      Liquids     (discounted at
                                  (Mcf)     (Bbls)       10% per annum)
                                ---------  ---------  -----------------
III-A Partnership:
-----------------
   Discontinued operations:         37,095     4,969      $   228,403
   Continuing operations:        2,862,147    85,327        9,404,365


III-B Partnership:
-----------------
   Discontinued operations:            173      -         $       535
   Continuing operations:        1,176,144    62,606        4,658,468


III-C Partnership:
-----------------
   Discontinued operations:         17,697     1,497      $    82,055
   Continuing operations:        4,369,825    92,360       11,463,866


III-D Partnership:
-----------------
   Discontinued operations:          4,639       220      $    20,175
   Continuing operations:        2,312,694    77,037        6,377,592


III-E Partnership:
-----------------
   Discontinued operations:        106,932       579      $   188,756
   Continuing operations:        4,413,978   100,547        9,650,553


III-F Partnership:
-----------------
   Discontinued operations:         27,492   137,785      $ 2,641,162
   Continuing operations:        2,761,834   158,836        7,449,520

------------
(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.





                                      -33-
<PAGE>




      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, 2006:

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

                      III-A            21              7%
                      III-B             3              1%
                      III-C           140             21%
                      III-D           135             27%
                      III-E            44             13%
                      III-F            26              6%


      The following tables set forth certain well and reserve  information as of
December 31, 2006 for each oil and gas basin which holds a  significant  portion
of the value of the Partnerships'  properties.  The tables contain the following
information  for each such  basin:  (i) the number of gross wells and net wells,
(ii) the number of wells in which only a  non-working  interest is owned,  (iii)
the  Partnership's  total number of wells,  (iv) the number of wells operated by
the Partnership's affiliates,  (v) estimated proved oil reserves, (vi) estimated
proved gas reserves,  and (vii) the present value  (discounted at 10% per annum)
of estimated future net cash flow.

      The Anadarko Basin is located in western Oklahoma and the Texas panhandle.
The Gulf Coast Basin is located in southern  Louisiana and southeast  Texas. The
Las Animas Arch Basin straddles east Colorado and northwest Kansas. The Southern
Oklahoma  Folded  Belt Basin is located in  southern  Oklahoma,  while the Green
River Basin is located in southern Wyoming and northwest  Colorado.  The Permian
Basin straddles west Texas and southeast New Mexico,  while the East Texas Basin
is located in east Texas and northern Louisiana.



                                      -34-
<PAGE>


<TABLE>

                                     Significant Properties as of December 31, 2006
                                     ----------------------------------------------
<CAPTION>

                                                                    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            78      6.17         54       132        4      3%     72,218       955,492     $4,964,026
     Anadarko              38      2.30         27        65       17     26%      4,918     1,463,815      3,547,805

III-B Partnership:
     Gulf Coast            74      3.41         54       128        -      -      44,177       466,191     $2,897,400
     Anadarko              43      2.58         18        61        3      5%     11,222       463,686      1,243,820

III-C Partnership:
     Anadarko              64      6.46        141       205       44     21%     18,792     2,364,233     $5,876,588
     Southern Okla.
       Folded Belt         46      8.80         20        66       24     36%     49,555     1,217,451      3,755,268
     Permian               28      7.47         16        44       39     89%     24,430       481,696      1,116,517

III-D Partnership:
     Anadarko              42      3.60        141       183       44     24%      4,753     1,760,923     $4,267,728
     Southern Okla.
       Folded Belt         37      2.51         19        56       19     34%     43,624       149,213      1,094,480
     Permian               28      6.25         16        44       39     89%     19,540       389,840        880,616

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





                                      -35-
<PAGE>


<TABLE>


                                     Significant Properties as of December 31, 2006
                                     ----------------------------------------------
<CAPTION>

                                                                   Wells
                                                                 Operated by
                                                                 Affiliates        Oil          Gas
                        Gross     Net       Other       Total    -------------   Reserves     Reserves       Present
     Basin              Wells     Wells     Wells(1)    Wells    Number   %(2)    (Bbl)        (Mcf)          Value
------------------      ------   -------    --------    ------   ------   ----   ---------    ---------    -----------
<S>                        <C>     <C>          <C>      <C>        <c>    <c>     <C>        <C>          <C>
III-E Partnership:
     Green River            56     4.29         34        90         -      -       13,238    1,958,387    $3,539,298
     Anadarko               21     5.05          4        25        18     72%       6,255      772,535     1,819,209
     East Texas              3     1.06          1         4         3     75%       2,578      685,169     1,359,438
     Gulf Coast             32     3.47          7        39         3      8%       5,006      414,635     1,199,071

III-F Partnership:
     Green River            56     3.60         34        90         -      -       11,113    1,640,851    $2,957,939
     Las Animas Arch        66     1.73          -        66         -      -      137,550         -        2,570,984
     Anadarko               26     5.65          4        30        23     77%      14,565      722,099     1,656,794
     Southern Okla.
       Folded Belt         196     3.10          1       197         -      -       98,184         -        1,153,421
--------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
(2) Percentage of wells in the applicable basin which are operated by affiliates
    of the Partnerships.
</TABLE>




                                      -36-
<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

      A lawsuit styled Robert W. Scott,  individually  and as Managing Member of
R.W. Scott Investments,  LLC v. Samson Resources Company, Case No. C-01-385, was
filed in the District Court of Sweetwater County,  Wyoming on June 29, 2001. The
lawsuit seeks class action  certification  and alleges that Samson deducted from
its payments to royalty and overriding royalty owners certain charges which were
improper under the Wyoming royalty payment  statutes.  A number of these royalty
and overriding royalty payments burden the interests of the III-A, III-B, III-E,
and III-F Partnerships.  In February 2003, Samson made a supplemental payment to
the royalty and overriding  royalty  interest  owners who were  potential  class
members of amounts which were then thought to have been improperly deducted plus
statutory  interest thereon.  The lawsuit also alleges that Samson's check stubs
did not fully comply with the Wyoming Royalty Payment Act.

      On May 13, 2005 the trial court  certified  this lawsuit as a class action
and denied  Samson's motion for summary  judgment.  On June 25, 2005 the Wyoming
Supreme Court denied Samson's request for it to review these  decisions.  Samson
and the  plaintiffs  have  reached  agreement  to settle all of the  plaintiffs'
remaining  claims  in this  lawsuit,  and  Samson  expects  a formal  settlement
agreement  to be  executed  during  April  2007.  The  settlement  calls  for an
additional  royalty  payment of  $1,000,000  and is  subject to Court  approval.
Plaintiffs' counsel,  subject to Court approval,  is responsible for determining
the allocation of the $1,000,000 among the various class members after deduction
of litigation costs and attorneys' fees.  Samson cannot determine the portion of
this settlement amount  attributable to each Partnership until the allocation is
received from plaintiffs' counsel and approved by the Court.



                                      -37-
<PAGE>




      On August 4, 1998 the U.S. Minerals  Management  Service ("MMS") issued an
Order for Samson to  recalculate  and pay  additional  royalties  to the MMS for
various Federal and Indian leases in several  states.  A number of these Federal
and Indian royalty  interests burden the interests of the III-A,  III-B,  III-E,
and III-F  Partnerships.  Samson  appealed the Order and on October 22, 2004 the
the  Department of the Interior  issued its decision which granted the appeal in
part and denied  the appeal in part.  While the  Department's  decision  did not
approve  the  recalculation  methodology  originally  ordered  by the  MMS,  the
decision still required Samson to recalculate  and pay additional  royalties but
under a different recalculation methodology than sought by the MMS.

      Samson paid additional royalties to the MMS on August 23, 2006 pursuant to
the Department's  decision.  The MMS has since requested additional  information
and explanation  regarding Samson's  recalculation.  The MMS has also informally
indicated that it disagrees with certain aspects of the recalculation. As of the
date of this Annual  Report,  Samson  cannot  determine the amount of additional
royalties (and interest)  which may be claimed by or ultimately owed to the MMS.
While Samson maintains that no additional  royalties are owed,  Samson estimates
that the  maximum  amount  which may be claimed by the MMS  attributable  to the
III-E and III-F Partnerships is as follows:

                       Partnership           Amount
                        -----------         --------
                           III-E            $208,171
                           III-F             174,899




While the affiliate maintains that no additional royalties are owed, the General
Partner has accrued $105,000 and $90,000,  respectively, for the III-E and III-F
Partnerships,  as reasonable  estimates of amounts  which may become  ultimately
owed to the MMS. The amounts  attributable  to the III-A and III-B  Partnerships
are estimated to be immaterial.

      Except as  described  above,  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.





                                      -38-
<PAGE>




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 2006.



                                    PART II

ITEM 5.     MARKET FOR UNITS, RELATED LIMITED PARTNER MATTERS, AND
            ISSUER PURCHASES OF UNITS

      As of March 1, 2007, 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                1,074
               III-B           138,336                  652
               III-C           244,536                1,002
               III-D           131,008                  549
               III-E           418,266                1,664
               III-F           221,484                  846

      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,



                                      -39-
<PAGE>



a Unit represents an initial subscription of $100 to a Partnership.

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

                      2005                         2006                2007
            -------------------------     -------------------------   -------
            1st    2nd     3rd   4th      1st   2nd     3rd    4th      1st
P/ship      Qtr.   Qtr.    Qtr.  Qtr.     Qtr.  Qtr.    Qtr.   Qtr.   Qtr.(1)
------      ----   ----    ----  ----     ----  ----    ----   ----   -------
III-A       $18    $15     $25   $23      $19   $16     $24    $22      $17
III-B        15     13      21    19       16    13      20     17       14
III-C        20     18      25    22       19    17      27     25       22
III-D        20     17      25    23       20    18      28     26       23
III-E        16     14      23    21       19    17      21     20       18
III-F        22     19      33    31       27    23      34     32       30
------------
(1) Repurchase offer terminated March 9, 2007.

      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.

      As described in "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations," the Partnerships terminate on November 22,
2007 (for the III-A Partnership) and on December 31, 2007 (for the III-B, III-C,
III-D, III-E and III-F Partnerships).  Due to such termination and the necessary
liquidation  process,  the General Partner  terminated the repurchase  offer and
right of  presentment  described  above as of March 9, 2007.  In  addition,  the
General  Partner will not accept,  process,  or recognize any transfers of Units
(with the exception of certain  transactions  between related persons) for which
completed  transfer  documentation  is not mailed to the General  Partner with a
postmark on or before June 30,  2007.  Accordingly,  there will be no market for
the Partnerships' Units after June 30, 2007.




                                      -40-
<PAGE>




      Cash Distributions

      Cash  distributions  are primarily  dependent  upon a  Partnership's  cash
receipts  from  the  sale  of oil and gas  production,  the  sale of oil and gas
properties  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.  See
"Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations"  for more  information  regarding the cash  distribution  process
during liquidation of the Partnerships.

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 2005, 2006, and the first quarter of 2007:

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

                                    2005
                 -----------------------------------------
                  1st          2nd         3rd       4th
      P/ship      Qtr.         Qtr.        Qtr.      Qtr.
      ------     -----        -----       -----      -----

      III-A      $2.58        $2.20       $2.58      $2.59
      III-B       2.49         1.83        2.47       2.36
      III-C       1.36         2.03        2.47       2.50
      III-D       1.39         2.27        2.51       2.67
      III-E        .82         2.06        1.78       1.71
      III-F       1.91         2.55        2.37       2.56





                                      -41-
<PAGE>




                                    2006                            2007
                 -----------------------------------------        --------
                  1st          2nd         3rd       4th            1st
      P/ship      Qtr.         Qtr.        Qtr.      Qtr.           Qtr.
      ------     -----        -----       -----      -----        --------

      III-A      $3.49        $3.38       $2.54      $2.64        $4.19(1)
      III-B       3.17         2.94        2.28       2.54         3.64(1)
      III-C       2.65         2.56        1.86       1.68         3.30(1)
      III-D       2.60         2.29        1.79       1.62         3.00(2)
      III-E       2.19         2.55        1.49       1.45         1.44(2)
      III-F       3.65         3.21        1.87       1.90         1.95(1)

------------
(1)   Includes proceeds from the sale of the Partnerships'  interests in various
      oil  and gas  properties  at The Oil  and  Gas  Clearinghouse  auction  in
      Houston, Texas on December 13, 2006.
(2)   Includes proceeds from the sale of the Partnerships'  interests in various
      oil  and gas  properties  at The Oil  and  Gas  Clearinghouse  auction  in
      Houston, Texas on December 13, 2006 and February 1, 2007.



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."

      The selected  financial data tables  reflect  income from both  continuing
operations and discontinued  operations for the  Partnerships.  The discontinued
operations  income is the income for various oil and gas properties  sold during
2006 and all of the properties classified as assets held for sale as of December
31,  2006.  See "Item 7.  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations"  for  more   information   about  these
discontinued operations.





                  [Remainder of Page Intentionally Left Blank]




                                      -42-
<PAGE>

<TABLE>


                                                 Selected Financial Data
<CAPTION>

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

                                  2006               2005(1)           2004(1)           2003(1)           2002(1)
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $4,081,376          $4,573,716        $4,019,225        $3,935,917        $3,821,352
Income from:
   Continuing
     operations                 2,686,976           3,026,380         2,770,501         2,645,003         2,057,072
   Discontinued
     operations                   613,870             129,491            61,486            61,633            22,847
Net Income:
   Limited Partners             2,959,548           2,826,610         2,534,550         2,419,111         1,822,932
   General Partner                341,298             329,261           297,437           286,852           256,987
   Total                        3,300,846           3,155,871         2,831,987         2,705,963         2,079,919
Limited Partners' Net
   Income per Unit                  11.21               10.71              9.60              9.16              6.91
Limited Partners' Cash
   Distributions per
   Unit                             12.05                9.95              8.86              9.89              8.88
Total Assets                    2,820,414           3,006,720         2,577,310         2,357,510         2,465,350
Partners' Capital
   (Deficit):
   Limited Partners             2,387,038           2,609,490         2,410,880         2,213,330         2,405,219
   General Partner            (    59,707)        (    59,217)      (    88,506)      (   104,097)      (    87,091)
Number of Units
   Outstanding                    263,976             263,976           263,976           263,976           263,976
------------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued operations.  See "Item 7. Management's Discussion and
      Analysis  of  Financial  Condition  and  Results of  Operations"  for more
      information about these discontinued operations.
</TABLE>



                                      -43-
<PAGE>

<TABLE>


                                                 Selected Financial Data
<CAPTION>

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

                                  2006               2005(1)           2004(1)           2003(1)           2002(1)
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $2,225,321          $2,444,229        $2,098,774        $2,181,049        $2,264,989
Income from:
   Continuing
     operations                 1,409,948           1,533,857         1,361,176         1,386,080         1,130,755
   Discontinued
     operations                   237,778              31,841            12,547            13,389             2,118
   Net Income:
   Limited Partners             1,393,201           1,318,911         1,154,435         1,171,730           916,420
   General Partner                254,525             246,787           219,288           227,153           216,453
   Total                        1,647,726           1,565,698         1,373,723         1,398,883         1,132,873
Limited Partners' Net
   Income per Unit                  10.07                9.53              8.35              8.47              6.62
Limited Partners' Cash
   Distributions per
   Unit                             10.93                9.15              7.63              9.76              9.39
Total Assets                    1,476,437           1,577,808         1,379,422         1,270,257         1,390,931
Partners' Capital
   (Deficit):
   Limited Partners             1,212,771           1,332,570         1,277,659         1,178,224         1,357,494
   General Partner            (    41,841)        (    35,041)      (    58,429)      (    68,928)      (    48,554)
Number of Units
   Outstanding                    138,336             138,336           138,336           138,336           138,336
------------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued operations.  See "Item 7. Management's Discussion and
      Analysis  of  Financial  Condition  and  Results of  Operations"  for more
      information about these discontinued operations.
</TABLE>




                                      -44-
<PAGE>


<TABLE>

                                                 Selected Financial Data
<CAPTION>

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

                                  2006               2005(1)           2004(1)           2003(1)           2002(1)
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $4,668,479          $4,168,389        $3,275,709        $3,565,584        $2,710,950
Income from:
   Continuing
     operations                 2,670,707           2,706,951         1,699,118         2,229,002         1,313,872
   Discontinued
     operations                   150,967              56,474            46,184            28,410            22,946
Net Income:
   Limited Partners             2,488,289           2,468,202         1,531,505         2,016,059         1,178,582
   General Partner                333,385             295,223           213,797           243,670           158,236
   Total                        2,821,674           2,763,425         1,745,302         2,259,729         1,336,818
Limited Partners' Net
   Income per Unit                  10.17               10.09              6.26              8.24              4.82
Limited Partners' Cash
   Distributions per
   Unit                              8.75                8.36              7.07              8.14              4.77
Total Assets                    3,740,239           3,504,783         2,790,409         2,902,685         2,751,198
Partners' Capital
   (Deficit):
   Limited Partners             3,119,856           2,769,567         2,345,365         2,542,860         2,517,801
   General Partner            (    90,026)        (   105,515)      (   136,932)      (   153,480)      (   150,636)
Number of Units
   Outstanding                    244,536             244,536           244,536           244,536           244,536
------------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued operations.  See "Item 7. Management's Discussion and
      Analysis  of  Financial  Condition  and  Results of  Operations"  for more
      information about these discontinued operations.
</TABLE>




                                      -45-
<PAGE>


<TABLE>

                                                 Selected Financial Data
<CAPTION>

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

                                  2006               2005(2)           2004(2)         2003(1),(2)       2002(1),(2)
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $2,784,819          $2,445,510        $1,882,916        $2,109,687        $1,617,353
Income from:
   Continuing
     Operations                 1,509,641           1,569,088         1,125,630         1,331,150           769,516
   Discontinued
     Operations                    38,639              21,219       (    75,399)          115,384            29,134
Net Income:
   Limited Partners             1,360,009           1,421,578           936,644         1,293,974           705,530
   General Partner                188,271             168,729           113,587           155,435            93,120
   Total                        1,548,280           1,590,307         1,050,231         1,449,409           798,650
Limited Partners' Net
   Income per Unit                  10.39               10.86              7.15              9.88              5.38
Limited Partners' Cash
   Distributions per
   Unit                              8.30                8.84              8.50              9.55              3.75
Total Assets                    1,955,855           1,741,237         1,370,609         1,731,542         1,458,550
Partners' Capital
   (Deficit):
   Limited Partners             1,487,559           1,214,550           951,972         1,129,328         1,086,354
   General Partner            (    17,347)        (    29,279)      (    55,158)      (    47,561)      (    50,949)
Number of Units
   Outstanding                    131,008             131,008           131,008           131,008           131,008
-------------
(1)   These  amounts  have been  restated  to reflect  the sale of the Jay Field
      during 2004,  the sale of various oil and gas  properties  during 2006 and
      assets held for sale as of December 31, 2006 as  discontinued  operations.
      See "Item 7. Management's  Discussion and Analysis of Financial  Condition
      and Results of Operations" for more information  about these  discontinued
      operations.
(2)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued operations.  See "Item 7. Management's Discussion and
      Analysis  of  Financial  Condition  and  Results of  Operations"  for more
      information about these discontinued operations.
</TABLE>



                                      -46-
<PAGE>

<TABLE>


                                                 Selected Financial Data
<CAPTION>

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

                                  2006               2005(2)           2004(2)         2003(1),(2)       2002(1),(2)
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $4,171,717          $5,717,490        $4,403,251        $4,234,109        $2,687,391
Income from:
   Continuing
     operations                 2,034,789           3,511,023         2,461,508         2,373,647           671,459
   Discontinued
     operations                   280,844             192,323       (   460,849)          931,536           254,759
Net Income:
   Limited Partners             2,044,349           3,304,874         1,782,244         2,940,848           798,510
   General Partner                271,284             398,472           218,415           367,060           127,708
   Total                        2,315,633           3,703,346         2,000,659         3,307,908           926,218
Limited Partners' Net
   Income per Unit                   4.89                7.90              4.26              7.03              1.91
Limited Partners' Cash
   Distributions per
   Unit                              7.68                6.37              6.72              5.10               .63
Total Assets                    3,578,014           4,755,246         4,254,283         6,654,923         4,442,417
Partners' Capital
   (Deficit):
   Limited Partners             2,748,000           3,918,651         3,277,777         4,302,533         3,492,685
   General Partner            (   263,673)        (   197,010)      (   316,058)      (   177,234)      (   250,684)
Number of Units
   Outstanding                    418,266             418,266           418,266           418,266           418,266
------------
(1)   These  amounts  have been  restated  to reflect  the sale of the Jay Field
      during 2004,  the sale of various oil and gas  properties  during 2006 and
      assets held for sale as of December 31, 2006 as  discontinued  operations.
      See "Item 7. Management's  Discussion and Analysis of Financial  Condition
      and Results of Operations" for more information  about these  discontinued
      operations.
(2)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued operations.  See "Item 7. Management's Discussion and
      Analysis  of  Financial  Condition  and  Results of  Operations"  for more
      information about these discontinued operations.
</TABLE>



                                      -47-
<PAGE>


<TABLE>

                                                 Selected Financial Data
<CAPTION>

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

                                  2006               2005(1)           2004(1)           2003(1)           2002(1)
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $2,392,448          $3,289,188        $2,475,266        $2,125,502        $1,362,125
Income from:
   Continuing
     operations                 1,096,403           2,106,059         1,413,748           970,579           299,035
   Discontinued
     operations                   564,048             458,357           376,474           273,141           197,461
Net Income:
   Limited Partners             1,473,768           2,428,636         1,694,433         1,176,685           460,816
   General Partner                186,683             135,780            95,789            70,747            35,680
   Total                        1,660,451           2,564,416         1,790,222         1,247,432           496,496
Limited Partners' Net
   Income per Unit                   6.65               10.96              7.65              5.31              2.08
Limited Partners' Cash
   Distributions per
   Unit                             10.64                9.39              5.80              4.72              2.60
Total Assets                    2,750,005           3,557,937         2,994,343         2,592,302         2,427,147
Partners' Capital
   (Deficit):
   Limited Partners             2,249,559           3,131,791         2,783,155         2,374,722         2,245,037
   General Partner            (   126,790)        (   126,897)      (   142,055)      (   156,356)      (   159,621)
Number of Units
   Outstanding                    221,484             221,484           221,484           221,484           221,484
------------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued operations.  See "Item 7. Management's Discussion and
      Analysis  of  Financial  Condition  and  Results of  Operations"  for more
      information about these discontinued operations.
</TABLE>





                                      -48-
<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  accuracy of third party  payments  and  billings,  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.


      Discontinued Operations

      The III-D and III-E Partnerships owned working interests in the Jay-Little
Escambia  Creek Field in Santa Rosa County,  Florida (the "Jay  Field").  In May
2004, the III-D and III-E  Partnerships  sold all of their  interests in the Jay
Field. For accounting purposes, the sale was treated as discontinued operations.
The  sales  proceeds,   consisting  of   approximately   $89,000  and  $632,000,
respectively, were included in the III-D and III-E Partnerships' August 15, 2004
cash distributions.

      The sale of the Jay Field  interests  impacted the operations of the III-D
and  III-E  Partnerships.  Routine  audits  of  joint  interest  billings  by an
unaffiliated  non-operator  after  the  close  date  of  the  sale  resulted  in
additional expenses of approximately $76,000 and $544,000, respectively,  billed
to the III-D and III-E  Partnerships.  The  expenses  represent  costs  incurred
before  the  effective  date of the sale.  The reader  should  refer to Note 6 -
Discontinued Operations to the financial statements included in



                                      -49-
<PAGE>



Item 8 of this Annual Report for additional information regarding this matter.

      In December 2006,  the  Partnerships  sold their  interests in a number of
producing properties.  This disposal was treated as discontinued operations. The
sales proceeds consisting of approximately $517,000,  $218,000, $98,000, $1,000,
$108,000 and $90,000, respectively,  were included in the February 15, 2007 cash
distributions  paid  by  the  III-A,   III-B,  III-C,  III-D,  III-E  and  III-F
Partnerships.  The sale of these producing properties will impact the continuing
future operations of the  Partnerships.  It is anticipated that the Partnerships
will have lower lease operating costs,  lower oil and gas sales, and a reduction
in their asset  retirement  obligations  as a result of these sales.  The reader
should refer to the combined financial  statements indexed in Item 15 hereof for
additional information regarding this matter.


      Partnership Terminations

      The  Partnerships  would  have  terminated  on the  dates  shown  below in
accordance with the Partnership Agreements.

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

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.  The
General  Partner has  extended  the terms of the  Partnerships  for their fourth
two-year  extension,  thereby  extending their  termination date to November 22,
2007 (for the III-A Partnership) and to December 31, 2007 (for the III-B, III-C,
III-D,  III-E and III-F  Partnerships).  On February 5, 2007 the General Partner
mailed a notice to the limited  partners  announcing  that (i) the  Partnerships
will terminate on November 22, 2007 (for the III-A  Partnership) and on December
31, 2007 for the other  Partnerships and (ii) the General Partner will liquidate
the Partnerships' assets and satisfy their liabilities as part of the winding-up
process.

      The General  Partner has been selling  selected oil and gas properties due
to the  generally  favorable  market for oil and gas  properties.  The last such
sales are anticipated to be The Oil and Gas Asset Clearinghouse  auctions in May
through  July  2007.  While  these  property  sales  were  not  related  to  the
Partnerships'  liquidation,  all remaining property dispositions will be made as
part of the liquidation and winding-up process.




                                      -50-
<PAGE>



      Liquidation  and  Winding-Up  Process.  The  General  Partner  intends  to
commence  liquidating the  Partnerships'  properties in the second half of 2007,
and hopes to have all or substantially all of the properties sold prior to March
31, 2008. As part of the liquidation  process, the General Partner will actively
negotiate for the sale of the  properties.  These  properties will be offered to
all interested  parties through normal oil and gas property auction processes as
well as  appropriate  negotiated  transactions.  It is possible that the General
Partner  will  package some  properties  which have value with other  properties
which  have  no or  little  value  or are  burdened  with  actual  or  potential
liabilities.  The  General  Partner  intends  to sell  such  remaining  property
packages  and any  associated  or  otherwise  remaining  Partnership  assets and
liabilities to the highest bidder at auction.  It is possible that affiliates of
the General  Partner may  participate in any public auction of these  properties
and may be the successful high bidder on some or all of the properties.

      Cash Distributions.  The Partnerships will make routine cash distributions
throughout  the  remainder  of  2007.  Proceeds  from  the  sale of  Partnership
properties  may be  included  in  these  normal  cash  distributions,  or may be
distributed  to the partners by way of special cash  distributions.  The General
Partner will analyze the level of cash held by the  Partnerships  throughout the
liquidation  process and will retain sufficient cash to cover all final expenses
and liabilities of the Partnerships. After final settlement from the sale of all
properties,   satisfaction  of  Partnership   expenses  and   liabilities,   and
calculation of any remaining assets and liabilities of the Partnerships, any net
cash will be paid as a final  liquidating  distribution  to all of the remaining
partners in each Partnership. It is expected that the final distribution will be
made no later than December 31, 2008.

      Repurchase  Offer.  In order to ensure that the General  Partner makes all
liquidation  distributions  to the correct  parties  based on the most  accurate
information possible,  the General Partner terminated the outstanding repurchase
offer as of March 9, 2007.  In  addition,  the General  Partner will not process
transfers  among third  parties  which are not  postmarked on or before June 30,
2007 and received by the General Partner on or before July 13, 2007. The General
Partner will not impose these  deadlines on transfers  between  family  members,
their trusts, or similar related entities and transfers due to death or divorce.

      Financial  Statements.  The  financial  statements  described  in "Item 8.
Financial  Statements  and  Supplementary  Data" and  indexed in Item 15 to this
Annual Report are audited and presented on a going concern basis.  However,  the
General  Partner has included in Note 7 to such financial  statements  unaudited
pro forma balance sheets which are presented on a liquidation basis.





                                      -51-
<PAGE>



      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis  of  results  of  operations  provided  below.  The  primary  source of
liquidity  and  Partnership  cash  distributions  comes  from  the net  revenues
generated from the sale of oil and gas produced from the  Partnerships'  oil and
gas properties and recently the sale of oil and gas properties. The level of net
revenues is highly  dependent  upon the prices  received  for oil and gas sales,
which  prices have  historically  been very  volatile and may continue to be so.
Additionally,  lower oil and natural gas prices may reduce the amount of oil and
gas that is economic to produce and reduce the  Partnerships'  revenues and cash
flow.  Various factors beyond the  Partnerships'  control will affect prices for
oil and natural gas, such as:

      *  Worldwide and domestic supplies of oil and natural gas;
      *  The  ability  of  the  members of OPEC to agree upon and  maintain  oil
         prices and production quotas;
      *  Political  instability  or  armed  conflict in oil-producing regions or
         around major shipping areas;
      *  The level of consumer demand and overall economic activity;
      *  The competitiveness of alternative fuels;
      *  Weather conditions and the impact of weather-related events;
      *  The availability and proximity of pipelines for transportation;
      *  Domestic and foreign government regulations and taxes;
      *  Market expectations; and
      *  The effect of worldwide energy conservation.

      It is not  possible to predict the future  direction of oil or natural gas
prices.  Operating costs, including General and Administrative Expenses, may not
decline over time, may increase,  or may experience only a gradual decline, thus
adversely  affecting  net revenues as either  production  or oil and natural gas
prices decline.  In any particular  period, net revenues may also be affected by
either  the  receipt  of  proceeds  from  property  sales  or the  incursion  of
additional  costs  as a  result  of  well  workovers,  recompletions,  new  well
drilling, and other events.

      In addition to pricing, the level of net revenues is also highly dependent
upon the total  volumes of oil and natural gas sold.  Oil and gas  reserves  are
depleting  assets and will  experience  production  declines over time,  thereby
likely  resulting  in  reduced  net  revenues.  Despite  this  general  trend of
declining production,  several factors can cause the volumes of oil and gas sold
to increase,  remain  relatively  constant,  or decrease at an even greater rate
over a given period. These factors include, but are not limited to:

      *  Geophysical  conditions  which  cause an acceleration of the decline in
         production;



                                      -52-
<PAGE>




      *  The shutting in of wells (or the opening of previously  shut-in  wells)
         due to low oil and gas prices (or high oil and gas prices),  mechanical
         difficulties,  loss of a market or  transportation,  or  performance of
         workovers, recompletions, or other operations in the well;
      *  Prior period volume adjustments (either positive  or  negative) made by
         operators of the properties;
      *  Adjustments  in ownership or rights to production  in  accordance  with
         agreements  governing  the  operation or ownership of the well (such as
         adjustments that occur at payout or due to gas balancing); and
      *  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  Partnership's  results  of  operations  for the year  ended
December 31, 2006 as compared to the year ended  December 31, 2005,  and for the
year ended December 31, 2005 as compared to the year ended December 31, 2004.


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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                     -------------------------------------


      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total oil and gas sales decreased  $492,000 (10.8%) in 2006 as compared to
2005.  Of this  decrease (i) $208,000 and $184,000  were related to decreases in
volumes of oil and gas sold and (ii)  $387,000  was related to a decrease in the
average price of gas



                                      -53-
<PAGE>



sold.  These decreases were partially  offset by an increase of $287,000 related
to an increase in the average price of oil sold.

       Volumes of oil and gas sold  decreased  3,818  barrels  and 24,095 Mcf in
2006 as compared to 2005.  The decrease in volumes of oil sold was primarily due
to (i) the  shutting-in  of one  significant  well during late 2005 through late
2006 in order to perform an  unsuccessful  workover and (ii) normal  declines in
production.  As of the date of this  Annual  Report,  the  operator  has not yet
determined  when,  or if, the  shut-in  well will return to  production  and, if
returned to  production,  at what rate.  The decrease in volumes of gas sold was
primarily due to (i) normal  declines in  production,  (ii) the  shutting-in  of
several wells during late 2005 through late 2006 in order to perform  workovers,
and (iii)  positive  prior period  volume  adjustments  made by the operators on
several  other wells  during  2005.  As of the date of this Annual  Report,  the
operator  has not  determined  when,  or if, the  shut-in  wells will  return to
production  and, if returned to production,  at what rate.  These decreases were
partially  offset by a  positive  prior  period  volume  adjustment  made by the
operator on another significant well during 2006.

      Average oil prices  increased to $64.64 per barrel in 2006 from $54.52 per
barrel in 2005. Average gas prices decreased to $6.51 per Mcf in 2006 from $7.64
per Mcf in 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $128,000 (11.9%) in 2006 as compared to 2005. This
decrease was  primarily due to (i) workover  expenses  incurred on several wells
during 2005, (ii) a decrease in production taxes associated with the decrease in
oil and gas sales, and (iii) a decrease in saltwater  disposal expenses incurred
on several  other wells during 2006 as compared to 2005.  As of the date of this
Annual Report,  management  anticipates that these saltwater  disposal  expenses
will remain at 2006 levels.  These  decreases were partially  offset by workover
expenses  incurred on one  significant  well during 2006. As a percentage of oil
and gas sales, these expenses decreased to 23.3% in 2006 from 23.6% in 2005.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties  decreased  $12,000 (7.1%) in 2006 as compared to 2005. This decrease
was primarily due to (i) several wells being fully  depleted  during 2005 due to
their lack of remaining  reserves  and (ii) the  decreases in volumes of oil and
gas sold.  These  decreases were  partially  offset by several other wells being
fully  depleted  during  2006  due to their  lack of  remaining  reserves.  As a
percentage  of oil and gas sales,  this  expense  increased to 3.8% in 2006 from
3.7% in 2005.

      The Partnership  recognized a non-cash  charge against  earnings of $6,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was



                                      -54-
<PAGE>



incurred during 2005.

      General and administrative  expenses remained  relatively constant in 2006
and 2005. As a percentage of oil and gas sales, these expenses increased to 7.8%
in 2006 from 7.0% in 2005, primarily due to the decrease in oil and gas sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $44,706,701 or 169.36% of Limited Partners' capital contributions.


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                     -------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total oil and gas sales increased  $554,000 (13.8%) in 2005 as compared to
2004.  Of this  increase  $470,000 and $684,000 were related to increases in the
average prices of oil and gas sold.  These  increases  were partially  offset by
decreases of $178,000  and  $422,000  related to decreases in volumes of oil and
gas sold.

      Volumes of oil and gas sold decreased 4,466 barrels and 72,963 Mcf in 2005
as compared to 2004.  The decrease in volumes of oil sold was  primarily  due to
(i) normal  declines in production and (ii) the  shutting-in of one  significant
well  during  late  2004 and early  2005 in order to  perform  a  workover.  The
decrease  in volumes of gas sold was  primarily  due to (i) normal  declines  in
production,  (ii) the shutting-in of two significant  wells during early 2005 in
order to perform workovers,  and (iii) a positive prior period volume adjustment
included in the receipt of first revenues on one significant well during 2004.

      Average  oil and gas prices  increased  to $54.52 per barrel and $7.64 per
Mcf in 2005 from $39.92 per barrel and $5.78 per Mcf in 2004.



                                      -55-
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $298,000 (38.2%) in 2005 as compared to 2004. This
increase  was  primarily  due to (i)  workover  expenses,  (ii) an  increase  in
production  taxes associated with the increase in oil and gas sales, and (iii) a
positive  prior period  production  tax  adjustment  made by the operator on one
significant  well  during  2005.  These  increases  were  partially  offset by a
negative prior period  production tax adjustment made by the operator on another
significant  well  during  2005.  As a  percentage  of oil and gas sales,  these
expenses  increased  to 23.6% in 2005 from 19.4% in 2004,  primarily  due to the
dollar increase in oil and gas production expenses.

      DD&A of oil and gas properties increased $6,000 (3.7%) in 2005 as compared
to 2004.  Of this  increase (i) $66,000 was due to the  depletion of  additional
capitalized  costs of oil and gas properties as a result of the upward  revision
in the  estimate  of the asset  retirement  obligations,  of which  $44,000  was
related to previously fully depleted wells, and (ii) $8,000 was due to accretion
of these additional asset retirement obligations. These increases were partially
offset by (i) the abandonment of one  significant  well during 2004 following an
unsuccessful  recompletion  attempt and (ii) the decreases in volumes of oil and
gas sold. As a percentage of oil and gas sales,  this expense  decreased to 3.7%
in 2005 from 4.1% in 2004.

      General and  administrative  expenses  increased  $6,000 (2.0%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 7.0% in 2005 from 7.8% in 2004,  primarily due to the increase in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.



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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                     -------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more



                                      -56-
<PAGE>



information about these discontinued operations.

      Total oil and gas sales  decreased  $219,000 (9.0%) in 2006 as compared to
2005.  Of this  decrease (i) $154,000 and $105,000  were related to decreases in
volumes of oil and gas sold and (ii)  $159,000  was related to a decrease in the
average price of gas sold.  These decreases were partially offset by an increase
of $199,000 related to an increase in the average price of oil sold.

       Volumes of oil and gas sold  decreased  2,821  barrels  and 13,820 Mcf in
2006 as compared to 2005.  The decrease in volumes of oil sold was primarily due
to (i) the  shutting-in  of one  significant  well during late 2005 through late
2006 in order to perform an  unsuccessful  workover and (ii) normal  declines in
production.  As of the date of this  Annual  Report,  the  operator  has not yet
determined  when or if the  shut-in  well will  return  to  production  and,  if
returned to  production,  at what rate.  The decrease in volumes of gas sold was
primarily due to (i) normal  declines in  production,  (ii) the  shutting-in  of
several wells during late 2005 through late 2006 in order to perform  workovers,
and (iii) a positive prior period volume  adjustment made by the operator on one
significant well during 2005. As of the date of this Annual Report, the operator
has not determined when, or if, the shut-in wells will return to production and,
if returned to production,  at what rate.  These decreases were partially offset
by a positive  prior period  volume  adjustment  made by the operator on another
significant well during 2006.

      Average oil prices  increased to $64.72 per barrel in 2006 from $54.60 per
barrel in 2005. Average gas prices decreased to $6.54 per Mcf in 2006 from $7.63
per Mcf in 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $62,000 (9.6%) in 2006 as compared to 2005.  This
decrease was  primarily due to (i) workover  expenses  incurred on several wells
during 2005, (ii) a decrease in production taxes associated with the decrease in
oil and gas sales, and (iii) a decrease in saltwater  disposal expenses incurred
on several  wells during 2006 as compared to 2005. As of the date of this Annual
Report,  management  anticipates  that these  saltwater  disposal  expenses will
remain at 2006  levels.  These  decreases  were  partially  offset  by  workover
expenses  incurred on one  significant  well during 2006. As a percentage of oil
and gas sales, these expenses decreased to 26.2% in 2006 from 26.3% in 2005.

      DD&A  of oil and  gas  properties  decreased  $27,000  (28.8%)  in 2006 as
compared to 2005.  This  decrease was  primarily  due to (i) several wells being
fully depleted during 2005 due to their lack of remaining  reserves and (ii) the
decreases in volumes of oil and gas sold.  These decreases were partially offset
by two  significant  wells being fully depleted during 2006 due to their lack of
remaining reserves. As a percentage of oil and gas sales, this expense decreased
to 3.0% in 2006 from 3.8% in 2005,



                                      -57-
<PAGE>



primarily due to the dollar decrease in DD&A.

      The Partnership  recognized a non-cash  charge against  earnings of $4,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and  administrative  expenses  decreased  $3,000 (1.4%) in 2006 as
compared to 2005. As a percentage of oil and gas sales, these expenses increased
to 8.1% in 2006 from 7.5% in 2005.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $24,609,353 or 177.90% of Limited Partners' capital contributions.


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                     -------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total oil and gas sales increased  $345,000 (16.5%) in 2005 as compared to
2004.  Of this  increase  $330,000 and $279,000 were related to increases in the
average prices of oil and gas sold.  These  increases  were partially  offset by
decreases of $113,000  and  $151,000  related to decreases in volumes of oil and
gas sold.

      Volumes of oil and gas sold decreased 2,832 barrels and 25,601 Mcf in 2005
as compared to 2004.  The decrease in volumes of oil sold was  primarily  due to
(i) normal  declines in production and (ii) the  shutting-in of one  significant
well  during  late  2004 and early  2005 in order to  perform  a  workover.  The
decrease  in volumes of gas sold was  primarily  due to (i) normal  declines  in
production and (ii) the shutting-in of two  significant  wells during early 2005
in order to perform workovers.



                                      -58-
<PAGE>



      Average  oil and gas prices  increased  to $54.60 per barrel and $7.63 per
Mcf in 2005 from $39.93 per barrel and $5.88 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $175,000 (37.4%) in 2005 as compared to 2004. This
increase  was  primarily  due to (i)  workover  expenses,  (ii) an  increase  in
production  taxes associated with the increase in oil and gas sales, and (iii) a
positive  prior period  production  tax  adjustment  made by the operator on one
significant  well  during  2005.  These  increases  were  partially  offset by a
negative prior period  production tax adjustment made by the operator on another
significant  well  during  2005.  As a  percentage  of oil and gas sales,  these
expenses  increased  to 26.3% in 2005 from 22.3% in 2004,  primarily  due to the
dollar increase in oil and gas production expenses.

      DD&A of oil and gas properties decreased $3,000 (3.0%) in 2005 as compared
to  2004.  This  decrease  was  primarily  due to  (i)  the  abandonment  of one
significant well during 2004 following an unsuccessful  recompletion attempt and
(ii)  the  decreases  in  volumes  of oil and gas  sold.  These  decreases  were
partially  offset by increases of (i) $44,000 due to the depletion of additional
capitalized  costs of oil and gas properties as a result of the upward  revision
in the  estimate  of the asset  retirement  obligations,  of which  $27,000  was
related to previously  fully depleted wells, and (ii) $5,000 due to accretion of
these additional asset  retirement  obligations.  As a percentage of oil and gas
sales, this expense  decreased to 3.8% in 2005 from 4.6% in 2004,  primarily due
to the increase in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $7,000 (3.9%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 7.5% in 2005 from 8.4% in 2004,  primarily due to the increase in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.




                                      -59-
<PAGE>



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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                     -------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total oil and gas sales increased  $500,000 (12.0%) in 2006 as compared to
2005.  Of this  increase (i) $128,000 and $755,000  were related to increases in
volumes of oil and gas sold and (ii)  $109,000 was related to an increase in the
average price of oil sold.  These increases were partially  offset by a decrease
of $492,000 related to a decrease in the average price of gas sold.

      Volumes of oil and gas sold  increased  2,353  barrels  and 104,363 Mcf in
2006 as compared to 2005.  The increase in volumes of oil sold was primarily due
to (i) an  increase in  production  on two  significant  wells  following  their
successful  recompletion  during  early  and mid 2006  and  (ii) the  successful
completion of several new wells. These increases were partially offset by normal
declines in production. The increase in volumes of gas sold was primarily due to
(i) the  successful  completion of several wells,  (ii) upward  revisions in the
estimates of remaining  gas reserves on one  significant  well which reduced the
Partnership's  overproduced in excess of estimated  ultimate reserves  position,
thereby decreasing its gas imbalance payable,  and (iii) a negative prior period
volume adjustment on another  significant well during 2005. These increases were
partially offset by normal declines in production.

      Average oil prices  increased to $63.75 per barrel in 2006 from $54.40 per
barrel in 2005. Average gas prices decreased to $6.43 per Mcf in 2006 from $7.24
per Mcf in 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $185,000 (19.4%) in 2006 as compared to 2005. This
increase  was  primarily  due to (i) an increase in  workover  expenses,  (ii) a
$60,000  decrease  in lease  operating  expenses  during 2005  resulting  from a
decrease in the Partnership's gas balancing position on several wells, and (iii)
an increase in  production  taxes  associated  with the  increase in oil and gas
sales.  As of the date of this Annual Report,  management  anticipates  workover
costs remaining at or increasing  above 2006 levels due to the increased cost to
perform a workover and the age of the wellbores.  As a percentage of oil and gas
sales, these expenses increased to 24.5% in 2006 from 22.9% in 2005.



                                      -60-
<PAGE>




      DD&A of oil and gas  properties  increased  $294,000  (129.4%)  in 2006 as
compared  to  2005.  This  increase  was  primarily  due to (i) an  increase  in
depletable oil and gas properties  during 2006 primarily due to the recompletion
of several  wells and (ii) the  increases  in  volumes of oil and gas sold.  The
increase in DD&A was  partially  offset by several  wells  being fully  depleted
during 2005 due to their lack of remaining reserves.  As a percentage of oil and
gas sales, this expense increased to 11.2% in 2006 from 5.5% in 2005,  primarily
due to the dollar increase in DD&A.

      The Partnership  recognized a non-cash charge against  earnings of $77,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and  administrative  expenses  decreased  $3,000 (1.0%) in 2006 as
compared to 2005. As a percentage of oil and gas sales, these expenses decreased
to 6.3% in 2006 from 7.1% in 2005,  primarily due to the increase in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $33,575,795 or 137.30% of Limited Partners' capital contributions.


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                     -------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total oil and gas sales increased  $893,000 (27.3%) in 2005 as compared to
2004.  Of this  increase  $138,000 and $923,000 were related to increases in the
average prices of oil and gas sold.  These increases were partially  offset by a
decrease of $176,000 related to a decrease in volumes of gas sold.

      Volumes of oil sold increased 206 barrels, while volumes of



                                      -61-
<PAGE>



gas sold  decreased  32,610 Mcf in 2005 as  compared  to 2004.  The  increase in
volumes  of oil sold  was  primarily  due to (i) the  successful  completion  of
several new wells during early to mid 2005 and (ii) an increase in production on
one significant  well following its successful  workover during late 2004. These
increases were partially  offset by normal declines in production.  The decrease
in volumes of gas sold was primarily due to (i) normal  declines in  production,
(ii)  substantial  declines in production  during 2005 on two significant  wells
following  their  unsuccessful  workovers  during mid to late 2004,  and (iii) a
negative prior period volume adjustment on one significant well during 2005. The
wells with  substantial  declines in  production  are not  expected to return to
their  previously  high levels of  production.  These  decreases  were partially
offset by (i) the  successful  completion  of several new wells during late 2004
and  early to mid 2005  and  (ii)  increases  in  production  on  several  wells
following their successful workovers during mid to late 2004 and early 2005.

      Average  oil and gas prices  increased  to $54.40 per barrel and $7.24 per
Mcf in 2005 from $39.57 per barrel and $5.41 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $107,000 (12.7%) in 2005 as compared to 2004. This
increase was primarily  due to (i) an increase in workover  expenses and (ii) an
increase in production  taxes associated with the increase in oil and gas sales.
As a percentage of oil and gas sales,  these expenses decreased to 22.9% in 2005
from 25.9% in 2004, primarily due to the increase in oil and gas sales.

      DD&A of oil and  gas  properties  decreased  $213,000  (48.4%)  in 2005 as
compared to 2004.  This decrease was primarily due to (i) one  significant  well
being fully depleted during 2004 due to its lack of remaining  reserves and (ii)
the decrease in volumes of gas sold.  These  decreases were partially  offset by
(i) $53,000 due to the depletion of additional  capitalized costs of oil and gas
properties  as a result of the  upward  revision  in the  estimate  of the asset
retirement  obligations,  of which  $34,000  was  related  to  previously  fully
depleted  wells,  (ii)  $8,000  due  to  accretion  of  these  additional  asset
retirement  obligations,  and  (iii)  an  increase  in  depletable  oil  and gas
properties during 2005 primarily due to the drilling of two developmental wells.
As a percentage  of oil and gas sales,  this  expense  decreased to 5.5% in 2005
from 13.5% in 2004, primarily due to the dollar decrease in DD&A.

      General and  administrative  expenses  increased  $6,000 (2.1%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 7.1% in 2005 from 8.9% in 2004,  primarily due to the increase in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined



                                      -62-
<PAGE>



financial  statements  indexed  in Item 15  hereof,  the  Partnership  is in the
process of selling an  increased  amount of the  Partnership's  properties  as a
result  of  the  generally   favorable  current  environment  for  oil  and  gas
dispositions  and will be selling  all of the  Partnership's  properties  in the
liquidation  process.  The Partnership  will have lower future oil and gas sales
and lower future production expenses due to the sale of these properties.



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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                     -------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total oil and gas sales increased  $339,000 (13.9%) in 2006 as compared to
2005.  Of this  increase (i) $73,000 and  $578,000  were related to increases in
volumes of oil and gas sold and (ii)  $97,000  was related to an increase in the
average price of oil sold.  These increases were partially  offset by a decrease
of $409,000 related to a decrease in the average price of gas sold.

      Volumes of oil and gas sold increased 1,382 barrels and 82,696 Mcf in 2006
as compared to 2005.  The increase in volumes of oil sold was  primarily  due to
(i) the  successful  completion  of several  new wells and (ii) an  increase  in
production on two  significant  wells following  their  successful  recompletion
during  early and mid 2006.  These  increases  were  partially  offset by normal
declines in production. The increase in volumes of gas sold was primarily due to
(i) the successful completion of several new wells, (ii) upward revisions in the
estimates of remaining  gas reserves on one  significant  well which reduced the
Partnership's  overproduced in excess of estimated  ultimate reserves  position,
thereby decreasing its gas imbalance payable,  and (iii) increases in production
on several other wells following their successful recompletions during early and
mid  2006.   These  increases  were  partially  offset  by  normal  declines  in
production.

      Average oil prices  increased to $62.74 per barrel in 2006 from $52.95 per
barrel in 2005. Average gas prices decreased to $5.88 per Mcf in 2006 from $6.99
per Mcf in 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
production taxes) increased $138,000 (23.2%) in 2006



                                      -63-
<PAGE>



as compared  to 2005.  This  increase  was  primarily  due to (i) an increase in
workover  expenses,  (ii) a $45,000  decrease in lease operating  expense during
2005  resulting  from a decrease in the  Partnership  gas balancing  position on
several wells, and (iii) and an increase in production taxes associated with the
increase in oil and gas sales. As of the date of this Annual Report,  management
anticipates  workover costs remaining at or increasing  above 2006 levels due to
the  increased  cost to perform a workover  and the age of the  wellbores.  As a
percentage of oil and gas sales,  these expenses increased to 26.3% in 2006 from
24.3% in 2005.

      DD&A of oil and gas  properties  increased  $256,000  (216.7%)  in 2006 as
compared to 2005.  This  increase was primarily due to an increase in depletable
oil and gas properties  during 2006 primarily due to the recompletion of several
wells.  The increase in DD&A was  partially  offset by several wells being fully
depleted during 2005 due to their lack of remaining reserves. As a percentage of
oil and gas sales,  this  expense  increased to 13.5% in 2006 from 4.8% in 2005,
primarily due to the dollar increase in DD&A.

      The Partnership  recognized a non-cash charge against  earnings of $13,000
during  2006.  This  charge  was  related to the  decline in gas prices  used to
determine  recoverability of oil and gas reserves at September 30, 2006. No such
charge was incurred during 2005.

      General and  administrative  expenses  decreased  $2,000 (1.3%) in 2006 as
compared to 2005. As a percentage of oil and gas sales, these expenses decreased
to 6.2% in 2006 from 7.1% in 2005,  primarily due to the increase in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $18,671,669 or 142.52% of Limited Partners' capital contributions.


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                     -------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been restated to reflect the Partnership's



                                      -64-
<PAGE>



assets  held for sale as  discontinued  operations.  See Note 6 to the  combined
financial  statements indexed in Item 15 hereof for more information about these
discontinued operations.

      Total oil and gas sales increased  $563,000 (29.9%) in 2005 as compared to
2004.  Of this  increase  $128,000 and $460,000 were related to increases in the
average prices of oil and gas sold.

      Volumes  of oil sold  increased  199  barrels,  while  volumes of gas sold
decreased  6,168 Mcf in 2005 as compared to 2004. The increase in volumes of oil
sold was  primarily  due to (i) the  successful  completion of several new wells
during early to mid 2005 and (ii) an increase in production  on one  significant
well following its successful  workover  during late 2004.  These increases were
partially  offset by normal  declines in production.  The decrease in volumes of
gas sold was  primarily  due to (i) normal  declines  in  production  and (ii) a
substantial  decline in production during 2005 on one significant well following
its unsuccessful  workover during mid 2004. The well with a substantial  decline
in  production  is not  expected  to return  to its  previously  high  levels of
production.  These  decreases  were  partially  offset  by  (i)  the  successful
completion  of several new wells during late 2004 and early to mid 2005 and (ii)
increases in production on two  significant  wells  following  their  successful
workovers during mid to late 2004.

      Average  oil and gas prices  increased  to $52.95 per barrel and $6.99 per
Mcf in 2005 from $37.97 per barrel and $5.38 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $101,000 (20.5%) in 2005 as compared to 2004. This
increase  was  primarily  due to (i) an increase in workover  expenses,  (ii) an
increase in production  taxes associated with the increase in oil and gas sales,
and (iii) repair and maintenance expenses incurred on several wells during 2005.
As a percentage of oil and gas sales these  expenses  decreased to 24.3% in 2005
from 26.2% in 2004.

      DD&A  of oil and  gas  properties  increased  $22,000  (23.4%)  in 2005 as
compared to 2004.  Of this  increase  (i) $34,000  was due to the  depletion  of
additional capitalized costs of oil and gas properties as a result of the upward
revision in the estimate of the asset retirement  obligations,  of which $24,000
was  related to  previously  fully  depleted  wells,  and (ii) $5,000 was due to
accretion of these additional asset  retirement  obligations.  This increase was
also  due to  downward  revisions  in the  estimates  of  remaining  oil and gas
reserves following an unsuccessful  recompletion attempt on one significant well
during 2005.  These increases were partially  offset by (i) one significant well
being fully depleted during 2004 due to its lack of remaining  reserves and (ii)
upward  revisions  in the  estimates of  remaining  oil and gas  reserves  since
December 31, 2004. As a percentage of oil and gas sales,  this expense decreased
to 4.8% in 2005 from 5.1% in 2004.



                                      -65-
<PAGE>




      General and  administrative  expenses  increased  $2,000 (1.4%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 7.1% in 2005 from 9.1% in 2004,  primarily due to the increase in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.



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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                     -------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total oil and gas sales decreased  $1,546,000  (27.0%) in 2006 as compared
to 2005. Of this decrease (i) $323,000 and $710,000 were related to decreases in
volumes of oil and gas sold and (ii)  $654,000  was related to a decrease in the
average price of gas sold.

      Volumes of oil and gas sold decreased 6,396 barrels and 99,105 Mcf in 2006
as compared to 2005.  The decrease in volumes of oil sold was  primarily  due to
(i) normal  declines  in  production  and (ii) a positive  prior  period  volume
adjustment  made by the  operator  on one  significant  well  during  2005.  The
decrease  in volumes of gas sold was  primarily  due to (i) normal  declines  in
production and (ii) a negative prior period volume adjustment during 2006.

      Average oil prices  increased to $58.97 per barrel in 2006 from $50.53 per
barrel in 2005. Average gas prices decreased to $5.94 per MCF in 2006 from $7.16
per Mcf in 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $25,000 (1.8%) in 2006 as compared to 2005.  This
decrease was primarily due to (i) a



                                      -66-
<PAGE>



decrease in production  taxes associated with the decrease in oil and gas sales,
(ii) a $78,000 decrease in lease operating expenses during 2006 resulting from a
decrease in the Partnership's gas balancing position on several wells, and (iii)
the receipt of a $46,000  lease  operating  expense  credit  resulting  from the
settlement of a class action lawsuit on one significant  unit during 2006. These
decreases were partially offset by an increase in workover  expenses.  As of the
date of this Annual Report,  management  anticipates workover costs remaining at
or increasing  above 2006 levels due to the increased cost to perform a workover
and the age of the  wellbores.  As a  percentage  of oil  and gas  sales,  these
expenses  increased  to 33.5% in 2006 from 24.9% in 2005,  primarily  due to the
decrease in oil and gas sales.

      DD&A  of oil and  gas  properties  decreased  $76,000  (23.7%)  in 2006 as
compared to 2005.  This  decrease  was  primarily  due to (i) the  decreases  in
volumes of oil and gas sold, (ii) several wells being fully depleted during 2005
due to their lack of remaining  reserves,  and (iii) one significant  well being
substantially depleted during 2005 due to its lack of remaining reserves.  These
decreases  were partially  offset by (i) downward  revisions in the estimates of
remaining oil and gas reserves  since December 31, 2005 and (ii) two other wells
being fully depleted during 2006 due to their lack of remaining  reserves.  As a
percentage  of oil and gas sales,  this  expense  increased to 5.8% in 2006 from
5.6% in 2005.

      The Partnership  recognized a non-cash charge against  earnings of $61,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and administrative  expenses remained  relatively constant in 2006
and 2005.  As a percentage  of oil and gas sales,  these  expenses  increased to
11.7% in 2006 from 8.6% in 2005,  primarily  due to the  decrease in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.

      The Limited Partners have received cash distributions through December 31,
2006   totaling   $55,174,016,   or  131.91%  of   Limited   Partners'   capital
contributions.





                                      -67-
<PAGE>



                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                     -------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total oil and gas sales increased  $1,314,000  (29.8%) in 2005 as compared
to 2004. Of this increase  $316,000 and $1,203,000  were related to increases in
the average prices of oil and gas sold. These increases were partially offset by
a decrease of $231,000 related to a decrease in volumes of gas sold.

      The increase in volumes of oil sold was primarily due to a negative  prior
period volume  adjustment on one significant well during 2004. This increase was
partially  offset by normal  declines in production.  The decrease in volumes of
gas sold was primarily due to normal declines in production.

      Average  oil and gas prices  increased  to $50.53 per barrel and $7.16 per
Mcf in 2005 from $36.88 per barrel and $5.27 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $149,000 (11.7%) in 2005 as compared to 2004. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with  the  increase  in oil and gas  sales  and  (ii) an  increase  in  workover
expenses.  These  increases  were  partially  offset by a positive  prior period
production tax adjustment on one  significant  unit during 2004. As a percentage
of oil and gas sales,  these  expenses  decreased to 24.9% in 2005 from 28.9% in
2004, primarily due to the increase in oil and gas sales.

      DD&A of oil and  gas  properties  increased  $128,000  (67.2%)  in 2005 as
compared to 2004.  Of this  increase  (i) $72,000  was due to the  depletion  of
additional capitalized costs of oil and gas properties as a result of the upward
revision in the estimate of the asset retirement  obligations,  of which $51,000
was related to  previously  fully  depleted  wells,  and (ii) $10,000 was due to
accretion of these additional asset  retirement  obligations.  This increase was
also due to (i) downward  revisions in the  estimates of remaining  gas reserves
since  December  31,  2004 and (ii) one  significant  well  being  substantially
depleted during 2005 due to its lack of remaining reserves. These increases were
partially  offset by (i) one  significant  well being fully depleted during 2004
due to its lack of  remaining  reserves  and (ii) the decrease in volumes of gas
sold.  As a percentage of oil and gas sales,  this expense  increased to 5.6% in
2005 from 4.3% in 2004, primarily due to the dollar increase in DD&A.



                                      -68-
<PAGE>




      General and administrative  expenses remained  relatively constant in 2005
and 2004. As a percentage of oil and gas sales, these expenses decreased to 8.6%
in 2005 from 11.1% in 2004, primarily due to the increase in oil and gas sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.



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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                     -------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total oil and gas sales decreased  $897,000 (27.3%) in 2006 as compared to
2005.  Of this  decrease (i) $58,000 and  $513,000  were related to decreases in
volumes of oil and gas sold and (ii)  $413,000  was related to a decrease in the
average price of gas sold.  These decreases were partially offset by an increase
of $87,000 related to an increase in the average price of oil sold.

      Volumes of oil and gas sold decreased 1,071 barrels and 70,427 Mcf in 2006
as compared to 2005.  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  and a  negative  prior  period  volume
adjustment during 2006.

      Average oil prices  increased to $63.09 per barrel in 2006 from $54.23 per
barrel in 2005. Average gas prices decreased to $5.90 per Mcf in 2006 from $7.28
per Mcf in 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $92,000 (12.6%) in 2006 as compared to 2005. This
increase  was  primarily  due to (i) an increase in workover  expenses  and (ii)
repair and maintenance expenses incurred on one significant well during 2006. As
of the date of this Annual Report, management anticipates workover costs



                                      -69-
<PAGE>



remaining  at or  increasing  above  2006  levels due to the  increased  cost to
perform a workover and the age of the wellbores.  These increases were partially
offset by a decrease in production taxes associated with the decrease in oil and
gas sales.  As a percentage of oil and gas sales,  these  expenses  increased to
34.4% in 2006 from 22.2% in 2005,  primarily  due to the decrease in oil and gas
sales.

      DD&A  of oil  and  gas  properties  decreased  $10,000  (5.4%)  in 2006 as
compared to 2005.  This  decrease  was  primarily  due to (i) the  decreases  in
volumes of oil and gas sold and (ii) several wells being fully  depleted  during
2005 due to  their  lack of  remaining  reserves.  The  decreases  in DD&A  were
partially offset by (i) downward revisions in the estimates of remaining oil and
gas reserves since  December 31, 2005,  (ii) two other  significant  wells being
fully depleted during 2006 due to their lack of remaining reserves, and (iii) an
increase in depletable oil and gas  properties  during 2006 primarily due to the
recompletion of one significant well. As a percentage of oil and gas sales, this
expense  increased  to 7.6% in 2006  from  5.9% in  2005,  primarily  due to the
decrease in the average price of gas sold.

      The Partnership  recognized a non-cash charge against  earnings of $55,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and  administrative  expenses  decreased  $3,000 (1.0%) in 2006 as
compared to 2005. As a percentage of oil and gas sales, these expenses increased
to 11.3% in 2006 from 8.3% in 2005, primarily due to the decrease in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.

      The Partnership  achieved  payout during the first quarter of 2006.  After
payout,  operations and revenues for the  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,
2006 totaling $24,108,904 or 108.85% of Limited Partners' capital contributions.



                                      -70-
<PAGE>




                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                     -------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

       Total oil and gas sales increased $814,000 (32.9%) in 2005 as compared to
2004.  Of this  increase  $169,000 and $755,000 were related to increases in the
average prices of oil and gas sold.  These increases were partially  offset by a
decrease of $118,000 related to a decrease in volumes of gas sold.

      Volumes  of oil sold  increased  197  barrels,  while  volumes of gas sold
decreased 22,432 Mcf in 2005 as compared to 2004. The increase in volumes of oil
sold was primarily due to (i) increases in production on several wells following
their  successful  workovers  during 2005 and (ii) an increase in  production on
another significant well following its successful  recompletion during mid 2005.
These  increases were  partially  offset by normal  declines in production.  The
decrease  in  volumes  of gas sold  was  primarily  due to  normal  declines  in
production.

      Average  oil and gas prices  increased  to $54.23 per barrel and $7.28 per
Mcf in 2005 from $38.71 per barrel and $5.24 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $85,000 (13.2%) in 2005 as compared to 2004. 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
several wells during 2005. As a percentage of oil and gas sales,  these expenses
decreased to 22.2% in 2005 from 26.1% in 2004,  primarily due to the increase in
oil and gas sales.

      DD&A  of oil and  gas  properties  increased  $41,000  (27.3%)  in 2005 as
compared to 2004.  Of this  increase  (i) $24,000  was due to the  depletion  of
additional capitalized costs of oil and gas properties as a result of the upward
revision in the estimate of the asset retirement  obligations,  of which $13,000
was  related to  previously  fully  depleted  wells,  and (ii) $6,000 was due to
accretion of these additional asset  retirement  obligations.  This increase was
also  due to  downward  revisions  in the  estimates  of  remaining  oil and gas
reserves on one significant  well since December 31, 2004.  These increases were
partially  offset by the decrease in volumes of gas sold. As a percentage of oil
and gas sales, this expense decreased to 5.9% in 2005 from 6.1% in 2004.




                                      -71-
<PAGE>



      General and  administrative  expenses  increased  $6,000 (2.3%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 8.3% in 2005 from 10.8% in 2004, primarily due to the increase in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.


      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 barrel of oil equivalent (one barrel or 6 Mcf
of gas) for 2006, 2005, and 2004.









                  [Remainder of Page Intentionally Left Blank]



                                      -72-
<PAGE>




                             2006 Compared to 2005
                             ---------------------

                             Average Sales Prices
-----------------------------------------------------------------------------
P/ship            2006                       2005(1)            % Change
------      ------------------         -----------------       --------------
              Oil        Gas             Oil       Gas
            ($/Bbl)    ($/Mcf)         ($/Bbl)   ($/Mcf)       Oil       Gas
            -------    -------         -------   -------       ---      -----
III-A       $64.64      $6.51          $54.52     $7.64        19%      (15%)
III-B        64.72       6.54           54.60      7.63        19%      (14%)
III-C        63.75       6.43           54.40      7.24        17%      (11%)
III-D        62.74       5.88           52.95      6.99        18%      (16%)
III-E        58.97       5.94           50.53      7.16        17%      (17%)
III-F        63.09       5.90           54.23      7.28        16%      (19%)


                              Production Volumes
-----------------------------------------------------------------------------
P/ship             2006                     2005(1)              % Change
------      -------------------        -----------------       --------------
              Oil         Gas           Oil        Gas          Oil      Gas
            (Bbls)       (Mcf)         (Bbls)     (Mcf)        (Bbls)   (Mcf)
            ------      -------        ------    -------       ------   -----
III-A       28,373      345,008        32,191    369,103       (12%)    ( 7%)
III-B       19,700      145,330        22,521    159,150       (13%)    ( 9%)
III-C       11,648      610,593         9,295    506,230        25%      21%
III-D        9,928      367,694         8,546    284,998        16%      29%
III-E       16,782      535,598        23,178    634,703       (28%)    (16%)
III-F        9,822      300,359        10,893    370,786       (10%)    (19%)

                           Average Production Costs
                         per Barrel of Oil Equivalent
                  ----------------------------------------
                  P/ship      2006     2005(1)    % Change
                  ------     ------    -------    --------
                  III-A      $11.06     $11.51       ( 4%)
                  III-B       13.25      13.13         1%
                  III-C       10.07      10.21       ( 1%)
                  III-D       10.28      10.60       ( 3%)
                  III-E       13.16      11.02        19%
                  III-F       13.76      10.07        37%
------------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued operations.  See "Item 7. Management's Discussion and
      Analysis  of  Financial  Condition  and  Results of  Operations"  for more
      information about these discontinued operations.





                                      -73-
<PAGE>




                             2005 Compared to 2004
                             ---------------------

                             Average Sales Prices
---------------------------------------------------------------------------
P/ship            2005(1)                    2004(1)            % Change
------      -------------------        -----------------       ------------
              Oil         Gas            Oil       Gas
            ($/Bbl)     ($/Mcf)        ($/Bbl)   ($/Mcf)       Oil      Gas
            -------     -------        -------   -------       ---      ---
III-A       $54.52       $7.64         $39.92     $5.78        37%      32%
III-B        54.60        7.63          39.93      5.88        37%      30%
III-C        54.40        7.24          39.57      5.41        37%      34%
III-D        52.95        6.99          37.97      5.38        39%      30%
III-E        50.53        7.16          36.88      5.27        37%      36%
III-F        54.23        7.28          38.71      5.24        40%      39%


                              Production Volumes
-----------------------------------------------------------------------------
P/ship            2005(1)                    2004(1)              % Change
------      -------------------        ------------------      --------------
              Oil         Gas           Oil         Gas         Oil      Gas
            (Bbls)       (Mcf)         (Bbls)      (Mcf)       (Bbls)   (Mcf)
            ------      -------        ------     -------      ------   -----
III-A       32,191      369,103        36,657     442,066      (12%)    (17%)
III-B       22,521      159,150        25,353     184,751      (11%)    (14%)
III-C        9,295      506,230         9,089     538,840        2%     ( 6%)
III-D        8,546      284,998         8,347     291,166        2%     ( 2%)
III-E       23,178      634,703        22,473     678,604        3%     ( 6%)
III-F       10,893      370,786        10,696     393,218        2%     ( 6%)

                           Average Production Costs
                         per Barrel of Oil Equivalent
                  -----------------------------------------
                  P/ship      2005(1)    2004(1)  % Change
                  ------     --------    -------  ---------
                  III-A       $11.51      $7.07      63%
                  III-B        13.13       8.34      57%
                  III-C        10.21       8.58      19%
                  III-D        10.60       8.67      22%
                  III-E        11.02       9.39      17%
                  III-F        10.07       8.48      19%
------------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued operations.  See "Item 7. Management's Discussion and
      Analysis  of  Financial  Condition  and  Results of  Operations"  for more
      information about these discontinued operations.





                                      -74-
<PAGE>




      Liquidity and Capital Resources

      See  discussion  above under the  heading  "Partnership  Termination"  for
information regarding termination of the Partnerships as of December 31, 2007.

      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 generally  reinvested in  productive  assets,  except to the extent that
producing  wells are  improved,  where  methods  are  employed  to  permit  more
efficient recovery of reserves,  or where identified  developmental  drilling or
recompletion opportunities are pursued, thereby resulting in a positive economic
impact.  Assuming 2006  production  levels for future years,  the  Partnerships'
proved  reserve  quantities  at  December  31,  2006  would  have the  following
remaining lives:

                  Discontinued Operations      Continuing Operations
                  -----------------------      ---------------------
   Partnership    Gas-Years     Oil-Years      Gas-Years   Oil-Years
   -----------    ---------     ---------      ---------   ---------

     III-A           2.2           13.5           8.3         3.0
     III-B            -              -            8.1         3.2
     III-C           2.1           14.1           7.2         7.9
     III-D           2.6           11.0           6.3         7.8
     III-E           2.7            5.3           8.2         6.0
     III-F           3.0           15.0           9.2        16.2

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  increase or decrease in the oil and gas prices at December  31,
2006 may cause an increase or decrease in the estimated  life of said  reserves.
As  discussed  above,  the  Partnerships  will  terminate  on December  31, 2007
(November 22, 2007 for the III-A Partnership).

      The   Partnerships'   available   capital   from  the  Limited   Partners'
subscriptions  has been spent on oil and gas  properties  and there should be no
further material capital  resource  commitments in the future.  The Partnerships
have no debt  commitments.  Cash for  operational  purposes  will be provided by
current oil and gas production.  During 2006,  2005, and 2004, the  Partnerships
expended  no  capital  on oil and gas  acquisition  or  exploration  activities.
However,  during those years the Partnerships  expended the following amounts on
oil  and  gas  developmental   activities,   primarily  well  recompletions  and
developmental drilling:



                                      -75-
<PAGE>




      Partnership         2006              2005              2004
      -----------       --------          --------          --------
         III-A          $   -             $ 16,822          $ 78,142
         III-B            10,581             2,903            52,376
         III-C           680,951           127,299           217,479
         III-D           525,931            85,828            27,306
         III-E            82,263           158,067           245,429
         III-F            69,317            32,310           188,433

      The 2006 capital  expenditures for the III-C and III-D  Partnerships  were
primarily  due to  recompletions  of the  Sugg AA 3 #1 and Sugg AA 3067 #1 wells
located in Irion  County,  Texas and the Loving 1 State #1 and Loving 1 State #2
wells located in Eddy County,  New Mexico.  The III-C and III-D Partnerships own
working interests in these wells as follows:

                Property            III-C      III-D
            -----------------       -----      -----
            Sugg AA 3 #1            29.9%      25.0%
            Sugg AA 2067 #1         34.2%      28.6%
            Loving 1 State #1       17.8%      14.9%
            Loving 1 State #2       20.5%      17.2%

      While these  expenditures  may reduce or eliminate  cash  available  for a
particular quarterly cash distribution,  the General Partner believes that these
activities  are  necessary  for the  prudent  operation  of the  properties  and
maximization of their value to the Partnerships.

      The Partnerships sold certain oil and gas properties during 2006 and 2004.
No such sales occurred  during 2005. The sales of the  Partnerships'  properties
were 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 sales 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  sales  of oil and gas
properties during 2006, 2005, and 2004, were as follows:

      Partnership           2006           2005            2004
      -----------         --------       --------        --------
        III-A             $517,423       $   -           $    375
        III-B              218,220           -               -
        III-C               98,364           -               -
        III-D                1,072           -             88,277
        III-E              107,714           -            629,332
        III-F               90,451           -              1,654

      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'



                                      -76-
<PAGE>



operating activities and sale of oil and gas properties,  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 extensive
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.

      If the Partnerships  were to continue past December 31,  2007(November 22,
2007  for  the  III-A  Partnership),   the  General  Partner  would  expect  the
Partnerships'  general and  administrative  expenses  to  increase  due to costs
required to comply  with  Section 404 of the  Sarbanes-Oxley  Act of 2002.  Such
anticipated  increase would reduce cash available for distributions.  Due to the
Partnerships'  termination on December 31, 2007 (November 22, 2007 for the III-A
Partnership),  these expenses will not occur;  however,  the  Partnerships  will
incur increased  expenses as part of their liquidation (e.g. auction fees, legal
and title expenses associated with property sales, etc.).


      Off-Balance Sheet Arrangements

      The Partnerships do not have any off-balance sheet arrangements.


      Contractual Obligations

      The Partnerships do not have any contractual obligations of the type which
are  required  by the SEC to be  disclosed  in this  Annual  Report  under  this
heading.


      Critical Accounting Policies

      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



                                      -77-
<PAGE>



costs.  The acquisition  cost to the  Partnership 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.

      Depletion of the cost 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.
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.

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their  proved  oil  and gas  properties  for  each  oil  and  gas  well.  If the
unamortized  costs,  net of salvage value, of oil and gas properties  exceed the
expected  undiscounted  future cash flows from such properties,  the cost of the
properties  is written  down to fair  value,  which is  determined  by using the
discounted future cash flows from the properties.  In the third quarter of 2006,
natural  gas  prices  declined  significantly.  Consequently,  the  partnerships
incurred  impairments  utilizing  the natural  gas spot  prices that  existed on
September 30, 2006. The impairments related to continuing  operations recognized
in the third quarter totaled approximately  $6,000,  $4,000,  $77,000,  $13,000,
$61,000,  and $55,000  for the III-A,  III-B,  III-C,  III-D,  III-E,  and III-F
Partnerships,  respectively. Once incurred, an impairment of oil and natural gas
properties is not reversible.

      The  Deferred  Charge on the  Balance  Sheets  included  in Item 8 of this
Annual Report represents costs deferred for lease operating expenses incurred in
connection  with  the  Partnerships'   underproduced  gas  imbalance  positions.
Conversely, the Accrued Liability represents charges accrued for lease operating
expenses  incurred  in  connection  with  the  Partnerships'   overproduced  gas
imbalance  positions.  The rates used in  calculating  the  Deferred  Charge and
Accrued Liability are the annual average production cost per Mcf.

      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 revenues  unless  total sales from the well have  exceeded
the



                                      -78-
<PAGE>



Partnership's share of estimated total gas reserves underlying the property,  at
which time such  excess is recorded  as a  liability.  The rates per Mcf used to
calculate  this  liability are based on the average gas prices  received for the
volumes at the time the  overproduction  occurred.  These rates also approximate
the  prices  for  which  the   Partnerships   are  currently   settling  similar
liabilities. 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 current  estimates of
total gas reserves for the well or by a negotiated or contractual payment to the
underproduced party.

      The Partnerships' wells must be properly plugged and abandoned after their
oil and gas  reserves  are  exhausted.  The  Partnerships  follow  FAS No.  143,
"Accounting  for Asset  Retirement  Obligations"  in  accounting  for the future
expenditures that will be necessary to plug and abandon these wells. FAS No. 143
requires the estimated plugging and abandonment  obligations to be recognized in
the  period  in which  they are  incurred  (i.e.  when  the well is  drilled  or
acquired)  if a  reasonable  estimate  of  fair  value  can  be  made  and to be
capitalized as part of the carrying amount of the well.


      New Accounting Pronouncements

      In September 2006, the FASB issued FAS No. 157, "Fair Value  Measurements"
(FAS No. 157). FAS No. 157 establishes a common  definition for fair value to be
applied to US GAAP guidance requiring use of fair value, establishes a framework
for  measuring  fair value,  and expands  the  disclosure  about such fair value
measurements. FAS No. 157 is effective for fiscal years beginning after November
5, 2007. The Partnerships  are currently  assessing the impact of FAS No. 157 on
their results of operations, financial condition, and cash flows.


      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.  Inflationary  pressure on drilling and
operating costs have impacted the operating costs incurred by the  Partnerships.
This  pressure  is expected to  continue  if  commodity  prices  remain at their
current  levels.  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."





                                      -79-
<PAGE>




ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The  value  of  net  assets  in   liquidation  of  the   Partnerships   is
substantially  dependent  on prices of crude oil,  natural  gas, and natural gas
liquids.  Declines in commodity  prices will adversely affect the amount of cash
that  will be  received  from  the  sale of oil and gas and from the sale of the
Partnerships' oil and gas properties in liquidation,  and thus ultimately affect
the amount of cash that will be available for distribution to the Partners.  The
following  table presents the estimated  change in value presuming a decrease of
10% in forecasted natural gas and crude oil prices. These estimated decreases in
liquidation  values  are  in  comparison  to  the  estimated  liquidation  value
calculated  using strip pricing for the unaudited  pro-forma  balance  sheets at
December 31, 2006  presented in Note 7 to the  financial  statements  indexed in
Item 15 hereof.

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

        III-A          $105,000       $  947,000    $1,052,000
        III-B            82,000          464,000       546,000
        III-C           102,000          918,000     1,020,000
        III-D            57,000          515,000       572,000
        III-E           224,000        2,013,000     2,237,000
        III-F           186,000        1,676,000     1,862,000



ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial  statements  and  supplementary  data are indexed in Item 15
hereof.  Such  financial  statements  and  supplementary  data are  audited  and
presented on a going concern basis. Since termination of the Partnerships is now
imminent,  the General  Partner has prepared  unaudited pro forma balance sheets
which are presented on a liquidation  basis.  These unaudited  liquidation basis
balance  sheets are included in Note 7 to the  financial  statements  indexed in
Item 15 hereof.



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

      None.





                                      -80-
<PAGE>



ITEM 9A.    CONTROLS AND PROCEDURES

      As of the  end  of the  period  covered  by  this  report,  the  principal
executive officer and principal financial officer conducted an evaluation of the
Partnerships'  disclosure controls and procedures (as defined in Rules 13a-15(e)
and  15d-15(e)  under the  Securities  and Exchange Act of 1934).  Based on this
evaluation,  such officers concluded that the Partnerships'  disclosure controls
and procedures are effective to ensure that information required to be disclosed
by the  Partnerships  in  reports  filed  under the  Exchange  Act is  recorded,
processed,  summarized,  and  reported  accurately  and within the time  periods
specified  in the  Securities  and  Exchange  Commission  rules and forms.  This
evaluation did not result in any changes in the  Partnerships'  internal control
over financial reporting that materially affected,  or were reasonably likely to
materially affect, the Partnerships' internal control over financial reporting.



ITEM 9B.    OTHER INFORMATION

      The  General  Partner  is not  aware  of any  information  required  to be
reported  on Form 8-K  during  the  fourth  quarter of 2006 but which was not so
reported.



                                    PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS OF THE GENERAL PARTNER,
            AND CORPORATE GOVERNANCE

      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          55     President and Director

      Judy K. Fox              56     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.



                                      -81-
<PAGE>



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 2006 of reports required under Section 16 of the Securities  Exchange Act
of 1934.


      Audit Committee Financial Expert

      The  Partnerships  are not  required by SEC  regulations  or  otherwise to
maintain an audit  committee.  The board of  directors  of the  General  Partner
consists of one person and therefore serves as its audit committee. There is not
an audit committee financial expert, as defined in the SEC regulations,  serving
on the General Partner's board of directors.


      Compensation Committee Interlocks and Insider Participation

      As described above and in "Item 11.  Executive  Compensation"  below,  the
Partnerships  have no directors or executive  officers.  The General  Partner is
compensated by way of  reimbursement  of actual general and  administrative  and
operating   costs  incurred  and   attributable   to  the   Partnerships.   Such
reimbursements  are  governed  by the  terms  of the  Partnerships'  partnership
agreements.  No directors or executive  officers of the General  Partner receive
compensation  directly from the Partnerships.  Accordingly,  the Partnerships do
not maintain a compensation committee.




                                      -82-
<PAGE>




      Compensation Committee Report

      As described above, the Partnerships do not have a compensation  committee
or any board  performing  equivalent  functions.  The board of  directors of the
General Partner has not reviewed and discussed the  Compensation  Discussion and
Analysis with  management of the General  Partner and does not believe that such
Compensation  Discussion and Analysis  should be included in this Annual Report.
The board of directors of the General Partner consists of Mr. Dennis R. Neill.


      Code of Ethics

      The General  Partner has adopted a Code of Ethics which  applies to all of
its  executive  officers,  including  those persons who perform the functions of
principal  executive  officer,   principal  financial  officer,   and  principal
accounting  officer.  The Partnerships  will provide,  free of charge, a copy of
this Code of Ethics to any person upon  receipt of a written  request  mailed to
Geodyne  Resources,  Inc.,  Investor  Services,  Samson  Plaza,  Two West Second
Street,  Tulsa,  OK 74103.  Such  requests must include the address to which the
Code of Ethics should be mailed.



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 2006, 2005, and 2004, 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.



                                      -83-
<PAGE>




            Partnership         2006          2005         2004
            -----------       --------      --------     --------

               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

      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 2006, 2005, and 2004:

















                  [Remainder of Page Intentionally Left Blank]





                                      -84-
<PAGE>

<TABLE>


                                                  Salary Reimbursements

                                                    III-A Partnership
                                                    -----------------
<CAPTION>

                                           Three Years Ended December 31, 2006

                                                                           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)            2004        -           -          -            -             -            -           -
                        2005        -           -          -            -             -            -           -
                        2006        -           -          -            -             -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2004    $161,596        -          -            -             -            -           -
                        2005    $165,823        -          -            -             -            -           -
                        2006    $170,321        -          -            -             -            -           -

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



                                      -85-
<PAGE>


<TABLE>

                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2006
<CAPTION>

                                                                           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)            2004        -           -           -           -            -             -           -
                        2005        -           -           -           -            -             -           -
                        2006        -           -           -           -            -             -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2004     $84,685        -           -           -            -             -           -
                        2005     $86,900        -           -           -            -             -           -
                        2006     $89,257        -           -           -            -             -           -

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



                                      -86-
<PAGE>


<TABLE>

                                                  Salary Reimbursements

                                                    III-C Partnership
                                                    -----------------
<CAPTION>

                                           Three Years Ended December 31, 2006

                                                                             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)            2004         -          -           -            -             -             -         -
                        2005         -          -           -            -             -             -         -
                        2006         -          -           -            -             -             -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2004     $149,698       -           -            -             -             -         -
                        2005     $153,613       -           -            -             -             -         -
                        2006     $157,780       -           -            -             -             -         -

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



                                      -87-
<PAGE>

<TABLE>


                                                  Salary Reimbursements

                                                    III-D Partnership
                                                    -----------------
<CAPTION>

                                           Three Years Ended December 31, 2006

                                                                          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)            2004       -           -           -            -             -            -           -
                        2005       -           -           -            -             -            -           -
                        2006       -           -           -            -             -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2004    $80,198        -           -            -             -            -           -
                        2005    $82,296        -           -            -             -            -           -
                        2006    $84,528        -           -            -             -            -           -

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

</TABLE>


                                      -88-
<PAGE>

<TABLE>


                                                  Salary Reimbursements

                                                    III-E Partnership
                                                    -----------------
<CAPTION>

                                           Three Years Ended December 31, 2006

                                                                         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)            2004        -          -           -          -             -              -           -
                        2005        -          -           -          -             -              -           -
                        2006        -          -           -          -             -              -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2004    $256,045       -           -          -             -              -           -
                        2005    $262,741       -           -          -             -              -           -
                        2006    $269,868       -           -          -             -              -           -

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



                                      -89-
<PAGE>

<TABLE>


                                                  Salary Reimbursements

                                                    III-F Partnership
                                                    -----------------
<CAPTION>

                                           Three Years Ended December 31, 2006

                                                                          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)            2004        -          -           -            -            -             -           -
                        2005        -          -           -            -            -             -           -
                        2006        -          -           -            -            -             -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2004    $135,580       -           -            -            -             -           -
                        2005    $139,126       -           -            -            -             -           -
                        2006    $142,900       -           -            -            -             -           -

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

</TABLE>




                                      -90-
<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
the year ended December 31, 2006 is  approximately  $14,000,  $4,000,  $116,000,
$72,000, $104,000, and $49,000, respectively for the III-A, III-B, III-C, III-D,
III-E and III-F Partnerships.

      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 the date of filing  this  Annual  Report 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                             71,677 (27.2%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   71,677 (27.2%)




                                      -91-
<PAGE>




III-B Partnership:
-----------------
   Samson Resources Company                             35,082 (25.4%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   35,082 (25.4%)


III-C Partnership:
-----------------
   Samson Resources Company                             74,006 (30.3%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   74,006 (30.3%)


III-D Partnership:
-----------------
   Samson Resources Company                             40,848 (31.2%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   40,848 (31.2%)


III-E Partnership:
-----------------
   Samson Resources Company                            131,657 (31.5%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  131,657 (31.5%)


III-F Partnership:
-----------------
   Samson Resources Company                             72,549 (32.8%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   72,549 (32.8%)





                                      -92-
<PAGE>




ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
            DIRECTOR INDEPENDENCE

      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.

      The Partnerships will terminate as of December 31, 2007 (November 22, 2007
for the III-A Partnership). As part of the



                                      -93-
<PAGE>



liquidation  and  winding-up  process the General  Partner  will  liquidate  the
Partnerships'  properties by offering  them to all  interested  parties  through
normal oil and gas property auction processes as well as appropriate  negotiated
transactions.  It is  possible  that  the  General  Partner  will  package  some
properties  which have value with other properties which have no or little value
or are  burdened  with actual or  potential  liabilities.  The  General  Partner
intends to sell all such  property  packages  and any  associated  or  otherwise
remaining  Partnership  assets and liabilities to the highest bidder at auction.
It is possible that  affiliates of the General  Partner may  participate  in any
public auction of these properties and may be the successful high bidder on some
or all of the properties.



ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

      During 2006 and 2005, each Partnership paid the following audit fees:

                                                  2006        2005
                                                -------     -------
      Year-end audit per engagement letter      $26,418     $23,716
      1st quarter 10-Q review                     1,020         925
      2nd quarter 10-Q review                     1,020         917
      3rd quarter 10-Q review                     1,020         917


      Audit-Related Fees

      During 2006 and 2005 the Partnerships did not pay any  audit-related  fees
of the type required by the SEC to be disclosed in this Annual Report under this
heading.


      Tax Fees

      During 2006 and 2005 the Partnerships did not pay any tax compliance,  tax
advice,  or tax planning fees of the type required by the SEC to be disclosed in
this Annual Report under this heading.


      All Other Fees

      During  2006 and 2005 the  Partnerships  did not pay any other fees of the
type  required  by the SEC to be  disclosed  in this  Annual  Report  under this
heading.




                                      -94-
<PAGE>



      Audit Approval

      The  Partnerships  do not have audit committee  pre-approval  policies and
procedures as described in paragraph  (c)(7)(i) of Rule 2-01 of Regulation  S-X.
The  Partnerships  did not receive any  services of the type  described in Items
9(e)(2) through 9(e)(4) of Schedule 14A.


      Audit and Related Fees Paid by Affiliates

      The  Partnerships'  independent  registered  public  accountants  received
compensation from other related  partnerships managed by the General Partner and
from other entities  affiliated with the General Partner.  This  compensation is
for audit services, tax related services, and other accounting-related services.
The General  Partner  does not believe  this  arrangement  creates a conflict of
interest or impairs the independent registered public accountants' independence.










                  [Remainder of Page Intentionally Left Blank]



                                      -95-
<PAGE>



                                    PART IV



ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(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

            as of December  31, 2006 and 2005 and for each of the three years in
            the period ended December 31, 2006 are filed as part of this report:

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

      (2)   Financial Statement Schedules:

            None.

      (3)   Exhibits:

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

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

 4.2        Certificate  of  Limited  Partnership  dated  January  24,  1990 for
            Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.2
            to  Registrant's  Annual  Report  on Form  10-K for the  year  ended
            December  31,  2001,  filed with the SEC on February 28, 2002 and is
            hereby incorporated by reference.




                                      -96-
<PAGE>



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

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

 4.5        Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for Geodyne  Energy Income Limited  Partnership  III-A filed as
            Exhibit 4.5 to Registrant's  Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 28, 2002 and
            is hereby incorporated by reference.

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

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

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

 4.9        Sixth Amendment to Agreement of Limited  Partnership  dated November
            14, 2001, for the Geodyne Energy Income  Limited  Partnership  III-A
            filed as Exhibit 4.9 to Registrant's  Annual Report on Form 10-K for
            the year ended December 31, 2001, filed with the SEC on February 28,
            2002 and is hereby incorporated by reference.

 4.10       Seventh Amendment to Agreement of Limited Partnership dated November
            17, 2003, for the Geodyne Energy Income  Limited  Partnership  III-A
            filed as Exhibit 4.10 to Registrant's Annual Report on Form 10-K for
            the year



                                      -97-
<PAGE>



            ended December 31, 2003, filed with the SEC on March 30, 2004 and is
            hereby incorporated by reference.

 4.11       Eighth Amendment to Agreement of Limited Partnership for the Geodyne
            Energy  Income  Limited  Partnership  III-A dated  October 27, 2005,
            filed as Exhibit 4.11 to Registrant's Annual Report on Form 10-K for
            the year ended  December 31,  2005,  filed with the SEC on March 29,
            2006 and is hereby incorporated by reference.

 4.12       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.

 4.13       Certificate  of  Limited  Partnership  dated  January  24,  1990 for
            Geodyne  Energy Income  Limited  Partnership  III-B filed as Exhibit
            4.11 to  Registrant's  Annual Report on Form 10-K for the year ended
            December  31,  2001,  filed with the SEC on February 28, 2002 and is
            hereby incorporated by reference.

 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-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.

 4.15       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.

 4.16       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.

 4.17       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for Geodyne  Energy Income Limited  Partnership  III-B filed as
            Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 28, 2002 and
            is hereby incorporated by reference.




                                      -98-
<PAGE>



 4.18       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.

 4.19       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.

 4.20       Sixth Amendment to Agreement of Limited  Partnership  dated November
            14, 2001, for the Geodyne Energy Income  Limited  Partnership  III-B
            filed as Exhibit 4.18 to Registrant's Annual Report on Form 10-K for
            the year ended December 31, 2001, filed with the SEC on February 28,
            2002 and is hereby incorporated by reference.

 4.21       Seventh Amendment to Agreement of Limited  Partnership dated January
            22, 2004, for the Geodyne Energy Income  Limited  Partnership  III-B
            filed as Exhibit 4.20 to Registrant's Annual Report on Form 10-K for
            the year ended  December 31,  2003,  filed with the SEC on March 30,
            2004 and is hereby incorporated by reference.

 4.22       Eighth Amendment to Agreement of Limited Partnership for the Geodyne
            Energy Income Limited Partnership III-B dated October 27, 2005 filed
            as Exhibit 4.22 to  Registrant's  Annual Report on Form 10-K for the
            year ended  December 31, 2005,  filed with the SEC on March 29, 2006
            and is hereby incorporated by reference.

 4.23       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.

 4.24       Certificate  of Limited  Partnership  dated  February  26,  1990 for
            Geodyne  Energy Income  Limited  Partnership  III-C filed as Exhibit
            4.20 to  Registrant's  Annual Report on Form 10-K for the year ended
            December  31,  2001,  filed with the SEC on February 28, 2002 and is
            hereby incorporated by reference.

 4.25       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



                                      -99-
<PAGE>



            25, 2000, and is hereby incorporated by reference.

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

 4.27       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.

 4.28       Second Amendment to Certificate 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, 2001, filed with the SEC on February 28, 2002 and
            is hereby incorporated by reference.

 4.29       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.

 4.30       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.

 4.31       Sixth Amendment to Agreement of Limited  Partnership  dated November
            14, 2001, for the 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, 2001, filed with the SEC on February 28,
            2002 and is hereby incorporated by reference.

 4.32       Seventh Amendment to Agreement of Limited  Partnership dated January
            22, 2004, for the Geodyne Energy Income  Limited  Partnership  III-C
            filed as Exhibit 4.30 to Registrant's Annual Report on Form 10-K for
            the year ended  December 31,  2003,  filed with the SEC on March 30,
            2004 and is hereby incorporated by reference.

 4.33       Eighth Amendment to Agreement of Limited Partnership for the Geodyne
            Energy  Income  Limited  Partnership III-C  dated  October  27, 2005
            filed as Exhibit 4.33 to



                                     -100-
<PAGE>



            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2005,  filed  with the SEC on  March  29,  2006  and is  hereby
            incorporated by reference.

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

 4.35       Certificate  of  Limited  Partnership  dated  September  5, 1990 for
            Geodyne  Energy Income  Limited  Partnership  III-D filed as Exhibit
            4.29 to  Registrant's  Annual Report on Form 10-K for the year ended
            December  31,  2001,  filed with the SEC on February 28, 2002 and is
            hereby incorporated by reference.

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

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

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

 4.39       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for Geodyne  Energy Income Limited  Partnership  III-D filed as
            Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 28, 2002 and
            is hereby incorporated by reference.

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




                                     -101-
<PAGE>



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

 4.42       Sixth Amendment to Agreement of Limited Partnership dated August 20,
            2002 for the Geodyne Energy Income Limited  Partnership  III-D filed
            as Exhibit 4.36 to  Registrant's  Annual Report on Form 10-K for the
            year ended December 31, 2002,  filed with the SEC on March 28, 2003,
            and is hereby incorporated by reference.

 4.43       Seventh  Amendment to Agreement of Limited  Partnership dated August
            18, 2004 for the Geodyne  Energy Income  Limited  Partnership  III-D
            filed as Exhibit 4.40 to Registrant's Annual Report on Form 10-K for
            the year ended  December 31,  2004,  filed with the SEC on March 30,
            2004, and is hereby incorporated by reference.

 4.44       Eighth Amendment to Agreement of Limited Partnership for the Geodyne
            Energy Income Limited Partnership III-D dated October 27, 2005 filed
            as Exhibit 4.44 to  Registrant's  Annual Report on Form 10-K for the
            year ended  December 31, 2005,  filed with the SEC on March 29, 2006
            and is hereby incorporated by reference.

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

 4.46       Certificate  of Limited  Partnership  dated  December  26,  1990 for
            Geodyne  Energy Income  Limited  Partnership  III-E filed as Exhibit
            4.37 to  Registrant's  Annual Report on Form 10-K for the year ended
            December  31,  2001,  filed with the SEC on February 28, 2002 and is
            hereby incorporated by reference.

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

 4.48       Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne  Energy Income Limited  Partnership  III-E filed as
            Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
            ended December



                                     -102-
<PAGE>



            31,  2000,  filed  with  the SEC on  March 5,  2001,  and is  hereby
            incorporated by reference.

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

 4.50       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for Geodyne  Energy Income Limited  Partnership  III-E filed as
            Exhibit 4.41 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 28, 2002 and
            is hereby incorporated by reference.

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

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

 4.53       Sixth  Amendment  to Agreement  of Limited  Partnership  for Geodyne
            Energy  Income  Limited  Partnership  III-E dated  November 6, 2002,
            filed as Exhibit 4.1 to Registrant's  Quarterly  Report on Form 10-Q
            with the SEC on November 14,  2002,  and is hereby  incorporated  by
            reference.

 4.54       Seventh  Amendment  to  Agreement  of  Limited  Partnership  for the
            Geodyne  Energy Income  Limited  Partnership  III-E dated August 18,
            2004,  filed as Exhibit 4.53 to  Registrant's  Annual Report on Form
            10-K for the year ended  December  31,  2004,  filed with the SEC on
            March 30, 2005, and is hereby incorporated by reference.

 4.55       Eighth Amendment to Agreement of Limited Partnership for the Geodyne
            Energy Income Limited Partnership III-E dated October 27, 2005 filed
            as Exhibit 4.55 to  Registrant's  Annual Report on Form 10-K for the
            year ended  December 31, 2005,  filed with the SEC on March 29, 2006
            and is hereby incorporated by reference.

 4.56       Agreement  of  Limited  Partnership  dated March 7, 1991 for Geodyne
            Energy  Income  Limited  Partnership  III-F filed  as Exhibit 4.6 to
            Registrant's Annual Report on



                                     -103-
<PAGE>



            Form 10-K for the year ended  December 31, 2000,  filed with the SEC
            on March 5, 2001, and is hereby incorporated by reference.

 4.57       Certificate of Limited  Partnership  dated March 7, 1991 for Geodyne
            Energy  Income  Limited  Partnership  III-F filed as Exhibit 4.45 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  28,  2002 and is hereby
            incorporated by reference.

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

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

 4.60       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for Geodyne  Energy Income Limited  Partnership  III-F filed as
            Exhibit 4.48 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 28, 2002 and
            is hereby incorporated by reference.

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

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

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




                                     -104-
<PAGE>



 4.64       Sixth Amendment to Agreement of Limited  Partnership for the Geodyne
            Energy Income  Limited  Partnership  III-F dated  February 10, 2003,
            filed as Exhibit 4.53(a) to Registrant's  Annual Report on Form 10-K
            for the year ended  December 31,  2002,  filed with the SEC on March
            28, 2003, and is hereby incorporated by reference.

 4.65       Seventh  Amendment  to  Agreement  of  Limited  Partnership  for the
            Geodyne  Energy Income Limited  Partnership  III-F dated February 7,
            2005,  filed as Exhibit 4.60 to  Registrant's  Annual Report on Form
            10-K for the year ended  December  31,  2004,  filed with the SEC on
            March 30, 2004, and is hereby incorporated by reference.

 4.66       Eighth Amendment to Agreement of Limited Partnership for the Geodyne
            Energy Income Limited Partnership III-F dated October 27, 2005 filed
            as Exhibit 4.66 to  Registrant's  Annual Report on Form 10-K for the
            year ended  December 31, 2005,  filed with the SEC on March 29, 2006
            and is hereby incorporated by reference.

*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.

*31.1       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)   for  the   Geodyne   Energy   Income   Limited
            Partnership III-A.

*31.2       Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)   for  the   Geodyne   Energy   Income   Limited
            Partnership III-A.

*31.3       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)   for  the   Geodyne   Energy   Income   Limited
            Partnership III-B.

*31.4       Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)   for  the   Geodyne   Energy   Income   Limited
            Partnership III-B.



                                     -105-
<PAGE>



*31.5       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)   for  the   Geodyne   Energy   Income   Limited
            Partnership III-C.

*31.6       Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)   for  the   Geodyne   Energy   Income   Limited
            Partnership III-C.

*31.7       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)   for  the   Geodyne   Energy   Income   Limited
            Partnership III-D.

*31.8       Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)   for  the   Geodyne   Energy   Income   Limited
            Partnership III-D.

*31.9       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)   for  the   Geodyne   Energy   Income   Limited
            Partnership III-E.

*31.10      Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)   for  the   Geodyne   Energy   Income   Limited
            Partnership III-E.

*31.11      Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)   for  the   Geodyne   Energy   Income   Limited
            Partnership III-F.

*31.12      Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)   for  the   Geodyne   Energy   Income   Limited
            Partnership III-F.

*32.1       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Energy Income Limited Partnership III-A.

*32.2       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Energy Income Limited Partnership III-B.

*32.3       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Energy Income Limited Partnership III-C.

*32.4       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Energy Income Limited Partnership III-D.

*32.5       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Energy Income Limited Partnership III-E.



                                     -106-
<PAGE>



*32.6       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Energy Income Limited Partnership III-F.


      All other Exhibits are omitted as inapplicable.

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






                                     -107-
<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




                                  By:   GEODYNE RESOURCES, INC.
                                        General Partner

                                        April 16, 2007

                                  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            April 16, 2007
      --------------------      Director (Principal
        Dennis R. Neill         Executive Officer)

      //s//Craig D. Loseke      Chief Accounting         April 16, 2007
      --------------------      Officer (Principal
        Craig D. Loseke         Accounting and
                                Financial Officer)

      //s//Judy K. Fox          Secretary                April 16, 2007
      --------------------
          Judy K. Fox


                                     -108-
<PAGE>




 Item 8:   Financial Statements and Supplementary Data

       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2006 and 2005, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2006,  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  statements in accordance with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   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.

      As discussed in Note 7 to the  financial  statements,  on February 5, 2007
the General Partner mailed a notice to the limited partners that the Partnership
will  terminate at the end of its current term,  November 22, 2007,  and that in
connection with such  termination the General Partner would liquidate all of the
Partnership's assets.



PricewaterhouseCoopers LLP








Tulsa, Oklahoma
April 16, 2007




                                      F-1
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           Balance Sheets
                     December 31, 2006 and 2005

                               ASSETS
                               ------
                                        2006             2005
                                    ------------     ------------
CURRENT ASSETS:
   Cash and cash equivalents         $1,443,396       $1,209,317
   Accounts receivable:
      Oil and gas sales                 571,125          831,772
   Assets held for sale (Note 6)         32,307             -
                                      ---------        ---------
        Total current assets         $2,046,828       $2,041,089

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                       588,645          775,391

DEFERRED CHARGE                         184,941          190,240
                                      ---------        ---------
                                     $2,820,414       $3,006,720
                                      =========        =========

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

CURRENT LIABILITIES:
   Accounts payable                  $  151,192       $  126,411
   Gas imbalance payable                 21,627           17,660
   Asset retirement obligation -
      current (Note 1)                   10,086           14,606
   Asset retirement obligation -
     held for sale (Note 6)               3,870             -
   Liabilities - held for sale
     (Note 6)                             4,257             -
                                      ---------        ---------
        Total current liabilities    $  191,032       $  158,677

LONG-TERM LIABILITIES:
   Accrued liability                 $   31,040       $   27,120
   Asset retirement obligation
      (Note 1)                          271,011          270,650
                                      ---------        ---------
        Total long-term liabilities  $  302,051       $  297,770



                                      F-2
<PAGE>




PARTNERS' CAPITAL (DEFICIT):
   General Partner                  ($   59,707)     ($   59,217)
   Limited Partners, issued and
      outstanding, 263,976 Units      2,387,038        2,609,490
                                      ---------        ---------
        Total Partners' capital      $2,327,331       $2,550,273
                                      ---------        ---------
                                     $2,820,414       $3,006,720
                                      =========        =========






































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




                                      F-3
<PAGE>



             GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                        Statements of Operations
          For the Years Ended December 31, 2006, 2005, and 2004

                                   2006          2005           2004
                                ----------    ----------     ----------
REVENUES:
   Oil and gas sales            $4,081,376    $4,573,716     $4,019,225
   Interest income                  34,956        19,441          6,549
   Gain on sale of oil
      and gas properties              -             -             1,399
                                 ---------     ---------      ---------
                                $4,116,332    $4,593,157     $4,027,173

COSTS AND EXPENSES:
   Lease operating              $  591,966    $  676,015     $  460,072
   Production tax                  358,022       402,151        320,142
   Depreciation, depletion,
      and amortization of oil
      and gas properties           156,906       168,849        162,837
   Impairment provision              5,577          -              -
   General and administrative      316,885       319,762        313,621
                                 ---------     ---------      ---------
                                $1,429,356    $1,566,777     $1,256,672
                                 ---------     ---------      ---------

INCOME FROM CONTINUING
   OPERATIONS                   $2,686,976    $3,026,380     $2,770,501

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)          113,515       129,491         61,486
   Gain on disposal of
      discontinued operations
      (Note 6)                     500,355          -              -
                                 ---------     ---------      ---------
NET INCOME                      $3,300,846    $3,155,871     $2,831,987
                                 =========     =========      =========

GENERAL PARTNER:
   Net income from
      continuing operations     $  279,825    $  315,890     $  291,050
   Net income from
      discontinued
      operations                    61,473        13,371          6,387
                                 ---------     ---------      ---------
   NET INCOME                   $  341,298    $  329,261     $  297,437
                                 =========     =========      =========



                                      F-4
<PAGE>



LIMITED PARTNERS:
   Net income from
      continuing operations     $2,407,151    $2,710,490     $2,479,451
   Net income from
      discontinued operations      552,397       116,120         55,099
                                 ---------     ---------      ---------
   NET INCOME                   $2,959,548    $2,826,610     $2,534,550
                                 =========     =========      =========

NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT          $     9.12    $    10.27     $     9.39
NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT                2.09           .44            .21
                                 ---------     ---------      ---------
NET INCOME PER UNIT             $    11.21    $    10.71     $     9.60
                                 =========     =========      =========

UNITS OUTSTANDING                  263,976       263,976        263,976
                                 =========     =========      =========


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




                                      F-5
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
              Statements of Partners' Capital (Deficit)
        For the Years Ended December 31, 2006, 2005, and 2004

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

Balance, Dec. 31, 2003     $2,213,330   ($104,097)    $2,109,233
   Net income               2,534,550     297,437      2,831,987
   Cash distributions     ( 2,337,000)  ( 281,846)   ( 2,618,846)
                            ---------     -------      ---------

Balance, Dec. 31, 2004     $2,410,880   ($ 88,506)    $2,322,374
   Net income               2,826,610     329,261      3,155,871
   Cash distributions     ( 2,628,000)  ( 299,972)   ( 2,927,972)
                            ---------     -------      ---------

Balance, Dec. 31, 2005     $2,609,490   ($ 59,217)    $2,550,273
   Net income               2,959,548     341,298      3,300,846
   Cash distributions     ( 3,182,000)  ( 341,788)   ( 3,523,788)
                            ---------     -------      ---------

Balance, Dec. 31, 2006     $2,387,038   ($ 59,707)    $2,327,331
                            =========     =======      =========

























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





                                      F-6
<PAGE>



             GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                        Statements of Cash Flows
          For the Years Ended December 31, 2006, 2005, and 2004

                                      2006           2005            2004
                                  ------------   ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $3,300,846     $3,155,871      $2,831,987
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties            157,858        173,536         165,482
      Impairment provision              5,577           -               -
      Settlement of asset
        retirement obligation            -              -        (       165)
      Gain on sale of oil and
        gas properties                   -              -        (     1,399)
      Gain on disposal of
        discounted operations
        (Note 6)                  (   500,355)          -               -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales             233,255    (   242,943)    (    79,554)
      (Increase) decrease in
        deferred charge                 5,291    (     2,282)          7,691
      Increase (decrease) in
        accounts payable               36,737         43,321     (     2,055)
      Increase (decrease) in
        gas imbalance payable           3,967    (     9,049)          4,420
      Increase (decrease) in
        accrued liability               3,920    (     1,598)    (     5,328)
                                    ---------      ---------       ---------

   Net cash provided by
      operating activities         $3,247,096     $3,116,856      $2,921,079
                                    ---------      ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($    6,652)   ($   18,286)    ($   68,482)
   Proceeds from sale of oil
      and gas properties                 -              -                375
   Proceeds from disposal of
      discontinued operations
      (Note 6)                        517,423           -               -
                                    ---------      ---------       ---------

   Net cash provided (used) by
      investing activities         $  510,771    ($   18,286)    ($   68,107)
                                    ---------      ---------       ---------



                                      F-7
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($3,523,788)   ($2,927,972)    ($2,618,846)
                                    ---------      ---------       ---------

   Net cash used by
      financing activities        ($3,523,788)   ($2,927,972)    ($2,618,846)
                                    ---------      ---------       ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS            $  234,079     $  170,598      $  234,126

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           1,209,317      1,038,719         804,593
                                    ---------      ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $1,443,396     $1,209,317      $1,038,719
                                    =========      =========       =========




























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




                                      F-8
<PAGE>



       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2006 and 2005, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2006,  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  statements in accordance with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   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.

      As discussed in Note 7 to the  financial  statements,  on February 5, 2007
the General Partner mailed a notice to the limited partners that the Partnership
will  terminate at the end of its current term,  December 31, 2007,  and that in
connection with such  termination the General Partner would liquidate all of the
Partnership's assets.




PricewaterhouseCoopers LLP









Tulsa, Oklahoma
April 16, 2007




                                      F-9
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           Balance Sheets
                     December 31, 2006 and 2005

                               ASSETS
                               ------
                                          2006           2005
                                       ----------     ----------
CURRENT ASSETS:
   Cash and cash equivalents           $  700,511     $  604,086
   Accounts receivable:
      Oil and gas sales                   296,055        433,785
   Assets held for sale (Note 6)            7,506           -
                                        ---------      ---------
        Total current assets           $1,004,072     $1,037,871

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                         349,851        414,293

DEFERRED CHARGE                           122,514        125,644
                                        ---------      ---------
                                       $1,476,437     $1,577,808
                                        =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                    $   96,722     $   76,295
   Gas imbalance payable                   12,356          9,707
   Asset retirement obligation -
      current (Note 1)                      5,552          9,255
   Liabilities - held for sale
      (Note 6)                              1,049           -
                                        ---------      ---------
        Total current liabilities      $  115,679     $   95,257

LONG-TERM LIABILITIES:
   Accrued liability                   $    8,001     $    9,664
   Asset retirement obligation
      (Note 1)                            181,827        175,358
                                        ---------      ---------
        Total long-term liabilities    $  189,828     $  185,022



                                      F-10
<PAGE>




PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($   41,841)   ($   35,041)
   Limited Partners, issued and
      outstanding, 138,336 Units        1,212,771      1,332,570
                                        ---------      ---------
        Total Partners' capital        $1,170,930     $1,297,529
                                        ---------      ---------
                                       $1,476,437     $1,577,808
                                        =========      =========





































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




                                      F-11
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                      Statements of Operations
        For the Years Ended December 31, 2006, 2005, and 2004

                                      2006          2005          2004
                                   ----------    ----------    ----------
REVENUES:
   Oil and gas sales               $2,225,321    $2,444,229    $2,098,774
   Interest income                     17,044         9,610         3,114
                                    ---------     ---------     ---------
                                   $2,242,365    $2,453,839    $2,101,888

COSTS AND EXPENSES:
   Lease operating                 $  375,402    $  415,564    $  294,895
   Production tax                     206,732       228,310       173,617
   Depreciation, depletion,
      and amortization of oil
      and gas properties               66,804        93,802        96,682
   Impairment provision                 3,798          -             -
   General and administrative         179,681       182,306       175,518
                                    ---------     ---------     ---------
                                   $  832,417    $  919,982    $  740,712
                                    ---------     ---------     ---------

INCOME FROM CONTINUING
   OPERATIONS                      $1,409,948    $1,533,857    $1,361,176

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)              26,472        31,841        12,547
   Gain on disposal of
      discontinued operations
      (Note 6)                        211,306          -             -
                                    ---------     ---------     ---------
NET INCOME                         $1,647,726    $1,565,698    $1,373,723
                                    =========     =========     =========
GENERAL PARTNER:
   Net income from
      continuing operations        $  218,820    $  241,770    $  217,244
   Net income from discontinued
      operations                       35,705         5,017         2,044
                                    ---------     ---------     ---------
   NET INCOME                      $  254,525    $  246,787    $  219,288
                                    =========     =========     =========
LIMITED PARTNERS:
   Net income from
      continuing operations        $1,191,128    $1,292,087    $1,143,932
   Net income from discontinued
      operations                      202,073        26,824        10,503
                                    ---------     ---------     ---------
   NET INCOME                      $1,393,201    $1,318,911    $1,154,435
                                    =========     =========     =========



                                      F-12
<PAGE>




NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT             $     8.61    $     9.34    $     8.27
NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT                   1.46           .19           .08
                                    ---------     ---------     ---------
NET INCOME PER UNIT                $    10.07    $     9.53    $     8.35
                                    =========     =========     =========

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



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




                                      F-13
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
              Statements of Partners' Capital (Deficit)
        For the Years Ended December 31, 2006, 2005, and 2004


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

Balance, Dec. 31, 2003      $1,178,224    ($ 68,928)  $1,109,296
   Net income                1,154,435      219,288    1,373,723
   Cash distributions      ( 1,055,000)   ( 208,789) ( 1,263,789)
                             ---------      -------    ---------

Balance, Dec. 31, 2004      $1,277,659    ($ 58,429)  $1,219,230
   Net income                1,318,911      246,787    1,565,698
   Cash distributions      ( 1,264,000)   ( 223,399) ( 1,487,399)
                             ---------      -------    ---------

Balance, Dec. 31, 2005      $1,332,570    ($ 35,041)  $1,297,529
   Net income                1,393,201      254,525    1,647,726
   Cash distributions      ( 1,513,000)   ( 261,325) ( 1,774,325)
                             ---------      -------    ---------

Balance, Dec. 31, 2006      $1,212,771    ($ 41,841)  $1,170,930
                             =========      =======    =========
























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





                                      F-14
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           Statements of Cash Flows
             For the Years Ended December 31, 2006, 2005, and 2004

                                      2006           2005            2004
                                  ------------   ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $1,647,726     $1,565,698      $1,373,723
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties             67,077         95,525          97,836
      Impairment provision              3,798           -               -
      Settlement of asset
        retirement obligation            -              -        (       701)
      Gain on disposal of
        discontinued operations
        (Note 6)                  (   211,306)          -               -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales             130,224    (   133,231)    (    26,258)
      (Increase) decrease in
        deferred charge                 3,130    (     5,193)          7,966
      Increase (decrease) in
        accounts payable               21,353         20,909     (     2,383)
      Increase (decrease) in
        gas imbalance payable           2,649    (     5,053)          3,049
      Decrease in accrued
        liability                 (     1,663)   (       164)    (     3,918)
                                    ---------      ---------       ---------

   Net cash provided by
      operating activities         $1,662,988     $1,538,491      $1,449,314
                                    ---------      ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($   10,458)   ($    3,255)    ($   46,547)
   Proceeds from disposal of
      discontinued operations
      (Note 6)                        218,220           -               -
                                    ---------      ---------       ---------

   Net cash provided (used) by
      investing activities         $  207,762    ($    3,255)    ($   46,547)
                                    ---------      ---------       ---------




                                      F-15
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($1,774,325)   ($1,487,399)    ($1,263,789)
                                    ---------      ---------       ---------

   Net cash used by
      financing activities        ($1,774,325)   ($1,487,399)    ($1,263,789)
                                    ---------      ---------       ---------

NET INCREASE IN CASH AND
   CASH EQUIVALENTS                $   96,425     $   47,837      $  138,978

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             604,086        556,249         417,271
                                    ---------      ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  700,511     $  604,086      $  556,249
                                    =========      =========       =========

























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





                                      F-16
<PAGE>



       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2006 and 2005, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2006,  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  statements in accordance with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   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.

      As discussed in Note 7 to the  financial  statements,  on February 5, 2007
the General Partner mailed a notice to the limited partners that the Partnership
will  terminate at the end of its current term,  December 31, 2007,  and that in
connection with such  termination the General Partner would liquidate all of the
Partnership's assets.









PricewaterhouseCoopers LLP




Tulsa, Oklahoma
April 16, 2007




                                      F-17
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           Balance Sheets
                     December 31, 2006 and 2005

                               ASSETS
                               ------

                                          2006           2005
                                      ------------   ------------
CURRENT ASSETS:
   Cash and cash equivalents           $1,129,134     $1,013,378
   Accounts receivable:
      Oil and gas sales                   901,653        884,091
      Related party                         4,262           -
   Assets held for sale (Note 6)           13,656           -
                                        ---------      ---------
        Total current assets           $2,048,705     $1,897,469

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                       1,634,985      1,544,711

DEFERRED CHARGE                            56,549         62,603
                                        ---------      ---------
                                       $3,740,239     $3,504,783
                                        =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                    $  168,287     $  263,892
   Gas imbalance payable                   27,417         76,928
   Asset retirement obligation -
      current (Note 1)                     24,559         19,679
   Asset retirement obligation -
      held for sale                           291           -
   Liabilities - held for sale
      (Note 6)                                689           -
                                        ---------      ---------
        Total current liabilities      $  221,243     $  360,499

LONG-TERM LIABILITIES:
   Accrued liability                   $  123,503     $  124,681
   Asset retirement obligation
      (Note 1)                            365,663        355,551
                                        ---------      ---------
        Total long-term liabilities    $  489,166     $  480,232



                                      F-18
<PAGE>




PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($   90,026)   ($  105,515)
   Limited Partners, issued and
      outstanding, 244,536 Units        3,119,856      2,769,567
                                        ---------      ---------
        Total Partners' capital        $3,029,830     $2,664,052
                                        ---------      ---------
                                       $3,740,239     $3,504,783
                                        =========      =========













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




                                      F-19
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           Statements of Operations
             For the Years Ended December 31, 2006, 2005, and 2004

                                      2006           2005          2004
                                   ----------    ------------  ------------
REVENUES:
   Oil and gas sales               $4,668,479     $4,168,389    $3,275,709
   Interest income                     29,261         17,355         5,295
   Loss on sale of oil
       and gas properties                -              -      (       891)
   Other income                         8,287          2,541          -
                                    ---------      ---------     ---------
                                   $4,706,027     $4,188,285    $3,280,113
COSTS AND EXPENSES:
   Lease operating                 $  830,524     $  675,992    $  618,867
   Production tax                     311,167        280,329       229,970
   Depreciation, depletion,
      and amortization of oil
      and gas properties              521,295        227,246       440,583
   Impairment provision                77,435           -             -
   General and administrative         294,899        297,767       291,575
                                    ---------      ---------     ---------
                                   $2,035,320     $1,481,334    $1,580,995
                                    ---------      ---------     ---------

INCOME FROM CONTINUING
   OPERATIONS                      $2,670,707     $2,706,951    $1,699,118

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)              55,455         56,474        46,184
   Gain on disposal of
      discontinued operations
      (Note 6)                         95,512           -             -
                                    ---------      ---------     ---------
   NET INCOME                      $2,821,674     $2,763,425    $1,745,302
                                    =========      =========     =========
GENERAL PARTNER:
   Net income from
      continuing operations        $  318,030     $  289,411    $  209,035
   Net income from discontinued
      operations                       15,355          5,812         4,762
                                    ---------      ---------     ---------
   NET INCOME                      $  333,385     $  295,223    $  213,797
                                    =========      =========     =========



                                      F-20
<PAGE>



LIMITED PARTNERS:
   Net income from
      continuing operations        $2,352,677     $2,417,540    $1,490,083
   Net income from discontinued
      operations                      135,612         50,662        41,422
                                    ---------      ---------     ---------
   NET INCOME                      $2,488,289     $2,468,202    $1,531,505
                                    =========      =========     =========

NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT             $     9.62     $     9.89    $     6.09
NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT                    .55            .21           .17
                                    ---------      ---------     ---------
NET INCOME PER UNIT                $    10.17     $    10.10    $     6.26
                                    =========      =========     =========

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


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




                                      F-21
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
              Statements of Partners' Capital (Deficit)
        For the Years Ended December 31, 2006, 2005, and 2004


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

Balance, Dec. 31, 2003     $2,542,860    ($153,480)   $2,389,380
   Net income               1,531,505      213,797     1,745,302
   Cash distributions     ( 1,729,000)   ( 197,249)  ( 1,926,249)
                            ---------      -------     ---------

Balance, Dec. 31, 2004     $2,345,365    ($136,932)   $2,208,433
   Net income               2,468,202      295,223     2,763,425
   Cash distributions     ( 2,044,000)   ( 263,806)  ( 2,307,806)
                            ---------      -------     ---------

Balance, Dec. 31, 2005     $2,769,567    ($105,515)   $2,664,052
   Net income               2,488,289      333,385     2,821,674
   Cash distributions     ( 2,138,000)   ( 317,896)  ( 2,455,896)
                            ---------      -------     ---------

Balance, Dec. 31, 2006     $3,119,856    ($ 90,026)   $3,029,830
                            =========      =======     =========
























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





                                      F-22
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           Statements of Cash Flows
             For the Years Ended December 31, 2006, 2005, and 2004

                                        2006           2005          2004
                                    ------------   ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $2,821,674     $2,763,425    $1,745,302
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties              523,789        229,070       442,183
      Impairment provision               77,806           -             -
      Loss on sale of oil and
        gas properties                     -              -              891
      Gain on disposal of
        discontinued operations
        (Note 6)                    (    95,512)          -             -
      Settlement of asset
        retirement obligation       (       109)          -      (       131)
      Increase in accounts
        receivable - oil and
        gas sales                   (    29,586)   (   301,082)  (   136,151)
      Increase in accounts
        receivable-related party    (     4,262)          -             -
      (Increase) decrease in
        deferred charge                   6,044    (    13,919)        4,533
      Increase (decrease) in
        accounts payable            (    59,663)       118,382        15,711
      Increase (decrease) in
        gas imbalance payable       (    49,511)   (     6,253)       44,994
      Decrease in accrued
        liability                   (     1,173)   (    45,851)  (    32,226)
                                      ---------      ---------     ---------

   Net cash provided by
      operating activities           $3,189,497     $2,743,772    $2,085,106
                                      ---------      ---------     ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  716,209)   ($  105,380)  ($  187,506)
   Proceeds from disposal of
      discontinued operations
      (Note 6)                           98,364           -             -
                                      ---------      ---------     ---------

   Net cash used by
      investing activities          ($  617,845)   ($  105,380)  ($  187,506)
                                      ---------      ---------     ---------



                                      F-23
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($2,455,896)   ($2,307,806)  ($1,926,249)
                                      ---------      ---------     ---------

   Net cash used by
      financing activities          ($2,455,896)   ($2,307,806)  ($1,926,249)
                                      ---------      ---------     ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $  115,756     $  330,586   ($   28,649)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             1,013,378        682,792       711,441
                                      ---------      ---------     ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $1,129,134     $1,013,378    $  682,792
                                      =========      =========     =========

























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





                                      F-24
<PAGE>



       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2006 and 2005, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2006,  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  statements in accordance with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   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.

      As discussed in Note 7 to the  financial  statements,  on February 5, 2007
the General Partner mailed a notice to the limited partners that the Partnership
will  terminate at the end of its current term,  December 31, 2007,  and that in
connection with such  termination the General Partner would liquidate all of the
Partnership's assets.








PricewaterhouseCoopers LLP




Tulsa, Oklahoma
April 16, 2007




                                      F-25
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           Balance Sheets
                     December 31, 2006 and 2005

                               ASSETS
                               ------

                                           2006           2005
                                       ------------   ------------
CURRENT ASSETS:
   Cash and cash equivalents            $  560,391     $  547,247
   Accounts receivable:
      Oil and gas sales                    554,939        527,187
      Related party                            610           -
      Other                                 26,776           -
   Assets held for sale (Note 6)             2,524           -
                                         ---------      ---------
        Total current assets            $1,145,240     $1,074,434

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                          796,560        651,461

DEFERRED CHARGE                             14,055         15,342
                                         ---------      ---------
                                        $1,955,855     $1,741,237
                                         =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                     $  114,417     $  155,178
   Gas imbalance payable                     5,724         42,943
   Asset retirement obligation -
      current (Note 1)                      16,323         17,420
   Asset retirement obligation -
      held for sale                             31           -
   Liabilities - held for
      sale (Note 6)                            298           -
                                         ---------      ---------
        Total current liabilities       $  136,793     $  215,541

LONG-TERM LIABILITIES:
   Accrued liability                    $  154,492     $  153,747
   Asset retirement obligation
      (Note 1)                             194,358        186,678
                                         ---------      ---------
        Total long-term liabilities     $  348,850     $  340,425



                                      F-26
<PAGE>




PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($   17,347)   ($   29,279)
   Limited Partners, issued and
      outstanding, 131,008 Units         1,487,559      1,214,550
                                         ---------      ---------
        Total Partners' capital         $1,470,212     $1,185,271
                                         ---------      ---------
                                        $1,955,855     $1,741,237
                                         =========      =========





































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




                                      F-27
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           Statements of Operations
             For the Years Ended December 31, 2006, 2005, and 2004

                                        2006           2005          2004
                                     ----------     ----------   ------------
REVENUES:
   Oil and gas sales                 $2,784,819     $2,445,510    $1,882,916
   Interest income                       15,105          9,619         3,313
   Loss on sale of oil
      and gas properties                   -              -      (       128)
   Other income                           1,187            364          -
                                      ---------      ---------     ---------
                                     $2,801,111     $2,455,493    $1,886,101
COSTS AND EXPENSES:
   Lease operating                   $  546,210     $  429,772    $  361,371
   Production tax                       185,742        164,556       131,941
   Depreciation, depletion,
      and amortization of oil
      and gas properties                374,569        118,272        95,808
   Impairment provision                  13,348           -             -
   General and administrative           171,601        173,805       171,351
                                      ---------      ---------     ---------
                                     $1,291,470     $  886,405    $  760,471
                                      ---------      ---------     ---------

INCOME FROM CONTINUING
   OPERATIONS                        $1,509,641     $1,569,088    $1,125,630

DISCONTINUED OPERATIONS:
   Income (loss) from discontinued
      operations (Note 6)                37,567         21,219   (    85,767)
   Gain on disposal of
      discontinued operations
      (Note 6)                            1,072           -           10,368
                                      ---------      ---------     ---------
   NET INCOME                        $1,548,280     $1,590,307    $1,050,231
                                      =========      =========     =========
GENERAL PARTNER:
   Net income from
      continuing operations          $  184,366     $  166,592    $  120,854
   Net income (loss) from
      discontinued operations             3,905          2,137   (     7,267)
                                      ---------      ---------     ---------
   NET INCOME                        $  188,271     $  168,729    $  113,587
                                      =========      =========     =========
LIMITED PARTNERS:
   Net income from
      continuing operations          $1,325,275     $1,402,496    $1,004,776
   Net income (loss) from
      discontinued operations            34,734         19,082   (    68,132)
                                      ---------      ---------     ---------
   NET INCOME                        $1,360,009     $1,421,578    $  936,644
                                      =========      =========     =========



                                      F-28
<PAGE>





NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT               $    10.12     $    10.71    $     7.67
NET INCOME (LOSS) FROM
   DISCONTINUED OPERATIONS
   PER UNIT                                 .27            .15   (       .52)
                                      ---------      ---------     ---------
NET INCOME PER UNIT                  $    10.39     $    10.86    $     7.15
                                      =========      =========     =========

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




































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




                                      F-29
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
              Statements of Partners' Capital (Deficit)
        For the Years Ended December 31, 2006, 2005, and 2004


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

Balance, Dec. 31, 2003     $1,129,328     ($ 47,561)   $1,081,767
   Net income                 936,644       113,587     1,050,231
   Cash distributions     ( 1,114,000)    ( 121,184)  ( 1,235,184)
                            ---------       -------     ---------

Balance, Dec. 31, 2004     $  951,972     ($ 55,158)   $  896,814
   Net income               1,421,578       168,729     1,590,307
   Cash distributions     ( 1,159,000)    ( 142,850)  ( 1,301,850)
                            ---------       -------     ---------

Balance, Dec. 31, 2005     $1,214,550     ($ 29,279)   $1,185,271
   Net income               1,360,009       188,271     1,548,280
   Cash distributions     ( 1,087,000)    ( 176,339)  ( 1,263,339)
                            ---------       -------     ---------

Balance, Dec. 31, 2006     $1,487,559     ($ 17,347)   $1,470,212
                            =========       =======     =========
























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





                                      F-30
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           Statements of Cash Flows
             For the Years Ended December 31, 2006, 2005, and 2004

                                       2006           2005           2004
                                   ------------   ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $1,548,280     $1,590,307     $1,050,231
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties             374,933        118,445         98,838
      Impairment provision              13,437           -              -
      Loss on sale of
        oil and gas properties            -              -               128
      Gain on disposal of
        discontinued operations
        (Note 6)                   (     1,072)          -       (    10,368)
      Settlement of asset
        retirement obligation      (     1,152)          -       (        17)
      Increase in accounts
        receivable - oil
        and gas sales              (    30,048)   (   187,002)   (       719)
      Increase in accounts
        receivable-related party   (       610)          -              -
      Increase in accounts
        receivable-other           (    26,776)          -              -
      (Increase) decrease in
        deferred charge                  1,287    (     6,913)         1,523
      Increase (decrease) in
        accounts payable           (     1,857)   (    16,403)        45,198
      Increase (decrease) in gas
        imbalance payable          (    37,219)         1,336         36,418
      Increase (decrease) in
        accrued liability                  745    (    37,938)   (    55,619)
                                     ---------      ---------      ---------
   Net cash provided by
      operating activities          $1,839,948     $1,461,832     $1,165,613
                                     ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($  564,537)   ($   45,569)   ($   24,743)
   Proceeds from disposal of
      discontinued operations
      (Note 6)                           1,072           -            88,586
                                     ---------      ---------      ---------

   Net cash provided (used)
      by investing activities      ($  563,465)   ($   45,569)    $   63,843
                                     ---------      ---------      ---------



                                      F-31
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($1,263,339)   ($1,301,850)   ($1,235,184)
                                     ---------      ---------      ---------

   Net cash used by
      financing activities         ($1,263,339)   ($1,301,850)   ($1,235,184)
                                     ---------      ---------      ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        $   13,144     $  114,413    ($    5,728)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              547,247        432,834        438,562
                                     ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  560,391     $  547,247     $  432,834
                                     =========      =========      =========





























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





                                      F-32
<PAGE>



       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2006 and 2005, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2006,  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  statements in accordance with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   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.

      As discussed in Note 7 to the  financial  statements,  on February 5, 2007
the General Partner mailed a notice to the limited partners that the Partnership
will  terminate at the end of its current term,  December 31, 2007,  and that in
connection with such  termination the General Partner would liquidate all of the
Partnership's assets.





PricewaterhouseCoopers LLP










Tulsa, Oklahoma
April 16, 2007




                                      F-33
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           Balance Sheets
                     December 31, 2006 and 2005

                               ASSETS
                               ------

                                          2006           2005
                                      ------------   ------------
CURRENT ASSETS:
   Cash and cash equivalents           $  981,324     $1,460,559
   Accounts receivable:
      Oil and gas sales                   743,001      1,272,925
      Other                               191,092           -
   Assets held for sale (Note 6)           40,781           -
                                        ---------      ---------
        Total current assets           $1,956,198     $2,733,484

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                       1,592,366      1,981,508

DEFERRED CHARGE                            29,450         40,254
                                        ---------      ---------
                                       $3,578,014     $4,755,246
                                        =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                    $  318,209     $  324,885
   Accrued liability - other
      (Note 1)                            105,000           -
   Gas imbalance payable                   21,870         16,538
   Asset retirement obligation -
      current (Note 1)                     63,380         23,971
   Asset retirement obligation -
      held for sale                        31,202           -
   Liabilities - held for sale
      (Note 6)                             33,812           -
                                        ---------      ---------
        Total current liabilities      $  573,473     $  365,394

LONG-TERM LIABILITIES:
   Accrued liability                   $  157,310     $  254,420
   Asset retirement obligation
      (Note 1)                            362,904        413,791
                                        ---------      ---------
        Total long-term liabilities    $  520,214     $  668,211



                                      F-34
<PAGE>




PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($  263,673)   ($  197,010)
   Limited Partners, issued and
      outstanding, 418,266 Units        2,748,000      3,918,651
                                        ---------      ---------
        Total Partners' capital        $2,484,327     $3,721,641
                                        ---------      ---------
                                       $3,578,014     $4,755,246
                                        =========      =========





































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




                                      F-35
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           Statements of Operations
             For the Years Ended December 31, 2006, 2005, and 2004

                                      2006          2005           2004
                                   ----------    ----------    ------------
REVENUES:
   Oil and gas sales               $4,171,717    $5,717,490     $4,403,251
   Interest income                     41,309        24,217         10,677
   Other income                        10,740          -              -
                                    ---------     ---------      ---------
                                   $4,223,766    $5,741,707     $4,413,928

COSTS AND EXPENSES:
   Lease operating                 $1,101,862    $1,030,177     $  920,005
   Production tax                     294,232       391,356        352,789
   Depreciation, depletion,
      and amortization of oil
      and gas properties              243,785       319,317        190,924
   Impairment provision                61,448          -              -
   General and administrative         487,650       489,834        488,702
                                    ---------     ---------      ---------
                                   $2,188,977    $2,230,684     $1,952,420
                                    ---------     ---------      ---------

INCOME FROM CONTINUING
   OPERATIONS                      $2,034,789    $3,511,023     $2,461,508

DISCONTINUED OPERATIONS:
   Income (loss) from
      discontinued operations
      (Note 6)                        176,993       192,323    (   549,606)
   Gain on disposal of
      discontinued operations
      (Note 6)                        103,851          -            88,757
                                    ---------     ---------      ---------
   NET INCOME                      $2,315,633    $3,703,346     $2,000,659
                                    =========     =========      =========
GENERAL PARTNER:
   Net income from
      continuing operations        $  226,819    $  377,419     $  262,266
   Net income (loss) from
      discontinued operations          44,465        21,053    (    43,851)
                                    ---------     ---------      ---------
   NET INCOME                      $  271,284    $  398,472     $  218,415
                                    =========     =========      =========
LIMITED PARTNERS:
   Net income from
      continuing operations        $1,807,970    $3,133,604     $2,199,242
   Net income (loss) from
      discontinued operations         236,379       171,270    (   416,998)
                                    ---------     ---------      ---------
   NET INCOME                      $2,044,349    $3,304,874     $1,782,244
                                    =========     =========      =========



                                      F-36
<PAGE>




NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT             $     4.32    $     7.49     $     5.26
NET INCOME (LOSS) FROM
   DISCONTINUED OPERATIONS
   PER UNIT                               .57           .41    (      1.00)
                                    ---------     ---------      ---------
NET INCOME PER UNIT                $     4.89    $     7.90     $     4.26
                                    =========     =========      =========

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



































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





                                      F-37
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
              Statements of Partners' Capital (Deficit)
        For the Years Ended December 31, 2006, 2005, and 2004


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

Balance, Dec. 31, 2003      $4,302,533    ($177,234)   $4,125,299
   Net income                1,782,244      218,415     2,000,659
   Cash distributions      ( 2,807,000)   ( 357,239)  ( 3,164,239)
                             ---------      -------     ---------

Balance, Dec. 31, 2004      $3,277,777    ($316,058)   $2,961,719
   Net income                3,304,874      398,472     3,703,346
   Cash distributions      ( 2,664,000)   ( 279,424)  ( 2,943,424)
                             ---------      -------     ---------

Balance, Dec. 31, 2005      $3,918,651    ($197,010)   $3,721,641
   Net income                2,044,349      271,284     2,315,633
   Cash distributions      ( 3,215,000)   ( 337,947)  ( 3,552,947)
                             ---------      -------     ---------

Balance, Dec. 31, 2006      $2,748,000    ($263,673)   $2,484,327
                             =========      =======     =========
























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




                                      F-38
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           Statements of Cash Flows
             For the Years Ended December 31, 2006, 2005, and 2004

                                       2006            2005          2004
                                   ------------    ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $2,315,633      $3,703,346    $2,000,659
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties             263,444         339,544       215,745
      Impairment provision             223,793            -             -
      Gain on disposal of
        discontinued operations
        (Note 6)                   (   103,851)           -      (    88,757)
      Settlement of asset
        retirement obligation             -        (       345)  (       319)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales              491,664     (   423,171)      237,935
      Increase in accounts
        receivable - other         (   191,092)           -             -
      Decrease in deferred charge        8,312           8,724           718
      Increase (decrease) in
        accounts payable                73,300     (   500,913)      342,489
      Increase in accrued
        liability - other (Note 1)     105,000            -             -
      Increase in gas imbalance
        payable                          5,332          10,895         2,907
      Decrease in accrued
        liability                  (    85,006)    (    47,174)  (    41,237)
                                     ---------       ---------     ---------

   Net cash provided by
      operating activities          $3,106,529      $3,090,906    $2,670,140
                                     ---------       ---------     ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($  140,531)    ($  100,420)  ($  237,849)
   Proceeds from disposal of
      discontinued operations
      (Note 6)                         107,714            -          632,221
                                     ---------       ---------     ---------

   Net cash provided (used)
      by investing activities      ($   32,817)    ($  100,420)   $  394,372
                                     ---------       ---------     ---------



                                      F-39
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($3,552,947)    ($2,943,424)  ($3,164,239)
                                     ---------       ---------     ---------

   Net cash used by
      financing activities         ($3,552,947)    ($2,943,424)  ($3,164,239)
                                     ---------       ---------     ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       ($  479,235)     $   47,062   ($   99,727)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            1,460,559       1,413,497     1,513,224
                                     ---------       ---------     ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  981,324      $1,460,559    $1,413,497
                                     =========       =========     =========























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




                                      F-40
<PAGE>



       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2006 and 2005, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2006,  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  statements in accordance with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   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.

      As discussed in Note 7 to the  financial  statements,  on February 5, 2007
the General Partner mailed a notice to the limited partners that the Partnership
will  terminate at the end of its current term,  December 31, 2007,  and that in
connection with such  termination the General Partner would liquidate all of the
Partnership's assets.





PricewaterhouseCoopers LLP









Tulsa, Oklahoma
April 16, 2007




                                      F-41
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           Balance Sheets
                     December 31, 2006 and 2005

                               ASSETS
                               ------
                                          2006           2005
                                       ----------     ----------
CURRENT ASSETS:
   Cash and cash equivalents           $  697,184     $1,062,866
   Accounts receivable:
      Oil and gas sales                   452,134        797,469
   Assets held for sale (Note 6)          205,453           -
                                        ---------      ---------
        Total current assets           $1,354,771     $1,860,335

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                       1,381,325      1,680,470

DEFERRED CHARGE                            13,909         17,132
                                        ---------      ---------
                                       $2,750,005     $3,557,937
                                        =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                    $  136,660     $  176,398
   Accrued liability - other
      (Note 1)                             90,000           -
   Gas imbalance payable                   18,329         13,857
   Asset retirement obligation -
      current (Note 1)                     11,729          1,948
   Asset retirement obligation -
      held for sale                        33,931           -
   Liabilities - held for sale
      (Note 6)                             24,291           -
                                        ---------      ---------
        Total current liabilities      $  314,940     $  192,203

LONG-TERM LIABILITIES:
   Accrued liability                   $   68,572     $   84,584
   Asset retirement obligation
      (Note 1)                            243,724        276,256
                                        ---------      ---------
        Total long-term liabilities    $  312,296     $  360,840



                                      F-42
<PAGE>




PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($  126,790)   ($  126,897)
   Limited Partners, issued and
      outstanding, 221,484 Units        2,249,559      3,131,791
                                        ---------      ---------
        Total Partners' capital        $2,122,769     $3,004,894
                                        ---------      ---------
                                       $2,750,005     $3,557,937
                                        =========      =========








































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




                                      F-43
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           Statements of Operations
             For the Years Ended December 31, 2006, 2005, and 2004

                                     2006           2005           2004
                                  ----------     ----------     ----------
REVENUES:
   Oil and gas sales              $2,392,448     $3,289,188     $2,475,266
   Interest income                    27,194         15,044          3,841
   Other income                        9,018           -              -
                                   ---------      ---------      ---------
                                  $2,428,660     $3,304,232     $2,479,107

COSTS AND EXPENSES:
   Lease operating                $  668,407     $  532,795     $  497,819
   Production tax                    155,397        198,937        148,744
   Depreciation, depletion,
      and amortization of oil
      and gas properties             182,891        193,331        151,884
   Impairment provision               55,288           -              -
   General and administrative        270,274        273,110        266,912
                                   ---------      ---------      ---------
                                  $1,332,257     $1,198,173     $1,065,359
                                   ---------      ---------      ---------
INCOME FROM CONTINUING
   OPERATIONS                     $1,096,403     $2,106,059     $1,413,748

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)            477,135        458,357        376,474
   Gain on disposal of
      discontinued operations
      (Note 6)                        86,913          -               -
                                   ---------      ---------      ---------
   NET INCOME                     $1,660,451     $2,564,416     $1,790,222
                                   =========      =========      =========
GENERAL PARTNER:
   Net income from
      continuing operations       $  128,357     $  112,284     $   76,571
   Net income from discontinued
      operations                      58,326         23,496         19,218
                                   ---------      ---------      ---------
   NET INCOME                     $  186,683     $  135,780     $   95,789
                                   =========      =========      =========
LIMITED PARTNERS:
   Net income from
      continuing operations       $  968,046     $1,993,775     $1,337,177
   Net income from discontinued
      operations                     505,722        434,861        357,256
                                   ---------      ---------      ---------
   NET INCOME                     $1,473,768     $2,428,636     $1,694,433
                                   =========      =========      =========



                                      F-44
<PAGE>




NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT            $     4.37     $     9.00     $     6.04
NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT                  2.28           1.96           1.61
                                   ---------      ---------      ---------
NET INCOME PER UNIT               $     6.65     $    10.96     $     7.65
                                   =========      =========      =========
UNITS OUTSTANDING                    221,484        221,484        221,484
                                   =========      =========      =========


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




                                      F-45
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
              Statements of Partners' Capital (Deficit)
        For the Years Ended December 31, 2006, 2005, and 2004


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

Balance, Dec. 31, 2003    $2,374,722    ($156,356)    $2,218,366
   Net income              1,694,433       95,789      1,790,222
   Cash distributions    ( 1,286,000)   (  81,488)   ( 1,367,488)
                           ---------      -------      ---------

Balance, Dec. 31, 2004    $2,783,155    ($142,055)    $2,641,100
   Net income              2,428,636      135,780      2,564,416
   Cash distributions    ( 2,080,000)   ( 120,622)   ( 2,200,622)
                           ---------      -------      ---------

Balance, Dec. 31, 2005    $3,131,791    ($126,897)    $3,004,894
   Net income              1,473,768      186,683      1,660,451
   Cash distributions    ( 2,356,000)   ( 186,576)   ( 2,542,576)
                           ---------      -------      ---------

Balance, Dec. 31, 2006    $2,249,559    ($126,790)    $2,122,769
                           =========      =======      =========
























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





                                      F-46
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           Statements of Cash Flows
             For the Years Ended December 31, 2006, 2005, and 2004

                                        2006           2005          2004
                                    ------------   ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,660,451     $2,564,416    $1,790,222
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties              193,266        207,776       161,752
      Impairment provision               66,259           -             -
      Gain on disposal of
        discontinued operations
        (Note 6)                    (    86,913)          -             -
      Settlement of asset
        retirement obligation       (     1,590)          -             -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales               258,051    (   249,464)  (   195,540)
      Decrease in deferred charge         3,223          4,815           290
      Increase (decrease) in
        accounts payable            (    12,450)        84,991   (    12,362)
      Increase in accrued
        liability - other (Note 1)       90,000           -             -
      Increase in gas
        imbalance payable                 4,472          9,136         2,426
      Decrease in
        accrued liability           (    16,012)   (    21,293)  (    25,891)
                                      ---------      ---------     ---------

   Net cash provided by
      operating activities           $2,158,757     $2,600,377    $1,720,897
                                      ---------      ---------     ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   72,314)   ($   33,349)  ($  180,521)
   Proceeds from sale of oil
      and gas properties                   -              -            1,654
   Proceeds from disposal of
      discontinued operations
      (Note 6)                           90,451           -             -
                                      ---------      ---------     ---------

   Net cash provided (used)
      by investing activities        $   18,137    ($   33,349)  ($  178,867)
                                      ---------      ---------     ---------



                                      F-47
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($2,542,576)   ($2,200,622)  ($1,367,488)
                                      ---------      ---------     ---------

   Net cash used by
      financing activities          ($2,542,576)   ($2,200,622)  ($1,367,488)
                                      ---------      ---------     ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        ($  365,682)    $  366,406    $  174,542

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             1,062,866        696,460       521,918
                                      ---------      ---------     ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  697,184     $1,062,866    $  696,460
                                      =========      =========     =========


























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




                                      F-48
<PAGE>



       GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                    Notes to Financial Statements
        For the Years Ended December 31, 2006, 2005, and 2004

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

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements") the Partnerships were scheduled to terminate on
the dates  indicated in the "Initial  Termination  Date" column of the following
chart. However, the Partnership  Agreements provide that the General Partner may
extend the term of each  Partnership  for up to five  periods of two years each.
The General  Partner has  extended the term of the  Partnerships  for the fourth
extension period. On February 5, 2007 the General Partner mailed a notice to the
limited partners  indicating that the Partnerships  will terminate at the end of
their  current  term as indicated in the  following  chart.  See Note 7 for more
information  regarding the  Partnership  terminations.  These audited  financial
statements are presented on a going concern basis.

                   Initial        Extensions        Current
Partnership   Termination Date    Exercised    Termination Date
-----------  ------------------   ---------    ------------------
   III-A     November 22, 1999        4        November 22, 2007
   III-B     January 24, 2000         4        December 31, 2007
   III-C     February 28, 2000        4        December 31, 2007
   III-D     September 5, 2000        4        December 31, 2007
   III-E     December 26, 2000        4        December 31, 2007
   III-F     March 7, 2001            4        December 31, 2007



                                      F-49
<PAGE>




           An  affiliate of the General  Partner  owned the  following  Units at
December 31, 2006:

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

              III-A             70,627            26.75%
              III-B             34,757            25.13%
              III-C             71,481            29.23%
              III-D             39,759            30.35%
              III-E            127,037            30.37%
              III-F             70,228            31.71%

      The  Partnerships'  sole business is the development and production of oil
and gas.  Substantially  all of the  Partnerships'  gas production is 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.


      Basis of Presentation

      These financial statements are presented on a going concern basis.


      Allocation of Costs and Revenues

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



                                      F-50
<PAGE>





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

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

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


      The Partnerships' payout dates and current general partner/limited partner
sharing ratio of costs and income are shown on the following chart:






                                      F-51
<PAGE>



                                                 Current
                           Payout           Costs and Income
      Partnership         Occurred               Sharing
      -----------      -------------        ----------------
        III-A          2nd Qtr. 2000             10%/90%
        III-B          1st Qtr. 1998             15%/85%
        III-C          4th Qtr. 2001             10%/90%
        III-D          3rd Qtr. 2001             10%/90%
        III-E          3rd Qtr. 2001             10%/90%
        III-F          1st Qtr. 2006             10%/90%


      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.

      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



                                      F-52
<PAGE>



estimated  dismantlement and abandonment costs, net of estimated salvage values.
The depreciation,  depletion, and amortization rates, which include accretion of
the asset retirement  obligation,  per equivalent  barrel of oil produced during
the years ended December 31, 2006, 2005, and 2004 were as follows:


           Partnership    2006      2005(1)    2004(1)
           -----------    -----     -------    -------

              III-A       $1.83     $1.80      $1.48
              III-B        1.52      1.91       1.72
              III-C        4.60      2.43       4.46
              III-D        5.26      2.11       1.68
              III-E        2.30      2.48       1.41
              III-F        3.05      2.66       1.99

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Note 6 for more  information  about
      these discontinued operations.


      When complete units of depreciable property are retired or sold, the asset
cost,  related   accumulated   depreciation,   and  remaining  asset  retirement
obligation, are eliminated with any gain or loss reflected in income.

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their  proved  oil  and gas  properties  for  each  oil  and  gas  well.  If the
unamortized  costs,  net of salvage value, of oil and gas properties  exceed the
expected  undiscounted  future cash flows from such properties,  the cost of the
properties  is written  down to fair  value,  which is  determined  by using the
discounted future cash flows from the properties.  In the third quarter of 2006,
natural  gas  prices  declined  significantly.  Consequently,  the  partnerships
incurred  impairments  utilizing  the natural  gas spot  prices that  existed on
September 30, 2006. The impairments related to continuing  operations recognized
in the third quarter totaled approximately  $6,000,  $4,000,  $77,000,  $13,000,
$61,000,  and  $55,000  for the  III-A,  III-B,  III-C,  III-D,  III-E and III-F
Partnerships,  respectively. Once incurred, an impairment of oil and natural gas
properties is not reversible.


      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, 2006 and 2005,  cumulative
total gas sales volumes for underproduced wells were



                                      F-53
<PAGE>



less than the  Partnerships'  pro-rata share of total gas production  from these
wells by the following amounts:

                            2006                   2005
                     ------------------     ------------------
      Partnership      Mcf      Amount        Mcf      Amount
      -----------    -------   --------     -------   --------

         III-A       211,417   $184,941     217,477   $190,240
         III-B       108,144    122,514     110,907    125,644
         III-C        83,559     56,549      92,496     62,603
         III-D        11,416     14,055      12,461     15,342
         III-E        14,941     29,450      20,422     40,254
         III-F        12,590     13,909      15,507     17,132


      Accrued Liability - Other

      The Accrued Liability - Other at December 31, 2006 for the III-E and III-F
Partnerships  represents a charge accrued for a potential  liability to the U.S.
Minerals  Management Service ("MMS").  On August 4, 1998 the MMS issued an Order
for an  affiliate  of the  General  Partner to  recalculate  and pay  additional
royalties to the MMS for various Federal and Indian leases in several states.  A
number of these Federal and Indian royalty interests burden the interests of the
Partnerships.  The  affiliate  appealed  the Order and on October  22,  2004 the
Department of the Interior  issued its decision which granted the appeal in part
and denied the appeal in part. While the  Department's  decision did not approve
the recalculation  methodology originally ordered by the MMS, the decision still
required the affiliate to recalculate  and pay additional  royalties but under a
different recalculation methodology than sought by the MMS.

      The  affiliate  paid  additional  royalties  to the MMS on August 23, 2006
pursuant to the  Department's  decision.  The MMS has  informally  indicated its
disagreement with certain aspects of the recalculation.  As of the date of these
financial  statements,  the affiliate  cannot determine the amount of additional
royalties (and interest)  which may be claimed by or ultimately owed to the MMS.
While the affiliate maintains that no additional royalties are owed, the General
Partner has accrued $105,000 and $90,000,  respectively, for the III-E and III-F
Partnerships,  as reasonable  estimates of amounts  which may become  ultimately
owed to the MMS.


      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, 2006 and 2005,



                                      F-54
<PAGE>



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:

                            2006                   2005
                     ------------------     ------------------
   Partnership         Mcf      Amount        Mcf      Amount
   -----------       -------   --------     -------   --------

      III-A           33,537   $ 31,040      31,198   $ 27,120
      III-B            7,234      8,001       8,738      9,664
      III-C          202,862    123,503     204,788    124,681
      III-D          151,177    154,492     150,673    153,747
      III-E           79,808    157,310     129,075    254,420
      III-F           62,068     68,572      76,561     84,584


      Oil and Gas Sales and Gas Imbalance Payable

      The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships'  wells under short-term purchase
contracts  at  prevailing  prices  in  accordance  with  arrangements  which are
customary  in  the  oil  and  gas  industry.  Sales  of  gas  applicable  to the
Partnerships'  interest in producing  oil and gas leases are recorded as revenue
when  the gas is  metered  and  title  transferred  pursuant  to the  gas  sales
contracts covering the Partnerships' interest in gas reserves. During such times
as a  Partnership's  sales of gas exceed its pro rata ownership in a well,  such
sales are recorded as revenue unless total sales from the well have exceeded the
Partnership's share of estimated total gas reserves underlying the property,  at
which time such  excess is recorded  as a  liability.  The rates per Mcf used to
calculate  this  liability  are based on the  average  gas  prices for which the
Partnerships  are currently  settling this  liability.  At December 31, 2006 and
2005  total  sales  exceeded  the  Partnerships'  share of  estimated  total gas
reserves as follows:

                           2006                   2005
                     -----------------      -----------------
   Partnership         Mcf      Amount        Mcf      Amount
   -----------       ------    -------      ------    -------

      III-A          14,418    $21,627      11,773    $17,660
      III-B           8,237     12,356       6,471      9,707
      III-C          18,278     27,417      52,079     76,928
      III-D           3,816      5,724      28,742     42,943
      III-E          14,580     21,870      11,025     16,538
      III-F          12,219     18,329       9,238     13,857

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



                                      F-55
<PAGE>



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,  the asset retirement  obligations,
accrued  liability-other,  and the accrued liability all involve estimates which
could materially differ from the actual amounts ultimately  realized or incurred
in the near term.  Oil and gas reserves  (see Note 4) also  involve  significant
estimates  which  could  materially  differ from the actual  amounts  ultimately
realized.


      Legal Contingency

      A class  action  lawsuit  styled  Robert  W.  Scott,  individually  and as
Managing Member of R.W. Scott Investments, LLC v. Samson Resources Company, Case
No. C-01-385,  was filed in the District Court of Sweetwater County,  Wyoming on
June 29,  2001.  Samson  Resources  Company  ("Samson")  is an  affiliate of the
General  Partner  and  operates  certain  wells in which  the  Partnerships  own
interests. The lawsuit alleges that Samson deducted from its payments to royalty
and  overriding  royalty  owners  certain  charges which were improper under the
Wyoming royalty payment  statutes and also alleges that Samson's check stubs did
not fully comply with the Wyoming Royalty Payment Act. A number of these royalty
and overriding royalty payments burden the interests of the III-A, III-B, III-E,
and III-F  Partnerships.  Samson and the  plaintiffs  have reached  agreement to
settle  all of the  plaintiffs'  remaining  claims in this  lawsuit,  and Samson
expects a formal  settlement  agreement to be executed  during  April 2007.  The
settlement calls for an additional royalty payment of $1,000,000, and is subject
to Court  approval.  The  Plaintiffs'  counsel,  subject to Court  approval,  is
responsible for  determining the allocation of the $1,000,000  among the various
class members after deduction of litigation costs and attorneys' fees.



                                      F-56
<PAGE>



The method of allocation  selected by the Plantiffs' counsel and approved by the
Court will  determine the  allocation of the  settlement  amount among  Samson's
Wyoming gas wells.  This  allocation  is  necessary  in order to  determine  the
portion  of  the   settlement  for  which  each   Partnership  is   responsible.
Consequently,  until the allocation among the class members is received from the
Plantiffs'  counsel  and  approved  by the Court,  the  General  Partner  cannot
determine  the  portion of the  settlement  for which each  Partnership  will be
responsible.  Therefore,  there have been no amounts  accrued as of December 31,
2006.


      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.


      Asset Retirement Obligation

      The Partnerships' wells must be properly plugged and abandoned after their
oil and gas reserves are exhausted.  FAS No. 143 requires the estimated plugging
and  abandonment  obligations  to be  recognized in the period in which they are
incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of
fair value can be made and to be capitalized  as part of the carrying  amount of
the well.  Estimated  abandonment  dates will be revised in the future  based on
changes to related economic lives, which vary with product prices and production
costs.  Estimated  plugging  costs  may also be  adjusted  to  reflect  changing
industry  experience.  During the year ended December 31, 2005, the Partnerships
asset retirement  obligations were revised upward due to an increase in both the
labor and rig costs  associated  with  plugging  wells.  Cash flows would not be
affected until wells are actually  plugged and abandoned.  The asset  retirement
obligation is adjusted  upwards each quarter in order to recognize  accretion of
the time-related discount factor.

      The components of the change in asset retirement obligations for the years
ended December 31, 2006 and 2005 are as shown below.



                                      F-57
<PAGE>




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

                                       2006             2005
                                    ----------        --------
Total Asset Retirement
  Obligation, January 1              $285,256         $114,955
Additions                                 262             -
Revisions                                -             157,334
Settlements and disposals           (  14,158)            -
Accretion expense                      13,607           12,967
Discontinued operations             (   3,870)            -
                                      -------          -------
Total Asset Retirement
  Obligation, December 31            $281,097         $285,256
                                      =======          =======
Asset Retirement Obligation -
  Current                            $ 10,086         $ 14,606
Asset Retirement Obligation -
  Long-Term                           271,011          270,650




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

                                       2006            2005
                                    ----------       --------
Total Asset Retirement
  Obligation, January 1              $184,613        $ 79,865
Additions                                 111            -
Revisions                                -             96,512
Settlements and disposals           (   5,974)           -
Accretion expense                       8,629           8,236
                                      -------         -------
Total Asset Retirement
  Obligation, December 31            $187,379        $184,613
                                      =======         =======
Asset Retirement Obligation -
  Current                            $  5,552        $  9,255
Asset Retirement Obligation -
  Long-Term                           181,827         175,358






                                      F-58
<PAGE>




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

                                       2006            2005
                                    ----------       --------
Total Asset Retirement
  Obligation, January 1              $375,230        $204,672
Additions                                 455           1,809
Revisions                                -            152,220
Settlements and disposals           (   2,596)           -
Accretion expense                      17,424          16,529
Discontinued operations             (     291)           -
                                      -------         -------
Total Asset Retirement
  Obligation, December 31            $390,222        $375,230
                                      =======         =======
Asset Retirement Obligation -
  Current                            $ 24,559        $ 19,679
Asset Retirement Obligation -
  Long-Term                           365,663         355,551



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

                                       2006             2005
                                    ----------      ----------
Total Asset Retirement
  Obligation, January 1              $204,098        $109,182
Additions                                  60             592
Revisions                                -             85,391
Settlements and disposals           (   2,732)           -
Accretion expense                       9,286           8,933
Discontinued operations             (      31)           -
                                      -------         -------
Total Asset Retirement
  Obligation, December 31            $210,681        $204,098
                                      =======         =======
Asset Retirement Obligation -
  Current                            $ 16,323        $ 17,420
Asset Retirement Obligation -
  Long-Term                           194,358         186,678






                                      F-59
<PAGE>




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

                                       2006             2005
                                    ----------      ----------
Total Asset Retirement
  Obligation, January 1              $437,762        $217,175
Additions                                -                750
Revisions                                -            205,703
Settlements and disposals           (     416)      (   5,091)
Accretion expense                      20,140          19,225
Discontinued operations             (  31,202)           -
                                      -------         -------
Total Asset Retirement
  Obligation, December 31            $426,284        $437,762
                                      =======         =======
Asset Retirement Obligation -
  Current                            $ 63,380        $ 23,971
Asset Retirement Obligation -
  Long-Term                           362,904         413,791





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

                                       2006            2005
                                    ----------       --------
Total Asset Retirement
  Obligation, January 1              $278,204        $150,199
Settlements and disposals           (   2,559)           -
Revisions                                -            114,910
Accretion expense                      13,739          13,095
Discontinued operations             (  33,931)           -
                                      -------         -------
Total Asset Retirement
  Obligation, December 31            $255,453        $278,204
                                      =======         =======
Asset Retirement Obligation -
  Current                            $ 11,729        $  1,948
Asset Retirement Obligation -
  Long-Term                           243,724         276,256


      New Accounting Pronouncement

      In September 2006, the FASB issued FAS No. 157, "Fair Value  Measurements"
(FAS No. 157). FAS No. 157 establishes a common  definition for fair value to be
applied to US GAAP guidance requiring use of fair value, establishes a framework
for  measuring  fair value,  and expands  the  disclosure  about such fair value
measurements. FAS No 157 is effective for fiscal years



                                      F-60
<PAGE>



beginning after November 5, 2007. The Partnerships  are currently  assessing the
impact of FAS No. 157 on their results of  operations,  financial  condition and
cash flows.


      Discontinued Operations

      As further discussed in Note 6, the Partnerships sold their interests in a
number of producing  properties to independent  third parties at the Oil and Gas
Clearinghouse  auction  in  Houston,  Texas on  December  13,  2006.  Additional
properties  will be sold at auction in 2007. The properties sold in the December
auction,  those  scheduled to be sold in 2007 auctions,  and the sale of the Jay
Field  represent  a  disposal  of  a  component  under  Statement  of  Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived  Assets"  (FAS  144).  Accordingly,  current  year  results  of these
properties  have been  classified as  discontinued,  and prior periods have been
restated. Once properties are classified as assets held for sale, they no longer
accrue any depreciation, depletion, or amortization expense.


      Reclassification

      Certain prior year balances have been reclassified to conform with current
year presentation.



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, 2006, 2005,
and 2004:



                                      F-61
<PAGE>



           Partnership      2006         2005         2004
           -----------    --------     --------     --------

              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

      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
the year ended December 31, 2006 is  approximately  $14,000,  $4,000,  $116,000,
$72,000,  $104,000,  and $49,000,  respectively,  for the III-A,  III-B,  III-C,
III-D, III-E and III-F Partnerships.




                                      F-62
<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
2006, 2005, and 2004:


   Partnership           Purchaser                Percentage
   -----------   ------------------------   -----------------------
                                            2006     2005     2004
                                            -----    -----    -----

      III-A      ConocoPhillips Company
                   ("ConocoPhillips")       34.6%    29.7%      -
                 Gulfterra Central Point
                   Allocation
                   ("Gulfterra")            19.7%    23.2%    12.2%
                 Eaglwing Trading, Inc.
                   ("Eaglwing")               -        -      26.9%

      III-B      ConocoPhillips             42.7%    37.6%      -
                 Gulfterra                  17.2%    20.8%    11.0%
                 Eaglwing                     -        -      33.8%


      III-C      Duke Energy Field
                   Services, Inc. ("Duke")  15.3%    16.9%    18.3%
                 NGPL Allocation            11.0%      -        -
                 ONEOK Texas Energy
                   Resources ("ONEOK")        -      19.1%    13.4%
                 Cinergy Marketing Company
                   ("Cinergy")                -      10.4%    14.5%
                 Enogex Services
                   Corporation                -      10.3%    11.5%
                 ONEOK Field Services
                   Company ("ONEOK FSC")      -        -      13.3%

      III-D      NGPL Allocation            15.8%      -        -
                 Eaglwing                   12.6%      -      16.2%
                 Duke                       12.2%    13.8%    14.1%
                 Enbridge US Inc.-Texas     10.8%      -        -
                 Eagle Rock Field
                   Services, LP             10.1%      -        -
                 ONEOK                        -      28.3%    18.0%
                 Cinergy                      -      14.9%    19.1%
                 ONEOK FSC                    -        -      10.8%



                                      F-63
<PAGE>




      III-E      Duke                       20.3%    18.2%    15.1%
                 Sempra Energy Trading
                   Corp. ("Sempra")         16.2%    16.2%    11.6%
                 Red Desert Central
                   Point Allocation
                   ("Red Desert")           14.4%    17.5%      -
                 Hunt Crude Oil Supply
                   Company                  13.8%    13.9%    10.4%
                 Kinder Morgan, Inc.        10.1%      -        -
                 Eaglwing                     -        -      24.4%
                 Mountain Gas Resources,
                   Inc. ("Mountain")          -        -      13.5%

      III-F      Sempra                     19.9%    20.4%    19.8%
                 Eaglwing                   18.8%    17.0%    18.4%
                 Red Desert                 17.7%    21.9%      -
                 Duke                       15.4%    14.1%    14.7%
                 Mountain                     -        -      23.1%

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


4. SUPPLEMENTAL OIL AND GAS INFORMATION

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


      Capitalized Costs

      Capitalized costs and accumulated depreciation,  depletion,  amortization,
and valuation allowance at December 31, 2006 and 2005 were as follows:



                                      F-64
<PAGE>



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

                                          2006           2005
                                      -------------  -------------

   Proved properties                   $15,158,202    $15,679,530

   Less accumulated
      depreciation, depletion,
      amortization, and valuation
      allowance                       ( 14,569,557)  ( 14,904,139)
                                        ----------     ----------
        Net oil and gas
           properties                  $   588,645    $   775,391
                                        ==========     ==========


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

                                          2006           2005
                                      -------------  -------------
   Proved properties                   $ 9,202,445    $ 9,378,899

   Less accumulated
      depreciation, depletion,
      amortization, and valuation
      allowance                       (  8,852,594)  (  8,964,606)
                                        ----------     ----------
        Net oil and gas
           properties                  $   349,851    $   414,293
                                        ==========     ==========


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

                                          2006           2005
                                      -------------  -------------
   Proved properties                   $18,429,188    $17,887,094

   Less accumulated
      depreciation, depletion,
      amortization, and valuation
      allowance                       ( 16,794,203)  ( 16,342,383)
                                        ----------     ----------

        Net oil and gas
           properties                  $ 1,634,985    $ 1,544,711
                                        ==========     ==========




                                      F-65
<PAGE>




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

                                          2006           2005
                                      -------------  -------------
   Proved properties                   $ 9,904,907    $ 9,388,350

   Less accumulated
      depreciation, depletion,
      amortization, and valuation
      allowance                       (  9,108,347)  (  8,736,889)
                                        ----------     ----------

        Net oil and gas
           properties                  $   796,560    $   651,461
                                        ==========     ==========


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

                                          2006           2005
                                      -------------  -------------
   Proved properties                   $20,617,856    $21,182,856

   Less accumulated
      depreciation, depletion,
      amortization, and valuation
      allowance                       ( 19,025,490)  ( 19,201,348)
                                        ----------     ----------

        Net oil and gas
           properties                  $ 1,592,366    $ 1,981,508
                                        ==========     ==========


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

                                          2006           2005
                                      -------------  -------------
   Proved properties                   $12,842,078    $14,020,664

   Less accumulated
      depreciation, depletion,
      amortization, and valuation
      allowance                       ( 11,460,753)  ( 12,340,194)
                                        ----------     ----------

        Net oil and gas
           properties                  $ 1,381,325    $ 1,680,470
                                        ==========     ==========



                                      F-66
<PAGE>



      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition or exploration  activities during the years ended December 31, 2006,
2005, and 2004.  Costs incurred by the  Partnerships  in connection with oil and
gas property development activities for the years ended December 31, 2006, 2005,
and 2004 were as follows:

           Partnership     2006      2005(1)       2004
           -----------   --------   --------     --------

              III-A      $   -      $ 16,822     $ 78,142
              III-B        10,581      2,903       52,376
              III-C       680,951    127,299      217,479
              III-D       525,931     85,828       27,306
              III-E        82,263    158,067      245,429
              III-F        69,317     32,310      188,433

           ----------------
           (1)  Excludes the  estimated  asset  retirement  costs for the III-A,
                III-B,   III-C,   III-D,   III-E,  and  III-F   Partnerships  of
                approximately $157,000,  $97,000,  $152,000,  $85,000, $206,000,
                and  $115,000,  respectively,  recorded as a revision in FAS No.
                143  during  2005 due to an  increase  in both the labor and rig
                costs associated with plugging wells.


      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, 2006,
2005, and 2004 were estimated by petroleum  engineers  employed by affiliates of
the  Partnerships.  In  addition,  reserve  information  for the top 80% of each
Partnership's  reserve base (based on volumes) has been  reviewed by Ryder Scott
Company,  L.P. ("Ryder Scott"), an independent petroleum engineering firm. Ryder
Scott has stated to the General  Partner their opinion that (i) the estimates of
reserves for the properties which they reviewed were prepared in accordance with
generally accepted procedures for the estimation of reserves, (ii) they found no
bias  in the  utilization  and  analysis  of  data,  and  (iii)  the  cash  flow
projections provided by Samson of gross and net reserves and associated revenues
and costs based on constant pricing in general appear reasonable.  The following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volumes to differ from the reserve  reports  prepared by the General Partner and
reviewed by Ryder Scott.



                                      F-67
<PAGE>




      In  general,  the  Partnerships  experienced  downward  revisions  in  gas
reserves  at December  31,  2006 as  compared  to  December  31, 2005 due to the
decrease in the gas prices  used to estimate  reserves.  The III-A,  III-C,  and
III-D  Partnerships had an increase in gas reserves due to revised  forecasts on
several properties based on actual production experience.  The III-F Partnership
had an increase in gas  reserves on one  material  property,  which is discussed
below.

      Following  is a  description  of those  oil and gas  properties  for which
revisions in the continuing  operations estimated proved reserves as of December
31, 2006 as compared to December 31, 2005 were significant to the Partnerships:

             The  III-A  and  III-B  Partnerships'   estimated  proved  oil
       reserves increased  approximately 26,000 barrels and 17,000 barrels,
       respectively,  in the  Amoco  Fee #3 due to a  revised  forecast  in
       reserves based on actual production experience.

             In  addition,  the III-B  Partnership's  estimated  proved oil
       reserves  increased  approximately  7,000  barrels in the F. H. Gray
       Unit D due  to a  revised  forecast  in  reserves  based  on  actual
       production experience.

             The  III-E   Partnership's   estimated   proved  oil  reserves
       decreased approximately 19,000 barrels in the Womack Hill Field Unit
       due to a revised  forecast  in reserves  based on actual  production
       experience and an increase in monthly lease operating expenses.

             The  III-F   Partnership's   estimated   proved  gas  reserves
       decreased approximately 110,000 Mcf and 49,000 Mcf on the Trail Unit
       and Gray #1-9, respectively, due to a steeper decline rate resulting
       in a shorter reserve life and an increase in monthly lease operating
       expenses.

      Following  is a  description  of those  oil and gas  properties  for which
revisions  in  the  discontinued  operations  estimated  proved  reserves  as of
December  31,  2006 as compared to  December  31, 2005 were  significant  to the
Partnerships:

             The  III-E   Partnership's   estimated   proved  gas  reserves
       decreased  approximately  56,000  Mcf  in the  Jo  Neal  #1 due to a
       revised forecast in reserves based on actual  production  experience
       and an increase in monthly lease operating expenses.

             The  III-F   Partnership's   estimated   proved  gas  reserves
       increased  approximately  23,000 Mcf in the Stutes SU T (Breaux  #2)
       due to a revised forecast in



                                      F-68
<PAGE>



reserves  based  on  actual  production  experience  and a  lower  decline  rate
resulting in a longer reserve life.












                  [Remainder of Page Intentionally Left Blank]




                                      F-69
<PAGE>


<TABLE>

                                III-A Partnership
                                -----------------
<CAPTION>

                                    Discontinued Operations        Continuing Operations
                                    ------------------------       ----------------------
                                      Crude          Natural         Crude       Natural
                                       Oil             Gas            Oil          Gas
                                    (Barrels)         (Mcf)        (Barrels)      (Mcf)
                                    ---------       ---------      ---------   -----------
<S>                                  <C>            <C>            <C>         <C>
Proved reserves, Dec. 31, 2003        1,933          222,084        137,278     3,817,394
Production                           (  466)        ( 18,237)      ( 36,657)   (  442,066)
Sale of minerals in place              -                -          (     78)         -
Extensions and discoveries             -                -             1,037         3,108
Revisions of previous estimates       3,749           30,267         16,607       160,187
                                      -----          -------       --------     ---------

Proved reserves, Dec. 31, 2004        5,216          234,114        118,187     3,538,623
Production                           (  817)        ( 19,307)      ( 32,191)   (  369,103)
Extensions and discoveries             -                -               366        12,296
Revisions of previous estimates       1,677         ( 38,428)         4,297       125,653
                                      -----          -------       --------     ---------

Proved reserves, Dec. 31, 2005        6,076          176,379         90,659     3,307,469
Production                           (  367)        ( 16,779)      ( 28,373)   (  345,008)
Sale of minerals in place            (1,183)        (125,978)          -             -
Extensions and discoveries             -                -               141        21,975
Revisions of previous estimates         443            3,473         22,900    (  122,289)
                                      -----          -------       --------     ---------

Proved reserves, Dec. 31, 2006        4,969           37,095         85,327     2,862,147
                                      =====          =======        =======     =========
PROVED DEVELOPED RESERVES:
   December 31, 2004                  5,216          234,114        118,187     3,538,623
                                      =====          =======        =======     =========
   December 31, 2005                  6,076          176,379         90,659     3,307,469
                                      =====          =======        =======     =========
   December 31, 2006                  4,969           37,095         85,327     2,862,147
                                      =====          =======        =======     =========
</TABLE>




                                      F-70
<PAGE>

<TABLE>


                                III-B Partnership
                                -----------------
<CAPTION>

                                    Discontinued Operations        Continuing Operations
                                    ------------------------       ----------------------
                                      Crude          Natural         Crude       Natural
                                       Oil             Gas            Oil          Gas
                                    (Barrels)         (Mcf)        (Barrels)      (Mcf)
                                    ---------       ---------      ---------   -----------
<S>                                   <C>           <C>            <C>         <C>
Proved reserves, Dec. 31, 2003         633           77,139         87,006      1,600,701
Production                            ( 42)         ( 6,030)       (25,353)    (  184,751)
Extensions and discoveries              -              -               684          2,050
Revisions of previous estimates         51           11,588         11,715         56,374
                                       ---           ------         ------      ---------

Proved reserves, Dec. 31, 2004         642           82,697         74,052      1,474,374
Production                            (127)         ( 6,228)       (22,521)    (  159,150)
Extensions and discoveries              -              -               235          5,798
Revisions of previous estimates         12          (17,117)         8,298         28,586
                                       ---           ------         ------      ---------

Proved reserves, Dec. 31, 2005         527           59,352         60,064      1,349,608
Production                              55          ( 5,386)       (19,700)    (  145,330)
Sale of minerals in place             (498)         (53,130)          -              -
Extensions and discoveries              -              -                86         11,077
Revisions of previous estimates       ( 84)         (   663)        22,156     (   39,211)
                                       ---           ------         ------      ---------

Proved reserves, Dec. 31, 2006          -               173         62,606      1,176,144
                                       ===           ======         ======      =========
PROVED DEVELOPED RESERVES:
   December 31, 2004                   642           82,697         74,052      1,474,374
                                       ===           ======         ======      =========
   December 31, 2005                   527           59,352         60,064      1,349,608
                                       ===           ======         ======      =========
   December 31, 2006                    -               173         62,606      1,176,144
                                       ===           ======         ======      =========

</TABLE>



                                      F-71
<PAGE>


<TABLE>

                                III-C Partnership
                                -----------------
<CAPTION>

                                    Discontinued Operations        Continuing Operations
                                    ------------------------       ----------------------
                                      Crude          Natural         Crude       Natural
                                       Oil             Gas            Oil          Gas
                                    (Barrels)         (Mcf)        (Barrels)      (Mcf)
                                    ---------       ---------      ---------   -----------
<S>                                  <C>            <C>            <C>         <C>
Proved reserves, Dec. 31, 2003        9,147          73,565         90,572      5,275,540
Production                           (  462)        ( 9,715)       ( 9,089)    (  538,840)
Sale of minerals in place            (    6)           -              -              -
Extensions and discoveries                2             423              2         37,331
Revisions of previous estimates      (7,923)        (15,911)       (   569)    (  189,890)
                                      -----          -------        ------      ---------

Proved reserves, Dec. 31, 2004          758          48,362         80,916      4,584,141
Production                           (  319)        ( 8,072)       ( 9,295)    (  506,230)
Extensions and discoveries               32           1,294            966        188,978
Revisions of previous estimates         146             265         16,086        395,703
                                      -----          ------         ------      ---------

Proved reserves, Dec. 31, 2005          617          41,849         88,673      4,662,592
Production                           (  106)        ( 8,588)       (11,648)    (  610,593)
Sale of minerals in place            (  281)        (22,321)          -              -
Extensions and discoveries               10             409          5,374        413,298
Revisions of previous estimates       1,257           6,348          9,961     (   95,472)
                                      -----          ------         ------      ---------

Proved reserves, Dec. 31, 2006        1,497          17,697         92,360      4,369,825
                                      =====          ======         ======      =========
PROVED DEVELOPED RESERVES:
   December 31, 2004                    758          48,362         80,916      4,584,141
                                      =====          ======         ======      =========
   December 31, 2005                    617          41,849         88,673      4,662,592
                                      =====          ======         ======      =========
   December 31, 2006                  1,497          17,697         92,360      4,369,825
                                      =====          ======         ======      =========
</TABLE>



                                      F-72
<PAGE>


<TABLE>

                                III-D Partnership
                                -----------------
<CAPTION>

                                    Discontinued Operations        Continuing Operations
                                    ------------------------       ----------------------
                                      Crude          Natural         Crude       Natural
                                       Oil             Gas            Oil          Gas
                                    (Barrels)         (Mcf)        (Barrels)      (Mcf)
                                    ---------       ---------      ---------   -----------
<S>                                 <C>             <C>            <C>         <C>
Proved reserves, Dec. 31, 2003       73,941          45,304         83,103      2,607,310
Production                          ( 4,067)        ( 7,561)       ( 8,347)    (  291,166)
Sale of minerals in place           (72,676)        (14,536)          -              -
Extensions and discoveries             -                 60           -             5,465
Revisions of previous estimates       2,871         (10,617)         6,248         75,702
                                     ------          ------         ------      ---------

Proved reserves, Dec. 31, 2004           69          12,650         81,004      2,397,311
Production                          (    65)        ( 3,657)       ( 8,546)    (  284,998)
Extensions and discoveries                4             186            776        106,472
Revisions of previous estimates          60         ( 1,903)        10,575        181,207
                                     ------          ------         ------      ---------

Proved reserves, Dec. 31, 2005           68           7,276         83,809      2,399,992
Production                          (    20)        ( 1,763)       ( 9,928)    (  367,694)
Sale of minerals in place           (    10)        (    28)          -              -
Extensions and discoveries             -               -             4,145        253,564
Revisions of previous estimates         182         (   846)       (   989)        26,832
                                     ------          ------         ------      ---------

Proved reserves, Dec. 31, 2006          220           4,639         77,037      2,312,694
                                     ======          ======         ======      =========
PROVED DEVELOPED RESERVES:
   December 31, 2004                     69          12,650         81,004      2,397,311
                                     ======          ======         ======      =========
   December 31, 2005                     68           7,276         83,809      2,399,992
                                     ======          ======         ======      =========
   December 31, 2006                    220           4,639         77,037      2,312,694
                                     ======          ======         ======      =========
</TABLE>



                                      F-73
<PAGE>


<TABLE>

                                III-E Partnership
                                -----------------
<CAPTION>

                                    Discontinued Operations        Continuing Operations
                                    ------------------------       ----------------------
                                      Crude          Natural         Crude       Natural
                                       Oil             Gas            Oil          Gas
                                    (Barrels)         (Mcf)        (Barrels)      (Mcf)
                                    ---------       ---------      ---------   -----------
<S>                                 <C>             <C>            <C>         <C>
Proved reserves, Dec. 31, 2003       519,254         468,657        155,670     6,097,290
Production                          ( 28,755)       ( 80,966)      ( 22,473)   (  678,604)
Sale of minerals in place           (518,676)       (103,734)          -             -
Extensions and discoveries              -               -             1,189        11,923
Revisions of previous estimates       28,878        ( 64,106)        23,421       789,619
                                     -------         -------        -------     ---------

Proved reserves, Dec. 31, 2004           701         219,851        157,807     6,220,228
Production                          (    383)       ( 44,154)      ( 23,178)   (  634,703)
Extensions and discoveries                71           1,508          4,621       112,711
Revisions of previous estimates          508          41,648         10,048    (  607,380)
                                     -------         -------        -------     ---------

Proved reserves, Dec. 31, 2005           897         218,853        149,298     5,090,856
Production                          (    109)       ( 40,040)      ( 16,782)   (  535,598)
Sale of minerals in place           (    213)       ( 35,481)          -             -
Extensions and discoveries              -               -               611       252,261
Revisions of previous estimates            4        ( 36,400)      ( 32,580)   (  393,541)
                                     -------         -------        -------     ---------

Proved reserves, Dec. 31, 2006           579         106,932        100,547     4,413,978
                                     =======         =======        =======     =========
PROVED DEVELOPED RESERVES:
   December 31, 2004                     701         219,851        157,807     6,220,228
                                     =======         =======        =======     =========
   December 31, 2005                     897         218,853        149,298     5,090,856
                                     =======         =======        =======     =========
   December 31, 2006                     579         106,932        100,547     4,412,334
                                     =======         =======        =======     =========
</TABLE>



                                      F-74
<PAGE>


<TABLE>

                                III-F Partnership
                                -----------------
<CAPTION>

                                    Discontinued Operations        Continuing Operations
                                    ------------------------       ----------------------
                                      Crude          Natural         Crude       Natural
                                       Oil             Gas            Oil          Gas
                                    (Barrels)         (Mcf)        (Barrels)      (Mcf)
                                    ---------       ---------      ---------   -----------
<S>                                 <C>             <C>            <C>         <C>
Proved reserves, Dec. 31, 2003       151,358         720,827        208,930     3,761,556
Production                          (  9,556)       ( 15,528)      ( 10,696)   (  393,218)
Extensions and discoveries              -               -             1,000        10,015
Revisions of previous estimates       16,575        (360,256)      ( 42,745)      417,329
                                     -------         -------        -------     ---------

Proved reserves, Dec. 31, 2004       158,377         345,043        156,489     3,795,682
Production                          (  8,074)       ( 11,248)      ( 10,893)   (  370,786)
Extensions and discoveries              -               -             3,395        94,386
Revisions of previous estimates       12,379        (284,602)        25,557    (   64,082)
                                     -------         -------        -------     ---------

Proved reserves, Dec. 31, 2005       162,682          49,193        174,548     3,455,200
Production                          (  9,183)       (  9,045)      (  9,822)   (  300,359)
Sale of minerals in place           (    179)       ( 29,795)          -             -
Extensions and discoveries              -               -               515       107,209
Revisions of previous estimates     ( 15,535)         17,139       (  6,405)   (  500,216)
                                     -------         -------        -------     ---------

Proved reserves, Dec. 31, 2006       137,785          27,492        158,836     2,761,834
                                     =======         =======        =======     =========
PROVED DEVELOPED RESERVES:
   December 31, 2004                 158,377         345,043        156,489     3,795,682
                                     =======         =======        =======     =========
   December 31, 2005                 162,682          49,193        174,548     3,455,200
                                     =======         =======        =======     =========
   December 31, 2006                 137,785          27,492        158,836     2,761,834
                                     =======         =======        =======     =========
</TABLE>




                                      F-75
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2006 and 2005 are as
follows:



                                      F-76
<PAGE>



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

                                                    2006
                          ------------------------------------------------------
                            First           Second         Third       Fourth
                          Quarter(2)     Quarter(2)      Quarter(2)    Quarter
                          ----------     ----------      ----------   ----------

Total Revenues            $1,090,874     $1,011,994      $1,055,647   $  957,817
Gross Profit(1)              819,583        737,509         768,464      678,305
Income from continuing
  operations                 722,103        664,114         695,992      604,767
Income from discontinued
  operations                  21,975         28,600          30,548      532,747
Net Income                   744,078        692,714         726,540    1,137,514
Limited Partners' Net
  Income per Unit               2.53           2.35            2.46         3.87

                                                    2005
                          ------------------------------------------------------
                            First          Second          Third       Fourth
                          Quarter(2)     Quarter(2)      Quarter(2)   Quarter(2)
                          ---------      -----------     ----------   ----------

Total Revenues            $  990,208     $1,104,544      $1,170,643   $1,327,762
Gross Profit(1)              615,275        875,355         823,718    1,031,794
Income from continuing
  operations                 520,311        801,932         749,498      954,639
Income from discontinued
  operations                  35,965         28,363          31,505       33,658
Net Income                   556,276        830,295         781,003      988,297
Limited Partners' Net
  Income per Unit               1.89           2.83            2.64         3.35





                                      F-77
<PAGE>




------------
(1)   Total  revenues  less oil and gas  production  expenses and  depreciation,
      depletion and amortization expenses, and impairment provision.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      various oil and gas properties  during 2006 and assets held for sale as of
      December 31, 2006 as  discontinued  operations,  as described in Note 6 to
      the financial statements of the Partnership.




                  [Remainder of Page Intentionally Left Blank]








                                      F-78
<PAGE>



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


                                                    2006
                          ------------------------------------------------------
                            First          Second         Third        Fourth
                          Quarter(2)     Quarter(2)      Quarter(2)    Quarter
                          ----------     ----------      ----------   ----------
Total Revenues             $588,150       $557,770        $581,937     $514,508
Gross Profit(1)             419,917        386,779         431,638      351,295
Income from continuing
  operations                357,421        347,801         393,149      311,577
Income from discontinued
  operations                  3,913          6,994           7,619      219,252
Net Income                  361,334        354,795         400,768      530,829
Limited Partners' Net
  Income per Unit              2.21           2.15            2.45         3.26

                                                    2005
                          ------------------------------------------------------
                            First          Second         Third         Fourth
                          Quarter(2)     Quarter(2)      Quarter(2)   Quarter(2)
                          ----------     ----------      ----------   ----------

Total Revenues             $514,344       $598,059        $630,024     $711,412
Gross Profit(1)             296,108        469,843         398,892      551,320
Income from continuing
  operations                235,858        430,720         358,895      508,384
Income from discontinued
  operations                  9,267          6,953           7,231        8,390
Net Income                  245,125        437,673         366,126      516,774
Limited Partners' Net
  Income per Unit              1.51           2.67            2.20         3.15




                                      F-79
<PAGE>




------------
(1)   Total  revenues  less oil and gas  production  expenses and  depreciation,
      depletion and amortization expenses, and impairment provision.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      various oil and gas properties  during 2006 and assets held for sale as of
      December 31, 2006 as  discontinued  operations,  as described in Note 6 to
      the financial statements of the Partnership.




                  [Remainder of Page Intentionally Left Blank]








                                      F-80
<PAGE>



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

                                                    2006
                          ------------------------------------------------------
                            First         Second           Third       Fourth
                          Quarter(2)     Quarter(2)      Quarter(2)   Quarter
                          ----------     ----------      ----------   ----------

Total Revenues            $1,226,199     $992,287        $1,199,818   $1,287,723
Gross Profit(1)              899,855      662,859           804,225      598,667
Income from continuing
  operations                 807,863      594,794           737,011      531,039
Income from discontinued
  operations                  10,431       14,458            13,556      112,522
Net Income                   818,294      609,252           750,567      643,561
Limited Partners' Net
  Income per Unit               3.00         2.21              2.71         2.25

                                                    2005
                          ------------------------------------------------------
                            First         Second          Third        Fourth
                          Quarter(2)     Quarter(2)      Quarter(2)   Quarter(2)
                          ----------     ----------      ----------   ----------

Total Revenues            $  943,164     $974,640        $1,110,926   $1,159,555
Gross Profit(1)              672,877      781,920           767,357      782,564
Income from continuing
  operations                 583,359      713,807           699,081      710,704
Income from discontinued
  operations                  12,604       10,821            14,963       18,086
Net Income                   595,963      724,628           714,044      728,790
Limited Partners' Net
  Income per Unit               2.18         2.65              2.59         2.68



                                      F-81
<PAGE>




------------
(1)   Total  revenues  less oil and gas  production  expenses and  depreciation,
      depletion and amortization expenses, and impairment provision.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      various oil and gas properties  during 2006 and assets held for sale as of
      December 31, 2006 as  discontinued  operations,  as described in Note 6 to
      the financial statements of the Partnership.




                  [Remainder of Page Intentionally Left Blank]






                                      F-82
<PAGE>



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

                                                    2006
                          ------------------------------------------------------
                            First         Second          Third        Fourth
                          Quarter(2)     Quarter(2)      Quarter(2)   Quarter
                          ----------     ----------      ----------   ----------

Total Revenues            $715,669       $587,490        $607,936     $890,016
Gross Profit(1)            514,633        411,878         402,444      352,287
Income from continuing
  operations               454,257        374,238         365,940      315,206
Income from discontinued
  operations                 2,921          2,099           3,992       29,627
Net Income                 457,178        376,337         369,932      344,833
Limited Partners' Net
  Income per Unit             3.12           2.56            2.51         2.20

                                                    2005
                          ------------------------------------------------------
                            First           Second         Third         Fourth
                          Quarter(2)     Quarter(2)      Quarter(2)   Quarter(2)
                          ----------     ----------      ----------   ----------

Total Revenues            $530,151        $553,012       $644,859     $727,471
Gross Profit(1)            389,060         441,363        466,078      446,392
Income from continuing
  operations               330,914         404,006        428,713      405,455
Income from discontinued
  operations                 5,887           5,916          5,269        4,147
Net Income                 336,801         409,922        433,982      409,602
Limited Partners' Net
  Income per Unit             2.30            2.80           2.97         2.79



                                      F-83
<PAGE>




------------
(1)   Total  revenues  less oil and gas  production  expenses and  depreciation,
      depletion and amortization expenses, and impairment provision.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      various oil and gas properties  during 2006 and assets held for sale as of
      December 31, 2006 as  discontinued  operations,  as described in Note 6 to
      the financial statements of the Partnership.



                  [Remainder of Page Intentionally Left Blank]





                                      F-84
<PAGE>



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

                                                    2006
                          ------------------------------------------------------
                            First           Second          Third       Fourth
                          Quarter(2)     Quarter(2)      Quarter(2)    Quarter
                          ----------     ----------      ------------ ----------

Total Revenues            $1,260,924     $1,027,182      $1,018,660   $  917,000
Gross Profit(1)              903,255        749,591         552,915      316,678
Income from continuing
   operations                762,887        631,446         438,712      201,744
Income (loss)from
   discontinued
   operations                 32,968         75,896     (   130,949)     302,929
Net Income                   795,855        707,342         307,763      504,673
Limited Partners' Net
   Income per Unit              1.70           1.51            0.60         1.08

                                                    2005
                          ------------------------------------------------------
                            First          Second          Third      Fourth
                          Quarter(2)     Quarter(2)      Quarter(2)   Quarter(2)
                          ----------     ----------      ------------ ----------

Total Revenues            $1,131,630     $1,287,386      $1,466,570   $1,856,121
Gross Profit(1)              753,051        955,691       1,010,430    1,281,685
Income from continuing
   operations                615,533        838,665         894,317    1,162,508
Income from discontinued
   operations                 65,428         54,347           8,236       64,312
Net Income                   680,961        893,012         902,553    1,226,820
Limited Partners' Net
   Income per Unit              1.46           1.91            1.91         2.62



                                      F-85
<PAGE>




------------
(1)   Total  revenues  less oil and gas  production  expenses and  depreciation,
      depletion and amortization expenses, and impairment provision.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      various oil and gas properties  during 2006 and assets held for sale as of
      December 31, 2006 as  discontinued  operations,  as described in Note 6 to
      the financial statements of the Partnership.




                  [Remainder of Page Intentionally Left Blank]






                                      F-86
<PAGE>



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

                                                    2006
                          ------------------------------------------------------
                            First         Second          Third         Fourth
                          Quarter(2)     Quarter(2)      Quarter(2)     Quarter
                          ----------     ----------      ----------    ---------

Total Revenues            $698,406       $586,136        $617,650       $526,468
Gross Profit(1)            465,997        388,185         312,810        199,685
Income from continuing
  operations               380,430        326,156         251,836        137,981
Income from discontinued
  operations               149,945        104,281         123,085        186,737
Net Income                 530,375        430,437         374,921        324,718
Limited Partners' Net
   Income per Unit            2.14           1.73            1.47           1.31

                                                    2005

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

Total Revenues            $667,365       $697,199        $857,349     $1,082,319
Gross Profit(1)            447,452        524,142         624,204        783,371
Income from continuing
  Operations               364,309        462,018         561,938        717,794
Income from discontinued
  operations               130,084         87,096         137,128        104,049
Net Income                 494,393        549,114         699,066        821,843
Limited Partners' Net
   Income per Unit            2.12           2.34            2.99           3.51



                                      F-87
<PAGE>




------------
(1)   Total  revenues  less oil and gas  production  expenses and  depreciation,
      depletion and amortization expenses, and impairment provision.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      various oil and gas properties  during 2006 and assets held for sale as of
      December 31, 2006 as  discontinued  operations,  as described in Note 6 to
      the financial statements of the Partnership.



                  [Remainder of Page Intentionally Left Blank]







                                      F-88
<PAGE>





6. DISCONTINUED OPERATIONS

      On May 12,  2004  the  III-D  and  III-E  Partnerships  sold  all of their
interests in the  Jay-Little  Escambia Creek Field located in Santa Rosa County,
Florida   (the  "Jay  Field")  at  a  large  public  oil  and  gas  auction  for
approximately  $721,000,   subject  to  standard  transaction  requirements  and
adjustments.  These proceeds were allocated  approximately $89,000 and $632,000,
respectively,  to the III-D and III-E Partnerships.  This represents the sale of
all oil and gas  assets  held by the  III-D and  III-E  Partnerships  in the Jay
Field.  The sale  resulted in a gain on disposal of  discontinued  operations of
approximately  $10,000  and  $89,000,  respectively,  for the  III-D  and  III-E
Partnerships.

      During  August  2006,  the  General  Partner  approved  a plan  to sell an
increased  amount of the  Partnerships'  properties as a result of the generally
favorable current environment for oil and gas properties.  On December 13, 2006,
the Partnerships  sold their interests in a number of producing  properties at a
large  public oil and gas auction  which  resulted in proceeds of  approximately
$517,000,  $218,000,  $98,000,  $1,000,  $108,000,  and  $90,000  (net of fees),
respectively,  to the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships.
The  sale  resulted  in  a  gain  on  disposal  of  discontinued  operations  of
approximately  $500,000,  $211,000,  $96,000,  $1,000,  $104,000,  and  $87,000,
respectively, for the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships.
Additional  properties  will be sold at auctions in 2007. The properties sold in
the December auction,  those scheduled to be sold in 2007 auctions, and the sale
of the  Jay  Field  represent  "disposal  of a  component"  under  Statement  of
Financial  Accounting  Standards  No. 144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived Assets" (FAS 144).  Accordingly,  current year results of
these  properties have been classified as  discontinued,  and prior periods have
been restated.  Once  properties are classified as assets held for sale, they no
longer incur any depreciation, depletion, or amortization expense.

      Net income from discontinued operations is as follows:




                                      F-89
<PAGE>




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

                                            2006           2005          2004
                                        ----------      ----------    ----------

Oil and gas sales                        $150,996        $172,252      $118,675
Lease operating                         (  23,537)      (  23,555)    (  44,248)
Production tax                          (  12,992)      (  14,519)    (  10,296)
Depreciation, depletion, and
   amortization of oil and gas
   properties                           (     952)      (   4,687)    (   2,645)
                                          -------         -------       -------
Income from discontinued
   operations                            $113,515        $129,491      $ 61,486
                                          =======         =======       =======


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

                                            2006           2005          2004
                                        ----------      ----------    ----------

Oil and gas sales                        $ 35,788        $ 43,968      $ 31,679
Lease operating                         (   5,587)      (   6,340)    (  14,977)
Production tax                          (   3,456)      (   4,064)    (   3,001)
Depreciation, depletion, and
   amortization of oil and gas
   properties                           (     273)      (   1,723)    (   1,154)
                                          -------         -------       -------
Income from discontinued
   operations                            $ 26,472        $ 31,841      $ 12,547
                                          =======         =======       =======






                                      F-90
<PAGE>




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

                                            2006           2005          2004
                                        ----------      ---------     ----------

Oil and gas sales                        $ 65,630        $66,420       $ 58,809
Lease operating                         (   2,877)      (  3,297)     (   6,731)
Production tax                          (   4,433)      (  4,825)     (   4,294)
Depreciation, depletion, and
   amortization of oil and gas
   properties                           (   2,494)      (  1,824)     (   1,600)
Impairment provision                    (     371)          -              -
                                          -------         ------        -------
Income from discontinued
   operations                            $ 55,455        $56,474       $ 46,184
                                          =======         ======        =======


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

                                            2006           2005          2004
                                        ----------      ---------     ----------

Oil and gas sales                        $ 11,974        $23,268       $161,977
Lease operating                            26,426       (    347)     (  10,575)
Production tax                          (     380)      (  1,529)     ( 234,139)
Depreciation, depletion, and
   amortization of oil and gas
   properties                           (     364)      (    173)     (   3,030)
Impairment provision                    (      89)          -              -
                                          -------         ------        -------
Income (loss) from discontinued
   operations                            $ 37,567        $21,219      ($ 85,767)
                                          =======         ======        =======




                                      F-91
<PAGE>





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

                                            2006          2005          2004
                                        ----------     ----------   ------------

Oil and gas sales                        $255,286       $309,813     $1,301,085
Lease operating                           116,640      (  78,664)   ( 1,742,518)
Production tax                          (  12,929)     (  18,599)   (    83,352)
Depreciation, depletion, and
   amortization of oil and gas
   properties                           (  19,659)     (  20,227)   (    24,821)
Impairment provision                    ( 162,345)          -              -
                                          -------        -------      ---------
Income (loss) from discontinued
   operations                            $176,993       $192,323    ($  549,606)
                                          =======        =======      =========


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

                                            2006          2005          2004
                                        ----------     ----------   -----------

Oil and gas sales                        $621,629       $578,767     $  466,466
Lease operating                         (  98,931)     (  97,126)   (    71,591)
Production tax                          (  24,217)     (   8,839)   (     8,533)
Depreciation, depletion, and
   amortization of oil and gas
   properties                           (  10,375)     (  14,445)   (     9,868)
Impairment provision                    (  10,971)          -              -
                                          -------        -------      ---------
Income from discontinued
   operations                            $477,135       $458,357     $  376,474
                                          =======        =======      =========




                                      F-92
<PAGE>




Assets of the discontinued operations as of December 31, 2006 were as follows:

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

      Accounts receivable - oil and gas sales          $   27,392
      Oil and gas properties                               82,229
      Accumulated depreciation, depletion,
        amortization and valuation allowance          (    77,322)
      Deferred charge                                           8
                                                        ---------
      Net assets held for sale                         $   32,307
                                                        =========


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

      Accounts receivable - oil and gas sales          $    7,506
      Oil and gas properties                                  750
      Accumulated depreciation, depletion,
        amortization and valuation allowance          (       750)
                                                        ---------
      Net assets held for sale                         $    7,506
                                                        =========


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

      Accounts receivable - oil and gas sales          $   12,024
      Oil and gas properties                               57,240
      Accumulated depreciation, depletion,
        amortization and valuation allowance          (    55,618)
      Deferred charge                                          10
                                                        ---------
      Net assets held for sale                         $   13,656
                                                        =========



                                      F-93
<PAGE>




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

      Accounts receivable - oil and gas sales          $    2,296
      Oil and gas properties                                7,652
      Accumulated depreciation, depletion,
        amortization and valuation allowance          (     7,424)
                                                        ---------
      Net assets held for sale                         $    2,524
                                                        =========


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

      Accounts receivable - oil and gas sales          $   38,260
      Oil and gas properties                              634,280
      Accumulated depreciation, depletion,
        amortization and valuation allowance          (   634,251)
      Deferred charge                                       2,492
                                                        ---------
      Net assets held for sale                         $   40,781
                                                        =========


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

      Accounts receivable - oil and gas sales          $   87,284
      Oil and gas properties                            1,219,907
      Accumulated depreciation, depletion,
        amortization and valuation allowance          ( 1,101,738)
                                                        ---------
      Net assets held for sale                         $  205,453
                                                        =========


Liabilities  of the  discontinued  operations  as of  December  31, 2006 were as
follows:
                                                          III-A
                                                       Partnership
                                                       -----------

      Accounts payable                                 $    4,257
                                                        ---------
      Net liabilities - held for sale                  $    4,257
                                                        =========




                                      F-94
<PAGE>




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

      Accounts payable                                 $    1,049
                                                        ---------
      Net liabilities - held for sale                  $    1,049
                                                        =========


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

      Accounts payable                                 $      684
      Accrued liability                                         5
                                                        ---------
      Net liabilities - held for sale                  $      689
                                                        =========


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

      Accounts payable                                 $      298
                                                        ---------
      Net liabilities - held for sale                  $      298
                                                        =========


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

      Accounts payable                                 $   21,708
      Accrued liability                                    12,104
                                                        ---------
      Net liabilities - held for sale                  $   33,812
                                                        =========

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

      Accounts payable                                 $   24,291
                                                        ---------
      Net liabilities - held for sale                  $   24,291
                                                        =========



                                      F-95
<PAGE>





7. SUBSEQUENT EVENT

      On February 5, 2007,  the General  Partner  mailed a notice to the limited
partners  announcing that the III-A  Partnership  will terminate on November 22,
2007 and the other Partnerships will terminate on December 31, 2007.

      The following  unaudited pro forma balance  sheets as of December 31, 2006
give  effect  to a change  from the going  concern  basis of  accounting  to the
liquidation  basis of  accounting.  The unaudited  pro forma balance  sheets are
presented as if the change had occurred on December 31, 2006.  The unaudited pro
forma  balance  sheets  are based on  assumptions  and  include  adjustments  as
explained in the notes to the unaudited pro forma  balance  sheets.  While these
balance sheets are prepared with the intent of showing fair value, they are also
based on estimates  regarding (i) future net cash flows until the properties are
sold and (ii) sales prices which will be received for the properties through the
liquidation process.  Actual current and future prices and costs, as well as the
prices  purchasers  are willing to pay at the time the  properties are sold, may
differ  materially  from the estimates used in the  preparation of the unaudited
liquidation basis balance sheets.





                                      F-96
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                        Unaudited Pro Forma Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation    Liquidation
                                                Basis Accounting      Basis
                                  Historical        (Note B)        Pro Forma
                                 -----------    ----------------   -----------

CURRENT ASSETS:
   Cash and cash equivalents      $1,443,396     ($ 1,443,396)     $      -
   Accounts receivable:
      Oil and gas sales              571,125     (    571,125)            -
   Assets held for sale               32,307     (     32,307)            -
                                   ---------       ----------       ----------
        Total current assets      $2,046,828     ($ 2,046,828)     $      -

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                    588,645     (    588,645)            -
DEFERRED CHARGE                      184,941     (    184,941)            -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value           -          12,419,479       12,419,479
                                   ---------       ----------       ----------
                                  $2,820,414      $ 9,599,065      $12,419,479
                                   =========       ==========       ==========




                                      F-97
<PAGE>




                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                Basis Accounting      Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT LIABILITIES:
   Accounts payable               $  151,192     ($   151,192)      $      -
   Gas imbalance payable              21,627     (     21,627)             -
   Asset retirement obligation -
      current                         10,086     (     10,086)             -
   Asset retirement obligation -
      held for sale                    3,870     (      3,870)             -
   Liabilities - held for sale         4,257     (      4,257)             -
                                   ---------      -----------        ----------
      Total current
        liabilities               $  191,032     ($   191,032)      $      -

LONG-TERM LIABILITIES:
   Accrued liability              $   31,040     ($    31,040)      $      -
   Asset retirement obligation       271,011     (    271,011)             -
                                   ---------       ----------        -----------
      Total long-term
        liabilities               $  302,051     ($   302,051)      $      -

PARTNER'S CAPITAL (DEFICIT):
   General Partner               ($   59,707)     $ 1,104,337       $ 1,044,630
   Limited Partners, issued
     and outstanding
     263,976 units                 2,387,038        8,987,811        11,374,849
                                   ---------       ----------        ----------
      Total partners'
        capital                   $2,327,331      $10,092,148       $12,419,479
                                   ---------       ----------        ----------
                                  $2,820,414      $ 9,599,065       $12,419,479
                                   =========       ==========        ==========




                                      F-98
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                        Unaudited Pro Forma Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                 Basis Accounting      Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT ASSETS:
   Cash and cash equivalents      $  700,511     ($   700,511)      $     -
   Accounts receivable:
      Oil and gas sales              296,055     (    296,055)            -
   Assets held for sale                7,506     (      7,506)            -
                                   ---------       ----------        ---------
        Total current assets      $1,004,072     ($ 1,004,072)      $     -

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                    349,851     (    349,851)            -
DEFERRED CHARGE                      122,514     (    122,514)            -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value           -           5,825,778        5,825,778
                                   ---------       ----------        ---------
                                  $1,476,437      $ 4,349,341       $5,825,778
                                   =========       ==========        =========




                                      F-99
<PAGE>



                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                 Basis Accounting      Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT LIABILITIES:
   Accounts payable               $   96,722     ( $   96,722)      $     -
   Gas imbalance payable              12,356     (     12,356)            -
   Asset retirement obligation -
      current                          5,552     (      5,552)            -
   Liabilities - held for sale         1,049     (      1,049)            -
                                   ---------      -----------        ---------
      Total current
        liabilities               $  115,679     ($   115,679)      $     -

LONG-TERM LIABILITIES:
   Accrued liability              $    8,001     ($     8,001)      $     -
   Asset retirement obligation       181,827     (    181,827)            -
                                   ---------       ----------        ---------
      Total long-term
        liabilities               $  189,828     ($   189,828)      $     -

PARTNER'S CAPITAL (DEFICIT):
   General Partner               ($   41,841)     $   761,652       $  719,811
   Limited Partners, issued
     and outstanding
     138,336 units                 1,212,771        3,893,196        5,105,967
                                   ---------       ----------        ---------
      Total partners'
        capital                   $1,170,930      $ 4,654,848       $5,825,778
                                   ---------       ----------        ---------
                                  $1,476,437      $ 4,349,341       $5,825,778
                                   =========       ==========        =========




                                     F-100
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                        Unaudited Pro Forma Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation    Liquidation
                                                 Basis Accounting     Basis
                                  Historical        (Note B)        Pro Forma
                                 -----------    ----------------   -----------

CURRENT ASSETS:
   Cash and cash equivalents      $1,129,134     ($ 1,129,134)     $      -
   Accounts receivable:
      Oil and gas sales              901,653     (    901,653)            -
      Related party                    4,262     (      4,262)            -
   Assets held for sale               13,656     (     13,656)            -
                                   ---------       ----------       ----------
        Total current assets      $2,048,705     ($ 2,048,705)     $      -

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                  1,634,985     (  1,634,985)            -
DEFERRED CHARGE                       56,549     (     56,549)            -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value           -          13,966,177       13,966,177
                                   ---------       ----------       ----------
                                  $3,740,239      $10,225,938      $13,966,177
                                   =========       ==========       ==========


                                     F-101
<PAGE>



                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation    Liquidation
                                                 Basis Accounting     Basis
                                  Historical        (Note B)        Pro Forma
                                 -----------    ----------------   -----------

CURRENT LIABILITIES:
   Accounts payable               $  168,287     ($   168,287)     $      -
   Gas imbalance payable              27,417     (     27,417)            -
   Asset retirement obligation -
      current                         24,559     (     24,559)            -
   Asset retirement obligation -
      held for sale                      291     (        291)            -
   Liabilities - held for sale           689     (        689)            -
                                   ---------      -----------       ----------
      Total current
        liabilities               $  221,243     ($   221,243)     $      -

LONG-TERM LIABILITIES:
   Accrued liability              $  123,503     ($   123,503)     $      -
   Asset retirement obligation       365,663     (    365,663)            -
                                   ---------       ----------       ----------
      Total long-term
        liabilities               $  489,166     ($   489,166)     $      -

PARTNER'S CAPITAL (DEFICIT):
   General Partner               ($   90,026)     $ 1,226,582      $ 1,136,556
   Limited Partners, issued
     and outstanding
     244,536 units                 3,119,856        9,709,765       12,829,621
                                   ---------       ----------       ----------
      Total partners'
        capital                   $3,029,830      $10,936,347      $13,966,177
                                   ---------       ----------       ----------
                                  $3,740,239      $10,225,938      $13,966,177
                                   =========       ==========       ==========



                                     F-102
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                        Unaudited Pro Forma Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation    Liquidation
                                                 Basis Accounting     Basis
                                  Historical        (Note B)        Pro Forma
                                 -----------    ----------------   -----------

CURRENT ASSETS:
   Cash and cash equivalents      $  560,391     ($   560,391)     $     -
   Accounts receivable:
      Oil and gas sales              554,939     (    554,939)           -
      Related party                      610     (        610)           -
      Other                           26,776     (     26,776)           -
   Assets held for sale                2,524     (      2,524)           -
                                   ---------       ----------       ---------
        Total current assets      $1,145,240     ($ 1,145,240)     $     -

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                    796,560     (    796,560)           -
DEFERRED CHARGE                       14,055     (     14,055)           -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value           -           7,709,045       7,709,045
                                   ---------       ----------       ---------
                                  $1,955,855      $ 5,753,190      $7,709,045
                                   =========       ==========       =========




                                     F-103
<PAGE>



                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation    Liquidation
                                                Basis Accounting      Basis
                                  Historical        (Note B)        Pro Forma
                                 -----------    ----------------   -----------

CURRENT LIABILITIES:
   Accounts payable               $  114,417     ($   114,417)     $     -
   Gas imbalance payable               5,724     (      5,724)           -
   Asset retirement obligation -
      current                         16,323     (     16,323)           -
   Asset retirement obligation -
      held for sale                       31     (         31)           -
   Liabilities - held for sale           298     (        298)           -
                                   ---------      -----------       ---------
      Total current
        liabilities               $  136,793     ($   136,793)     $     -

LONG-TERM LIABILITIES:
   Accrued liability              $  154,492     (    154,492)     $     -
   Asset retirement obligation       194,358     (    194,358)           -
                                   ---------       ----------       ---------
      Total long-term
        liabilities               $  348,850     ($   348,850)     $     -

PARTNER'S CAPITAL (DEFICIT):
   General Partner               (    17,347)     $   660,522         643,175
   Limited Partners, issued
     and outstanding
     131,008 units                 1,487,559        5,578,310       7,065,870
                                   ---------       ----------       ---------
      Total partners'
        capital                   $1,470,212      $ 6,238,832      $7,709,045
                                   ---------       ----------       ---------
                                  $1,955,855      $ 5,753,190      $7,709,045
                                   =========       ==========       =========



                                     F-104
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                        Unaudited Pro Forma Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation    Liquidation
                                                 Basis Accounting     Basis
                                  Historical        (Note B)        Pro Forma
                                 -----------    ----------------   -----------

CURRENT ASSETS:
   Cash and cash equivalents      $  981,324     ($   981,324)     $      -
   Accounts receivable:
      Oil and gas sales              743,001     (    743,001)            -
      Other                          191,092     (    191,092)            -
   Assets held for sale               40,781     (     40,781)            -
                                   ---------       ----------       ----------
        Total current assets      $1,956,198     ($ 1,956,198)     $      -

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                  1,592,366     (  1,592,366)            -
DEFERRED CHARGE                       29,450     (     29,450)            -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value           -          13,439,878       13,439,878
                                   ---------       ----------       ----------
                                  $3,578,014      $ 9,861,864      $13,439,878
                                   =========       ==========       ==========




                                     F-105
<PAGE>




                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation    Liquidation
                                                Basis Accounting      Basis
                                  Historical        (Note B)        Pro Forma
                                 -----------    ----------------   -----------
CURRENT LIABILITIES:
   Accounts payable               $  318,209     ($   318,209)     $      -
   Accrued liability - other         105,000     (    105,000)            -
   Gas imbalance payable              21,870     (     21,870)            -
   Asset retirement obligation -
      current                         63,380     (     63,380)            -
   Asset retirement obligation -
      held for sale                   31,202     (     31,202)            -
   Liabilities - held for sale        33,812     (     33,812)            -
                                   ---------      -----------       ----------
      Total current
        liabilities               $  573,473     ($   573,473)     $      -

LONG-TERM LIABILITIES:
   Accrued liability              $  157,310     ($   157,310)     $      -
   Asset retirement obligation       362,904     (    362,904)            -
                                   ---------       ----------       ----------
      Total long-term
        liabilities               $  520,214     ($   520,214)     $      -

PARTNER'S CAPITAL (DEFICIT):
   General Partner               ($  263,673)     $ 1,366,215      $ 1,102,542
   Limited Partners, issued
     and outstanding
     418,266 units                 2,748,000        9,589,336       12,337,336
                                   ---------       ----------       ----------
      Total partners'
        capital                   $2,484,327      $10,955,551      $13,439,878
                                   ---------       ----------       ----------
                                  $3,578,014      $ 9,861,864      $13,439,878
                                   =========       ==========       ==========



                                     F-106
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                        Unaudited Pro Forma Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation    Liquidation
                                                 Basis Accounting     Basis
                                  Historical        (Note B)        Pro Forma
                                 -----------    ----------------   -----------

CURRENT ASSETS:
   Cash and cash equivalents      $  697,184     ($   697,184)     $      -
   Accounts receivable:
      Oil and gas sales              452,134     (    452,134)            -
   Assets held for sale              205,453     (    205,453)            -
                                   ---------       ----------       ----------
        Total current assets      $1,354,771     ($ 1,354,771)     $      -

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                  1,381,325     (  1,381,325)            -
DEFERRED CHARGE                       13,909     (     13,909)            -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value           -          12,216,142       12,216,142
                                   ---------       ----------       ----------
                                  $2,750,005      $ 9,466,137      $12,216,142
                                   =========       ==========       ==========




                                     F-107
<PAGE>




                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation    Liquidation
                                                Basis Accounting      Basis
                                  Historical        (Note B)        Pro Forma
                                 -----------    ----------------   -----------
CURRENT LIABILITIES:
   Accounts payable               $  136,660     ($   136,660)     $      -
   Accrued liability - other          90,000     (     90,000)            -
   Gas imbalance payable              18,329     (     18,329)            -
   Asset retirement obligation -
      current                         11,729     (     11,729)            -
   Asset retirement obligation -
      held for sale                   33,931     (     33,931)            -
   Liabilities - held for sale        24,291     (     24,291)            -
                                   ---------      -----------       ----------
      Total current
        liabilities               $  314,940     ($   314,940)     $      -

LONG-TERM LIABILITIES:
   Accrued liability              $   68,572     ($    68,572)     $      -
   Asset retirement obligation       243,724     (    243,724)            -
                                   ---------       ----------       ----------
      Total long-term
        liabilities               $  312,296     ($   312,296)     $      -

PARTNER'S CAPITAL (DEFICIT):
   General Partner               ($  126,790)     $ 1,154,367      $ 1,027,577
   Limited Partners, issued
     and outstanding
     221,484 units                 2,249,559        8,939,006       11,188,565
                                   ---------       ----------       ----------
      Total partners'
        capital                   $2,122,769      $10,093,373      $12,216,142
                                   ---------       ----------       ----------
                                  $2,750,005      $ 9,466,137      $12,216,142
                                   =========       ==========       ==========




                                     F-108
<PAGE>





      NOTE A - Basis of presentation

      The  unaudited  pro forma  balance  sheets  as of  December  31,  2006 are
presented  as if the change in the basis of  accounting  from the going  concern
basis to the  liquidation  basis occurred on December 31, 2006. The  liquidation
basis of  accounting  reports  the net assets of the  partnerships  at their net
realizable value.


      NOTE B - Pro forma adjustments

      Adjustments have been made to reduce all balance sheet categories into one
line, net assets of partnership in liquidation,  which is an estimate of the net
fair value of all partnership assets and liabilities. Cash, accounts receivable,
and  accounts  payable  have all been  valued at their  historical  cost,  which
approximates  fair  value.  Oil and gas  properties  have  been  valued at their
estimated net sales price, which have been estimated  utilizing  discounted cash
flows based on strip  pricing as of  February 5, 2007 at a discount  rate of 10%
for proved developed producing reserves,  18% for proved developed not producing
reserves,  and 20% for proved undeveloped  reserves. An adjustment has been made
to the  discounted  cash  flows  for the  effects  of gas  balancing  and  asset
retirement  obligations.  A provision has also been made to account for expenses
that  will  be  incurred  directly  related  to the  sale  of the  oil  and  gas
properties.  The allocation of the net assets of  Partnerships in liquidation to
the General  Partner  and limited  partners  were  calculated  using the current
allocation of income and expense, which may change.







                                     F-109
<PAGE>




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

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

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

 4.2       Certificate of Limited Partnership dated January 24, 1990 for Geodyne
           Energy  Income  Limited  Partnership  III-A  filed as Exhibit  4.2 to
           Registrant's  Annual Report on Form 10-K for the year ended  December
           31,  2001,  filed  with the SEC on  February  28,  2002 and is hereby
           incorporated by reference.

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

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

 4.5       Second Amendment to Certificate of Limited  Partnership dated July 1,
           1996 for Geodyne  Energy Income  Limited  Partnership  III-A filed as
           Exhibit 4.5 to  Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2001,  filed with the SEC on February 28, 2002 and
           is hereby incorporated by reference.

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

 4.7       Fourth  Amendment to Agreement of Limited  Partnership  dated July 1,
           1996 for Geodyne  Energy Income  Limited  Partnership  III-A filed as
           Exhibit 4.22 to Registrant's  Annual Report on Form 10-K for the year
           ended December



                                     F-110
<PAGE>



           31,  1999,  filed with the SEC on February  25,  2000,  and is hereby
           incorporated by reference.

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

 4.9       Sixth  Amendment to Agreement of Limited  Partnership  dated November
           14, 2001,  for the Geodyne Energy Income  Limited  Partnership  III-A
           filed as Exhibit 4.9 to  Registrant's  Annual Report on Form 10-K for
           the year ended December 31, 2001,  filed with the SEC on February 28,
           2002 and is hereby incorporated by reference.

 4.10      Seventh Amendment to Agreement of Limited  Partnership dated November
           17, 2003,  for the Geodyne Energy Income  Limited  Partnership  III-A
           filed as Exhibit 4.10 to Registrant's  Annual Report on Form 10-K for
           the year ended  December  31,  2003,  filed with the SEC on March 30,
           2004 and is hereby incorporated by reference.

 4.11      Eighth Amendment to Agreement of Limited  Partnership for the Geodyne
           Energy Income Limited Partnership III-A dated October 27, 2005, filed
           as Exhibit 4.11 to  Registrant's  Annual  Report on Form 10-K for the
           year ended  December 31,  2005,  filed with the SEC on March 29, 2006
           and is hereby incorporated by reference.

 4.12      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.

 4.13      Certificate of Limited Partnership dated January 24, 1990 for Geodyne
           Energy  Income  Limited  Partnership  III-B filed as Exhibit  4.11 to
           Registrant's  Annual Report on Form 10-K for the year ended  December
           31,  2001,  filed  with the SEC on  February  28,  2002 and is hereby
           incorporated by reference.

 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-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.



                                     F-111
<PAGE>




 4.15      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.

 4.16      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.

 4.17      Second Amendment to Certificate of Limited  Partnership dated July 1,
           1996 for Geodyne  Energy Income  Limited  Partnership  III-B filed as
           Exhibit 4.15 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2001,  filed with the SEC on February 28, 2002 and
           is hereby incorporated by reference.

 4.18      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.

 4.19      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.

 4.20      Sixth  Amendment to Agreement of Limited  Partnership  dated November
           14, 2001,  for the Geodyne Energy Income  Limited  Partnership  III-B
           filed as Exhibit 4.18 to Registrant's  Annual Report on Form 10-K for
           the year ended December 31, 2001,  filed with the SEC on February 28,
           2002 and is hereby incorporated by reference.

 4.21      Seventh  Amendment to Agreement of Limited  Partnership dated January
           22, 2004,  for the Geodyne Energy Income  Limited  Partnership  III-B
           filed as Exhibit 4.20 to Registrant's  Annual Report on Form 10-K for
           the year ended  December  31,  2003,  filed with the SEC on March 30,
           2004 and is hereby incorporated by reference.

 4.22      Eighth Amendment to Agreement of Limited  Partnership for the Geodyne
           Energy Income Limited  Partnership III-B dated October 27, 2005 filed
           as Exhibit 4.22 to  Registrant's  Annual  Report on Form 10-K for the
           year



                                     F-112
<PAGE>



           ended December 31, 2005,  filed with the SEC on March 29, 2006 and is
           hereby incorporated by reference.

 4.23      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.

 4.24      Certificate  of  Limited  Partnership  dated  February  26,  1990 for
           Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.20
           to  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
           December  31,  2001,  filed with the SEC on February  28, 2002 and is
           hereby incorporated by reference.

 4.25      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.

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

 4.27      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.

 4.28      Second Amendment to Certificate 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, 2001,  filed with the SEC on February 28, 2002 and
           is hereby incorporated by reference.

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



                                     F-113
<PAGE>




 4.30      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.

 4.31      Sixth  Amendment to Agreement of Limited  Partnership  dated November
           14, 2001,  for the 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, 2001,  filed with the SEC on February 28,
           2002 and is hereby incorporated by reference.

 4.32      Seventh  Amendment to Agreement of Limited  Partnership dated January
           22, 2004,  for the Geodyne Energy Income  Limited  Partnership  III-C
           filed as Exhibit 4.30 to Registrant's  Annual Report on Form 10-K for
           the year ended  December  31,  2003,  filed with the SEC on March 30,
           2004 and is hereby incorporated by reference.

 4.33      Eighth Amendment to Agreement of Limited  Partnership for the Geodyne
           Energy Income Limited  Partnership III-C dated October 27, 2005 filed
           as Exhibit 4.33 to  Registrant's  Annual  Report on Form 10-K for the
           year ended  December 31,  2005,  filed with the SEC on March 29, 2006
           and is hereby incorporated by reference.

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

 4.35      Certificate  of  Limited  Partnership  dated  September  5,  1990 for
           Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.29
           to  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
           December  31,  2001,  filed with the SEC on February  28, 2002 and is
           hereby incorporated by reference.

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

 4.37      Second Amendment to Agreement of Limited  Partnership dated August 4,
           1993 for Geodyne  Energy Income  Limited  Partnership  III-D filed as
           Exhibit 4.18 to Registrant's  Annual Report on Form 10-K for the year
           ended December



                                     F-114
<PAGE>



           31,  2000,  filed  with  the SEC on  March  5,  2001,  and is  hereby
           incorporated by reference.

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

 4.39      Second Amendment to Certificate of Limited  Partnership dated July 1,
           1996 for Geodyne  Energy Income  Limited  Partnership  III-D filed as
           Exhibit 4.33 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2001,  filed with the SEC on February 28, 2002 and
           is hereby incorporated by reference.

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

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

 4.42      Sixth Amendment to Agreement of Limited  Partnership dated August 20,
           2002 for the Geodyne Energy Income Limited Partnership III-D filed as
           Exhibit 4.36 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2002, filed with the SEC on March 28, 2003, and is
           hereby incorporated by reference.

 4.43      Seventh  Amendment to Agreement of Limited  Partnership  dated August
           18, 2004 for the Geodyne  Energy  Income  Limited  Partnership  III-D
           filed as Exhibit 4.40 to Registrant's  Annual Report on Form 10-K for
           the year ended  December  31,  2004,  filed with the SEC on March 30,
           2004, and is hereby incorporated by reference.

 4.44      Eighth Amendment to Agreement of Limited  Partnership for the Geodyne
           Energy Income Limited  Partnership III-D dated October 27, 2005 filed
           as Exhibit 4.44 to  Registrant's  Annual  Report on Form 10-K for the
           year ended  December 31,  2005,  filed with the SEC on March 29, 2006
           and is hereby incorporated by reference.

 4.45      Agreement of Limited Partnership dated  December 26, 1990 for Geodyne
           Energy Income Limited Partnership III-



                                     F-115
<PAGE>



           E filed as Exhibit 4.5 to Registrant's Annual Report on Form 10-K for
           the year  ended  December  31,  2000,  filed with the SEC on March 5,
           2001, and is hereby incorporated by reference.

 4.46      Certificate  of  Limited  Partnership  dated  December  26,  1990 for
           Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.37
           to  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
           December  31,  2001,  filed with the SEC on February  28, 2002 and is
           hereby incorporated by reference.

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

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

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

 4.50      Second Amendment to Certificate of Limited  Partnership dated July 1,
           1996 for Geodyne  Energy Income  Limited  Partnership  III-E filed as
           Exhibit 4.41 to Registrant's  Annual Report on Form 10-K for the year
           ended December 31, 2001,  filed with the SEC on February 28, 2002 and
           is hereby incorporated by reference.

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

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



                                     F-116
<PAGE>




 4.53      Sixth  Amendment  to  Agreement  of Limited  Partnership  for Geodyne
           Energy Income Limited Partnership III-E dated November 6, 2002, filed
           as Exhibit 4.1 to Registrant's Quarterly Report on Form 10-Q with the
           SEC on November 14, 2002, and is hereby incorporated by reference.

 4.54      Seventh Amendment to Agreement of Limited Partnership for the Geodyne
           Energy Income Limited  Partnership III-E dated August 18, 2004, filed
           as Exhibit 4.53 to  Registrant's  Annual  Report on Form 10-K for the
           year ended  December 31, 2004,  filed with the SEC on March 30, 2005,
           and is hereby incorporated by reference.

 4.55      Eighth Amendment to Agreement of Limited  Partnership for the Geodyne
           Energy Income Limited  Partnership III-E dated October 27, 2005 filed
           as Exhibit 4.55 to  Registrant's  Annual  Report on Form 10-K for the
           year ended  December 31,  2005,  filed with the SEC on March 29, 2006
           and is hereby incorporated by reference.

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

 4.57      Certificate  of Limited  Partnership  dated March 7, 1991 for Geodyne
           Energy  Income  Limited  Partnership  III-F filed as Exhibit  4.45 to
           Registrant's  Annual Report on Form 10-K for the year ended  December
           31,  2001,  filed  with the SEC on  February  28,  2002 and is hereby
           incorporated by reference.

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

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

 4.60      Second Amendment to Certificate of Limited  Partnership dated July 1,
           1996 for Geodyne  Energy Income  Limited  Partnership  III-F filed as
           Exhibit 4.48 to Registrant's  Annual Report on Form 10-K for the year
           ended December



                                     F-117
<PAGE>



           31,  2001,  filed  with the SEC on  February  28,  2002 and is hereby
           incorporated by reference.

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

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

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

 4.64      Sixth  Amendment to Agreement of Limited  Partnership for the Geodyne
           Energy  Income  Limited  Partnership  III-F dated  February 10, 2003,
           filed as Exhibit 4.53(a) to  Registrant's  Annual Report on Form 10-K
           for the year ended December 31, 2002, filed with the SEC on March 28,
           2003, and is hereby incorporated by reference.

 4.65      Seventh Amendment to Agreement of Limited Partnership for the Geodyne
           Energy Income Limited Partnership III-F dated February 7, 2005, filed
           as Exhibit 4.60 to  Registrant's  Annual  Report on Form 10-K for the
           year ended  December 31, 2004,  filed with the SEC on March 30, 2004,
           and is hereby incorporated by reference.

 4.66      Eighth Amendment to Agreement of Limited  Partnership for the Geodyne
           Energy Income Limited  Partnership III-F dated October 27, 2005 filed
           as Exhibit 4.66 to  Registrant's  Annual  Report on Form 10-K for the
           year ended  December 31,  2005,  filed with the SEC on March 29, 2006
           and is hereby incorporated by reference.

*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.



                                     F-118
<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.

*31.1      Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
           for the Geodyne Energy Income Limited Partnership III-A.

*31.2      Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
           for the Geodyne Energy Income Limited Partnership III-A.

*31.3      Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
           for the Geodyne Energy Income Limited Partnership III-B.

*31.4      Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
           for the Geodyne Energy Income Limited Partnership III-B.

*31.5      Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
           for the Geodyne Energy Income Limited Partnership III-C.

*31.6      Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
           for the Geodyne Energy Income Limited Partnership III-C.

*31.7      Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
           for the Geodyne Energy Income Limited Partnership III-D.

*31.8      Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
           for the Geodyne Energy Income Limited Partnership III-D.

*31.9      Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
           for the Geodyne Energy Income Limited Partnership III-E.

*31.10     Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
           for the Geodyne Energy Income Limited Partnership III-E.

*31.11     Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
           for the Geodyne Energy Income Limited Partnership III-F.



                                     F-119
<PAGE>




*31.12     Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
           for the Geodyne Energy Income Limited Partnership III-F.

*32.1      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to  Section  906 of the  Sarbanes-Oxley  Act of 2002 for the  Geodyne
           Energy Income Limited Partnership III-A.

*32.2      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to  Section  906 of the  Sarbanes-Oxley  Act of 2002 for the  Geodyne
           Energy Income Limited Partnership III-B.

*32.3      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to  Section  906 of the  Sarbanes-Oxley  Act of 2002 for the  Geodyne
           Energy Income Limited Partnership III-C.

*32.4      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to  Section  906 of the  Sarbanes-Oxley  Act of 2002 for the  Geodyne
           Energy Income Limited Partnership III-D.

*32.5      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to  Section  906 of the  Sarbanes-Oxley  Act of 2002 for the  Geodyne
           Energy Income Limited Partnership III-E.

*32.6      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to  Section  906 of the  Sarbanes-Oxley  Act of 2002 for the  Geodyne
           Energy Income Limited Partnership III-F.


      All other Exhibits are omitted as inapplicable.

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




                                     F-120