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, 2005

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.................................14
      ITEM 2.     PROPERTIES................................................15
      ITEM 3.     LEGAL PROCEEDINGS.........................................35
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......36

PART II.....................................................................36
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......36
      ITEM 6.     SELECTED FINANCIAL DATA...................................39
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................46
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................70
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............70
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................70
      ITEM 9A.    CONTROLS AND PROCEDURES...................................70
      ITEM 9B.    OTHER INFORMATION.........................................70

PART III....................................................................70
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...70
      ITEM 11.    EXECUTIVE COMPENSATION....................................72
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................80
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............81
      ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES....................83

PART IV.....................................................................84
      ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES................84

      SIGNATURES............................................................95





                                      -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,  2005,  Samson owned
interests in approximately  18,000 oil and gas wells located in 18 states of the
United States and the countries of Canada and  Venezuela.  At December 31, 2005,
Samson  operated  approximately  5,700 oil and gas wells located in 14 states of
the United States as well as Canada and Venezuela.

      The Partnerships are currently engaged in the business of owning interests
in producing oil and gas properties  located in the  continental  United States.
The Partnerships may also engage to a limited extent in development  drilling on
producing oil and gas  properties as required for the prudent  management of the
Partnerships.



                                      -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,  2006,  Samson  employed  approximately  1,300  persons.  No
employees  are  covered by  collective  bargaining  agreements,  and  management
believes  that  Samson  provides a sound  employee  relations  environment.  For
information  regarding the executive officers of the General Partner,  see "Item
10. Directors and Executive Officers of the General Partner."

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

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements") the Partnerships were scheduled to terminate on
the dates  indicated in the "Initial  Termination  Date" column of the following
chart. However, the Partnership  Agreements provide that the General Partner may
extend the term of each Partnership for up to five periods of two years each. As
of the date of this Annual  Report on Form 10-K ("Annual  Report"),  the General
Partner  has  extended  the term of the  Partnerships  for the fourth  extension
period.  Therefore, the Partnerships are currently scheduled to terminate on the
dates indicated in the "Current Termination Date" column of the following chart.

                        Initial              Extensions        Current
   Partnership      Termination Date         Exercised     Termination Date
   -----------      ------------------       ---------     -----------------
      III-A         November 22, 1999             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

      The General Partner has not determined  whether it will further extend the
term of any Partnership.


      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.  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 of pipelines for transportation;
      *  Domestic  and foreign  government  regulations  and taxes;  and
      *  Market expectations.

      It is not  possible to predict the future  direction of oil or natural gas
prices or whether the above  discussed  trends  will  remain.  Operating  costs,
including General and Administrative



                                      -6-
<PAGE>



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.


      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 2005:

      Partnership             Purchaser                     Percentage
      -----------       ------------------------            ----------
         III-A          ConocoPhillips Company
                          ("ConocoPhillips")                    29.7%
                        Gulfterra Central Point
                         Allocation ("Gulfterra")               23.2%

         III-B          ConocoPhillips                          37.6%
                        Gulfterra                               20.8%

         III-C          ONEOK Texas Energy Resources
                          ("ONEOK")                             19.1%
                        Duke Energy Field Services,
                          Inc.("Duke")                          16.9%
                        Cinergy Marketing Company
                          ("Cinergy")                           10.4%
                        Enogex Services Corporation             10.3%

         III-D          ONEOK                                   28.3%
                        Cinergy                                 14.9%
                        Duke                                    13.8%

         III-E          Duke                                    18.2%
                        Red Desert Central Point
                          Allocation ("Red Desert")             17.5%
                        Sempra Energy Trading Corp.
                          ("Sempra")                            16.2%
                        Hunt Crude Oil Supply Company           13.9%

         III-F          Red Desert                              21.9%
                        Sempra                                  20.4%
                        Eaglwing Trading, Inc.                  17.0%
                        Duke                                    14.1%


      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



                                      -7-
<PAGE>



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 or use gas at current levels. Accordingly, such regulations
may have a material  effect on the  Partnerships'  operations and projections of
future oil and gas production and revenues.

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

      Regulation of the Environment -- The Partnerships'  operations are subject
to numerous laws and  regulations  governing the discharge of materials into the
environment or otherwise relating to environmental  protection.  Compliance with
such  laws  and  regulations,   together  with  any  penalties   resulting  from
noncompliance, may increase the cost of the Partnerships'



                                      -8-
<PAGE>



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.

      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. 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:

         *  political instability or armed conflict in oil-producing regions;
         *  weather conditions;
         *  the supply of domestic and foreign oil and natural gas;



                                      -9-
<PAGE>



         *  the ability of members of OPEC to agree upon and maintain prices and
            production levels;
         *  the level of consumer demand and overall economic activity;
         *  worldwide economic demand;
         *  the price and availability of alternative fuels;
         *  domestic and foreign governmental regulations and taxes;
         *  the proximity to and capacity of transportation facilities; and
         *  the effect of worldwide energy conservation measures.

      Government  regulations,  such as regulation of natural gas transportation
and price controls,  can affect product prices in the long term.  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."

      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.



                                      -10-
<PAGE>



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 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".

      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.



                                      -11-
<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 the Units. You may
only sell your Units via (i) the General Partner's annual Repurchase Offer; (ii)
transfers  facilitated  by secondary  trading firms and matching  services;  and
(iii)  occasional  "4.9% tender offers" which are made for the Units.  Secondary
market   activity   for  the  Units  has  been  limited  and  varies  among  the
Partnerships.  See  "Item 5 - Market  for  Units  and  Related  Limited  Partner
Matters".

      Limited Life
      ------------

      The  Partnerships  are  currently  scheduled  to terminate on December 31,
2007.  Even  if  the  General   Partner   exercises  its  right  to  extend  the
Partnerships'  terms for one additional  two-year period,  the Partnerships will
terminate no later than December 31, 2009. Upon  termination  the  Partnerships'
assets will be sold.  There is no assurance  that the market for the sale of the
Partnerships' assets will be favorable at such time.



                                      -12-
<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,  the  determination  of the
Partnerships'  Repurchase  Prices,  and the determination of whether to continue
the



                                      -13-
<PAGE>



Partnerships  past their  scheduled  termination  date of December 31, 2007. See
"Item 13 - Certain Relationships and Related Transactions".

      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.




                                      -14-
<PAGE>




ITEM 2.     PROPERTIES

      Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 2005.

                              Well Statistics(1)
                            As of December 31, 2005

              Number of Gross Wells(2)            Number of Net Wells(3)
             --------------------------          ---------------------------
 P/ship       Total       Oil       Gas           Total       Oil     Gas
--------      -----       ---       ---           ------     -----    -----
 III-A         215         54       161            13.16      2.99    10.17
 III-B         185         45       140             8.27      3.63     4.64
 III-C         221         42       179            23.58      6.61    16.97
 III-D         128         45        83            12.84      5.20     7.64
 III-E         153         12       141            22.70      1.98    20.72
 III-F         375        270       105            16.24      6.45     9.79
----------

(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,  2005,  the  Partnerships  directly or
indirectly participated in the drilling activities described below.





                                      -15-
<PAGE>


<TABLE>
<CAPTION>


 III-A Partnership
 -----------------
                                                         Working     Revenue
 Well Name                         County          St.   Interest    Interest    Type     Status
 ---------                         -------         ---   --------    --------    ----     ------
 <S>                               <C>             <C>      <C>      <C>         <C>      <C>
 Alamo #22-16                      San Juan        NM       -        0.0050      Gas      Producing
 Alamo #22-8                       San Juan        NM       -        0.0050      N/A      In Progress
 Cain Federal #3                   San Juan        NM       -        0.0014      Gas      Producing
 Clark, N. H. #18                  Webb            TX       -        0.0075      Gas      Producing
 Hoyt #1B - Dakota                 Rio Arriba      NM       -        0.0002      Gas      Producing
 Hoyt #1B (Mesa Verde)             Rio Arriba      NM       -        0.0005      Gas      Producing
 Hoyt #2B                          Rio Arriba      NM       -        0.0002      Gas      Producing
 Tafoya #1C                        San Juan        NM       -        0.0030      Gas      Producing
 Tafoya #1R                        San Juan        NM       -        0.0030      Gas      Producing
 Tribal #5-1                       Rio Arriba      NM       -        0.0005      N/A      Shut-In
 Tribal #5-7                       Rio Arriba      NM       -        0.0005      N/A      Shut-In
 Tribal #5-9                       Rio Arriba      NM       -        0.0005      N/A      Shut-In
</TABLE>
<TABLE>
<CAPTION>


 III-B Partnership
 -----------------
                                                         Working     Revenue
 Well Name                         County          St.   Interest    Interest    Type     Status
 ---------                         -------         ---   --------    --------    ----     ------
 <S>                               <c>             <c>      <c>      <c>         <c>      <c>
 Alamo #22-16                      San Juan        NM       -        0.0021      Gas      Producing
 Alamo #22-8                       San Juan        NM       -        0.0021      N/A      In Progress
 Cain Federal #3                   San Juan        NM       -        0.0006      Gas      Producing
 Clark, N. H. #18                  Webb            TX       -        0.0035      Gas      producing
 Hoyt #1B - Dakota                 Rio Arriba      NM       -        0.0001      Gas      Producing
 Hoyt #1B (Mesa Verde)             Rio Arriba      NM       -        0.0002      Gas      Producing
 Hoyt #2B                          Rio Arriba      NM       -        0.0001      Gas      Producing
 Tafoya #1C                        San Juan        NM       -        0.0013      Gas      Producing
 Tafoya #1R                        San Juan        NM       -        0.0013      Gas      Producing
 Tribal #5-1                       Rio Arriba      NM       -        0.0002      N/A      Shut-In
 Tribal #5-7                       Rio Arriba      NM       -        0.0002      N/A      Shut-In
 Tribal #5-9                       Rio Arriba      NM       -        0.0002      N/A      Shut-In
</TABLE>




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



 III-C Partnership
 -----------------
                                                         Working     Revenue
 Well Name                         County          St.   Interest    Interest    Type     Status
 ---------                         -------         ---   --------    --------    ----     ------
 <S>                               <C>             <C>   <C>         <C>         <C>      <C>
 Alamo #22-16                      San Juan        NM       -        0.0009      Gas      Producing
 Alamo #22-8                       San Juan        NM       -        0.0009      N/A      In Progress
 Beaver Mountain #2                Haskell         OK    0.0048      0.0048      N/A      Dry Hole
 Big Kick #1                       Lea             NM       -        0.0014      Oil      Producing
 Cain Federal #3                   San Juan        NM       -        0.0004      Gas      Producing
 Cason #1 Re-Entry                 Haskell         OK       -        0.0001      N/A      Shut-In
 Cheyenne 29 #2                    Roger Mills     OK       -        0.0001      Gas      Producing
 Cheyenne 29 #3                    Roger Mills     OK       -        0.0001      Gas      Producing
 Cheyenne 29 #4                    Roger Mills     OK       -        0.0001      Gas      Producing
 Clark, N. H. #18                  Webb            TX       -        0.0015      Gas      Producing
 Davis Garry #24                   Kay             OK       -        0.0008      Gas      Producing
 Davis Garry 19                    Kay             OK       -        0.0008      Oil      Producing
 Davis, James #1                   Noble           OK       -        0.0001      Oil      Shut-In
 Defender #3-24                    Stephens        OK       -        0.0007      Gas      Producing
 Delaware 28 #2                    Roger Mills     OK       -        0.0001      Gas      Producing
 Delaware 28 #3                    Roger Mills     OK       -        0.0001      Gas      Producing
 Delaware 28 #4                    Roger Mills     OK       -        0.0001      Gas      Producing
 Delaware 28 #5                    Roger Mills     OK       -        0.0001      Gas      Producing
 Freeport #2-32                    Hughes          OK    0.0117      0.0117      N/A      Shut-In
 Fresca #2-24                      Roger Mills     OK       -        0.0049      Gas      Producing
 GBP #2-4H                         LeFlore         OK    0.0015      0.0015      Gas      Producing
 George #6-20                      Washita         OK       -        0.0019      Gas      Producing
 Guinn #2-5                        Coal            OK       -        0.0051      N/A      Dry Hole
 Haggard #7-20                     Washita         OK       -        0.0019      Gas      Producing
 Hefley #10-48                     Wheeler         TX       -        0.0193      Gas      Producing
 Hefley #12-47                     Wheeler         TX       -        0.0160      Gas      Producing
 Hefley #12-48                     Wheeler         TX       -        0.0193      Gas      Producing
 Hefley #3-48                      Wheeler         TX       -        0.0193      Gas      Producing
 Hefley #5-48                      Wheeler         TX       -        0.0193      Gas      Producing
 Helton #2-60                      Wheeler         TX       -        0.0048      Gas      Producing
 Helton #3-60                      Wheeler         TX       -        0.0048      Gas      Producing
 Helton #4-60                      Wheeler         TX       -        0.0048      Gas      Producing
 Higgins #2-10                     Roger Mills     OK       -        0.0008      Gas      Producing
 Higgins #3-10                     Roger Mills     OK       -        0.0010      Gas      Producing



                                      -17-
<PAGE>



 Hinkle #3-28                      Washita         OK       -        0.0042      Gas      Producing
 Hinz L J #1-6                     Washita         OK       -        0.0013      Gas      Producing
 Hix #1-1                          Custer          OK       -        0.0001      Gas      Producing
 Hoyt #1B - Dakota                 Rio Arriba      NM       -        0.0000      Gas      Producing
 Hoyt #1B (Mesa Verde)             Rio Arriba      NM       -        0.0001      Gas      Producing
 Hoyt #2B                          Rio Arriba      NM       -        0.0000      Gas      Producing
 McEntire #1-11                    Atoka           OK    0.0008      0.0008      N/A      In Progress
 Millie #2-36                      Le Flore        OK       -        0.0014      Gas      Producing
 Murphy A #1                       Harper          OK       -        0.0096      Gas      Producing
 Poe #1-29                         Hughes          OK       -        0.0009      Gas      Producing
 Prater #2                         Hemphill        TX    0.0115      0.0099      Gas      Producing
 Prater #3-10                      Hemphill        TX       -        0.0027      Gas      Producing
 Prater #4-10                      Hemphill        TX       -        0.0027      Gas      Producing
 Sophia #18-50                     Wheeler         TX       -        0.0031      Gas      Producing
 Tafoya #1C                        San Juan        NM       -        0.0005      Gas      Producing
 Tafoya #1R                        San Juan        NM       -        0.0005      Gas      Producing
 Tribal #5-1                       Rio Arriba      NM       -        0.0001      N/A      Shut-In
 Tribal #5-7                       Rio Arriba      NM       -        0.0001      N/A      Shut-In
 Tribal #5-9                       Rio Arriba      NM       -        0.0001      N/A      Shut-In
 Verner W L #4-11                  Pittsburg       OK       -        0.0037      N/A      In Progress
 Williams #1-18H                   Hughes          OK       -        0.0039      Gas      Producing

</TABLE>
<TABLE>
<CAPTION>

 III-D Partnership
 -----------------
                                                         Working     Revenue
 Well Name                         County          St.   Interest    Interest    Type     Status
 ---------                         -------         ---   --------    --------    ----     ------
 <S>                               <C>             <C>   <C>         <C>         <C>      <C>
 Beaver Mountain #2                Haskell         OK    0.0007      0.0007      N/A      Dry Hole
 Big Kick #1                       Lea             NM       -        0.0002      Oil      Producing
 Cason #1 Re-Entry                 Haskell         OK       -        0.0000      N/A      Shut-In
 Cheyenne 29 #2                    Roger Mills     OK       -        0.0000      Gas      Producing
 Cheyenne 29 #3                    Roger Mills     OK       -        0.0000      Gas      Producing
 Cheyenne 29 #4                    Roger Mills     OK       -        0.0000      Gas      Producing
 Davis Garry #24                   Kay             OK       -        0.0001      Gas      Producing
 Davis Garry 19                    Kay             OK       -        0.0001      Oil      Producing
 Davis, James #1                   Noble           OK       -        0.0000      Oil      Shut-In
 Defender #3-24                    Stephens        OK       -        0.0001      Gas      Producing
 Delaware 28 #2                    Roger Mills     OK       -        0.0000      Gas      Producing



                                      -18-
<PAGE>




 Delaware 28 #3                    Roger Mills     OK       -        0.0000      Gas      Producing
 Delaware 28 #4                    Roger Mills     OK       -        0.0000      Gas      Producing
 Delaware 28 #5                    Roger Mills     OK       -        0.0000      Gas      Producing
 Freeport #2-32                    Hughes          OK    0.0017      0.0017      N/A      Shut-In
 Fresca #2-24                      Roger Mills     OK       -        0.0007      Gas      Producing
 GBP #2-4H                         Le Flore        OK    0.0002      0.0002      Gas      Producing
 George #6-20                      Washita         OK       -        0.0003      Gas      Producing
 Guinn #2-5                        Coal            OK       -        0.0007      N/A      Dry Hole
 Haggard #7-20                     Washita         OK       -        0.0003      Gas      Producing
 Hefley #10-48                     Wheeler         TX       -        0.0161      Gas      Producing
 Hefley #12-47                     Wheeler         TX       -        0.0134      Gas      Producing
 Hefley #12-48                     Wheeler         TX       -        0.0161      Gas      Producing
 Hefley #3-48                      Wheeler         TX       -        0.0161      Gas      Producing
 Hefley #5-48                      Wheeler         TX       -        0.0161      Gas      Producing
 Helton #2-60                      Wheeler         TX       -        0.0040      Gas      Producing
 Helton #3-60                      Wheeler         TX       -        0.0040      Gas      Producing
 Helton #4-60                      Wheeler         TX       -        0.0040      Gas      Producing
 Higgins #2-10                     Roger Mills     OK       -        0.0001      Gas      Producing
 Higgins #3-10                     Roger Mills     OK       -        0.0002      Gas      Producing
 Hinkle #3-28                      Washita         OK       -        0.0006      Gas      Producing
 Hinz L J #1-6                     Washita         OK       -        0.0002      Gas      Producing
 Hix #1-1                          Custer          OK       -        0.0000      Gas      Producing
 McEntire #1-11                    Atoka           OK    0.0001      0.0001      N/A      In Progress
 Millie #2-36                      Le Flore        OK       -        0.0002      Gas      Producing
 Murphy A #1                       Harper          OK       -        0.0014      Gas      Producing
 Poe #1-29                         Hughes          OK       -        0.0001      Gas      Producing
 Prater #2                         Hemphill        TX    0.0096      0.0083      Gas      Producing
 Prater #3-10                      Hemphill        TX       -        0.0022      Gas      Producing
 Prater #4-10                      Hemphill        TX       -        0.0022      Gas      Producing
 Sophia #18-50                     Wheeler         TX       -        0.0026      Gas      Producing
 Turner Land & Timber
   CO #13-10                       Clarke          AL       -        0.0001      Oil      Producing
 Verner W L #4-11                  Pittsburg       OK       -        0.0005      N/A      In Progress
 Williams #1-18H                   Hughes          OK       -        0.0006      Gas      Producing

</TABLE>


                                      -19-
<PAGE>
<TABLE>

<CAPTION>


 III-E Partnership
 -----------------
                                                         Working     Revenue
 Well Name                         County          St.   Interest    Interest    Type     Status
 ---------                         -------         ---   --------    --------    ----     ------
 <S>                               <C>             <C>     <C>       <C>         <C>      <C>
 Bighorn #1                        Sweetwater      WY      (1)         (1)       N/A      Shut-In
 Federal 5175-22-11WA              Campbell        WY       -        0.0124      N/A      Shut-In
 Federal 5175-25-33WA              Campbell        WY       -        0.0086      N/A      Shut-In
 Federal 5175-27-13CO              Campbell        WY       -        0.0086      N/A      Shut-In
 Federal 5175-27-13WA              Campbell        WY       -        0.0086      N/A      Shut-In
 Federal 5175-27-21WA              Campbell        WY       -        0.0086      N/A      Shut-In
 Federal 5175-27-33WA              Campbell        WY       -        0.0086      N/A      Shut-In
 Federal 5175-34-13WA              Campbell        WY       -        0.0086      N/A      Shut-In
 Federal 5175-34-21WA              Campbell        WY       -        0.0086      N/A      In Progress
 Federal 5175-34-31WA              Campbell        WY       -        0.0086      N/A      Shut-In
 Federal 5175-34-43CO              Campbell        WY       -        0.0086      N/A      Shut-In
 Federal 5175-34-43WA              Campbell        WY       -        0.0086      N/A      Shut-In
 Federal 5175-35-21CO              Campbell        WY       -        0.0086      N/A      Shut-In
 Federal 5175-35-21WA              Campbell        WY       -        0.0086      N/A      Shut-In
 Federal 5175-35-41CO              Campbell        WY       -        0.0086      N/A      Shut-In
 Federal 5175-35-41WA              Campbell        WY       -        0.0086      N/A      Shut-In
 Floyd Fed 5175-22-31WA            Campbell        WY       -        0.0124      N/A      Shut-In
 Floyd Fed 5175-23-21WA            Campbell        WY       -        0.0124      N/A      Shut-In
 Floyd Fed 5175-23-23WA            Campbell        WY       -        0.0124      N/A      Shut-In
 Floyd Fed 5175-23-31WA            Campbell        WY       -        0.0124      N/A      Shut-In
 Floyd Fed 5175-23-41WA            Campbell        WY       -        0.0124      N/A      Shut-In
 Floyd Fed 5175-23-43WA            Campbell        WY       -        0.0124      N/A      Shut-In
 Floyd Fed 5175-24-13WA            Campbell        WY       -        0.0124      N/A      Shut-In
 Floyd Fed 5175-24-31WA            Campbell        WY       -        0.0124      N/A      Shut-In
 Hay Reservoir Unit #88            Sweetwater      WY       -        0.0026      Gas      Producing
 Hayden 5175-26-23CA               Campbell        WY       -        0.0086      N/A      Shut-In
 Hayden 5175-26-23CO               Campbell        WY       -        0.0086      N/A      Shut-In
 Hayden 5175-26-23WA               Campbell        WY       -        0.0016      N/A      Shut-In
 Hayden 5175-26-31CO               Campbell        WY       -        0.0087      N/A      Shut-In
 Hayden 5175-26-31WA               Campbell        WY       -        0.0029      N/A      Shut-In
 Hayden 5175-27-11CO               Campbell        WY       -        0.0086      N/A      Shut-In
 Hayden 5175-27-41CO               Campbell        WY       -        0.0086      N/A      Shut-In



                                      -20-
<PAGE>



 Hayden Fed 5175-26-33CO           Campbell        WY       -        0.0086      N/A      Shut-In
 Hayden Fed 5175-34-23WA           Campbell        WY       -        0.0086      N/A      Shut-In
 Hayden Fed 5175-34-33WA           Campbell        WY       -        0.0086      N/A      Shut-In
 Hayden Federal 5175-26-13WA       Campbell        WY       -        0.0086      N/A      Shut-In
 Hayden Federal 5175-26-33WA       Campbell        WY       -        0.0086      N/A      Shut-In
 Hayden Federal 5175-26-43WA       Campbell        WY       -        0.0086      N/A      Shut-In
 Hayden Federal 5175-27-23WA       Campbell        WY       -        0.0086      N/A      In Progress
 Henry 26 #2                       Eddy            NM       -        0.0001      Gas      Producing
 Mooney Fed 5175-24-23WA           Campbell        WY       -        0.0124      N/A      Dry Hole
 Pronghorn #1                      Sweetwater      WY      (2)         (2)       N/A      Shut-In
 Trail Unit #20                    Sweetwater      WY       -        0.0121      Gas      Producing
 Trail Unit #21                    Sweetwater      WY       -        0.0121      Gas      Producing
 Turner Land & Timber
   Co #13-10                       Clarke          AL       -        0.0010      Oil      Producing
 Yonkee 5175-25-13CO               Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee 5175-25-13WA               Campbell        WY       -        0.0058      N/A      Shut-In
 Yonkee 5175-25-23CO               Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee 5175-25-31CO               Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee 5175-26-41CO               Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee 5175-26-41WA               Campbell        WY       -        0.0038      N/A      Shut-In
 Yonkee 5175-35-13CO               Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee 5175-35-13WA               Campbell        WY       -        0.0038      N/A      Shut-In
 Yonkee 5175-35-23CO               Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee 5175-35-23WA               Campbell        WY       -        0.0038      N/A      Shut-In
 Yonkee 5175-35-31CO               Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee 5175-35-31WA               Campbell        WY       -        0.0025      N/A      Shut-In
 Yonkee Fed 5175-26-11CO           Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee Fed 5175-26-11WA           Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee Fed 5175-26-21CO           Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee Fed 5175-26-21WA           Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee Fed 5175-34-11CO           Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee Fed 5175-34-11WA           Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee Fed 5175-34-41WA           Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee Fed 5175-35-33WA           Campbell        WY       -        0.0086      N/A      Shut-In
 Yonkee Fed 5175-35-43CO           Campbell        WY       -        0.0086      N/A      In Progress
 Yonkee Fed 5175-35-43WA           Campbell        WY       -        0.0086      N/A      Shut-In


</TABLE>

                                      -21-
<PAGE>
<TABLE>
<CAPTION>




 III-F Partnership
 -----------------
                                                         Working     Revenues
 Well Name                         County          St.   Interest    Interest    Type     Status
 ---------                         -------         ---   --------    --------    ----     ------
 <S>                               <C>             <C>     <C>       <C>         <C>      <C>
 Bighorn #1                        Sweetwater      WY      (1)         (1)       N/A      Shut-In
 Hay Reservoir Unit #88            Sweetwater      WY       -        0.0022      Gas      Producing
 Henry 26 #2                       Eddy            NM       -        0.0001      Gas      Producing
 Pronghorn #1                      Sweetwater      WY      (2)         (2)       N/A      Shut-In
 Trail Unit #20                    Sweetwater      WY       -        0.0101      Gas      Producing
 Trail Unit #21                    Sweetwater      WY       -        0.0101      Gas      Producing

 ---------------------
</TABLE>

(1) The III-E and III-F Partnerships  elected to not participate in the drilling
of the  Bighorn  #1 well  located in  Sweetwater  County,  Wyoming.  If the well
reaches payout under the terms of its operating  agreement,  the III-E and III-F
Partnerships will have the following interests in the well:

                                          Working     Revenue
                          Partnership     Interest    Interest
                          -----------     --------    --------

                          III-E              -        0.0266
                          III-F              -        0.0223

(2) The III-E and III-F Partnerships  elected to not participate in the drilling
of the  Pronghorn #1 well located in  Sweetwater  County,  Wyoming.  If the well
reaches payout under the terms of its operating  agreement,  the III-E and III-F
Partnerships will have the following interests in the well:

                                          Working     Revenue
                          Partnership     Interest    Interest
                          -----------     --------    --------

                          III-E              -        0.0266
                          III-F              -        0.0223




                                      -22-
<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]


                                      -23-
<PAGE>




                              Net Production Data

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

                                           Year Ended December 31,
                                    -------------------------------------
                                       2005          2004        2003
                                    ----------    ----------  ----------
Production:
   Oil (Bbls)                           33,008        37,123      45,080
   Gas (Mcf)                           388,410       460,303     516,905

Oil and gas sales:
   Oil                              $1,790,871    $1,481,826  $1,336,984
   Gas                               2,955,097     2,656,074   2,702,323
                                     ---------     ---------   ---------
      Total                         $4,745,968    $4,137,900  $4,039,307
                                     =========     =========   =========
Total direct operating
  expenses                          $1,116,240    $  834,758  $  836,517
                                     =========     =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         23.5%         20.2%       20.7%

Average sales price:
   Per barrel of oil                    $54.26        $39.92      $29.66
   Per Mcf of gas                         7.61          5.77        5.23

Direct operating expenses
   per equivalent Bbl of
   oil                                  $11.42        $ 7.33      $ 6.37




                                      -24-
<PAGE>




                              Net Production Data

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

                                        Year Ended December 31,
                                    -----------------------------------
                                       2005          2004        2003
                                    ----------    ----------  ----------
Production:
   Oil (Bbls)                           22,648        25,395      31,275
   Gas (Mcf)                           165,378       190,781     243,753

Oil and gas sales:
   Oil                              $1,232,871    $1,013,900  $  931,510
   Gas                               1,255,326     1,116,553   1,276,052
                                     ---------     ---------   ---------
      Total                         $2,488,197    $2,130,453  $2,207,562
                                     =========     =========   =========
Total direct operating
   expenses                         $  654,278    $  486,490  $  509,231
                                     =========     =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         26.3%         22.8%       23.1%

Average sales price:
   Per barrel of oil                    $54.44        $39.93      $29.78
   Per Mcf of gas                         7.59          5.85        5.24

Direct operating expenses
   per equivalent Bbl of
   oil                                  $13.03        $ 8.51      $ 7.08




                                      -25-
<PAGE>




                              Net Production Data

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

                                        Year Ended December 31,
                                    ------------------------------------
                                       2005          2004        2003
                                    ----------    ----------  ----------
Production:
   Oil (Bbls)                            9,614         9,551      13,872
   Gas (Mcf)                           514,302       548,555     668,059

Oil and gas sales:
   Oil                              $  517,387    $  371,357  $  416,104
   Gas                               3,717,422     2,963,161   3,185,294
                                     ---------     ---------   ---------
      Total                         $4,234,809    $3,334,518  $3,601,398
                                     =========     =========   =========
Total direct operating
   expenses                         $  964,443    $  859,862  $  868,275
                                     =========     =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         22.8%         25.8%       24.1%

Average sales price:
   Per barrel of oil                    $53.82        $38.88      $30.00
   Per Mcf of gas                         7.23          5.40        4.77

Direct operating expenses
   per equivalent Bbl of
   oil                                  $10.12        $ 8.52      $ 6.93




                                      -26-
<PAGE>




                              Net Production Data

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

                                          Year Ended December 31,
                                    ------------------------------------
                                       2005          2004       2003(1)
                                    ----------    ----------  ----------
Production:
   Oil (Bbls)                            8,611         8,411      12,909
   Gas (Mcf)                           288,655       293,250     376,825

Oil and gas sales:
   Oil                              $  455,313    $  318,494  $  365,101
   Gas                               2,013,465     1,576,403   1,749,495
                                     ---------     ---------   ---------
      Total                         $2,468,778    $1,894,897  $2,114,596
                                     =========     =========   =========
Total direct operating
   expenses                         $  596,204    $  494,353  $  528,430
                                     =========     =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         24.1%         26.1%       25.0%

Average sales price:
   Per barrel of oil                    $52.88        $37.87      $28.28
   Per Mcf of gas                         6.98          5.38        4.64

Direct operating expenses
   per equivalent Bbl of
   oil                                  $10.51        $ 8.63      $ 6.98

----------
(1)   These  amounts  have been  restated  to reflect  the sale of the Jay Field
      during  2004 as a  discontinued  operation.  See Part II,  Item 7 for more
      information about this discontinued operation.



                                      -27-
<PAGE>




                              Net Production Data

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

                                           Year Ended December 31,
                                   --------------------------------------
                                      2005           2004        2003(1)
                                   ----------     ----------   ----------
Production:
   Oil (Bbls)                          23,561         22,653       32,768
   Gas (Mcf)                          678,857        720,487      779,623

Oil and gas sales:
   Oil                             $1,189,780     $  834,883   $  882,702
   Gas                              4,837,523      3,798,830    3,589,841
                                    ---------      ---------    ---------
      Total                        $6,027,303     $4,633,713   $4,472,543
                                    =========      =========    =========
Total direct operating
   expenses                        $1,518,796     $1,359,631   $1,325,795
                                    =========      =========    =========
Direct operating expenses
   as a percentage of oil
   and gas sales                        25.2%          29.3%        29.6%

Average sales price:
   Per barrel of oil                   $50.50         $36.86       $26.94
   Per Mcf of gas                        7.13           5.27         4.60

Direct operating expenses
   per equivalent Bbl of
   oil                                 $11.11         $ 9.53       $ 8.15

----------
(1)   These  amounts  have been  restated  to reflect  the sale of the Jay Field
      during  2004 as a  discontinued  operation.  See Part II,  Item 7 for more
      information about this discontinued operation.



                                      -28-
<PAGE>



                               Net Production Data

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

                                        Year Ended December 31,
                                    -----------------------------------
                                       2005         2004        2003
                                    ----------   ----------  ----------
Production:
   Oil (Bbls)                           18,967       20,252      20,685
   Gas (Mcf)                           382,034      408,746     412,842

Oil and gas sales:
   Oil                              $1,077,763   $  794,329  $  598,509
   Gas                               2,790,192    2,147,403   1,881,269
                                     ---------    ---------   ---------
      Total                         $3,867,955   $2,941,732  $2,479,778
                                     =========    =========   =========
Total direct operating
   expenses                         $  837,697   $  726,687  $  754,502
                                     =========    =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         21.7%        24.7%       30.4%

Average sales price:
   Per barrel of oil                    $56.82       $39.22      $28.93
   Per Mcf of gas                         7.30         5.25        4.56

Direct operating expenses
   per equivalent Bbl of
   oil                                  $10.14       $ 8.22      $ 8.43


      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,  2005.  The
schedule  of  quantities  of proved oil and gas  reserves  was  prepared  by the
General  Partner in accordance  with the rules  prescribed by the Securities and
Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by
Ryder Scott Company,  L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report,  "proved  reserves" refers to those
estimated  quantities of crude oil, gas, and gas liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years from known oil and gas  reservoirs  under  existing  economic  and
operating conditions.

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



                                      -29-
<PAGE>



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,  2005.   Such  prices  were  not   escalated   except  in  certain
circumstances   where  escalations  were  fixed  and  readily   determinable  in
accordance with applicable contract  provisions.  Oil and gas prices at December
31, 2005 ($61.06 per barrel and $10.08 per Mcf, respectively) were substantially
higher  than the prices in effect on December  31,  2004  ($43.36 per barrel and
$6.02 per Mcf, respectively). This increase in oil and gas prices has caused the
estimates of remaining economically  recoverable reserves, as well as the values
placed on said  reserves,  at December 31, 2005 to be higher than such estimates
and values at December 31, 2004. The prices used in calculating  the net present
value  attributable  to the  Partnerships'  proved  reserves do not  necessarily
reflect  market  prices for oil and gas  production  subsequent  to December 31,
2005.  In fact,  as of the date of this Annual  Report,  natural gas prices have
declined  significantly  from the  December  31,  2005  price.  There  can be no
assurance  that the prices  used in  calculating  the net  present  value of the
Partnerships' proved reserves at December 31, 2005 will actually be realized for
such production.

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

                              Proved Reserves and
                               Net Present Values
                             From Proved Reserves

                          As of December 31, 2005(1)

   III-A Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            3,483,848
         Oil and liquids (Bbls)                                  96,735

      Net present value (discounted at
         10% per annum)                                     $18,172,686



                                      -30-
<PAGE>



   III-B Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            1,408,960
         Oil and liquids (Bbls)                                  60,591

      Net present value (discounted at
         10% per annum)                                     $ 8,094,147


   III-C Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            4,704,441
         Oil and liquids (Bbls)                                  89,290

      Net present value (discounted at
         10% per annum)                                     $19,743,674


   III-D Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            2,407,268
         Oil and liquids (Bbls)                                  83,877

      Net present value (discounted at
         10% per annum)                                     $10,571,683


   III-E Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            5,309,709
         Oil and liquids (Bbls)                                 150,195

      Net present value (discounted at
         10% per annum)                                     $25,351,236


   III-F Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            3,504,393
         Oil and liquids (Bbls)                                 337,230

      Net present value (discounted at
         10% per annum)                                     $20,515,797

----------
(1)   Includes certain gas balancing adjustments which cause the gas volumes and
      net present values to differ from the reserve



                                      -31-
<PAGE>



      reports  which  were prepared by the General Partner and reviewed by Ryder
      Scott.

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


      Significant Properties

      The   following   table  sets  forth  the  number  and   percent  of  each
Partnership's  total wells which are operated by affiliates of the  Partnerships
as of December 31, 2005:

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

                      III-A           21                7%
                      III-B            3                1%
                      III-C          131               23%
                      III-D          127               31%
                      III-E           44               15%
                      III-F           26                6%


      The following tables set forth certain well and reserve  information as of
December 31, 2005 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, while
the Mid-Gulf Coast Basin covers Mississippi and southern Alabama. 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.



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



                                     Significant Properties as of December 31, 2005
                                     ----------------------------------------------

                                                                   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            82      6.43         52       134        4      3%     75,472     1,276,196     $8,471,903
     Anadarko              38      2.30         22        60       17     28%      5,190     1,548,706      6,803,700

III-B Partnership:
     Gulf Coast            78      3.53         52       130        -      -      49,137       616,571     $4,609,968
     Anadarko              43      2.58         13        56        3      5%      5,779       470,802      2,086,503

III-C Partnership:
     Anadarko              59      6.42        100       159       35     22%     11,762     2,370,054     $9,632,114
     Southern Okla.
       Folded Belt         45      8.58         17        62       24     39%     51,977     1,403,509      6,604,595
     Permian               28      7.41         22        50       42     84%     24,290       605,304      1,930,740

III-D Partnership:
     Anadarko              37      3.58        100       137       35     26%      3,166     1,774,265     $7,128,097
     Permian               28      6.20         22        50       42     84%     20,185       490,068      1,530,302
     Southern Okla.
       Folded Belt         38      2.83         15        53       20     38%     46,768       155,223      1,486,217

---------------------
(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>



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



                                     Significant Properties as of December 31, 2005
                                     ----------------------------------------------

                                                                   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         28        84         -      -       18,793    2,396,374    $10,604,510
     Anadarko              21      5.05          4        25        18     72%      12,315    1,010,774      3,906,790
     Gulf Coast            34      3.59          7        41         3      7%       8,768      682,582      3,750,090
     Mid-Gulf Coast        11      1.52          2        13         -      -       97,864          420      2,468,330

III-F Partnership:
     Green River           56      3.60         28        84         -      -       15,781    2,018,339    $ 8,928,339
     Anadarko              26      5.65          4        30        23     77%      30,450      973,201      4,201,254
     Las Animas Arch       66      1.73          -        66         -      -      162,432         -         3,059,408

--------------------
(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>




                                      -34-
<PAGE>



      Following is a description of those oil and gas properties whose revisions
in the estimated  proved  reserves  (based on  equivalent  barrels of oil) as of
December 31, 2005,  as compared to December 31, 2004,  were  significant  to the
Partnerships.

                     The  III-E  and  III-F  Partnerships'   estimated
              proved  reserves  decreased   approximately  96,000  and
              80,000 barrels of oil equivalent,  respectively,  in the
              Trail  Unit,  which  is a  large  unitized  property  in
              Sweetwater  County,  Wyoming  from  December 31, 2004 to
              December 31, 2005.  This decrease was primarily due to a
              revised forecast in reserves based on actual  production
              experience.

      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 burdened the interests of the 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



                                      -35-
<PAGE>



to have been improperly deducted plus statutory interest thereon. The applicable
portions of these  refunds  were  recouped  from the  Partnerships  in the first
quarter of 2003 as follows:


                  Partnership          Amount
                  -----------       ------------

                      III-A          $   5,380
                      III-B              3,548
                      III-C                -
                      III-D                -
                      III-E            122,289
                      III-F            102,690

The lawsuit also alleges that Samson's check stubs did not fully comply with the
Wyoming Royalty Payment Act. Samson intends to vigorously defend this claim.

      Except  as set forth  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.


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 2005.



                                    PART II

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As of March 1, 2006, 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                1,105
               III-B           138,336                  661
               III-C           244,536                1,033
               III-D           131,008                  563
               III-E           418,266                1,702
               III-F           221,484                  868



                                      -36-
<PAGE>



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

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

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

                      2004                         2005                2006
            -------------------------     -------------------------    ----
            1st    2nd     3rd   4th      1st   2nd     3rd    4th      1st
P/ship      Qtr.   Qtr.    Qtr.  Qtr.     Qtr.  Qtr.    Qtr.   Qtr.     Qtr.
------      ----   ----    ----  ----     ----  ----    ----   ----     ----
III-A       $16    $14     $23   $20      $18   $15     $25    $23      $19
III-B        13     11      20    17       15    13      21     19       16
III-C        22     20      24    22       20    18      25     22       19
III-D        23     22      23    21       20    17      25     23       20
III-E        19     18      18    17       16    14      23     21       19
III-F        23     21      25    24       22    19      33     31       27

      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.



                                      -37-
<PAGE>



      Cash Distributions

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

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 2004, 2005, and the first quarter of 2006:


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


                                    2004
                 -----------------------------------------
                  1st         2nd          3rd       4th
      P/ship      Qtr.        Qtr.         Qtr.      Qtr.
      ------     -----       -----        -----      -----

      III-A      $1.81        $2.13       $2.20      $2.72
      III-B       1.64         1.67        1.89       2.43
      III-C       1.79         1.74        1.65       1.89
      III-D       2.15         1.68        2.90(1)    1.77
      III-E       2.06          .44        3.60(1)     .62
      III-F       1.35         1.55        1.50       1.40





                                      -38-
<PAGE>




                                 2005                             2006
                 ----------------------------------------         -----
                  1st         2nd          3rd       4th           1st
      P/ship      Qtr.        Qtr.         Qtr.      Qtr.          Qtr.
      ------     -----       -----        -----      -----        -----

      III-A      $2.58        $2.20       $2.58      $2.59        $3.49
      III-B       2.49         1.83        2.47       2.36         3.17
      III-C       1.36         2.03        2.47       2.50         2.65
      III-D       1.39         2.27        2.51       2.67         2.60
      III-E        .82         2.06        1.78       1.71         2.19
      III-F       1.91         2.55        2.37       2.56         3.65
-------------------
(1)   Includes   proceeds   from  the  sale  of  all  of  the  III-D  and  III-E
      Partnerships'  interests in the Jay-Little  Escambia Creek Field. See Part
      II, Item 7 for more information about this discontinued operation.


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."










                  [Remainder of Page Intentionally Left Blank]




                                      -39-
<PAGE>
<TABLE>
<CAPTION>



                                                 Selected Financial Data

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

                                  2005                2004              2003              2002              2001
                              ------------        ------------      ------------      ------------      ------------

<S>                           <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $4,745,968          $4,137,900        $4,039,307        $3,875,098        $5,425,163
Net Income:
   Limited Partners             2,826,610           2,534,550         2,419,111         1,822,932         3,211,072
   General Partner                329,261             297,437           286,852           256,987           405,019
   Total                        3,155,871           2,831,987         2,705,963         2,079,919         3,616,091
Limited Partners' Net
   Income per Unit                  10.71                9.60              9.16              6.91             12.16
Limited Partners' Cash
   Distributions per
   Unit                              9.95                8.86              9.89              8.88             14.66
Total Assets                    3,006,720           2,577,310         2,357,510         2,465,350         3,086,819
Partners' Capital
   (Deficit):
   Limited Partners             2,609,490           2,410,880         2,213,330         2,405,219         2,927,287
   General Partner            (    59,217)        (    88,506)      (   104,097)      (    87,091)      (   114,834)
Number of Units
   Outstanding                    263,976             263,976           263,976           263,976           263,976

</TABLE>


                                      -40-
<PAGE>

<TABLE>
<CAPTION>


                                                 Selected Financial Data

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

                                  2005                2004              2003              2002              2001
                              ------------        ------------      ------------      ------------      ------------

<S>                           <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $2,488,197          $2,130,453        $2,207,562        $2,276,161        $3,146,463
Net Income:
   Limited Partners             1,318,911           1,154,435         1,171,730           916,420         1,701,127
   General Partner                246,787             219,288           227,153           216,453           348,971
   Total                        1,565,698           1,373,723         1,398,883         1,132,873         2,050,098
Limited Partners' Net
   Income per Unit                   9.53                8.35              8.47              6.62             12.30
Limited Partners' Cash
   Distributions per
   Unit                              9.15                7.63              9.76              9.39             14.44
Total Assets                    1,577,808           1,379,422         1,270,257         1,390,931         1,830,746
Partners' Capital
   (Deficit):
   Limited Partners             1,332,570           1,277,659         1,178,224         1,357,494         1,741,074
   General Partner            (    35,041)        (    58,429)      (    68,928)      (    48,554)      (    67,276)
Number of Units
   Outstanding                    138,336             138,336           138,336           138,336           138,336

</TABLE>


                                      -41-
<PAGE>

<TABLE>
<CAPTION>


                                                 Selected Financial Data

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

                                  2005                2004              2003              2002              2001
                              ------------        ------------      ------------      ------------      ------------

<S>                           <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $4,234,809          $3,334,518        $3,601,398        $2,740,888        $4,371,115
Net Income:
   Limited Partners             2,468,202           1,531,505         2,016,059         1,178,582         2,653,485
   General Partner                295,223             213,797           243,670           158,236           163,926
   Total                        2,763,425           1,745,302         2,259,729         1,336,818         2,817,411
Limited Partners' Net
   Income per Unit                  10.09                6.26              8.24              4.82             10.85
Limited Partners' Cash
   Distributions per
   Unit                              8.36                7.07              8.14              4.77             16.36
Total Assets                    3,504,783           2,790,409         2,902,685         2,751,198         2,627,295
Partners' Capital
   (Deficit):
   Limited Partners             2,769,567           2,345,365         2,542,860         2,517,801         2,507,219
   General Partner            (   105,515)        (   136,932)      (   153,480)      (   150,636)      (   175,495)
Number of Units
   Outstanding                    244,536             244,536           244,536           244,536           244,536
</TABLE>



                                      -42-
<PAGE>

<TABLE>
<CAPTION>


                                                 Selected Financial Data

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

                                  2005                2004             2003(1)           2002(1)           2001(1)
                              ------------        ------------      ------------      ------------      ------------

<S>                           <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $2,468,778          $1,894,897        $2,114,596        $1,623,494        $2,424,490
Income (Loss) from:
   Continuing Operations        1,590,307           1,136,358         1,335,178           776,273         1,541,967
   Discontinued
     Operations                      -            (    86,127)          111,356            22,377           195,103
Net Income:
   Limited Partners             1,421,578             936,644         1,293,974           705,530         1,630,013
   General Partner                168,729             113,587           155,435            93,120           107,057
   Total                        1,590,307           1,050,231         1,449,409           798,650         1,737,070
Limited Partners' Net
   Income per Unit                  10.85                7.15              9.88              5.39             12.44
Limited Partners' Cash
   Distributions per
   Unit                              8.84                8.50              9.55              3.75             19.36
Total Assets                    1,741,237           1,370,609         1,731,542         1,458,550         1,157,930
Partners' Capital
   (Deficit):
   Limited Partners             1,214,550             951,972         1,129,328         1,086,354           872,824
   General Partner            (    29,279)        (    55,158)      (    47,561)      (    50,949)      (    72,956)
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 as a discontinued operation.
      See Part II, Item 7 for more information about this discontinued operation.

</TABLE>



                                      -43-
<PAGE>
<TABLE>
<CAPTION>



                                                 Selected Financial Data

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

                                  2005                2004             2003(1)           2002(1)           2001(1)
                              ------------        ------------      ------------      ------------      ------------

<S>                           <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $6,027,303          $4,633,713        $4,472,543        $2,859,082        $4,752,859
Income (Loss) from:
   Continuing Operations        3,703,346           2,599,547         2,519,727           777,174         2,722,457
   Discontinued
     Operations                      -            (   598,888)          785,456           149,044         1,283,442
Net Income:
   Limited Partners             3,304,874           1,782,244         2,940,848           798,510         3,744,610
   General Partner                398,472             218,415           367,060           127,708           261,289
   Total                        3,703,346           2,000,659         3,307,908           926,218         4,005,899
Limited Partners' Net
   Income per Unit                   7.90                4.26              7.03              1.91              8.95
Limited Partners' Cash
   Distributions per
   Unit                              6.37                6.72              5.10               .63             14.81
Total Assets                    4,755,246           4,254,283         6,654,923         4,442,417         3,768,636
Partners' Capital
   (Deficit):
   Limited Partners             3,918,651           3,277,777         4,302,533         3,492,685         2,960,175
   General Partner            (   197,010)        (   316,058)      (   177,234)      (   250,684)      (   286,758)
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 as a  discontinued  operation.
      See Part II, Item 7 for more information about this discontinued operation.
</TABLE>



                                      -44-
<PAGE>
<TABLE>
<CAPTION>



                                                 Selected Financial Data

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

                                  2005                2004              2003              2002              2001
                              ------------        ------------      ------------      ------------      ------------

<S>                           <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $3,867,955          $2,941,732        $2,479,778        $1,636,758        $2,934,300
Net Income:
   Limited Partners             2,428,636           1,694,433         1,176,685           460,816         1,782,241
   General Partner                135,780              95,789            70,747            35,680           103,349
   Total                        2,564,416           1,790,222         1,247,432           496,496         1,885,590
Limited Partners' Net
   Income per Unit                  10.97                7.65              5.31              2.08              8.05
Limited Partners' Cash
   Distributions per
   Unit                              9.39                5.80              4.72              2.60             13.62
Total Assets                    3,557,937           2,994,343         2,592,302         2,427,147         2,369,806
Partners' Capital
   (Deficit):
   Limited Partners             3,131,791           2,783,155         2,374,722         2,245,037         2,359,221
   General Partner            (   126,897)        (   142,055)      (   156,356)      (   159,621)      (   161,655)
Number of Units
   Outstanding                    221,484             221,484           221,484           221,484           221,484

</TABLE>




                                      -45-
<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  a  discontinued
operation. 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



                                      -46-
<PAGE>



Part II, Item 8 of this Annual  Report on Form 10-K for  additional  information
regarding this matter.


      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.  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 the 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 of pipelines for transportation;
      *     Domestic and foreign government regulations and taxes; and
      *     Market expectations.

      It is not  possible to predict the future  direction of oil or natural gas
prices or whether the above  discussed  trends  will  remain.  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



                                      -47-
<PAGE>



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;
      *     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  Partnerships'  results  of  operations  for the year  ended
December 31, 2005 as compared to the year ended  December 31, 2004,  and for the
year ended December 31, 2004 as compared to the year ended December 31, 2003.



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

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

      Total oil and gas sales increased  $608,000 (14.7%) in 2005 as compared to
2004. Of this  increase  $473,000 and  $714,000,  respectively,  were related to
increases  in the  average  prices of oil and gas  sold.  These  increases  were
partially offset by decreases of $164,000 and $415,000, respectively, related to
decreases in volumes of oil and gas sold. Volumes of oil and gas



                                      -48-
<PAGE>



sold decreased 4,115 barrels and 71,893 Mcf,  respectively,  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.  As of the date of this
Annual Report,  the shut-in well has returned to production at a lower rate than
previously experienced. 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. As of the date of this Annual Report, the operator
has not yet  determined  when or if the shut-in  wells will return to production
and, if returned to production, at what rate.

      Average  oil and gas prices  increased  to $54.26 per barrel and $7.61 per
Mcf,  respectively,   in  2005  from  $39.92  per  barrel  and  $5.77  per  Mcf,
respectively, in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $281,000 (33.7%) in 2005 as compared to 2004. This
increase was  primarily due to (i) workover  expenses  incurred on several wells
during 2005, (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 in 2005 by the operator on one significant well. These increases
were partially offset by a negative prior period  production tax adjustment also
made in 2005 by the operator on another significant well. As a percentage of oil
and gas sales,  these  expenses  increased  to 23.5% in 2005 from 20.2% in 2004,
primarily due to the dollar increase in oil and gas production expenses.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties increased $8,000 (4.9%) in 2005 as compared to 2004. Of this increase
(i) $67,000 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
4.0% 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 6.7% in 2005 from 7.6% in 2004,  primarily due to the increase in oil and gas
sales.



                                      -49-
<PAGE>



      The Limited Partners have received cash distributions through December 31,
2005 totaling $41,524,701 or 157.30% of Limited Partners' capital contributions.


                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                     -------------------------------------

      Total oil and gas sales  increased  $99,000  (2.4%) in 2004 as compared to
2003. Of this  increase  $381,000 and  $250,000,  respectively,  were related to
increases  in the  average  prices of oil and gas  sold.  These  increases  were
partially offset by decreases of $236,000 and $296,000, respectively, related to
decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased
7,957 barrels and 56,602 Mcf, respectively, in 2004 as compared to 2003.

      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 due to mechanical problems.  (See Results of Operations discussion for
2004 - 2005 for an update on this well.) The decrease in volumes of gas sold was
primarily due to normal  declines in production,  which was partially  offset by
the receipt of first revenues on one significant well during 2004.

      Average  oil and gas prices  increased  to $39.92 per barrel and $5.77 per
Mcf,  respectively,   in  2004  from  $29.66  per  barrel  and  $5.23  per  Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production taxes) remained relatively constant in 2004 and 2003. Lease operating
expenses decreased due to the decreases in volumes of oil and gas sold, but this
decrease  was  substantially  offset  by (i) an  increase  in  production  taxes
associated  with  the  increase  in oil  and gas  sales,  (ii)  an  increase  in
production   taxes  associated  with  the  receipt  of  first  revenues  on  one
significant  well  during  2004,  and (iii)  workover  expenses  incurred on two
significant  wells during  2004.  As a  percentage  of oil and gas sales,  these
expenses decreased to 20.2% in 2004 from 20.7% in 2003.

      DD&A  of oil and  gas  properties  decreased  $21,000  (11.2%)  in 2004 as
compared to 2003.  This  decrease  was  primarily  due to (i) the  decreases  in
volumes  of oil and gas sold and  (ii)  upward  revisions  in the  estimates  of
remaining  oil and gas reserves  during 2004.  These  decreases  were  partially
offset by the  abandonment  of one  significant  well during 2004  following  an
unsuccessful  recompletion  attempt.  As a percentage of oil and gas sales, this
expense decreased to 4.0% in 2004 from 4.6% in 2003, primarily due to the dollar
decrease in DD&A of oil and gas properties.



                                      -50-
<PAGE>



      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 7.6%
in 2004 from 7.8% in 2003.



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

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

      Total oil and gas sales increased  $358,000 (16.8%) in 2005 as compared to
2004. Of this  increase  $329,000 and  $288,000,  respectively,  were related to
increases  in the  average  prices of oil and gas  sold.  These  increases  were
partially offset by decreases of $110,000 and $149,000, respectively, related to
decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased
2,747 barrels and 25,403 Mcf, respectively, 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.  As of the date of this
Annual Report,  the shut-in well has returned to production at a lower rate than
previously experienced. 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.  As of the date of this
Annual Report,  the operator has not yet determined when or if the shut-in wells
will return to production and, if returned to production, at what rate.

      Average  oil and gas prices  increased  to $54.44 per barrel and $7.59 per
Mcf,  respectively,   in  2005  from  $39.93  per  barrel  and  $5.85  per  Mcf,
respectively, in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $168,000 (34.5%) in 2005 as compared to 2004. This
increase was  primarily due to (i) workover  expenses  incurred on several wells
during 2005, (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 in 2005 by the operator on one significant well. These increases
were partially offset by a negative prior period  production tax adjustment also
made in 2005 by the operator on another significant well. As a percentage of oil
and gas sales,  these  expenses  increased  to 26.3% in 2005 from 22.8% in 2004,
primarily due to the dollar increase in oil and gas production expenses.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties decreased $2,000 (2.4%) in 2005 as compared to



                                      -51-
<PAGE>



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 increases 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 7.3% in 2005 from 8.2% in 2004,  primarily due to the increase in oil and gas
sales.

      The Limited Partners have received cash distributions through December 31,
2005 totaling $23,096,353 or 166.96% of Limited Partners' capital contributions.



                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                     -------------------------------------

      Total oil and gas sales  decreased  $77,000  (3.5%) in 2004 as compared to
2003. Of this  decrease  $175,000 and  $277,000,  respectively,  were related to
decreases in volumes of oil and gas sold.  These decreases were partially offset
by increases of $257,000 and $118,000, respectively, related to increases in the
average prices of oil and gas sold.  Volumes of oil and gas sold decreased 5,880
barrels and 52,972 Mcf, respectively, in 2004 as compared to 2003.

      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 due to mechanical problems.  (See Results of Operations discussion for
2004 - 2005 for an update on this well.) The decrease in volumes of gas sold was
primarily due to normal declines in production.

      Average  oil and gas prices  increased  to $39.93 per barrel and $5.85 per
Mcf,  respectively,   in  2004  from  $29.78  per  barrel  and  $5.24  per  Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $23,000  (4.5%) in 2004 as compared to 2003. As a
percentage of oil and gas sales,  these expenses decreased to 22.8% in 2004 from
23.1% in 2003.



                                      -52-
<PAGE>



      DD&A  of oil and  gas  properties  decreased  $28,000  (22.5%)  in 2004 as
compared to 2003.  This  decrease  was  primarily  due to (i) the  decreases  in
volumes  of oil and gas sold and  (ii)  upward  revisions  in the  estimates  of
remaining  oil and gas reserves  during 2004.  These  decreases  were  partially
offset by the  abandonment  of one  significant  well during 2004  following  an
unsuccessful  recompletion  attempt.  As a percentage of oil and gas sales, this
expense decreased to 4.6% in 2004 from 5.7% in 2003, primarily due to the dollar
decrease in DD&A of oil and gas properties.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses increased to 8.2%
in 2004 from 8.0% in 2003.



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

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

      Total oil and gas sales increased  $900,000 (27.0%) in 2005 as compared to
2004. Of this increase (i) $144,000 and $939,000,  respectively, were related to
increases in the average  prices of oil and gas sold and (ii) $2,000 was related
to an increase in volumes of oil sold.  These increases were partially offset by
a decrease of $185,000 related to a decrease in volumes of gas sold.  Volumes of
oil sold increased 63 barrels, while volumes of gas sold decreased 34,253 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 the successful workover
of that well 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  unsuccessful 2004 workovers of those wells, 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
other wells following the successful workovers of those wells during mid to late
2004 and early 2005.



                                      -53-
<PAGE>



      Average  oil and gas prices  increased  to $53.82 per barrel and $7.23 per
Mcf, respectively, in 2005 from $38.88 per barrel and $5.40 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $105,000 (12.2%) in 2005 as compared to 2004. This
increase was  primarily due to (i) workover  expenses  incurred on several wells
during  2005  and (ii) an  increase  in  production  taxes  associated  with the
increase in oil and gas sales.  These  increases were partially  offset by lower
workover  expenses  incurred on several other wells during 2004. As a percentage
of oil and gas sales,  these  expenses  decreased to 22.8% in 2005 from 25.8% in
2004, primarily due to the increase in oil and gas sales.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties decreased $213,000 (48.2%) in 2005 as compared to 2004. This decrease
was primarily due to (i) one  significant  well being fully depleted during 2004
due to the 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 5.4% in 2005  from  13.3% in 2004,  primarily  due to the
dollar decrease in DD&A of oil and gas properties.

      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 7.0% in 2005 from 8.7% in 2004,  primarily due to the increase in oil and gas
sales.

      The Limited Partners have received cash distributions through December 31,
2005 totaling $31,437,795 or 128.56% of Limited Partners' capital contributions.



                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                     -------------------------------------

      Total oil and gas sales  decreased  $267,000 (7.4%) in 2004 as compared to
2003. Of this  decrease  $130,000 and  $570,000,  respectively,  were related to
decreases in volumes of oil and gas sold.  These decreases were partially offset
by increases of $85,000 and $348,000, respectively,  related to increases in the
average prices of oil and gas sold. Volumes of oil and gas sold



                                      -54-
<PAGE>



decreased 4,321 barrels and 119,504  Mcf, respectively, in  2004 as compared  to
2003.

      The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal
declines in  production  and (ii) the  shutting-in  of a production  zone on one
significant  well during late 2003.  The shut-in well  continues to produce at a
lower rate.  The decrease in volumes of gas sold was primarily due to (i) normal
declines in production and (ii) downward revisions in the estimates of remaining
gas reserves on one significant well resulting in the III-C Partnership becoming
over produced in excess of estimated ultimate  reserves,  thereby increasing its
gas imbalance  payable.  These decreases were partially offset by the successful
completion of a new well during early 2004.

      Average  oil and gas prices  increased  to $38.88 per barrel and $5.40 per
Mcf,  respectively,   in  2004  from  $30.00  per  barrel  and  $4.77  per  Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $8,000  (1.0%) in 2004 as compared to 2003.  This
decrease  was  primarily  due to the  decreases  in volumes of oil and gas sold,
which  decrease was partially  offset by workover  expenses  incurred on several
wells  during  2004.  As a  percentage  of oil and  gas  sales,  these  expenses
increased to 25.8% in 2004 from 24.1% in 2003.

      DD&A of oil and gas  properties  increased  $238,000  (116.6%)  in 2004 as
compared to 2003,  primarily due to one significant well being fully depleted in
2004 due to the lack of remaining  reserves.  This increase was partially offset
by the  decreases in volumes of oil and gas sold. As a percentage of oil and gas
sales, this expense increased to 13.3% in 2004 from 5.7% in 2003,  primarily due
to the dollar increase in DD&A of oil and gas properties.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses increased to 8.7%
in 2004 from 8.1% in 2003.



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

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

      Total oil and gas sales increased  $574,000 (30.3%) in 2005 as compared to
2004. Of this increase (i) $129,000 and $462,000,  respectively, were related to
increases in the average  prices of oil and gas sold and (ii) $8,000 was related
to an increase in volumes of oil sold.  These increases were partially offset by
a



                                      -55-
<PAGE>



decrease of $25,000 related to a decrease in volumes of gas sold. Volumes of oil
sold  increased 200 barrels,  while volumes of gas sold  decreased  4,595 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 the successful workover
of that well 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  2004 workover.  This well 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 the successful  workovers of those wells during
mid to late 2004.

      Average  oil and gas prices  increased  to $52.88 per barrel and $6.98 per
Mcf, respectively, in 2005 from $37.87 per barrel and $5.38 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $102,000 (20.6%) in 2005 as compared to 2004. This
increase was  primarily due to (i) workover  expenses  incurred on several wells
during 2005, (ii) an increase in production  taxes  associated with the increase
in oil and gas  sales,  and (iii)  repair and  maintence  expenses  incurred  on
several other wells during 2005.  These increases were partially offset by lower
workover expenses incurred on two significant wells during 2004. As a percentage
of oil and gas sales,  these  expenses  decreased to 24.1% in 2005 from 26.1% in
2004.

      Depreciation,   depletion,  and  amortization  ("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 $25,000 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 the 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.



                                      -56-
<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 7.0% in 2005 from 9.0% in 2004,  primarily due to the increase in oil and gas
sales.

      The Limited Partners have received cash distributions through December 31,
2005   totaling   $17,584,669,   or  134.23%  of   Limited   Partners'   capital
contributions.



                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                     -------------------------------------

      The  following  discussion  contains  amounts for the year 2003 which have
been  restated  to  reflect  the 2004  sale of the Jay  Field as a  discontinued
operation.  See Part II,  Item 7 for more  information  about this  discontinued
operation.

      Total oil and gas sales decreased  $220,000 (10.4%) in 2004 as compared to
2003. Of this  decrease  $127,000 and  $388,000,  respectively,  were related to
decreases in volumes of oil and gas sold.  These decreases were partially offset
by increases of $80,000 and $215,000, respectively,  related to increases in the
average prices of oil and gas sold.  Volumes of oil and gas sold decreased 4,498
barrels and 83,575 Mcf, respectively, in 2004 as compared to 2003.

      The  decrease  in  volumes  of oil  sold  was  primarily  due  to (i)  the
shutting-in of a production  zone on one  significant  well during late 2003 and
(ii) normal  declines in production.  The shut-in well continues to produce at a
lower rate.  The decrease in volumes of gas sold was primarily due to (i) normal
declines in production and (ii) downward revisions in the estimates of remaining
gas reserves on one significant well resulting in the III-D Partnership becoming
over produced in excess of estimated  ultimate  reserves thereby  increasing gas
imbalance payable.

      Average  oil and gas prices  increased  to $37.87 per barrel and $5.38 per
Mcf,  respectively,   in  2004  from  $28.28  per  barrel  and  $4.64  per  Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $34,000 (6.4%) in 2004 as compared to 2003.  This
decrease was  primarily due to (i) the decreases in volumes of oil and gas sold,
(ii) 2003  workover  expenses  incurred  on one  significant  well,  and (iii) a
decrease in production  taxes associated with the decrease in oil and gas sales.
These decreases were partially offset by workover expenses incurred on two other
significant  wells during  2004.  As a  percentage  of oil and gas sales,  these
expenses increased to 26.1% in 2004 from 25.0% in 2003.



                                      -57-
<PAGE>



      DD&A of oil and gas properties decreased $1,000 (1.0%) in 2004 as compared
to 2003.  This decrease was primarily due to the decreases in volumes of oil and
gas sold,  which  decrease was partially  offset by one  significant  well being
fully depleted in 2004 due to the lack of remaining reserves. As a percentage of
oil and gas sales, these expenses increased to 5.1% in 2004 from 4.6% in 2003.

      General and  administrative  expenses  increased  $4,000 (2.4%) in 2004 as
compared to 2003. As a percentage of oil and gas sales, these expenses increased
to 9.0% in 2004 from 7.9% in 2003,  primarily due to the decrease in oil and gas
sales.



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

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

      Total oil and gas sales increased  $1,394,000  (30.1%) in 2005 as compared
to 2004.  Of this  increase  (i)  $322,000 and  $1,258,000,  respectively,  were
related to increases in the average  prices of oil and gas sold and (ii) $33,000
was  related  to an  increase  in  volumes  of oil sold.  These  increases  were
partially  offset by a decrease of $219,000  related to a decrease in volumes of
gas sold.  Volumes of oil sold increased 908 barrels,  while volumes of gas sold
decreased 41,630 Mcf in 2005 as compared to 2004.

      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
substantially  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 $50.50 per barrel and $7.13 per
Mcf,  respectively,   in  2005  from  $36.86  per  barrel  and  $5.27  per  Mcf,
respectively, in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $159,000 (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)  workover  expenses  incurred on
several wells during 2005.  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 25.2% in 2005 from
29.3% in 2004, primarily due to the increase in oil and gas sales.



                                      -58-
<PAGE>



      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties  increased  $143,000  (72.8%) in 2005 as  compared  to 2004.  Of this
increase (i) $85,000 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 $61,000 was related to previously fully
depleted wells,  and (ii) $11,000 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) an
increase in depletable oil and gas  properties  during 2005 primarily due to the
recompletion of one significant  well.  These increases were partially offset by
(i) one  significant  well being fully  depleted  during 2004 due to the 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 4.2% in 2004,
primarily due to the dollar increase in DD&A of oil and gas properties.

      General and administrative  expenses remained  relatively constant in 2005
and 2004. As a percentage of oil and gas sales, these expenses decreased to 8.1%
in 2005 from 10.5% in 2004, primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2005 totaling $51,959,016 or 124.22% of Limited Partners' capital contributions.



                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                     -------------------------------------

      The  following  discussion  contains  amounts for the year 2003 which have
been  restated  to  reflect  the 2004  sale of the Jay  Field as a  discontinued
operation.  See Part II,  Item 7 for more  information  about this  discontinued
operation.

      Total oil and gas sales  increased  $161,000 (3.6%) in 2004 as compared to
2003. Of this  increase  $225,000 and  $481,000,  respectively,  were related to
increases  in the  average  prices of oil and gas  sold.  These  increases  were
partially offset by decreases of $273,000 and $272,000, respectively, related to
decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased
10,115 barrels and 59,136 Mcf, respectively, in 2004 as compared to 2003.

      The  decrease in volumes of oil sold was  primarily  due to (i) a negative
prior period  volume  adjustment  made by the operator on one  significant  well
during 2004 and (ii) normal declines in production.





                                      -59-
<PAGE>



      Average  oil and gas prices  increased  to $36.86 per barrel and $5.27 per
Mcf,  respectively,   in  2004  from  $26.94  per  barrel  and  $4.60  per  Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $34,000 (2.6%) in 2004 as compared to 2003.  This
increase was primarily due to (i) a prior period  production  tax  adjustment on
one  significant  unit  during  2004,  (ii)  workover  expenses  incurred on two
significant  wells  during  2004,  and (iii) an  increase  in  production  taxes
associated  with  the  increase  in oil  and gas  sales.  These  increases  were
partially  offset  by the  decreases  in  volumes  of oil  and  gas  sold.  As a
percentage of oil and gas sales,  these expenses decreased to 29.3% in 2004 from
29.6% in 2003.

      DD&A  of oil and  gas  properties  decreased  $25,000  (11.2%)  in 2004 as
compared to 2003.  This  decrease  was  primarily  due to (i) the  decreases  in
volumes of oil and gas sold and (ii) one  significant  well being fully depleted
in 2003 due to the lack of remaining  reserves.  These  decreases were partially
offset by (i) an increase in depletable oil and gas properties  primarily due to
2004  recompletion  activities  on two  significant  wells  and (ii)  one  other
significant  well  being  fully  depleted  in 2004 due to the lack of  remaining
reserves.  As a percentage of oil and gas sales,  this expense decreased to 4.2%
in 2004 from 4.9% in 2003,  primarily due to the dollar  decrease in DD&A of oil
and gas properties.

      General and administrative  expenses remained  relatively constant in 2004
and 2003.  As a percentage  of oil and gas sales,  these  expenses  decreased to
10.5% in 2004 from 10.9% in 2003.



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

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

      Total oil and gas sales increased  $926,000 (31.5%) in 2005 as compared to
2004. Of this  increase  $334,000 and  $783,000,  respectively,  were related to
increases  in the  average  prices of oil and gas  sold.  These  increases  were
partially  offset by a decrease of $140,000  related to a decrease in volumes of
gas sold.  Volumes of oil and gas sold  decreased  1,285 barrels and 26,712 Mcf,
respectively,  in 2005 as compared to 2004.  The decrease in volumes of gas sold
was primarily due to normal  declines in production.  Average oil and gas prices
increased  to $56.82 per barrel  and $7.30 per Mcf,  respectively,  in 2005 from
$39.22 per barrel and $5.25 per Mcf, respectively, in 2004.



                                      -60-
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $111,000 (15.3%) 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 21.7% in 2005 from 24.7% in 2004,  primarily due to the increase in
oil and gas sales.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties  increased  $46,000  (28.5%)  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 decreases in
volumes of oil and gas sold. As a percentage of oil and gas sales,  this expense
decreased to 5.4% in 2005 from 5.5% in 2004.

      General and  administrative  expenses  increased  $6,000 (2.3%) in 2005 as
compard 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.

      The Limited Partners have received cash distributions through December 31,
2005 totaling $21,752,904 or 98.21% of Limited Partners' capital contributions.



                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                     -------------------------------------

      Total oil and gas sales increased  $462,000 (18.6%) in 2004 as compared to
2003. Of this  increase  $208,000 and  $285,000,  respectively,  were related to
increases in the average prices of oil and gas sold. Volumes of oil and gas sold
decreased 433 barrels and 4,096 Mcf, respectively,  in 2004 as compared to 2003.
Average  oil and gas  prices  increased  to $39.22 per barrel and $5.25 per Mcf,
respectively, in 2004 from $28.93 per barrel and $4.56 per Mcf, respectively, in
2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $28,000 (3.7%) in 2004 as compared to 2003.  This
decrease was primarily due to (i) workover  expenses incurred on one significant
well during 2003 and (ii) the abandonment of another  significant  well in early
2003 due to severe mechanical problems. These decreases were



                                      -61-
<PAGE>



partially offset by 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 24.7% in 2004 from 30.4% in 2003,  primarily due to the increase in
oil and gas sales.

      DD&A  of oil and  gas  properties  decreased  $54,000  (25.1%)  in 2004 as
compared to 2003.  This decrease was primarily due to (i) the abandonment of one
significant  well in 2003 due to severe  mechanical  problems  and (ii)  another
significant  well  being  fully  depleted  in 2003 due to the lack of  remaining
reserves.  As a percentage of oil and gas sales,  this expense decreased to 5.5%
in 2004 from 8.7% in 2003. This percentage decrease was primarily due to (i) the
dollar  decrease in DD&A of oil and gas  properties  and (ii)  increases  in the
average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.1%
in 2004 from 10.8% in 2003, primarily due to the increase in oil and gas sales.


      Average Sale Prices, Production Volumes, and Average Production Costs

      The following  tables are  comparisons of annual average oil and gas sales
prices,  production  volumes,  and average  production  costs  (lease  operating
expenses and production taxes) per barrel of oil equivalent (one barrel or 6 Mcf
of gas) for 2005, 2004, and 2003.




                                      -62-
<PAGE>




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

                             Average Sales Prices
---------------------------------------------------------------------------
P/ship            2005                       2004               % Change
------      -------------------        -----------------       ------------
              Oil         Gas            Oil       Gas
            ($/Bbl)     ($/Mcf)        ($/Bbl)   ($/Mcf)       Oil      Gas
            -------     -------        -------   -------       ---      ---
III-A       $54.26       $7.61         $39.92     $5.77        36%      32%
III-B        54.44        7.59          39.93      5.85        36%      30%
III-C        53.82        7.23          38.88      5.40        38%      34%
III-D        52.88        6.98          37.87      5.38        40%      30%
III-E        50.50        7.13          36.86      5.27        37%      35%
III-F        56.82        7.30          39.22      5.25        45%      39%


                              Production Volumes
-----------------------------------------------------------------------------
P/ship             2005                      2004                % Change
------      -------------------        ------------------      --------------
              Oil         Gas           Oil         Gas         Oil      Gas
            (Bbls)       (Mcf)         (Bbls)      (Mcf)       (Bbls)   (Mcf)
            ------      -------        ------     -------      ------   -----
III-A       33,008      388,410        37,123     460,303      (11%)    (16%)
III-B       22,648      165,378        25,395     190,781      (11%)    (13%)
III-C        9,614      514,302         9,551     548,555        1%      (6%)
III-D        8,611      288,655         8,411     293,250        2%      (2%)
III-E       23,561      678,857        22,653     720,487        4%      (6%)
III-F       18,967      382,034        20,252     408,746       (6%)     (7%)

                           Average Production Costs
                         per Barrel of Oil Equivalent
                  ----------------------------------------
                  P/ship      2005      2004      % Change
                  ------     ------    -----      --------
                  III-A      $11.42    $7.33          56%
                  III-B       13.03     8.51          53%
                  III-C       10.12     8.52          19%
                  III-D       10.51     8.63          22%
                  III-E       11.11     9.53          17%
                  III-F       10.14     8.22          23%






                                      -63-
<PAGE>




                             2004 Compared to 2003
                             ---------------------

                             Average Sales Prices
---------------------------------------------------------------------------
P/ship             2004                     2003(1)              % Change
------      -------------------        -----------------       ------------
              Oil         Gas            Oil       Gas
            ($/Bbl)     ($/Mcf)        ($/Bbl)   ($/Mcf)       Oil      Gas
            -------     -------        -------   -------       ---      ---
III-A       $39.92       $5.77         $29.66     $5.23        35%      10%
III-B        39.93        5.85          29.78      5.24        34%      12%
III-C        38.88        5.40          30.00      4.77        30%      13%
III-D        37.87        5.38          28.28      4.64        34%      16%
III-E        36.86        5.27          26.94      4.60        37%      15%
III-F        39.22        5.25          28.93      4.56        36%      15%


                              Production Volumes
-----------------------------------------------------------------------------
P/ship             2004                      2003(1)              % Change
------      -------------------        ------------------      --------------
              Oil         Gas           Oil         Gas         Oil      Gas
            (Bbls)       (Mcf)         (Bbls)      (Mcf)       (Bbls)   (Mcf)
            ------      -------        ------     -------      ------   -----
III-A       37,123      460,303        45,080     516,905      (18%)    (11%)
III-B       25,395      190,781        31,275     243,753      (19%)    (22%)
III-C        9,551      548,555        13,872     668,059      (31%)    (18%)
III-D        8,411      293,250        12,909     376,825      (35%)    (22%)
III-E       22,653      720,487        32,768     779,623      (31%)    ( 8%)
III-F       20,252      408,746        20,685     412,842      ( 2%)    ( 1%)

                           Average Production Costs
                         per Barrel of Oil Equivalent
                  ----------------------------------------
                  P/ship      2004     2003(1)    % Change
                  ------     -----     -------    --------
                  III-A      $7.33      $6.37         15%
                  III-B       8.51       7.08         20%
                  III-C       8.52       6.93         23%
                  III-D       8.63       6.98         24%
                  III-E       9.53       8.15         13%
                  III-F       8.22       8.43        ( 2%)

-----------
(1)   The amounts  for the III-D and III-E  Partnerships  have been  restated to
      reflect the sale of the Jay Field during 2004 as a discontinued operation.
      See  Part  II,  Item  7  for  more  information  about  this  discontinued
      operation.




                                      -64-
<PAGE>




      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
are not 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 2005  production  levels for future years,  the  Partnerships'
proved  reserve  quantities  at  December  31,  2005  would  have the  following
remaining lives:

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

                     III-A               9.0             2.9
                     III-B               8.5             2.7
                     III-C               9.1             9.3
                     III-D               8.3             9.7
                     III-E               7.8             6.4
                     III-F               9.2            17.8

These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.  As discussed below,  the  Partnerships  must terminate no later than
December 31, 2009 (November 22, 2009 for the III-A  Partnership),  which is four
years from December 31, 2005.

      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 2005,  2004, and 2003, 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:

      Partnership         2005              2004              2003
      -----------       --------          --------          -------

         III-A          $ 16,822          $ 78,142          $53,311
         III-B             2,903            52,376           32,726
         III-C           127,299           217,479           21,609
         III-D            85,828            27,306            6,141
         III-E           158,067           245,429           21,436
         III-F            32,310           188,433           16,762



                                      -65-
<PAGE>



      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 2004 and 2003.
No such sales occurred  during 2005. The sales of the  Partnerships'  properties
was made by the General Partner after giving due consideration to both the offer
price and the General  Partner's  estimate of the  property's  remaining  proved
reserves  and  future  operating  costs.  Net  proceeds  from the  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 2005, 2004, and 2003, were as follows:

      Partnership           2005           2004            2003
      -----------         --------       --------        --------
        III-A             $   -          $    375        $  1,902
        III-B                 -              -                984
        III-C                 -              -             34,411
        III-D                 -            88,277          23,232
        III-E                 -           629,332         101,704
        III-F                 -             1,654          17,010

      Over the years,  as part of the  normal  course of  business,  some of the
Partnerships'  interests  in wells  have  been  sold,  generally  at oil and gas
auctions.  Given the generally  favorable  current  environment  for oil and gas
dispositions,  it is possible that the Partnerships  will increase the number of
properties to be sold. In the event of sales,  any net proceeds are  distributed
as soon as possible after the  disposition.  Future  production,  costs and cash
flow will be reduced as properties are sold.

      There can be no  assurance  as to the amount of the  Partnerships'  future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available  cash flow generated by the  Partnerships'
operating  activities,  which will be affected (either positively or negatively)
by many factors beyond the control of the  Partnerships,  including the price of
and demand for oil and gas and other  market and  economic  conditions.  Even if
prices and costs remain stable,  the amount of cash available for  distributions
will decline over time (as the volume of production  from  producing  properties
declines)  since  the   Partnerships  are  not  replacing   production   through
acquisitions of producing  properties and 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.



                                      -66-
<PAGE>



      The  General  Partner  expects  general  and  administrative  expenses  to
increase substantially during 2006 and 2007 due to costs required to comply with
Section 404 of the  Sarbanes-Oxley  Act of 2002. Such anticipated  increase will
reduce cash available for  distribution.  The General Partner expects at least a
portion of this anticipated  increase in general and administrative  expenses to
continue in years beyond 2007.

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

                         Initial          Extensions          Current
   Partnership       Termination Date      Exercised      Termination Date
   -----------      ------------------     ---------     -----------------
      III-A         November 22, 1999           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

The General  Partner has not determined  whether it will further extend the term
of any Partnership.


      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



                                      -67-
<PAGE>



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
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.  When less than complete units of depreciable  property are
retired or sold, the proceeds are credited to oil and gas properties.

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their  proved oil and gas  properties  for each oil and gas field  (rather  than
separately  for  each  well).  If the  unamortized  costs  of all  oil  and  gas
properties  within a field  exceed the expected  undiscounted  future cash flows
from such properties,  the cost of the properties is written down to fair value,
which  is  determined  by  using  the  discounted  future  cash  flows  from the
properties. The risk that the Partnerships will be required to record impairment
provisions in the future increases as oil and gas prices decrease.

      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



                                      -68-
<PAGE>



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 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

      The  Partnerships  are  not  aware  of  any  recently  issued   accounting
pronouncements that would have an impact on the Partnerships'  future results of
operations and financial position.


      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."




                                      -69-
<PAGE>




ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Partnerships do not hold any market risk sensitive instruments.


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial  statements  and  supplementary  data are indexed in Item 15
hereof.


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

      None.


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.


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 2005 but which was not so
reported.



                                    PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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




                                      -70-
<PAGE>




            Name              Age          Position with Geodyne
      ----------------        ---     --------------------------------
      Dennis R. Neill          54     President and Director

      Judy K. Fox              55     Secretary

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

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

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


      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 2005 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.




                                      -71-
<PAGE>



      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 2005, 2004, and 2003, is set forth in the table below.
Although the actual  costs  incurred by the General  Partner and its  affiliates
have  fluctuated  during the three years  presented,  the amounts charged to the
Partnerships  have not  fluctuated  due to  expense  limitations  imposed by the
Partnership Agreements.


            Partnership         2005          2004         2003
            -----------       --------      --------     --------

               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



                                      -72-
<PAGE>



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 2005,  2004, and
2003:










                  [Remainder of Page Intentionally Left Blank]





                                      -73-
<PAGE>

<TABLE>

<CAPTION>

                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2005

                                                                          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)            2003        -           -          -            -             -            -           -
                        2004        -           -          -            -             -            -           -
                        2005        -           -          -            -             -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2003    $150,821        -          -            -             -            -           -
                        2004    $161,596        -          -            -             -            -           -
                        2005    $165,823        -          -            -             -            -           -

----------
(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>



                                      -74-
<PAGE>
<TABLE>


<CAPTION>

                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2005

                                                                          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)            2003        -           -           -           -            -             -           -
                        2004        -           -           -           -            -             -           -
                        2005        -           -           -           -            -             -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2003     $79,038        -           -           -            -             -           -
                        2004     $84,685        -           -           -            -             -           -
                        2005     $86,900        -           -           -            -             -           -

----------
(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>



                                      -75-
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2005

                                                                            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)            2003         -          -           -            -             -             -         -
                        2004         -          -           -            -             -             -         -
                        2005         -          -           -            -             -             -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2003     $139,716       -           -            -             -             -         -
                        2004     $149,698       -           -            -             -             -         -
                        2005     $153,613       -           -            -             -             -         -

----------
(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>



                                      -76-
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2005

                                                                           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)            2003       -           -           -            -             -            -           -
                        2004       -           -           -            -             -            -           -
                        2005       -           -           -            -             -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2003    $74,850        -           -            -             -            -           -
                        2004    $80,198        -           -            -             -            -           -
                        2005    $82,296        -           -            -             -            -           -

----------
(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>



                                      -77-
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2005

                                                                          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)            2003        -          -           -          -             -              -           -
                        2004        -          -           -          -             -              -           -
                        2005        -          -           -          -             -              -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2003    $238,971       -           -          -             -              -           -
                        2004    $256,045       -           -          -             -              -           -
                        2005    $262,741       -           -          -             -              -           -

----------
(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>



                                      -78-
<PAGE>
<TABLE>
<CAPTION>



                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2005

                                                                          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)            2003        -          -           -            -            -             -           -
                        2004        -          -           -            -            -             -           -
                        2005        -          -           -            -            -             -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2003    $126,539       -           -            -            -             -           -
                        2004    $135,580       -           -            -            -             -           -
                        2005    $139,126       -           -            -            -             -           -

----------
(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>





                                      -79-
<PAGE>




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

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


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Units as of 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                             66,383  (25.2%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   66,383  (25.2%)



                                      -80-
<PAGE>



III-B Partnership:
-----------------
   Samson Resources Company                             33,507  (24.2%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   33,507  (24.2%)

III-C Partnership:
-----------------
   Samson Resources Company                             68,804  (28.1%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   68,804  (28.1%)

III-D Partnership:
-----------------
   Samson Resources Company                             37,728  (28.8%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   37,728  (28.8%)

III-E Partnership:
-----------------
   Samson Resources Company                            124,864  (29.9%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  124,864  (29.9%)

III-F Partnership:
-----------------
   Samson Resources Company                             69,103  (31.2%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   69,103  (31.2%)


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The General  Partner and certain of its  affiliates  engage in oil and gas
activities  independently  of the  Partnerships  which  result in  conflicts  of
interest that cannot be totally  eliminated.  The allocation of acquisition  and
drilling  opportunities and the nature of the compensation  arrangements between
the Partnerships and the General Partner also create



                                      -81-
<PAGE>



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.



                                      -82-
<PAGE>


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

      During 2005 and 2004, each Partnership paid the following audit fees:

                                                  2005        2004
                                                -------     -------
      Year-end audit per engagement letter      $23,716     $21,560
      1st quarter 10-Q review                       925         825
      2nd quarter 10-Q review                       917         825
      3rd quarter 10-Q review                       917         825


      Audit-Related Fees

      During 2005 and 2004 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 2005 and 2004 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  2005 and 2004 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.


      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'  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 auditors'
independence.


                                      -83-
<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, 2005 and 2004 and for each of the three years in
            the period ended December 31, 2005 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.




                                      -84-
<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



                                      -85-
<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.

 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.

 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



                                      -86-
<PAGE>



            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.

 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



                                      -87-
<PAGE>



            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.

 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



                                      -88-
<PAGE>



            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.

 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



                                      -89-
<PAGE>



            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.

 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,  2990 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



                                      -90-
<PAGE>



            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.

 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



                                      -91-
<PAGE>



            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.

 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



                                      -92-
<PAGE>



            for the  Geodyne  Energy  Income  Limited  Partnership  III-F  dated
            October 27, 2005.

*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.

*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.



                                      -93-
<PAGE>



*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.

*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.






                                      -94-
<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

                                      March 29, 2006

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

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

By:   //s//Dennis R. Neill      President and            March 29, 2006
      --------------------      Director (Principal
        Dennis R. Neill         Executive Officer)

      //s//Craig D. Loseke      Chief Accounting         March 29, 2006
      --------------------      Officer (Principal
        Craig D. Loseke         Accounting and
                                Financial Officer)

      //s//Judy K. Fox          Secretary                March 29, 2006
      --------------------
          Judy K. Fox





                                      -95-
<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, 2005 and 2004, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2005,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with 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 1 of Notes to the  Financial  Statements  under the
heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP








Tulsa, Oklahoma
March 29, 2006




                                      F-1
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                                Balance Sheets
                          December 31, 2005 and 2004

                                    ASSETS
                                    ------
                                              2005                2004
                                          ------------        ------------
CURRENT ASSETS:
   Cash and cash equivalents               $1,209,317          $1,038,719
   Accounts receivable:
      Oil and gas sales                       831,772             588,829
                                            ---------           ---------
         Total current assets              $2,041,089          $1,627,548

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             775,391             761,804

DEFERRED CHARGE                               190,240             187,958
                                            ---------           ---------
                                           $3,006,720          $2,577,310
                                            =========           =========

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

CURRENT LIABILITIES:
   Accounts payable                        $  126,411          $   84,554
   Gas imbalance payable                       17,660              26,709
   Asset retirement obligation -
      current (Note 1)                         14,606              18,336
                                            ---------           ---------
         Total current liabilities         $  158,677          $  129,599

LONG-TERM LIABILITIES:
   Accrued liability                       $   27,120          $   28,718
   Asset retirement obligation
      (Note 1)                                270,650              96,619
                                            ---------           ---------
         Total long-term liabilities       $  297,770          $  125,337

PARTNERS' CAPITAL (DEFICIT):
   General Partner                        ($   59,217)        ($   88,506)
   Limited Partners, issued and
      outstanding, 263,976 Units            2,609,490           2,410,880
                                            ---------           ---------
         Total Partners' capital           $2,550,273          $2,322,374
                                            ---------           ---------
                                           $3,006,720          $2,577,310
                                            =========           =========

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




                                      F-2
<PAGE>



                   GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                              Statements of Operations
                For the Years Ended December 31, 2005, 2004, and 2003

                                      2005             2004            2003
                                   ----------       ----------     ------------
REVENUES:
   Oil and gas sales               $4,745,968       $4,137,900      $4,039,307
   Interest income                     19,441            6,549           5,800
   Gain on sale of oil
      and gas properties                 -               1,399            -
                                    ---------        ---------       ---------
                                   $4,765,409       $4,145,848      $4,045,107

COSTS AND EXPENSES:
   Lease operating                 $  699,570       $  504,320      $  527,306
   Production tax                     416,670          330,438         309,211
   Depreciation, depletion,
      and amortization of oil
      and gas properties              173,536          165,482         186,388
   General and administrative         319,762          313,621         315,566
                                    ---------        ---------       ---------
                                   $1,609,538       $1,313,861      $1,338,471
                                    ---------        ---------       ---------

INCOME BEFORE CUMULATIVE
   EFFECT OF ACCOUNTING
   CHANGE                          $3,155,871       $2,831,987      $2,706,636

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                           -                -        (       673)
                                    ---------        ---------       ---------
NET INCOME                         $3,155,871       $2,831,987      $2,705,963
                                    =========        =========       =========
GENERAL PARTNER - NET
   INCOME                          $  329,261       $  297,437      $  286,852
                                    =========        =========       =========
LIMITED PARTNERS - NET
   INCOME                          $2,826,610       $2,534,550      $2,419,111
                                    =========        =========       =========
NET INCOME per Unit                $    10.71       $     9.60      $     9.16
                                    =========        =========       =========
UNITS OUTSTANDING                     263,976          263,976         263,976
                                    =========        =========       =========


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




                                      F-3
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2005, 2004, and 2003

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

Balance, Dec. 31, 2002         $2,405,219      ($ 87,091)      $2,318,128
   Net income                   2,419,111        286,852        2,705,963
   Cash distributions         ( 2,611,000)     ( 303,858)     ( 2,914,858)
                                ---------        -------        ---------

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
                                =========        =======        =========

























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





                                      F-4
<PAGE>



                   GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                              Statements of Cash Flows
                For the Years Ended December 31, 2005, 2004, and 2003

                                       2005            2004            2003
                                   ------------    ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $3,155,871      $2,831,987      $2,705,963
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Cumulative effect of change
        in accounting for asset
        retirement obligations
        (Note 1)                          -               -                673
      Depreciation, depletion,
        and amortization of oil
        and gas properties             173,536         165,482         186,388
      Settlement of asset
        retirement obligation             -        (       165)           -
      Gain on sale of oil and
        gas properties                    -        (     1,399)           -
      Decrease in accounts
        receivable - related
        party                             -               -                 10
      (Increase) decrease in
        accounts receivable -
        oil and gas sales          (   242,943)    (    79,554)        107,912
      (Increase) decrease in
        deferred charge            (     2,282)          7,691          65,187
      Increase (decrease) in
        accounts payable                43,321     (     2,055)    (     9,631)
      Increase (decrease) in
        gas imbalance payable      (     9,049)          4,420     (     5,182)
      Increase (decrease) in
        accrued liability          (     1,598)    (     5,328)            875
                                     ---------       ---------       ---------

   Net cash provided by
      operating activities          $3,116,856      $2,921,079      $3,052,195
                                     ---------       ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   18,286)    ($   68,482)    ($   53,311)
   Proceeds from sale of oil
      and gas properties                  -                375           1,902
                                     ---------       ---------       ---------

   Net cash used by
      investing activities         ($   18,286)    ($   68,107)    ($   51,409)
                                     ---------       ---------       ---------



                                      F-5
<PAGE>






CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($2,927,972)    ($2,618,846)    ($2,914,858)
                                     ---------       ---------       ---------

   Net cash used by
      financing activities         ($2,927,972)    ($2,618,846)    ($2,914,858)
                                     ---------       ---------       ---------

NET INCREASE IN CASH AND
   CASH EQUIVALENTS                 $  170,598      $  234,126      $   85,928

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           $1,038,719         804,593         718,665
                                     ---------       ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $1,209,317      $1,038,719      $  804,593
                                     =========       =========       =========




























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




                                      F-6
<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, 2005 and 2004, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2005,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with 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 1 of Notes to the  Financial  Statements  under the
heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 29, 2006




                                      F-7
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                                Balance Sheets
                          December 31, 2005 and 2004

                                    ASSETS
                                    ------
                                                2005              2004
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  604,086        $  556,249
   Accounts receivable:
      Oil and gas sales                         433,785           300,554
                                              ---------         ---------
         Total current assets                $1,037,871        $  856,803

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                               414,293           402,168

DEFERRED CHARGE                                 125,644           120,451
                                              ---------         ---------
                                             $1,577,808        $1,379,422
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $   76,295        $   55,739
   Gas imbalance payable                          9,707            14,760
   Asset retirement obligation -
      current (Note 1)                            9,255            31,869
                                              ---------         ---------
         Total current liabilities           $   95,257        $  102,368

LONG-TERM LIABILITIES:
   Accrued liability                         $    9,664        $    9,828
   Asset retirement obligation
      (Note 1)                                  175,358            47,996
                                              ---------         ---------
         Total long-term liabilities         $  185,022        $   57,824

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($   35,041)      ($   58,429)
   Limited Partners, issued and
      outstanding, 138,336 Units              1,332,570         1,277,659
                                              ---------         ---------
         Total Partners' capital             $1,297,529        $1,219,230
                                              ---------         ---------
                                             $1,577,808        $1,379,422
                                              =========         =========

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




                                      F-8
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           Statements of Operations
             For the Years Ended December 31, 2005, 2004, and 2003

                                       2005             2004            2003
                                    ----------       ----------     ------------
REVENUES:
   Oil and gas sales                $2,488,197       $2,130,453      $2,207,562
   Interest income                       9,610            3,114           2,971
                                     ---------        ---------       ---------
                                    $2,497,807       $2,133,567      $2,210,533

COSTS AND EXPENSES:
   Lease operating                  $  421,904       $  309,872      $  334,283
   Production tax                      232,374          176,618         174,948
   Depreciation, depletion,
      and amortization of oil
      and gas properties                95,525           97,836         126,318
   General and administrative          182,306          175,518         175,515
                                     ---------        ---------       ---------
                                    $  932,109       $  759,844      $  811,064
                                     ---------        ---------       ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $1,565,698       $1,373,723      $1,399,469

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                            -                -        (       586)
                                     ---------        ---------       ---------
NET INCOME                          $1,565,698       $1,373,723      $1,398,883
                                     =========        =========       =========
GENERAL PARTNER - NET
   INCOME                           $  246,787       $  219,288      $  227,153
                                     =========        =========       =========
LIMITED PARTNERS - NET
   INCOME                           $1,318,911       $1,154,435      $1,171,730
                                     =========        =========       =========

NET INCOME per Unit                 $     9.53       $     8.35      $     8.47
                                     =========        =========       =========

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



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




                                      F-9
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2005, 2004, and 2003


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

Balance, Dec. 31, 2002           $1,357,494     ($ 48,554)     $1,308,940
   Net income                     1,171,730       227,153       1,398,883
   Cash distributions           ( 1,351,000)    ( 247,527)    ( 1,598,527)
                                  ---------       -------       ---------

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
                                  =========       =======       =========
























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





                                      F-10
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2005, 2004, and 2003

                                        2005            2004            2003
                                    ------------    ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,565,698      $1,373,723      $1,398,883
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Cumulative effect of change
        in accounting for asset
        retirement obligations
        (Note 1)                           -               -                586
      Depreciation, depletion,
        and amortization of oil
        and gas properties               95,525          97,836         126,318
      Settlement of asset
        retirement obligation              -        (       701)           -
      Decrease in accounts
        receivable - related
        party                              -               -                  7
      (Increase) decrease in
        accounts receivable -
        oil and gas sales           (   133,231)    (    26,258)         72,368
      (Increase) decrease in
        deferred charge             (     5,193)          7,966          55,865
      Increase (decrease) in
        accounts payable                 20,909     (     2,383)    (     4,784)
      Increase (decrease) in
        gas imbalance payable       (     5,053)          3,049     (       685)
      Increase (decrease) in
        accrued liability           (       164)    (     3,918)          1,228
                                      ---------       ---------       ---------

   Net cash provided by
      operating activities           $1,538,491      $1,449,314      $1,649,786
                                      ---------       ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($    3,255)    ($   46,547)    ($   32,726)
   Proceeds from sale of oil
      and gas properties                   -               -                984
                                      ---------       ---------       ---------

   Net cash used by
      investing activities          ($    3,255)    ($   46,547)    ($   31,742)
                                      ---------       ---------       ---------



                                      F-11
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,487,399)    ($1,263,789)    ($1,598,527)
                                      ---------       ---------       ---------

   Net cash used by
      financing activities          ($1,487,399)    ($1,263,789)    ($1,598,527)
                                      ---------       ---------       ---------

NET INCREASE IN CASH AND
   CASH EQUIVALENTS                  $   47,837      $  138,978      $   19,517

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               556,249         417,271         397,754
                                      ---------       ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  604,086      $  556,249      $  417,271
                                      =========       =========       =========































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





                                      F-12
<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, 2005 and 2004, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2005,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with 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 1 of Notes to the  Financial  Statements  under the
heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.










                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 29, 2006




                                      F-13
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                                Balance Sheets
                          December 31, 2005 and 2004

                                    ASSETS
                                    ------

                                                2005              2004
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $1,013,378        $  682,792
   Accounts receivable:
      Oil and gas sales                         884,091           583,009
                                              ---------         ---------
         Total current assets                $1,897,469        $1,265,801

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             1,544,711         1,475,924

DEFERRED CHARGE                                  62,603            48,684
                                              ---------         ---------
                                             $3,504,783        $2,790,409
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $  263,892        $  123,591
   Gas imbalance payable                         76,928            83,181
   Asset retirement obligation -
      current (Note 1)                           19,679            38,950
                                              ---------         ---------
         Total current liabilities           $  360,499        $  245,722

LONG-TERM LIABILITIES:
   Accrued liability                         $  124,681        $  170,532
   Asset retirement obligation
      (Note 1)                                  355,551           165,722
                                              ---------         ---------
         Total long-term liabilities         $  480,232        $  336,254

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  105,515)      ($  136,932)
   Limited Partners, issued and
      outstanding, 244,536 Units              2,769,567         2,345,365
                                              ---------         ---------
         Total Partners' capital             $2,664,052        $2,208,433
                                              ---------         ---------
                                             $3,504,783        $2,790,409
                                              =========         =========

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



                                      F-14
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                                 Statements of Operations
                   For the Years Ended December 31, 2005, 2004, and 2003

                                      2005              2004             2003
                                   ----------       ------------      ----------
REVENUES:
   Oil and gas sales               $4,234,809        $3,334,518       $3,601,398
   Interest income                     17,355             5,295            4,707
   Gain (loss) on sale of oil
       and gas properties                -          (       891)          16,854
   Other income                         2,541              -                -
                                    ---------         ---------        ---------
                                   $4,254,705        $3,338,922       $3,622,959
COSTS AND EXPENSES:
   Lease operating                 $  679,289        $  625,598       $  617,922
   Production tax                     285,154           234,264          250,353
   Depreciation, depletion,
      and amortization of oil
      and gas properties              229,070           442,183          204,186
   General and administrative         297,767           291,575          293,086
                                    ---------         ---------        ---------
                                   $1,491,280        $1,593,620       $1,365,547
                                    ---------         ---------        ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE            $2,763,425        $1,745,302       $2,257,412

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                           -                 -               2,317
                                    ---------         ---------        ---------
NET INCOME                         $2,763,425        $1,745,302       $2,259,729
                                    =========         =========        =========
GENERAL PARTNER -
   NET INCOME                      $  295,223        $  213,797       $  243,670
                                    =========         =========        =========
LIMITED PARTNERS -
   NET INCOME                      $2,468,202        $1,531,505       $2,016,059
                                    =========         =========        =========

NET INCOME per Unit                $    10.09        $     6.26       $     8.24
                                    =========         =========        =========

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


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




                                      F-15
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2005, 2004, and 2003


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

Balance, Dec. 31, 2002         $2,517,801       ($150,636)     $2,367,165
   Net income                   2,016,059         243,670       2,259,729
   Cash distributions         ( 1,991,000)      ( 246,514)    ( 2,237,514)
                                ---------         -------       ---------

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
                                =========         =======       =========
























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





                                      F-16
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2005, 2004, and 2003

                                        2005            2004           2003
                                    ------------    ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $2,763,425      $1,745,302     $2,259,729
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Cumulative effect of change
        in accounting for asset
        retirement obligations
        (Note 1)                           -               -       (     2,317)
      Depreciation, depletion,
        and amortization of oil
        and gas properties              229,070         442,183        204,186
      (Gain) loss on sale of oil
        and gas properties                 -                891    (    16,854)
      Settlement of asset
        retirement obligation              -        (       131)          -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales           (   301,082)    (   136,151)        71,516
      (Increase) decrease in
        deferred charge             (    13,919)          4,533          4,650
      Increase (decrease) in
        accounts payable                118,382          15,711    (    66,036)
      Increase (decrease) in
        gas imbalance payable       (     6,253)         44,994    (     5,736)
      Increase (decrease) in
        accrued liability           (    45,851)    (    32,226)         6,591
                                      ---------       ---------      ---------

   Net cash provided by
      operating activities           $2,743,772      $2,085,106     $2,455,729
                                      ---------       ---------      ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  105,380)    ($  187,506)   ($   21,609)
   Proceeds from sale of oil
      and gas properties                   -               -            34,411
                                      ---------       ---------      ---------

   Net cash provided (used)
      by investing activities       ($  105,380)    ($  187,506)    $   12,802
                                      ---------       ---------      ---------



                                      F-17
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($2,307,806)    ($1,926,249)   ($2,237,514)
                                      ---------       ---------      ---------

   Net cash used by
      financing activities          ($2,307,806)    ($1,926,249)   ($2,237,514)
                                      ---------       ---------      ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $  330,586     ($   28,649)    $  231,017

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               682,792         711,441        480,424
                                      ---------       ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $1,013,378      $  682,792     $  711,441
                                      =========       =========      =========































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





                                      F-18
<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, 2005 and 2004, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2005,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with 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 1 of Notes to the  Financial  Statements  under the
heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.








                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 29, 2006




                                      F-19
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                                Balance Sheets
                          December 31, 2005 and 2004

                                    ASSETS
                                    ------

                                                 2005              2004
                                             ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $  547,247        $  432,834
   Accounts receivable:
      Oil and gas sales                          527,187           340,185
                                               ---------         ---------
         Total current assets                 $1,074,434        $  773,019

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                                651,461           589,161

DEFERRED CHARGE                                   15,342             8,429
                                               ---------         ---------
                                              $1,741,237        $1,370,609
                                               =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                           $  155,178        $  131,321
   Gas imbalance payable                          42,943            41,607
   Asset retirement obligation -
      current (Note 1)                            17,420            11,975
                                               ---------         ---------
         Total current liabilities            $  215,541        $  184,903

LONG-TERM LIABILITIES:
   Accrued liability                          $  153,747        $  191,685
   Asset retirement obligation
      (Note 1)                                   186,678            97,207
                                               ---------         ---------
         Total long-term liabilities          $  340,425        $  288,892

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   29,279)      ($   55,158)
   Limited Partners, issued and
      outstanding, 131,008 Units               1,214,550           951,972
                                               ---------         ---------
         Total Partners' capital              $1,185,271        $  896,814
                                               ---------         ---------
                                              $1,741,237        $1,370,609
                                               =========         =========

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



                                      F-20
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                                 Statements of Operations
                   For the Years Ended December 31, 2005, 2004, and 2003

                                          2005           2004          2003
                                       ----------    ------------   ----------
REVENUES:
   Oil and gas sales                   $2,468,778     $1,894,897    $2,114,596
   Interest income                          9,619          3,313         2,723
   Gain (loss) on sale of
      oil and gas properties                 -       (       128)       10,701
   Other income                               364           -             -
                                        ---------      ---------     ---------
                                       $2,478,761     $1,898,082    $2,128,020
COSTS AND EXPENSES:
   Lease operating                     $  430,119     $  361,742    $  381,051
   Production tax                         166,085        132,611       147,379
   Depreciation, depletion,
      and amortization of oil
      and gas properties                  118,445         96,020        97,024
   General and administrative             173,805        171,351       167,388
                                        ---------      ---------     ---------
                                       $  888,454     $  761,724    $  792,842
                                        ---------      ---------     ---------


INCOME FROM CONTINUING OPERATIONS      $1,590,307     $1,136,358    $1,335,178
                                        ---------      ---------     ---------

   Income (loss) from discontinued
      operations (Note 6)                    -       (    96,495)      111,356

   Gain on disposal of discontinued
      operations (Note 6)                    -            10,368          -
                                        ---------      ---------     ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                $1,590,307     $1,050,231    $1,446,534

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                               -              -            2,875
                                        ---------      ---------     ---------

NET INCOME                             $1,590,307     $1,050,231    $1,449,409
                                        =========      =========     =========



                                      F-21
<PAGE>




GENERAL PARTNER - NET
   INCOME                              $  168,729     $  113,587    $  155,435
                                        =========      =========     =========
LIMITED PARTNERS - NET
   INCOME                              $1,421,578     $  936,644    $1,293,974
                                        =========      =========     =========

NET INCOME per Unit                    $    10.85     $     7.15    $     9.88
                                        =========      =========     =========

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




































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




                                      F-22
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2005, 2004, and 2003


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

Balance, Dec. 31, 2002         $1,086,354       ($ 50,949)      $1,035,405
   Net income                   1,293,974         155,435        1,449,409
   Cash distributions         ( 1,251,000)      ( 152,047)     ( 1,403,047)
                                ---------         -------        ---------

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
                                =========         =======        =========
























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





                                      F-23
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2005, 2004, and 2003

                                         2005           2004            2003
                                     ------------   ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $1,590,307     $1,050,231      $1,449,409
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Cumulative effect of change
        in accounting for asset
        retirement obligations
        (Note 1)                            -              -        (     2,875)
      Depreciation, depletion,
        and amortization of oil
        and gas properties               118,445         98,838         122,507
      (Gain) loss on sale of
        oil and gas properties              -               128     (    10,701)
      Gain on disposal of
        discontinued operations
        (Note 6)                            -       (    10,368)           -
      Settlement of asset
        retirement obligation               -       (        17)           -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales            (   187,002)   (       719)         46,558
      (Increase) decrease in
        deferred charge              (     6,913)         1,523             997
      Increase (decrease) in
        accounts payable             (    16,403)        45,198     (    88,096)
      Increase in gas
        imbalance payable                  1,336         36,418           5,189
      Decrease in accrued
        liability                    (    37,938)   (    55,619)    (     4,494)
                                       ---------      ---------       ---------
   Net cash provided by
      operating activities            $1,461,832     $1,165,613      $1,518,494
                                       ---------      ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   45,569)   ($   24,743)    ($    6,141)
   Proceeds from sale of oil
      and gas properties                    -              -             23,232
   Proceeds from disposal of
      discontinued operations
      (Note 6)                              -            88,586            -
                                       ---------      ---------       ---------



                                      F-24
<PAGE>



   Net cash provided (used)
      by investing activities        ($   45,569)    $   63,843      $   17,091
                                       ---------      ---------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($1,301,850)   ($1,235,184)    ($1,403,047)
                                       ---------      ---------       ---------

   Net cash used by
      financing activities           ($1,301,850)   ($1,235,184)    ($1,403,047)
                                       ---------      ---------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS          $  114,413    ($    5,728)     $  132,538

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                432,834        438,562         306,024
                                       ---------      ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $  547,247     $  432,834      $  438,562
                                       =========      =========        =========




























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





                                      F-25
<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, 2005 and 2004, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2005,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with 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 1 of Notes to the  Financial  Statements  under the
heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP










Tulsa, Oklahoma
March 29, 2006




                                      F-26
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                Balance Sheets
                          December 31, 2005 and 2004

                                    ASSETS
                                    ------

                                                2005              2004
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $1,460,559        $1,413,497
   Accounts receivable:
      Oil and gas sales                       1,272,925           849,754
                                              ---------         ---------
         Total current assets                $2,733,484        $2,263,251

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             1,981,508         1,942,054

DEFERRED CHARGE                                  40,254            48,978
                                              ---------         ---------
                                             $4,755,246        $4,254,283
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $  324,885        $  768,152
   Gas imbalance payable                         16,538             5,643
   Asset retirement obligation -
      current (Note 1)                           23,971            28,411
                                              ---------         ---------
         Total current liabilities           $  365,394        $  802,206

LONG-TERM LIABILITIES:
   Accrued liability                         $  254,420        $  301,594
   Asset retirement obligation
      (Note 1)                                  413,791           188,764
                                              ---------         ---------
         Total long-term liabilities         $  668,211        $  490,358

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  197,010)      ($  316,058)
   Limited Partners, issued and
      outstanding, 418,266 Units              3,918,651         3,277,777
                                              ---------         ---------
         Total Partners' capital             $3,721,641        $2,961,719
                                              ---------         ---------
                                             $4,755,246        $4,254,283
                                              =========         =========

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



                                      F-27
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                 Statements of Operations
                   For the Years Ended December 31, 2005, 2004, and 2003

                                       2005            2004             2003
                                    ----------     ------------      ----------
REVENUES:
   Oil and gas sales                $6,027,303      $4,633,713       $4,472,543
   Interest income                      24,217          10,677            5,786
   Gain on sale of
      oil and gas properties              -               -              76,301
                                     ---------       ---------        ---------
                                    $6,051,520      $4,644,390       $4,554,630

COSTS AND EXPENSES:
   Lease operating                  $1,108,841      $  994,188       $1,047,478
   Production tax                      409,955         365,443          278,317
   Depreciation, depletion,
      and amortization of oil
      and gas properties               339,544         196,510          221,181
   General and administrative          489,834         488,702          487,927
                                     ---------       ---------        ---------
                                    $2,348,174      $2,044,843       $2,034,903
                                     ---------       ---------        ---------

INCOME FROM CONTINUING
   OPERATIONS                       $3,703,346      $2,599,547       $2,519,727
                                     ---------       ---------        ---------
   Income (loss) from
      discontinued operations
      (Note 6)                            -        (   687,645)         785,456

   Gain on disposal of
      discontinued operations
      (Note 6)                            -             88,757             -
                                     ---------       ---------        ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $3,703,346      $2,000,659       $3,305,183

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                            -               -               2,725
                                     ---------       ---------        ---------

NET INCOME                          $3,703,346      $2,000,659       $3,307,908
                                     =========       =========        =========



                                      F-28
<PAGE>




GENERAL PARTNER - NET
   INCOME                           $  398,472      $  218,415       $  367,060
                                     =========       =========        =========
LIMITED PARTNERS - NET
   INCOME                           $3,304,874      $1,782,244       $2,940,848
                                     =========       =========        =========

NET INCOME per Unit                 $     7.90      $     4.26       $     7.03
                                     =========       =========        =========

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



































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





                                      F-29
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2005, 2004, and 2003


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

Balance, Dec. 31, 2002          $3,492,685      ($250,684)      $3,242,001
   Net income                    2,940,848        367,060        3,307,908
   Cash distributions          ( 2,131,000)     ( 293,610)     ( 2,424,610)
                                 ---------        -------        ---------

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
                                 =========        =======        =========
























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



                                      F-30
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2005, 2004, and 2003

                                         2005            2004          2003
                                     ------------    ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $3,703,346      $2,000,659    $3,307,908
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Cumulative effect of change
        in accounting for asset
        retirement obligations
        (Note 1)                            -               -      (     2,725)
      Depreciation, depletion,
        and amortization of oil
        and gas properties               339,544         215,745       412,149
      Gain on sale of oil and
        gas properties                      -               -      (    76,301)
      Gain on disposal of
        discontinued operations
        (Note 6)                            -        (    88,757)         -
      Settlement of asset
        retirement obligation        (       345)    (       319)  (     1,848)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales            (   423,171)        237,935   (   162,862)
      Decrease in deferred charge          8,724             718        19,480
      Increase (decrease) in
        accounts payable             (   500,913)        342,489   (   331,565)
      Decrease in accrued
        liability - other                   -               -      (   122,289)
      Increase in gas imbalance
        payable                           10,895           2,907          -
      Increase (decrease) in
        accrued liability            (    47,174)    (    41,237)       14,199
                                       ---------       ---------     ---------

   Net cash provided by
      operating activities            $3,090,906      $2,670,140    $3,056,146
                                       ---------       ---------     ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($  100,420)    ($  237,849)  ($   21,436)
   Proceeds from sale of oil
      and gas properties                    -               -          101,704
   Proceeds from disposal of
      discontinued operations
      (Note 6)                              -            632,221          -
                                       ---------       ---------     ---------



                                      F-31
<PAGE>



   Net cash provided (used)
      by investing activities        ($  100,420)     $  394,372    $   80,268
                                       ---------       ---------     ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($2,943,424)    ($3,164,239)  ($2,424,610)
                                       ---------       ---------     ---------

   Net cash used by
      financing activities           ($2,943,424)    ($3,164,239)  ($2,424,610)
                                       ---------       ---------     ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS          $   47,062     ($   99,727)   $  711,804

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              1,413,497       1,513,224       801,420
                                       ---------       ---------     ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $1,460,559      $1,413,497    $1,513,224
                                       =========       =========     =========




























              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-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, 2005 and 2004, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2005,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with 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 1 of Notes to the  Financial  Statements  under the
heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP










Tulsa, Oklahoma
March 29, 2006




                                      F-33
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                Balance Sheets
                          December 31, 2005 and 2004

                                    ASSETS
                                    ------
                                                2005              2004
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $1,062,866        $  696,460
   Accounts receivable:
      Oil and gas sales                         797,469           548,005
                                              ---------         ---------
         Total current assets                $1,860,335        $1,244,465

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             1,680,470         1,727,931

DEFERRED CHARGE                                  17,132            21,947
                                              ---------         ---------
                                             $3,557,937        $2,994,343
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $  176,398        $   92,446
   Gas imbalance payable                         13,857             4,721
   Asset retirement obligation -
      current (Note 1)                            1,948             8,552
                                              ---------         ---------
         Total current liabilities           $  192,203        $  105,719

LONG-TERM LIABILITIES:
   Accrued liability                         $   84,584        $  105,877
   Asset retirement obligation
      (Note 1)                                  276,256           141,647
                                              ---------         ---------
         Total long-term liabilities         $  360,840        $  247,524

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  126,897)      ($  142,055)
   Limited Partners, issued and
      outstanding, 221,484 Units              3,131,791         2,783,155
                                              ---------         ---------
         Total Partners' capital             $3,004,894        $2,641,100
                                              ---------         ---------
                                             $3,557,937        $2,994,343
                                              =========         =========

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



                                      F-34
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                 Statements of Operations
                   For the Years Ended December 31, 2005, 2004, and 2003

                                      2005             2004              2003
                                   ----------       ----------        ----------
REVENUES:
   Oil and gas sales               $3,867,955       $2,941,732        $2,479,778
   Interest income                     15,044            3,841             2,295
                                    ---------        ---------         ---------
                                   $3,882,999       $2,945,573        $2,482,073

COSTS AND EXPENSES:
   Lease operating                 $  629,921       $  569,410        $  615,422
   Production tax                     207,776          157,277           139,080
   Depreciation, depletion,
      and amortization of oil
      and gas properties              207,776          161,752           215,975
   General and administrative         273,110          266,912           267,876
                                    ---------        ---------         ---------
                                   $1,318,583       $1,155,351        $1,238,353
                                    ---------        ---------         ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE            $2,564,416       $1,790,222        $1,243,720

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                           -                -                3,712
                                    ---------        ---------         ---------

NET INCOME                         $2,564,416       $1,790,222        $1,247,432
                                    =========        =========         =========
GENERAL PARTNER - NET
   INCOME                          $  135,780       $   95,789        $   70,747
                                    =========        =========         =========
LIMITED PARTNERS - NET
   INCOME                          $2,428,636       $1,694,433        $1,176,685
                                    =========        =========         =========

NET INCOME per Unit                $    10.97       $     7.65        $     5.31
                                    =========        =========         =========

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


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




                                      F-35
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2005, 2004, and 2003


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

Balance, Dec. 31, 2002        $2,245,037       ($159,621)      $2,085,416
   Net income                  1,176,685          70,747        1,247,432
   Cash distributions        ( 1,047,000)      (  67,482)     ( 1,114,482)
                               ---------         -------        ---------

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
                               =========         =======        =========
























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





                                      F-36
<PAGE>




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2005, 2004, and 2003

                                         2005            2004           2003
                                     ------------    ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $2,564,416      $1,790,222     $1,247,432
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Cumulative effect of change
        in accounting for asset
        retirement obligations
        (Note 1)                            -               -       (     3,712)
      Depreciation, depletion,
        and amortization of oil
        and gas properties               207,776         161,752        215,975
      Settlement of asset
        retirement obligation               -               -       (       903)
      Increase in accounts
        receivable - oil and
        gas sales                    (   249,464)    (   195,540)   (     4,165)
      Decrease in deferred charge          4,815             290          7,709
      Increase (decrease) in
        accounts payable                  84,991     (    12,362)   (    21,845)
      Decrease in accrued
        liability - other                   -               -       (   102,690)
      Increase in gas
        imbalance payable                  9,136           2,426           -
      Increase (decrease) in
        accrued liability            (    21,293)    (    25,891)        13,763
                                       ---------       ---------      ---------

   Net cash provided by
      operating activities            $2,600,377      $1,720,897     $1,351,564
                                       ---------       ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   33,349)    ($  180,521)   ($   16,762)
   Proceeds from sale of oil
      and gas properties                    -              1,654         17,010
                                       ---------       ---------      ---------

   Net cash provided (used)
      by investing activities        ($   33,349)    ($  178,867)    $      248
                                       ---------       ---------      ---------



                                      F-37
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($2,200,622)    ($1,367,488)   ($1,114,482)
                                       ---------       ---------      ---------

   Net cash used by
      financing activities           ($2,200,622)    ($1,367,488)   ($1,114,482)
                                       ---------       ---------      ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS               $  366,406      $  174,542     $  237,330

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                696,460         521,918        284,588
                                       ---------       ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $1,062,866      $  696,460     $  521,918
                                       =========       =========      =========
































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




                                      F-38
<PAGE>



            GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                         Notes to Financial Statements
             For the Years Ended December 31, 2005, 2004, and 2003

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. As
of the date of this Annual  Report on Form 10-K ("Annual  Report"),  the General
Partner  has  extended  the term of the  Partnerships  for the fourth  extension
period.  Therefore, the Partnerships are currently scheduled to terminate on the
dates indicated in the "Current Termination Date" column of the following chart.

                     Initial           Extensions          Current
Partnership     Termination Date       Exercised      Termination Date
-----------    ------------------      ---------      ------------------
   III-A       November 22, 1999           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-39
<PAGE>



      The General Partner has not determined  whether it will further extend the
term of any Partnership.

      An affiliate of the General  Partner owned the following Units at December
31, 2005:

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

               III-A                66,383               25.2%
               III-B                33,507               24.2%
               III-C                68,554               28.0%
               III-D                37,728               28.8%
               III-E               124,534               29.8%
               III-F                68,853               31.1%

      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.


      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-40
<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-41
<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             Not Paid Out(1)                   5%/95%

-----------------
(1)   The III-F  Partnership  achieved  payout during the first quarter of 2006.
      After payout,  operations and revenues for the III-F  Partnership  will be
      allocated  using  after  payout  percentages.   After  payout  percentages
      allocate  operating income and expenses 10% to the General Partner and 90%
      to the Limited Partners.


      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.




                                      F-42
<PAGE>



      Depletion of the costs of producing oil and gas  properties,  amortization
of related  intangible  drilling and  development  costs,  and  depreciation  of
tangible  lease  and well  equipment  are  computed  on the  units-of-production
method.   The  Partnerships'   calculation  of  depreciation,   depletion,   and
amortization  includes  estimated  dismantlement  and abandonment  costs, net of
estimated salvage values. The depreciation,  depletion,  and amortization rates,
which  include  accretion of the asset  retirement  obligation,  per  equivalent
barrel of oil produced during the years ended December 31, 2005,  2004, and 2003
were as follows:


            Partnership       2005        2004        2003(1)
            -----------       -----       -----       -------

               III-A          $1.78       $1.45        $1.42
               III-B           1.90        1.71         1.76
               III-C           2.40        4.38         1.63
               III-D           2.09        1.68         1.28
               III-E           2.48        1.37         1.36
               III-F           2.51        1.83         2.41

----------------
(1)   The amounts  for the III-D and III-E  Partnerships  have been  restated to
      reflect the sale of the Jay Field during 2004 as a discontinued operation.
      See Note 6 for more information about this discontinued operation.


      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. When less
than complete  units of  depreciable  property are retired or sold, the proceeds
are credited to oil and gas properties.

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their proved oil and gas properties at the field level. If the unamortized costs
of oil and gas properties within a field exceed the expected undiscounted future
cash flows from such  properties,  the cost of the properties is written down to
fair value,  which is determined by using the discounted  future cash flows from
the  properties.  No impairment  provisions  were  recorded by the  Partnerships
during the three years ended December 31, 2005.  The risk that the  Partnerships
will be required to record impairment  provisions in the future increases as oil
and gas prices decrease.


      Deferred Charge

      Deferred Charge  represents  costs deferred for lease  operating  expenses
incurred in connection with the Partnerships'



                                      F-43
<PAGE>



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,
2005 and 2004,  cumulative total gas sales volumes for underproduced  wells were
less than the  Partnerships'  pro-rata share of total gas production  from these
wells by the following amounts:

                                2005                       2004
                        --------------------       --------------------
      Partnership         Mcf        Amount          Mcf        Amount
      -----------       -------     --------       -------     --------

         III-A          217,477     $190,240       216,217     $187,958
         III-B          110,907      125,644       108,897      120,451
         III-C           92,496       62,603        82,810       48,684
         III-D           12,461       15,342         8,260        8,429
         III-E           20,422       40,254        24,848       48,978
         III-F           15,507       17,132        19,865       21,947


      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, 2005 and 2004,  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:

                               2005                        2004
                        --------------------       --------------------
   Partnership            Mcf        Amount          Mcf        Amount
   -----------          -------     --------       -------     --------

      III-A              31,198     $ 27,120        33,036     $ 28,718
      III-B               8,738        9,664         8,886        9,828
      III-C             204,788      124,681       280,099      170,532
      III-D             150,673      153,747       187,853      191,685
      III-E             129,075      254,420       153,008      301,594
      III-F              76,561       84,584        95,834      105,877


      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



                                      F-44
<PAGE>



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, 2005 and 2004 total sales exceeded the
Partnerships' share of estimated total gas reserves as follows:

                               2005                       2004
                        -------------------        -------------------
   Partnership            Mcf        Amount          Mcf        Amount
   -----------          ------      -------        ------      -------

      III-A             11,773      $17,660        17,806      $26,709
      III-B              6,471        9,707         9,840       14,760
      III-C             52,079       76,928        55,454       83,181
      III-D             28,742       42,943        27,738       41,607
      III-E             11,025       16,538         3,762        5,643
      III-F              9,238       13,857         3,147        4,721


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

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


      General and Administrative Overhead

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


      Use of Estimates in Financial Statements

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates. Further, the
deferred charge, the gas imbalance payable, the



                                      F-45
<PAGE>



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


      Income Taxes

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


      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.  On January 1, 2003, the Partnerships  adopted FAS No. 143
"Accounting  for Asset  Retirement  Obligations"  and  recorded  an  increase in
capitalized cost of oil and gas properties, an increase (decrease) in net income
for the cumulative  effect of the change in accounting  principle,  and an asset
retirement obligation. 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. For the year ended
December 31, 2005, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships
recognized  approximately  $81,000,  $52,000,  $71,000,  $44,000,  $96,000,  and
$38,000,   respectively,   of  an  increase  in  depreciation,   depletion,  and
amortization  expense,  which was comprised of accretion of the asset retirement
obligation  and  depletion  of the increase in  capitalized  cost of oil and gas
properties.

      The components of the change in asset retirement obligations for the years
ended December 31, 2005 and 2004 are as shown below.



                                      F-46
<PAGE>




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


                                             2005                2004
                                          ----------        ------------
Total Asset Retirement
  Obligation, January 1                    $114,955          $  114,993
Revisions                                   157,334                 466
Settlements and disposals                      -            (     4,865)
Accretion expense                            12,967               4,361
                                            -------           ---------
Total Asset Retirement
  Obligation, December 31                  $285,256          $  114,955
                                            =======           =========
Asset Retirement Obligation -
  Current                                  $ 14,606          $   18,336
Asset Retirement Obligation -
  Long-Term                                 270,650              96,619





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


                                             2005               2004
                                          ----------        ------------
Total Asset Retirement
  Obligation, January 1                    $ 79,865          $   83,211
Revisions                                    96,512         (     2,532)
Settlements and disposals                      -            (     3,801)
Accretion expense                             8,236               2,987
                                            -------           ---------
Total Asset Retirement
  Obligation, December 31                  $184,613          $   79,865
                                            =======           =========
Asset Retirement Obligation -
  Current                                  $  9,255          $   31,869
Asset Retirement Obligation -
  Long-Term                                 175,358              47,996



                                      F-47
<PAGE>



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


                                             2005               2004
                                          ----------        ------------
Total Asset Retirement
  Obligation, January 1                    $204,672          $  194,453
Additions                                     1,809               2,307
Revisions                                   152,220                 171
Settlements and disposals                      -            (       131)
Accretion expense                            16,529               7,872
                                            -------           ---------
Total Asset Retirement
  Obligation, December 31                  $375,230          $  204,672
                                            =======           =========
Asset Retirement Obligation -
  Current                                  $ 19,679          $   38,950
Asset Retirement Obligation -
  Long-Term                                 355,551             165,722



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


                                             2005               2004
                                          ----------        ------------
Total Asset Retirement
  Obligation, January 1                    $109,182          $  314,031
Additions                                       592               1,054
Revisions                                    85,391                -
Settlements and disposals                      -            (        17)
Accretion expense                             8,933               6,941
Discontinued operations                        -            (   212,827)
                                            -------           ---------
Total Asset Retirement
  Obligation, December 31                  $204,098          $  109,182
                                            =======           =========
Asset Retirement Obligation -
  Current                                  $ 17,420          $   11,975
Asset Retirement Obligation -
  Long-Term                                 186,678              97,207



                                      F-48
<PAGE>



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


                                             2005               2004
                                          ----------        ------------
Total Asset Retirement
  Obligation, January 1                    $217,175          $1,768,863
Additions                                       750                 922
Revisions                                   205,703                -
Settlements and disposals                 (   5,091)        (     6,252)
Accretion expense                            19,225              27,245
Discontinued operations                        -            ( 1,573,603)
                                            -------           ---------
Total Asset Retirement
  Obligation, December 31                  $437,762          $  217,175
                                            =======           =========
Asset Retirement Obligation -
  Current                                  $ 23,971          $   28,411
Asset Retirement Obligation -
  Long-Term                                 413,791             188,764



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


                                             2005               2004
                                          ----------        ------------
Total Asset Retirement
  Obligation, January 1                    $150,199          $  142,977
Additions                                      -                    774
Revisions                                   114,910                -
Accretion expense                            13,095               6,448
                                            -------           ---------
Total Asset Retirement
  Obligation, December 31                  $278,204          $  150,199
                                            =======           =========
Asset Retirement Obligation -
  Current                                  $  1,948          $    8,552
Asset Retirement Obligation -
  Long-Term                                 276,256             141,647




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



                                      F-49
<PAGE>



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, 2005, 2004,
and 2003:



            Partnership         2005           2004           2003
            -----------       --------       --------       --------

               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  operate  certain  of  the  Partnerships'
properties  and  their  policy  is to bill the  Partnerships  for all  customary
charges and cost reimbursements associated with these activities,  together with
any compressor rentals, consulting, or other services provided.


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
2005, 2004, and 2003:


   Partnership              Purchaser                      Percentage
   -----------      ------------------------       --------------------------
                                                   2005       2004      2003
                                                   -----      -----     -----

      III-A         ConocoPhillips Company
                      ("ConocoPhillips")           29.7%        -         -
                    Gulfterra Central Point
                      Allocation
                      ("Gulfterra")                23.2%      12.2%       -
                    Eaglwing Trading, Inc.
                      ("Eaglwing")                   -        26.9%     27.0%
                    Valero Industrial Gas
                      L.P. ("Valero")                -          -       23.9%





                                      F-50
<PAGE>



      III-B         ConocoPhillips                 37.6%        -         -
                    Gulfterra                      20.8%      11.0%       -
                    Eaglwing                         -        33.8%     32.0%
                    Valero                           -          -       20.3%


      III-C         ONEOK Texas Energy
                      Resources ("ONEOK")          19.1%      13.4%       -
                    Duke Energy Field
                      Services, Inc. ("Duke")      16.9%      18.3%     19.6%
                    Cinergy Marketing Company
                      ("Cinergy")                  10.4%      14.5%     23.2%
                    Enogex Services
                      Corporation                  10.3%      11.5%       -
                    ONEOK Field Services
                      Company ("ONEOK FSC")          -        13.3%     17.7%

      III-D         ONEOK                          28.3%      18.0%       -
                    Cinergy                        14.9%      19.1%     28.1%
                    Duke                           13.8%      14.1%     14.5%
                    Eaglwing                         -        16.2%     23.9%
                    ONEOK FSC                        -        10.8%     15.2%

      III-E         Duke                           18.2%      15.1%     13.7%
                    Red Desert Central
                      Point Allocation
                      ("Red Desert")               17.5%        -         -
                    Sempra Energy Trading
                      Corp. ("Sempra")             16.2%      11.6%       -
                    Hunt Crude Oil Supply
                      Company                      13.9%      10.4%       -
                    Eaglwing                         -        24.4%     36.1%
                    Mountain Gas Resources,
                      Inc. ("Mountain")              -        13.5%       -

      III-F         Red Desert                     21.9%        -         -
                    Sempra                         20.4%      19.8%       -
                    Eaglwing                       17.0%      18.4%     15.4%
                    Duke                           14.1%      14.7%     17.3%
                    Mountain                         -        23.1%     19.7%



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



                                      F-51
<PAGE>



4. SUPPLEMENTAL OIL AND GAS INFORMATION

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


      Capitalized Costs

      Capitalized costs and accumulated depreciation,  depletion,  amortization,
and valuation allowance at December 31, 2005 and 2004 were as follows:

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

                                                2005              2004
                                            -------------     -------------

   Proved properties                         $15,679,530       $15,505,374

   Less accumulated
      depreciation, depletion,
      amortization, and valuation
      allowance                             ( 14,904,139)     ( 14,743,570)
                                              ----------        ----------
         Net oil and gas
            properties                       $   775,391       $   761,804
                                              ==========        ==========


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

                                                2005              2004
                                            -------------     -------------
   Proved properties                         $ 9,378,899       $ 9,271,100

   Less accumulated
      depreciation, depletion,
      amortization, and valuation
      allowance                             (  8,964,606)     (  8,868,932)
                                              ----------        ----------
         Net oil and gas
            properties                       $   414,293       $   402,168
                                              ==========        ==========




                                      F-52
<PAGE>



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

                                                2005              2004
                                            -------------     -------------
   Proved properties                         $17,887,094       $18,190,059

   Less accumulated
      depreciation, depletion,
      amortization, and valuation
      allowance                             ( 16,342,383)     ( 16,714,135)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 1,544,711       $ 1,475,924
                                              ==========        ==========


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

                                                2005              2004
                                            -------------     -------------
   Proved properties                         $ 9,388,350       $ 9,297,180

   Less accumulated
      depreciation, depletion,
      amortization, and valuation
      allowance                             (  8,736,889)     (  8,708,019)
                                              ----------        ----------

         Net oil and gas
            properties                       $   651,461       $   589,161
                                              ==========        ==========


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

                                                2005              2004
                                            -------------     -------------
   Proved properties                         $21,182,856       $20,848,695

   Less accumulated
      depreciation, depletion,
      amortization, and valuation
      allowance                             ( 19,201,348)     ( 18,906,641)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 1,981,508       $ 1,942,054
                                              ==========        ==========




                                      F-53
<PAGE>




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

                                                2005              2004
                                            -------------     -------------
   Proved properties                         $14,020,664       $13,873,444

   Less accumulated
      depreciation, depletion,
      amortization, and valuation
      allowance                             ( 12,340,194)     ( 12,145,513)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 1,680,470       $ 1,727,931
                                              ==========        ==========


      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition or exploration  activities during the years ended December 31, 2005,
2004, and 2003.  Costs incurred by the  Partnerships  in connection with oil and
gas property development activities for the years ended December 31, 2005, 2004,
and 2003 were as follows:


            Partnership       2005(1)       2004           2003(2)
            -----------      --------     --------       ----------

               III-A         $ 16,822     $ 78,142       $   53,311
               III-B            2,903       52,376           32,726
               III-C          127,299      217,479           21,609
               III-D           85,828       27,306          209,710
               III-E          158,067      245,429        1,529,844
               III-F           32,310      188,433           16,762

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

            (2)   Excludes the estimated asset  retirement  costs for the III-A,
                  III-B,   III-C,   III-D,  III-E,  and  III-F  Partnerships  of
                  approximately $75,000, $51,000,  $121,000,  $74,000, $200,000,
                  and $95,000, respectively, recorded as part of the FAS No. 143
                  implementation.



                                      F-54
<PAGE>



      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, 2005,
2004, and 2003 were estimated by petroleum  engineers  employed by affiliates of
the  Partnerships.  Certain  reserve  information  was  reviewed  by Ryder Scott
Company,   L.P.,  an  independent  petroleum  engineering  firm.  The  following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volumes to differ from the reserve  reports  prepared by the General Partner and
reviewed by Ryder Scott.

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

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

Proved reserves, Dec. 31, 2002                    60,496        3,866,700
   Production                                   ( 45,080)      (  516,905)
   Extensions and discoveries                         40            7,988
   Revision of previous
      estimates                                  123,755          681,695
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   139,211        4,039,478
   Production                                   ( 37,123)      (  460,303)
   Sale of minerals in place                    (     78)            -
   Extensions and discoveries                      1,037            3,108
   Revision of previous
      estimates                                   20,356          190,454
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   123,403        3,772,737
   Production                                   ( 33,008)      (  388,410)
   Extensions and discoveries                        366           12,296
   Revision of previous estimates                  5,974           87,225
                                                 -------        ---------

Proved reserves, Dec. 31, 2005                    96,735        3,483,848
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2003                             134,026        3,989,058
                                                 =======        =========
   December 31, 2004                             118,462        3,722,768
                                                 =======        =========
   December 31, 2005                              96,735        3,483,848
                                                 =======        =========



                                      F-55
<PAGE>



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

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

Proved reserves, Dec. 31, 2002                    46,684        1,676,027
   Production                                   ( 31,275)      (  243,753)
   Extensions and discoveries                         18            3,366
   Revision of previous
      estimates                                   72,212          242,200
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                    87,639        1,677,840
   Production                                   ( 25,395)      (  190,781)
   Extensions and discoveries                        684            2,050
   Revision of previous
      estimates                                   11,766           67,962
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                    74,694        1,557,071
   Production                                   ( 22,648)      (  165,378)
   Extensions and discoveries                        235            5,798
   Revision of previous
      estimates                                    8,310           11,469
                                                 -------        ---------

Proved reserves, Dec. 31, 2005                    60,591        1,408,960
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2003                              84,217        1,644,581
                                                 =======        =========
   December 31, 2004                              71,435        1,524,111
                                                 =======        =========
   December 31, 2005                              60,591        1,408,960
                                                 =======        =========



                                      F-56
<PAGE>




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

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

Proved reserves, Dec. 31, 2002                   110,916        4,928,613
   Production                                   ( 13,872)      (  668,059)
   Sale of minerals in place                    (     19)      (    1,572)
   Extensions and discoveries                          5            1,400
   Revision of previous
      estimates                                    2,689        1,088,723
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                    99,719        5,349,105
   Production                                   (  9,551)      (  548,555)
   Sale of minerals in place                    (      6)            -
   Extensions and discoveries                          4           37,754
   Revision of previous
      estimates                                 (  8,492)      (  205,801)
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                    81,674        4,632,503
   Production                                   (  9,614)      (  514,302)
   Extensions and discoveries                        998          190,272
   Revision of previous
      estimates                                   16,232          395,968
                                                 -------        ---------

Proved reserves, Dec. 31, 2005                    89,290        4,704,441
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2003                              99,719        5,349,105
                                                 =======        =========
   December 31, 2004                              81,674        4,632,503
                                                 =======        =========
   December 31, 2005                              89,290        4,704,441
                                                 =======        =========





                                      F-57
<PAGE>




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

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

Proved reserves, Dec. 31, 2002                   236,192        2,667,538
   Production                                   ( 26,438)      (  387,346)
   Sale of minerals in place                    (     54)      (    4,885)
   Revision of previous
      estimates                                 ( 52,656)         377,307
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   157,044        2,652,614
   Production                                   (  8,411)      (  293,250)
   Sale of minerals in place                    ( 72,676)      (   14,536)
   Extensions and discoveries                       -               5,525
   Revision of previous
      estimates                                    5,116           59,608
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                    81,073        2,409,961
   Production                                   (  8,611)      (  288,655)
   Extensions and discoveries                        780          106,658
   Revision of previous
      estimates                                   10,635          179,304
                                                 -------        ---------

Proved reserves, Dec. 31, 2005                    83,877        2,407,268
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2003                             157,044        2,652,614
                                                 =======        =========
   December 31, 2004                              81,073        2,409,961
                                                 =======        =========
   December 31, 2005                              83,877        2,407,268
                                                 =======        =========





                                      F-58
<PAGE>




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

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

Proved reserves, Dec. 31, 2002                   1,259,858       7,254,259
   Production                                   (  129,314)     (  854,720)
   Sale of minerals in place                    (      395)     (   34,850)
   Extensions and discoveries                           38           2,639
   Revision of previous
      estimates                                 (  455,263)        198,619
                                                 ---------       ---------

Proved reserves, Dec. 31, 2003                     674,924       6,565,947
   Production                                   (   22,653)     (  720,487)
   Sale of minerals in place                    (  518,676)     (  103,734)
   Extensions and discoveries                        1,189          11,923
   Revision of previous
      estimates                                     23,724         686,430
                                                 ---------       ---------

Proved reserves, Dec. 31, 2004                     158,508       6,440,079
   Production                                   (   23,561)     (  678,857)
   Extensions and discoveries                        4,692         114,219
   Revision of previous
      estimates                                     10,556      (  565,732)
                                                 ---------       ---------

Proved reserves, Dec. 31, 2005                     150,195       5,309,709
                                                 =========       =========

PROVED DEVELOPED RESERVES:
   December 31, 2003                               674,924       6,565,947
                                                 =========       =========
   December 31, 2004                               158,508       6,440,079
                                                 =========       =========
   December 31, 2005                               150,195       5,309,709
                                                 =========       =========





                                      F-59
<PAGE>




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

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

Proved reserves, Dec. 31, 2002                   224,872        4,664,302
   Production                                   ( 20,685)      (  412,842)
   Extensions and discoveries                         32            2,261
   Revision of previous
      estimates                                  156,069          228,662
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   360,288        4,482,383
   Production                                   ( 20,252)      (  408,746)
   Extensions and discoveries                      1,000           10,015
   Revision of previous
      estimates                                 ( 26,170)          57,073
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   314,866        4,140,725
   Production                                   ( 18,967)      (  382,034)
   Extensions and discoveries                      3,395           94,386
   Revision of previous
      estimates                                   37,936       (  348,684)
                                                 -------        ---------

Proved reserves, Dec. 31, 2005                   337,230        3,504,393
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2003                             360,288        4,482,383
                                                 =======        =========
   December 31, 2004                             314,866        4,140,725
                                                 =======        =========
   December 31, 2005                             337,230        3,504,393
                                                 =======        =========








                                      F-60
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2005 and 2004 are as
follows:

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

                                             2005
                        ----------------------------------------------
                          First      Second       Third      Fourth
                         Quarter     Quarter     Quarter     Quarter
                        ----------  ----------  ----------  ----------

Total Revenues          $1,037,577  $1,140,511  $1,213,351  $1,373,970
Gross Profit (1)           675,229     926,537     915,106   1,132,297
Net Income                 556,276     830,295     781,003     988,297
Limited Partners'
   Net Income
   Per Unit                   1.89        2.82        2.65        3.35

                                             2004
                        ----------------------------------------------
                          First      Second       Third      Fourth
                         Quarter     Quarter     Quarter     Quarter
                        ----------  ----------  ----------  ----------

Total Revenues          $1,006,298  $1,087,980  $1,026,563  $1,025,007
Gross Profit (1)           773,904     873,995     837,270     825,921
Net Income                 622,304     732,552     737,004     740,127
Limited Partners'
   Net Income
   Per Unit                   2.10        2.48        2.50        2.52




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



                                      F-61
<PAGE>



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


                                            2005
                        --------------------------------------------
                          First      Second       Third      Fourth
                         Quarter     Quarter     Quarter     Quarter
                        --------    --------    ---------   --------

Total Revenues          $527,145    $607,235    $640,609    $722,818
Gross Profit (1)         309,905     489,221     455,615     588,788
Net Income               245,125     437,673     366,126     516,774
Limited Partners'
   Net Income
   Per Unit                 1.50        2.68        2.20        3.15

                                            2004
                        --------------------------------------------
                          First      Second       Third     Fourth
                         Quarter     Quarter     Quarter    Quarter
                        --------    --------    --------    --------

Total Revenues          $489,830    $552,921    $546,524    $544,292
Gross Profit (1)         357,945     423,402     434,255     431,475
Net Income               269,151     338,410     380,123     386,039
Limited Partners'
   Net Income
   Per Unit                 1.61        2.05        2.32        2.37






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



                                      F-62
<PAGE>



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


                                              2005
                        ----------------------------------------------
                          First      Second        Third      Fourth
                         Quarter     Quarter      Quarter     Quarter
                        --------    --------    ----------  ----------

Total Revenues          $958,669    $987,037    $1,128,339  $1,180,660
Gross Profit (1)         737,517     834,492       889,661     828,592
Net Income               595,963     724,628       714,044     728,790
Limited Partners'
   Net Income
   Per Unit                 2.18        2.65          2.59        2.67

                                              2004
                        ----------------------------------------------
                          First      Second        Third      Fourth
                         Quarter     Quarter      Quarter     Quarter
                        --------    --------    ----------  ----------

Total Revenues          $849,402    $880,487    $  693,167  $  915,866
Gross Profit (1)         659,593     682,348       483,784     653,335
Net Income               528,360     545,890       218,968     452,084
Limited Partners'
   Net Income
   Per Unit                 1.92        1.99           .74        1.61




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



                                      F-63
<PAGE>



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


                                              2005
                        ---------------------------------------------
                          First     Second       Third       Fourth
                         Quarter    Quarter     Quarter      Quarter
                        --------    ---------   ----------  ---------

Total Revenues          $536,707    $559,349    $650,556    $732,149
Gross Profit (1)         411,984     470,125     508,952     491,496
Net Income               336,801     409,922     433,982     409,602
Limited Partners'
   Net Income
   Per Unit                 2.30        2.81        2.95        2.79

                                              2004
                        ----------------------------------------------
                          First      Second       Third      Fourth
                         Quarter     Quarter     Quarter     Quarter
                        --------    ----------  ----------  ----------

Total Revenues          $504,384     $490,233    $398,216    $505,249
Gross Profit (1)         389,210      416,192     254,565     343,762
Income from Continuing
   Operations            323,806      326,554     201,445     284,553
Income(Loss) from Dis-
   continued Operations    2,288    (  12,922)  (  67,866)  (   7,627)
Net Income               326,094      313,632     133,579     276,926
Limited Partners'
   Net Income
   Per Unit                 2.22         2.13         .91       1.89

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



                                      F-64
<PAGE>



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

                                              2005
                        --------------------------------------------------
                          First      Second        Third        Fourth
                         Quarter     Quarter      Quarter       Quarter
                        ----------  -----------  ------------ ------------

Total Revenues          $1,221,233   $1,359,895   $1,543,048  $1,927,344
Gross Profit (1)           862,265    1,051,947    1,170,903   1,447,609
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

                                              2004
                        --------------------------------------------------
                          First      Second       Third         Fourth
                         Quarter     Quarter     Quarter        Quarter
                        ----------  ----------- ------------- ------------

Total Revenues          $1,137,562   $1,133,811   $1,107,254  $1,265,763
Gross Profit (1)           826,371      836,552      790,858     830,978
Income from Continuing
   Operations              668,551      668,873      603,665     658,458
Income (Loss) from Dis-
   continued Operations     17,093  (    77,220) (   484,339)(    54,422)
Net Income                 685,644      591,653      119,326     604,036
Limited Partners'
   Net Income
   Per Unit                   1.46         1.27          .24        1.29


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



                                      F-65
<PAGE>



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

                                              2005
                        ----------------------------------------------
                          First      Second        Third     Fourth
                         Quarter     Quarter      Quarter    Quarter
                        --------    --------    ----------  ----------

Total Revenues          $822,537    $814,563    $1,024,555  $1,221,344
Gross Profit (1)         614,687     651,492       815,930     963,193
Net Income               494,393     549,114       699,066     821,843
Limited Partners'
   Net Income
   Per Unit                 2.11        2.35          2.99        3.52

                                              2004
                        ----------------------------------------------
                          First      Second       Third      Fourth
                         Quarter     Quarter     Quarter     Quarter
                        --------    --------    ----------  ----------

Total Revenues          $646,107    $709,781    $  753,476  $  836,209
Gross Profit (1)         467,124     539,008       569,315     643,439
Net Income               372,506     430,873       452,317     534,526
Limited Partners'
   Net Income
   Per Unit                 1.59        1.85          1.93        2.28




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







                                      F-66
<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
and is therefore a disposal of a business  segment under  Statement of Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived  Assets"  (FAS  144).  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.  Accordingly,  2004  results of the Jay Field
segment were classified as discontinued, and the prior period has been restated.

      Results from discontinued operations are as follows:

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

                                    2005            2004           2003
                                ------------    ------------   ------------
Oil and gas sales                $   -           $  149,996     $  399,182
Lease operating                      -          (   233,768)   (   231,165)
Production tax                       -          (     9,905)   (    31,178)
Depreciation, depletion,
  and amortization of
  oil and gas properties             -          (     2,818)   (    25,483)
                                  -------         ---------      ---------
Income (loss) from
  discontinued operations        $   -          ($   96,495)    $  111,356
                                  =======         =========      =========

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

                                    2005            2004           2003
                                ------------    ------------   ------------

Oil and gas sales                $   -           $1,070,623     $2,848,673
Lease operating                      -          ( 1,668,335)   ( 1,649,756)
Production tax                       -          (    70,698)   (   222,493)
Depreciation, depletion,
  and amortization of
  oil and gas properties             -          (    19,235)   (   190,968)
                                  -------         ---------      ---------
Income (loss) from
  discontinued operations        $   -          ($  687,645)    $  785,456
                                  =======         =========      =========



                                      F-67
<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-68
<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.

 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



                                      F-69
<PAGE>



            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.

 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



                                      F-70
<PAGE>



            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.

 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.



                                      F-71
<PAGE>



 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.

 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.



                                      F-72
<PAGE>



 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.

 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,  2990 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.




                                      F-73
<PAGE>



 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.

 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



                                      F-74
<PAGE>



            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.

 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 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



                                      F-75
<PAGE>



            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.

*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.



                                      F-76
<PAGE>



*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.

*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.



                                      F-77
<PAGE>



*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-78