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, 2002

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


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

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

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

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

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

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




                                      -1-
<PAGE>



      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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.
            -----

      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.

      Indicate by check mark whether the Registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Act).

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

      DOCUMENTS INCORPORATED BY REFERENCE: None



                                      -2-
<PAGE>




                                    FORM 10-K
                                TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES................................................10
      ITEM 3.     LEGAL PROCEEDINGS.........................................27
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......28

PART II.....................................................................28
      ITEM 5.     MARKET  FOR  UNITS  AND  RELATED   LIMITED  PARTNER
                  MATTERS...................................................28
      ITEM 6.     SELECTED FINANCIAL DATA...................................31
      ITEM 7.     MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................39
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................65
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............65
      ITEM 9.     CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................65

PART III....................................................................66
      ITEM 10.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF THE GENERAL
                  PARTNER...................................................66
      ITEM 11.    EXECUTIVE COMPENSATION....................................67
      ITEM 12.    SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL  OWNERS
                  AND MANAGEMENT............................................75
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............77

PART IV.....................................................................78
      ITEM 14.    CONTROLS AND PROCEDURES...................................78
      ITEM 15.    EXHIBITS,   FINANCIAL  STATEMENT   SCHEDULES,   AND
                  REPORTS ON FORM 8-K.......................................78

      SIGNATURES............................................................89

      CERTIFICATIONS........................................................90





                                      -3-
<PAGE>



                                     PART I

ITEM 1.     BUSINESS

      General

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

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

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


      The  General  Partner  currently  serves as general  partner of 26 limited
partnerships  and is a  wholly-owned  subsidiary of Samson  Investment  Company.
Samson Investment Company and its various corporate subsidiaries,  including the
General Partner (collectively "Samson"), are primarily engaged in the production
and  development of and exploration for oil and gas reserves and the acquisition
and  operation of  producing  properties.  At December  31,  2002,  Samson owned
interests in approximately  12,000 oil and gas wells located in 18 states of the
United States and the countries of Canada,  Venezuela,  and Russia.  At December
31, 2002,  Samson operated  approximately  3,000 oil and gas wells located in 14
states of the United States as well as Canada, Venezuela, and Russia.

      The Partnerships are currently engaged in the business of owning interests
in producing oil and gas properties  located in the  continental  United States.
The Partnerships may also engage



                                      -4-
<PAGE>



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

      As limited partnerships,  the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February  15,  2003,  Samson  employed  approximately  1,100  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 III-G
Partnership  for the first  two-year  extension  period,  and the III-A,  III-B,
III-C,  III-D,  III-E, and III-F  Partnerships for the second two-year extension
period.  Therefore, the Partnerships are currently scheduled to terminate on the
dates indicated in the "Current Termination Date" column of the following chart.

                         Initial             Extensions         Current
   Partnership       Termination Date        Exercised     Termination Date
   -----------      ------------------       ---------     ------------------
     III-A          November 22, 1999             2        November 22, 2003
     III-B          January 24, 2000              2        January 24, 2004
     III-C          February 28, 2000             2        February 28, 2004
     III-D          September 5, 2000             2        September 5, 2004
     III-E          December 26, 2000             2        December 26, 2004
     III-F          March 7, 2001                 2        March 7, 2005
     III-G          September 20, 2001            1        September 20, 2003

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



                                      -5-
<PAGE>



      Funding

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


      Principal Products Produced and Services Rendered

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


      Competition and Marketing

      The 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;
      * The availability of pipelines for transportation; and



                                      -6-
<PAGE>



      * Domestic and foreign government regulations and taxes.

      Recently,  while economic factors have been relatively unfavorable for oil
and natural gas demand, oil prices have benefited from the political uncertainty
associated  with the increase in terrorist  activities in parts of the world. In
the last few years, natural gas prices have varied significantly, from very high
prices in late 2000 and early  2001,  to low prices in late 2001 and early 2002,
to rising prices in the later part of 2002 and early 2003.  The high natural gas
prices were  associated  with cold  winter  weather  and  decreased  supply from
reduced  capital  investment  for  new  drilling,  while  the  low  prices  were
associated  with warm winter  weather and reduced  economic  activity.  The more
recent  increase  in  prices is the  result of  increased  demand  from  weather
patterns,  the  pricing  effect of  relatively  high oil prices,  and  increased
concern  about  the  ability  of the  industry  to meet any  longer-term  demand
increases based upon current drilling activity.

      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 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.




                                      -7-
<PAGE>



      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 2002:

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

         III-A          Eaglwing Trading, Inc.
                          ("Eaglwing")                         24.0%
                        Valero Industrial Gas L.P.
                          ("Valero")                           21.0%
                        Conoco, Inc.                           16.2%
                        El Paso Energy Marketing
                          Company ("El Paso")                  10.5%


         III-B          Eaglwing                               26.4%
                        Conoco, Inc.                           18.1%
                        Valero                                 16.6%


         III-C          El Paso                                44.8%
                        ONEOK Field Services Co.
                          ("ONEOK") 14.8%

         III-D          El Paso                                43.1%
                        Eaglwing                               22.0%
                        ONEOK                                  12.7%

         III-E          Eaglwing                               43.7%
                        El Paso                                14.1%
                        Duke Energy Field Services,
                          Inc. ("Duke")                        12.1%

         III-F          El Paso                                35.3%
                        Eaglwing                               19.9%
                        Duke                                   13.9%

         III-G          El Paso                                29.1%
                        Eaglwing                               21.5%
                        Duke                                   11.8%


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



                                      -8-
<PAGE>



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'  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.



                                      -9-
<PAGE>



      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 2.     PROPERTIES

      Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 2002.

                               Well Statistics(1)
                             As of December 31, 2002

              Number of Gross Wells(2)          Number of Net Wells(3)
              ------------------------        -------------------------
 P/ship       Total     Oil     Gas           Total       Oil     Gas
--------      -----     ---     ---           ------     -----    -----
 III-A          187      89      98            11.18      3.43     7.75
 III-B          159      80      79             7.10      3.60     3.50
 III-C          172      63     109            20.36     11.36     9.00
 III-D          181     125      56            11.44      6.36     5.08
 III-E          244     102     142            27.35      6.64    20.71
 III-F          377     275     102            14.96      5.89     9.07
 III-G        1,382     995     387            10.13      5.35     4.78
----------
(1)   The  designation  of a well  as an oil  well  or gas  well  is made by the
      General  Partner based on the relative  amount of oil and gas reserves for
      the well.  Regardless of a well's oil or gas  designation,  it may produce
      oil, gas, or both oil and gas.
(2)   As used in this Annual  Report,  "gross  well" refers to a well in which a
      working interest is owned;  accordingly,  the number of gross wells is the
      total number of wells in which a working interest is owned.
(3)   As  used  in this  Annual  Report,  "net  well"  refers  to the sum of the
      fractional  working  interests  owned in gross wells.  For example,  a 15%
      working interest in a well represents one gross well, but 0.15 net well.




                                      -10-
<PAGE>



      Drilling Activities

      During the year ended  December 31,  2002,  the  Partnerships  directly or
indirectly participated in the drilling activities described below.


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

III-A P/ship
------------
Hachar D.D. #40     Webb         TX       -       .0075       Gas   Producing
BMT #16             Webb         TX       -       .0050       Gas   Producing
Duke #1-B           San Juan     NM       (1)       (1)       Gas   Producing
Senter #1-C         San Juan     NM       -       .0008       Gas   Producing
Southern Union
  #1-C              San Juan     NM       -       .0027       Gas   Producing
Southern Union
  #1-B              San Juan     NM       -       .0027       Gas   Producing

III-B P/ship
------------
Hachar D.D. #40     Webb         TX       -       .0035       Gas   Producing
BMT #16             Webb         TX       -       .0023       Gas   Producing
Duke #1-B           San Juan     NM       (1)       (1)       Gas   Producing
Senter #1-C         San Juan     NM       -       .0003       Gas   Producing
Southern Union
  #1-C              San Juan     NM       -       .0011       Gas   Producing
Southern Union
  #1-B              San Juan     NM       -       .0011       Gas   Producing

III-C P/ship
------------
Amant #3-32         Custer       OK     .0137     .0102       Gas   Producing
Hachar D.D. #40     Webb         TX       -       .0015       Gas   Producing
BMT #16             Webb         TX       -       .0010       Gas   Producing
Loving 1 State
  #3                Eddy         NM       -       .0112       Gas   Producing
Sugg 1984 #2        Irion        TX       -       .0006       Gas   Producing
Duke #1-B           San Juan     NM       (1)       (1)       Gas   Producing
Senter #1-C         San Juan     NM       -       .0001       Gas   Producing
Southern Union
  #1-C              San Juan     NM       -       .0005       Gas   Producing
Southern Union
  #1-B              San Juan     NM       -       .0005       Gas   Producing
Ellie Mae #1-16     Stephens     OK     .0206     .0155       Gas   Producing

III-D P/ship
------------
Amant #3-32         Custer       OK     .0020     .0015       Gas   Producing
Loving 1 State
  #3                Eddy         NM       -       .0093       Gas   Producing



                                      -11-
<PAGE>



Sugg 1984 #2        Irion        TX       -       .0005       Gas   Producing
Ellie Mae #1-16     Stephens     OK     .0030     .0022       Gas   Producing

III-E P/ship
------------
Exxon Fee #1-D      Terrebonne   LA     .0430     .0345       Gas   Producing
Church of the
  Brethren #10      Brooks       TX       -       .0024       Gas   Producing

III-F P/ship
------------
Exxon Fee #1-D      Terrebonne   LA     .0371     .0298       Gas   Producing
Church of the
  Brethren #10      Brooks       TX       -       .0020       Gas   Producing
Stewart-Justice
  #1                Garvin       OK     .0008     .0007       Oil   Producing

III-G P/ship
------------
Exxon Fee #1-D      Terrebonne   LA     .0176     .0141       Gas   Producing
Church of the
  Brethren #10      Brooks       TX       -       .0010       Gas   Producing
Robertson North
  Unit(20 new
  wells)            Gaines       TX     .0012     .0010       Oil   Producing
Headlee Unit        Ector        TX     .0003     .0002       Gas   Producing

-----------------------------
(1)      The III-A, III-B, and III-C Partnerships  elected to not participate in
         the  drilling  of the Duke #1-B Well  located in San Juan  County,  New
         Mexico.  If the well reaches  payout  under the terms of its  operating
         agreement,  the  III-A,  III-B,  and III-C  Partnerships  will have the
         following interests in the well:

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

                     III-A             .0176            .0132
                     III-B             .0074            .0056
                     III-C             .0031            .0023

      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



                                      -12-
<PAGE>



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.



                                      -13-
<PAGE>




                               Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2002          2001        2000
                                    ----------    ----------  ----------
Production:
   Oil (Bbls)                           54,340        82,520      49,908
   Gas (Mcf)                           908,912       791,697     678,985

Oil and gas sales:
   Oil                              $1,316,966    $2,030,557  $1,454,983
   Gas                               2,558,132     3,394,606   2,656,278
                                     ---------     ---------   ---------
      Total                         $3,875,098    $5,425,163  $4,111,261
                                     =========     =========   =========
Total direct operating
  expenses                          $  915,252    $1,020,090  $  853,211
                                     =========     =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         23.6%         18.8%       20.8%

Average sales price:
   Per barrel of oil                    $24.24        $24.61      $29.15
   Per Mcf of gas                         2.81          4.29        3.91

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 4.45         $4.76      $ 5.23




                                      -14-
<PAGE>



                               Net Production Data

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

                                             Year Ended December 31,
                                    -------------------------------------
                                       2002          2001        2000
                                    ----------    ----------  ----------
Production:
   Oil (Bbls)                           39,042        58,965      40,544
   Gas (Mcf)                           486,057       400,249     326,603

Oil and gas sales:
   Oil                              $  949,685    $1,457,455  $1,185,213
   Gas                               1,326,476     1,689,008   1,277,225
                                     ---------     ---------   ---------
      Total                         $2,276,161    $3,146,463  $2,462,438
                                     =========     =========   =========
Total direct operating
   expenses                         $  622,936    $  630,746  $  525,281
                                     =========     =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         27.4%         20.0%       21.3%

Average sales price:
   Per barrel of oil                    $24.32        $24.72      $29.23
   Per Mcf of gas                         2.73          4.22        3.91

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 5.19        $ 5.02      $ 5.53





                                      -15-
<PAGE>



                               Net Production Data

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

                                             Year Ended December 31,
                                    -------------------------------------
                                       2002          2001        2000
                                    ----------    ----------  ----------
Production:
   Oil (Bbls)                           14,716        14,973      19,431
   Gas (Mcf)                           817,975       935,377     994,305

Oil and gas sales:
   Oil                              $  361,020    $  382,250  $  572,001
   Gas                               2,379,868     3,988,865   3,578,430
                                     ---------     ---------   ---------
      Total                         $2,740,888    $4,371,115  $4,150,431
                                     =========     =========   =========
Total direct operating
   expenses                         $  858,126    $  980,377  $  978,824
                                     =========     =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         31.3%         22.4%       23.6%

Average sales price:
   Per barrel of oil                    $24.53        $25.53      $29.44
   Per Mcf of gas                         2.91          4.26        3.60

Direct operating expenses
   per equivalent Bbl of
   oil                                 $  5.68        $ 5.74      $ 5.29





                                      -16-
<PAGE>



                               Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2002          2001        2000
                                    ----------    ----------  ----------
Production:
   Oil (Bbls)                           25,279        27,570      31,388
   Gas (Mcf)                           501,256       561,664     629,117

Oil and gas sales:
   Oil                              $  563,269    $  610,171  $  837,978
   Gas                               1,413,445     2,302,188   2,257,213
                                     ---------     ---------   ---------
      Total                         $1,976,714    $2,912,359  $3,095,191
                                     =========     =========   =========
Total direct operating
   expenses                         $  880,922    $  914,671  $  895,563
                                     =========     =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         44.6%         31.4%       28.9%

Average sales price:
   Per barrel of oil                    $22.28        $22.13      $26.70
   Per Mcf of gas                         2.82          4.10        3.59

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 8.10        $ 7.55      $ 6.57





                                      -17-
<PAGE>



                               Net Production Data

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

                                             Year Ended December 31,
                                    --------------------------------------
                                       2002          2001        2000
                                    ---------     ---------- -----------
Production:
   Oil (Bbls)                         133,901        162,557     183,876
   Gas (Mcf)                        1,000,715      1,226,795   1,526,586

Oil and gas sales:
   Oil                             $2,858,109     $3,486,759 $ 4,822,734
   Gas                              2,517,891      4,751,785   5,654,292
                                    ---------      ---------   ---------
      Total                        $5,376,000     $8,238,544 $10,477,026
                                    =========      =========  ==========
Total direct operating
  expenses                         $3,574,658     $3,511,241 $ 3,652,507
                                    =========      =========  ==========
Direct operating expenses
   as a percentage of oil
   and gas sales                        66.5%          42.6%       34.9%

Average sales price:
   Per barrel of oil                   $21.34         $21.45      $26.23
   Per Mcf of gas                        2.52           3.87        3.70

Direct operating expenses
   per equivalent Bbl of
   oil                                 $11.89         $ 9.57      $ 8.33




<PAGE>
                                      -18-
<PAGE>


                               Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2002          2001        2000
                                    ----------    ----------  ----------
Production:
   Oil (Bbls)                           23,209        27,090      43,620
   Gas (Mcf)                           503,895       621,792     654,833

Oil and gas sales:
   Oil                              $  529,406    $  603,765  $1,242,912
   Gas                               1,107,352     2,330,535   2,194,409
                                     ---------     ---------   ---------
      Total                         $1,636,758    $2,934,300  $3,437,321
                                     =========     =========   =========
Total direct operating
   expenses                         $  603,358    $  891,493  $  867,235
                                     =========     =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         36.9%         30.4%       25.2%

Average sales price:
   Per barrel of oil                    $22.81        $22.29      $28.49
   Per Mcf of gas                         2.20          3.75        3.35

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 5.63        $ 6.82      $ 5.68





                                      -19-
<PAGE>



                               Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2002           2001        2000
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           18,665         20,694      32,013
   Gas (Mcf)                           268,824        326,795     333,031

Oil and gas sales:
   Oil                              $  429,076     $  466,717  $  912,320
   Gas                                 601,405      1,233,341   1,138,070
                                     ---------      ---------   ---------
      Total                         $1,030,481     $1,700,058  $2,050,390
                                     =========      =========   =========
Total direct operating
   expenses                         $  382,168     $  547,716  $  552,240
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         37.1%          32.2%       26.9%

Average sales price:
   Per barrel of oil                    $22.99         $22.55      $28.50
   Per Mcf of gas                         2.24           3.77        3.42

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 6.02         $ 7.29      $ 6.31


      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,  2002.  The
schedule  of  quantities  of proved oil and gas  reserves  was  prepared  by the
General  Partner in accordance  with the rules  prescribed by the Securities and
Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by
Ryder Scott Company,  L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report,  "proved  reserves" refers to those
estimated  quantities of crude oil, gas, and gas liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years from known oil and gas  reservoirs  under  existing  economic  and
operating conditions.

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



                                      -20-
<PAGE>



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,  2002.   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,  2002 were  higher  than the prices in effect on  December  31,  2001.  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, 2002 to be higher than such  estimates  and values at
December  31,  2001.  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, 2002. There
can be no assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves at December 31, 2002 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, 2002(1)

   III-A Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            3,866,700
         Oil and liquids (Bbls)                                  60,496

      Net present value (discounted at
         10% per annum)                                     $10,583,968





                                      -21-
<PAGE>



   III-B Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            1,676,027
         Oil and liquids (Bbls)                                  46,684

      Net present value (discounted at
         10% per annum)                                     $ 5,037,182


   III-C Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            4,928,613
         Oil and liquids (Bbls)                                 110,916

      Net present value (discounted at
         10% per annum)                                     $12,473,256

   III-D Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            2,667,538
         Oil and liquids (Bbls)                                 236,192

      Net present value (discounted at
         10% per annum)                                     $ 7,655,634


   III-E Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            7,254,259
         Oil and liquids (Bbls)                               1,259,858

      Net present value (discounted at
         10% per annum)                                     $20,987,455


   III-F Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            4,664,302
         Oil and liquids (Bbls)                                 224,872

      Net present value (discounted at
         10% per annum)                                     $10,539,573





                                      -22-
<PAGE>



   III-G Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            2,559,807
         Oil and liquids (Bbls)                                 187,091

      Net present value (discounted at
         10% per annum)                                     $ 6,165,409

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


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


      Significant Properties

      The   following   table  sets  forth  the  number  and   percent  of  each
Partnership's  total wells which are operated by affiliates of the  Partnerships
as of December 31, 2002:

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

                      III-A            21              8%
                      III-B             5              2%
                      III-C           107             29%
                      III-D           100             30%
                      III-E            49             18%
                      III-F            28              5%
                      III-G            48              3%


      The following tables set forth certain well and reserve  information as of
December  31, 2002 for the basins in which the  Partnerships  own a  significant
amount of oil and gas properties.  The tables contain the following  information
for each significant  basin:  (i) the number of gross wells and net wells,  (ii)
the number of wells in which only a  non-working  interest  is owned,  (iii) the
Partnership's  total number of wells,  (iv) the number of wells  operated by the
Partnership's  affiliates,  (v) estimated  proved oil reserves,  (vi)  estimated
proved gas reserves, and (vii)



                                      -23-
<PAGE>



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

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



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

                                     Significant Properties as of December 31, 2002
                                     ----------------------------------------------

                                                                    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            63      4.64        48        111        5      5%     46,008     1,631,398     $5,630,891
     Anadarko              29      1.79        16         45       14     31%      6,102     1,537,608      3,651,374

III-B Partnership:
     Gulf Coast            59      2.68        48        107        1      1%     29,663       860,879     $3,084,466
     Anadarko              36      2.35        10         46        3      7%     12,883       450,833      1,238,112

III-C Partnership:
     Anadarko              54      6.10        52        106       28     26%     18,203     2,578,064     $6,331,881
     Southern Okla.
       Folded Belt         37      7.18        11         48       21     44%     59,223     1,322,070      3,587,022
     Permian               25      6.44         8         33       29     88%     32,506       688,064      1,600,448

III-D Partnership:
     Anadarko              32      3.47        52         84       28     33%      3,586     1,947,634     $4,706,030
     Permian               25      5.31         8         33       29     88%     26,682       554,793      1,281,316
     Jay Field             86       .56         -         86        -      -     160,965        28,998        936,536


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

</TABLE>


                                      -25-
<PAGE>
<TABLE>
<CAPTION>

                                     Significant Properties as of December 31, 2002
                                     ----------------------------------------------

                                                                   Wells
                                                                 Operated by
                                                                  Affiliates       Oil          Gas
                        Gross     Net       Other       Total    -------------   Reserves     Reserves    Present
     Basin              Wells     Wells     Wells(1)    Wells    Number   %(2)    (Bbl)        (Mcf)       Value
------------------      ------   -------    --------    ------   ------   ----   ---------   ----------  ----------
<S>                       <C>     <C>          <c>       <C>       <C>    <C>   <C>          <C>         <C>

III-E Partnership:
     Jay Field            86      3.43          -        86         -      -    1,148,782      220,022   $6,725,353
     Green River          55      4.06         12        67         -      -       20,871    3,649,751    6,507,341
     Gulf Coast           39      4.71         10        49         6     12%      10,700    1,010,907    2,569,775
     Anadarko             22      5.12          3        25        19     76%      13,068    1,069,134    2,188,139

III-F Partnership:
     Green River          55      3.31         12        67         -      -       17,527    3,067,709   $5,476,251
     Anadarko             27      5.67          3        30        24     80%      25,634    1,013,820    2,050,775
     Las Animas Arch      66      1.64          -        66         -      -       99,135      162,157    1,245,490

III-G Partnership:
     Green River          55      1.61         12        67         -      -        8,716    1,528,059   $2,731,367
     Anadarko             47      3.28          6        53        38     72%      16,713      615,668    1,189,097
     Las Animas Arch      66       .98          -        66         -      -       65,560      107,417      824,263

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

                                      -26-
<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, 2002,  as compared to December 31, 2001,  were  significant  to the
Partnerships.

      The III-A and III-B  Partnerships'  estimated  proved  reserves  decreased
47,107 and 31,072 barrels of oil  equivalent,  respectively,  in the Mahaffey #3
well located in Jefferson  Davis  Parish,  Louisiana  from  December 31, 2001 to
December 31, 2002.  These  decreases were primarily due to the full depletion of
gas reserves on this well.


      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, in an effort to minimize  potential  exposure created by
the Wyoming statutes and accompanying legal fees, Samson refunded to the royalty
and overriding  royalty  interest owners who were potential class members all of
the amounts which were claimed to be improperly deducted plus statutory interest
thereon.  The  applicable  portions of these  refunds  being  recouped  from the
Partnerships in the first quarter of 2003 as follows:




                                      -27-
<PAGE>



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

                      III-A          $   5,380
                      III-B              3,548
                      III-C                -
                      III-D                -
                      III-E            122,289
                      III-F            102,690
                      III-G             51,077

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 2002.


                                    PART II

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As of March 1, 2003, 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                1,205
               III-B           138,336                  698
               III-C           244,536                1,127
               III-D           131,008                  602
               III-E           418,266                1,882
               III-F           221,484                1,000
               III-G           121,925                  518

      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



                                      -28-
<PAGE>



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
                             -----------------------

                      2001                         2002                 2003
            -------------------------     -------------------------     ----
            1st    2nd     3rd   4th      1st   2nd     3rd    4th      1st
P/ship      Qtr.   Qtr.    Qtr.  Qtr.     Qtr.  Qtr.    Qtr.   Qtr.     Qtr.
------      ----   ----    ----  ----     ----  ----    ----   ----     ----
III-A       $10    $ 5     $21   $17      $14   $13     $20    $18      $16
III-B         9      5      20    17       13    11      20     18       16
III-C        12      7      20    17       16    15      18     17       16
III-D        14      7      23    20       19    19      23     22       21
III-E        15     11      27    24       24    24      25     25       24
III-F        14     10      24    22       22    21      20     19       18
III-G        15     11      25    23       22    22      21     20       19


      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.


      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.



                                      -29-
<PAGE>



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 2001, 2002, and the first quarter of 2003:

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

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

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



                                   2002                           2003
                 -----------------------------------------        -----
                  1st         2nd          3rd       4th           1st
      P/ship      Qtr.        Qtr.         Qtr.      Qtr.          Qtr.
      ------     -----       -----        -----      -----        -----

      III-A      $3.20        $1.49       $1.73      $2.46        $1.78
      III-B       3.48         1.63        1.72       2.56         1.85
      III-C       1.35          .90        1.26       1.26         1.07
      III-D        .75          .44        1.34       1.22         1.26
      III-E         -            -          .27        .36          .64
      III-F        .64          .85         .59        .52          .74
      III-G        .81          .77         .66        .73          .93





                                      -30-
<PAGE>




ITEM 6.  SELECTED FINANCIAL DATA

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




                                      -31-
<PAGE>

<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                                  2002                2001              2000              1999              1998
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $3,875,098          $5,425,163        $4,111,261        $2,071,891        $2,029,797
Net Income:
   Limited Partners             1,822,932           3,211,072         2,424,492           717,149           628,357
   General Partner                256,987             405,019           275,300            54,650            53,190
   Total                        2,079,919           3,616,091         2,699,792           771,799           681,547
Limited Partners' Net
   Income per Unit                   6.91               12.16              9.18              2.72              2.38
Limited Partners' Cash
   Distributions per
   Unit                              8.88               14.66              6.42              3.30              6.06
Total Assets                    2,465,350           3,086,819         3,585,623         2,793,806         2,984,008
Partners' Capital
   (Deficit):
   Limited Partners             2,405,219           2,927,287         3,587,215         2,857,723         3,011,574
   General Partner             (   87,091)        (   114,834)      (   132,196)      (   194,823)      (   197,325)
Number of Units
   Outstanding                    263,976             263,976           263,976           263,976           263,976

</TABLE>

                                      -32-
<PAGE>

<TABLE>
<CAPTION>
                                                 Selected Financial Data

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

                                  2002                2001              2000              1999              1998
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $2,276,161          $3,146,463        $2,462,438        $1,259,735        $1,201,418
Net Income:
   Limited Partners               916,420           1,701,127         1,364,829           417,755           374,539
   General Partner                216,453             348,971           264,081           110,131           108,544
   Total                        1,132,873           2,050,098         1,628,910           527,886           483,083
Limited Partners' Net
   Income per Unit                   6.62               12.30              9.87              3.02              2.71
Limited Partners' Cash
   Distributions per
   Unit                              9.39               14.44              7.34              3.27              6.82
Total Assets                    1,390,931           1,830,746         2,069,748         1,690,316         1,717,863
Partners' Capital
   (Deficit):
   Limited Partners             1,357,494           1,741,074         2,037,947         1,687,118         1,721,363
   General Partner            (    48,554)        (    67,276)      (    38,756)      (    79,362)      (    85,016)
Number of Units
   Outstanding                    138,336             138,336           138,336           138,336           138,336

</TABLE>

                                      -33-
<PAGE>

<TABLE>
<CAPTION>
                                                 Selected Financial Data

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

                                  2002                2001              2000              1999              1998
                              ------------        ------------      ------------      ------------       ------------

<S>                            <C>                 <C>               <C>               <C>                <C>
Oil and Gas Sales              $2,740,888          $4,371,115        $4,150,431        $2,446,824         $2,447,005
Net Income:
   Limited Partners             1,178,582           2,653,485         2,554,851         1,053,071          1,094,816
   General Partner                158,236             163,926           143,251            75,430             87,868
   Total                        1,336,818           2,817,411         2,698,102         1,128,501          1,182,684
Limited Partners' Net
   Income per Unit                   4.82               10.85             10.45              4.31               4.48
Limited Partners' Cash
   Distributions per
   Unit                              4.77               16.36              8.45              4.98               8.50
Total Assets                    2,751,198           2,627,295         3,949,266         3,447,965          3,572,389
Partners' Capital
   (Deficit):
   Limited Partners             2,517,801           2,507,219         3,854,734         3,364,883          3,531,812
   General Partner            (   150,636)        (   175,495)      (   152,824)      (   168,448)      (    179,285)
Number of Units
   Outstanding                    244,536             244,536           244,536           244,536            244,536

</TABLE>

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

                                                 Selected Financial Data

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

                                  2002                2001              2000              1999              1998
                              ------------        ------------      ------------      ------------       ------------

<S>                            <C>                 <C>               <C>               <C>                <C>
Oil and Gas Sales              $1,976,714          $2,912,359        $3,095,191        $2,007,243         $1,789,571
Net Income (Loss):
   Limited Partners               705,530           1,630,013         1,893,355           870,221       (     84,498)
   General Partner                 93,120             107,057           109,411            55,068             38,462
   Total                          798,650           1,737,070         2,002,766           925,289       (     46,036)
Limited Partners' Net
   Income (Loss) per
   Unit                              5.39               12.44             14.45              6.64       (        .64)
Limited Partners' Cash
   Distributions per
   Unit                              3.75               19.36             13.21              5.87               7.88
Total Assets                    1,458,550           1,157,930         1,987,262         1,810,172          1,687,823
Partners' Capital
   (Deficit):
   Limited Partners             1,086,354             872,824         1,779,811         1,618,456          1,518,235
   General Partner            (    50,949)        (    72,956)      (    58,871)      (    66,221)      (     73,501)
Number of Units
   Outstanding                    131,008             131,008           131,008           131,008            131,008

</TABLE>

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

                                                 Selected Financial Data

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

                                  2002                2001              2000              1999              1998
                              ------------        ------------      -------------     ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $5,376,000          $8,238,544        $10,477,026       $7,046,449        $6,400,589
Net Income (Loss):
   Limited Partners               798,510           3,744,610          6,952,136        2,016,127       ( 3,260,925)
   General Partner                127,708             261,289            378,449          124,846            57,256
   Total                          926,218           4,005,899          7,330,585        2,140,973       ( 3,203,669)
Limited Partners' Net
   Income (Loss) per
   Unit                              1.91                8.95              16.62             4.82       (      7.80)
Limited Partners' Cash
   Distributions per
   Unit                               .63               14.81              15.73             2.62              7.35
Total Assets                    4,442,417           3,768,636          6,138,734        5,742,231         4,621,412
Partners' Capital
   (Deficit):
   Limited Partners             3,492,685           2,960,175          5,410,565        5,037,429         4,117,302
   General Partner            (   250,684)        (   286,758)      (    240,721)     (   259,526)      (   275,783)
Number of Units
   Outstanding                    418,266             418,266            418,266          418,266           418,266

</TABLE>

                                      -36-
<PAGE>
<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                                  2002                2001              2000              1999              1998
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $1,636,758          $2,934,300        $3,437,321        $2,314,446        $2,149,193
Net Income (Loss):
   Limited Partners               460,816           1,782,241         2,142,067           801,095       (     5,324)
   General Partner                 35,680             103,349           125,735            59,101            29,041
   Total                          496,496           1,885,590         2,267,802           860,196            23,717
Limited Partners' Net
   Income (Loss)
   per Unit                          2.08                8.05              9.67              3.62       (       .02)
Limited Partners' Cash
   Distributions per
   Unit                              2.60               13.62              9.59              2.23              5.34
Total Assets                    2,427,147           2,369,806         3,638,555         3,689,702         3,533,814
Partners' Capital
   (Deficit):
   Limited Partners             2,245,037           2,359,221         3,593,980         3,575,913         3,268,818
   General Partner            (   159,621)        (   161,655)      (   135,914)      (   154,318)      (   164,221)
Number of Units
   Outstanding                    221,484             221,484           221,484           221,484           221,484

</TABLE>

                                      -37-
<PAGE>
<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                                  2002                2001              2000              1999              1998
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $1,030,481          $1,700,058        $2,050,390        $1,439,700        $1,272,575
Net Income (Loss):
   Limited Partners               329,084           1,036,655         1,359,105           588,182       (   308,749)
   General Partner                 23,287              59,655            77,940            39,264            13,093
   Total                          352,371           1,096,310         1,437,045           627,446       (   295,656)
Limited Partners' Net
   Income (Loss)
   per Unit                          2.70                8.50             11.15              4.82       (      2.53)
Limited Partners' Cash
   Distributions per
   Unit                              2.97               13.96             10.93              2.50              5.95
Total Assets                    1,396,010           1,336,030         2,017,325         2,001,438         1,817,470
Partners' Capital
   (Deficit):
   Limited Partners             1,284,099           1,318,015         1,982,360         1,956,255         1,672,073
   General Partner            (    91,757)        (    93,950)      (    79,337)      (    91,045)      (    99,974)
Number of Units
   Outstanding                    121,925             121,925           121,925           121,925           121,925

</TABLE>


                                      -38-
<PAGE>



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

      Use of Forward-Looking Statements and Estimates

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

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


      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis  of  results  of  operations  provided  below.  The  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 Organization of Petroleum
        Exporting Countries ("OPEC") to agree upon and



                                      -39-
<PAGE>



        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;
      * The availability of pipelines for transportation; and
      * Domestic and foreign government regulations and taxes.

      Recently,  while economic factors have been relatively unfavorable for oil
and natural gas demand, oil prices have benefited from the political uncertainty
associated  with the increase in terrorist  activities in parts of the world. In
the last few years, natural gas prices have varied significantly, from very high
prices in late 2000 and early  2001,  to low prices in late 2001 and early 2002,
to rising prices in the later part of 2002 and early 2003.  The high natural gas
prices were  associated  with cold  winter  weather  and  decreased  supply from
reduced  capital  investment  for  new  drilling,  while  the  low  prices  were
associated  with warm winter  weather and reduced  economic  activity.  The more
recent  increase  in  prices is the  result of  increased  demand  from  weather
patterns,  the  pricing  effect of  relatively  high oil prices,  and  increased
concern  about  the  ability  of the  industry  to meet any  longer-term  demand
increases based upon current drilling activity.

      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 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  or decrease at an even  greater  rate over a given  period.  These
factors include, but are not limited to, (i) geophysical  conditions which cause
an acceleration of the decline in production,  (ii) the shutting in of wells (or
the  opening  of  previously  shut-in  wells)  due to low oil  and  gas  prices,
mechanical difficulties,  loss of a market or transportation,  or performance of
workovers,  recompletions,  or other  operations in the well, (iii) prior period
volume  adjustments  (either  positive or negative)  made by  purchasers  of the
production, (iv) ownership adjustments in accordance with



                                      -40-
<PAGE>



agreements governing the operation or ownership of the well (such as adjustments
that occur at payout),  and (v) completion of enhanced  recovery  projects which
increase  production for the well. Many of these factors are very significant as
related to a single  well or as  related  to many  wells over a short  period of
time. However, due to the large number of wells owned by the Partnerships, these
factors  are  generally  not  material  as  compared  to the  normal  decline in
production experienced on all remaining wells.


      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables  following  "Results  of  Operations"  under the heading  "Average  Sales
Prices,  Production  Volumes,  and Average  Production  Costs."  Following  is a
discussion  of each  Partnerships'  results  of  operations  for the year  ended
December 31, 2002 as compared to the year ended  December 31, 2001,  and for the
year ended December 31, 2001 as compared to the year ended December 31, 2000.


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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                      -------------------------------------


      Total oil and gas sales decreased  $1,550,065  (28.6%) in 2002 as compared
to 2001.  Of this  decrease,  approximately  (i)  $1,339,000  was  related  to a
decrease in the  average  price of gas sold and (ii)  $693,000  was related to a
decrease in volumes of oil sold.  These  decreases were  partially  offset by an
increase  of  approximately  $503,000  related to an  increase in volumes of gas
sold.  Volumes of oil sold decreased  28,180 barrels,  while volumes of gas sold
increased  117,215 Mcf in 2002 as compared to 2001.  The  decrease in volumes of
oil sold was  primarily  due to (i) a decline in  production  on  several  wells
following  the  recompletions  of those  wells  during mid 2001 and (ii)  normal
declines in production.  These decreases were partially offset by an increase in
production on one significant  well due to the successful  workover of that well
during mid 2002. The increase in volumes of gas sold was primarily due to (i) an
increase in production on one significant well due to the successful workover of
that well  during  early  2002 and (ii)  positive  prior  period  gas  balancing
adjustments on two significant wells during 2002. These increases were partially
offset by a  decline  in  production  on two  significant  wells  following  the
recompletions  of those  wells  during  mid  2001.  Average  oil and gas  prices
decreased to $24.24 per barrel and $2.81 per Mcf, respectively, in 2002 from



                                      -41-
<PAGE>



$24.61 per barrel and $4.29 per Mcf, respectively, in 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $104,838 (10.3%) in 2002 as compared to 2001. This
decrease was primarily due to a decrease in production taxes associated with the
decrease  in oil and gas  sales.  This  decrease  was  partially  offset  by (i)
positive prior period lease  operating  expense  adjustments on two  significant
wells  during  2002,  (ii) an  increase  in  workover  expenses  incurred on one
significant  well during 2002 as compared to 2001, and (iii)  workover  expenses
incurred on another significant well during 2002. As a percentage of oil and gas
sales,  these  expenses  increased  to 23.6% in 2002  from  18.8% in 2001.  This
percentage  increase was primarily due to the decreases in the average prices of
oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $33,323  (6.4%)  in 2002 as  compared  to  2001.  This  increase  was
primarily due to (i) an increase in depletable oil and gas properties  primarily
due to  drilling  activities  on several  wells  during  2002 and (ii)  downward
revisions in the estimates of remaining oil reserves at December 31, 2002. These
increases  were  partially  offset  by (i) two  significant  wells  being  fully
depleted in 2001 due to the lack of remaining economically  recoverable reserves
and (ii) upward revisions in the estimates of remaining gas reserves at December
31, 2002. As a percentage of oil and gas sales,  this expense increased to 14.3%
in 2002 from 9.6% in 2001.  This  percentage  increase was  primarily due to the
decreases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $3,782 (1.2%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 8.1% in 2002 from 5.7% in 2001. This percentage increase was primarily due to
the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2002 totaling $33,948,701 or 128.61% of Limited Partners' capital contributions.




                                      -42-
<PAGE>




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

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


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

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

      General and  administrative  expenses  decreased  $5,501 (1.8%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses decreased
to 5.7% in 2001 from 7.6% in 2000. This percentage decrease was primarily due to
the increase in oil and gas sales.



                                      -43-
<PAGE>



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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                      -------------------------------------


      Total oil and gas sales decreased  $870,302 (27.7%) in 2002 as compared to
2001. Of this decrease,  approximately (i) $725,000 was related to a decrease in
the  average  price of gas sold and (ii)  $492,000  was related to a decrease in
volumes of oil sold.  These  decreases were  partially  offset by an increase of
approximately $362,000 related to an increase in volumes of gas sold. Volumes of
oil sold decreased  19,923 barrels,  while volumes of gas sold increased  85,808
Mcf in 2002 as  compared  to  2001.  The  decrease  in  volumes  of oil sold was
primarily  due to (i) a decline in  production  on several  wells  following the
recompletions  of those  wells  during  mid 2001 and  (ii)  normal  declines  in
production.  These decreases were partially  offset by an increase in production
on one significant  well due to the successful  workover of that well during mid
2002.  The  increase in volumes of gas sold was  primarily  due to (i)  positive
prior period gas balancing  adjustments on two significant wells during 2002 and
(ii) an increase in production  on one  significant  well due to the  successful
workover of that well during early 2002.  These increases were partially  offset
by a decline in production on two significant  wells following the recompletions
of those wells during mid 2001.  Average oil and gas prices  decreased to $24.32
per barrel and $2.73 per Mcf,  respectively,  in 2002 from $24.72 per barrel and
$4.22 per Mcf, respectively, in 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $7,810  (1.2%) in 2002 as compared to 2001.  This
decrease was primarily due to a decrease in production taxes associated with the
decrease  in oil and gas  sales.  This  decrease  was  partially  offset  by (i)
positive prior period lease  operating  expense  adjustments on two  significant
wells  during  2002,  (ii) an  increase  in  workover  expenses  incurred on one
significant  well in 2002 as  compared  to 2001,  and  (iii)  workover  expenses
incurred on several  wells within the same unit during 2002.  As a percentage of
oil and gas sales, these expenses increased to 27.4% in 2002 from 20.0% in 2001.
This  percentage  increase  was  primarily  due to the  decreases in the average
prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $22,159  (7.0%)  in 2002 as  compared  to  2001.  This  increase  was
primarily due to (i) an increase in depletable oil and gas properties  primarily
due to  drilling  activities  on several  wells  during  2002 and (ii)  downward
revisions in the estimates of remaining oil reserves at December 31, 2002. These
increases were partially offset by (i) two significant wells



                                      -44-
<PAGE>



being  fully  depleted  in  2001  due  to the  lack  of  remaining  economically
recoverable reserves and (ii) upward revisions in the estimates of remaining gas
reserves  at December  31,  2002.  As a  percentage  of oil and gas sales,  this
expense increased to 14.8% in 2002 from 10.0% in 2001. This percentage  increase
was primarily due to the decreases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $2,365 (1.4%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 7.6% in 2002 from 5.4% in 2001. This percentage increase was primarily due to
the decrease in oil and gas sales.


      The Limited Partners have received cash distributions through December 31,
2002 totaling $19,426,353 or 140.43% of Limited Partners' capital contributions.


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

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

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



                                      -45-
<PAGE>



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

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


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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                      -------------------------------------

      Total oil and gas sales decreased  $1,630,227  (37.3%) in 2002 as compared
to 2001.  Of this  decrease,  approximately  (i)  $1,108,000  was  related  to a
decrease in the  average  price of gas sold and (ii)  $501,000  was related to a
decrease  in volumes  of gas sold.  Volumes  of oil and gas sold  decreased  257
barrels and 117,402 Mcf, respectively, in 2002 as compared to 2001. The decrease
in volumes of oil sold was primarily due to (i) the shutting-in of several wells
within one unit for the latter portion of 2002 in order to perform  workovers on
those  wells and (ii)  normal  declines  in  production.  These  decreases  were
partially offset by an increase in production on one significant well due to the
successful  recompletion  of that well during late 2002. The decrease in volumes
of gas sold was  primarily due to (i) normal  declines in production  and (ii) a
decline  in  production  on one  significant  well  following  the  unsuccessful
recompletion  attempt of that well during late 2001.  Average oil and gas prices
decreased  to $24.53 per barrel  and $2.91 per Mcf,  respectively,  in 2002 from
$25.53 per barrel and $4.26 per Mcf, respectively, in 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $122,251 (12.5%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a decrease in production taxes associated with
the  decrease  in oil and gas  sales  and (ii) a  decrease  in  lease  operating
expenses  associated  with the  decreases in volumes of oil and gas sold.  These
decreases were  partially  offset by (i) workover  expenses  incurred on several
wells within the same unit during 2002 and (ii)  workover  expenses  incurred on
two significant  wells during 2002. As a percentage of oil and gas sales,  these
expenses



                                      -46-
<PAGE>



increased  to 31.3% in 2002 from 22.4% in 2001.  This  percentage  increase  was
primarily due to the decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $93,631  (25.2%)  in 2002 as  compared  to 2001.  This  decrease  was
primarily due to (i) two  significant  wells being fully depleted in 2001 due to
the lack of remaining economically  recoverable reserves,  (ii) the decreases in
volumes of oil and gas sold,  and (iii)  upward  revisions  in the  estimates of
remaining  oil and gas  reserves at December  31,  2002.  These  decreases  were
partially  offset by an increase in depletable oil and gas properties  primarily
due to drilling  activities on several wells during 2002. As a percentage of oil
and gas sales,  this expense  increased to 10.1% in 2002 from 8.5% in 2001. This
percentage  increase was primarily due to the decreases in the average prices of
oil and gas sold.

      General and  administrative  expenses  increased  $3,444 (1.2%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 10.6% in 2002 from 6.6% in 2001. This  percentage  increase was primarily due
to the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2002 totaling $25,673,795 or 104.99% of Limited Partners' capital contributions.


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

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

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

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased $86,073 (30.2%) in 2001 as compared to 2000.



                                      -47-
<PAGE>



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

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

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

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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                      -------------------------------------

      Total oil and gas sales decreased  $935,645 (32.1%) in 2002 as compared to
2001. Of this decrease,  approximately (i) $641,000 was related to a decrease in
the  average  price of gas sold and (ii)  $248,000  was related to a decrease in
volumes of gas sold.  Volumes of oil and gas sold  decreased  2,291  barrels and
60,408 Mcf,  respectively,  in 2002 as compared to 2001. The decrease in volumes
of gas sold was  primarily  due to normal  declines in  production.  Average oil
prices  increased  to $22.28 per barrel in 2002 from  $22.13 per barrel in 2001.
Average  gas  prices  decreased  to $2.82 per Mcf in 2002 from  $4.10 per Mcf in
2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $33,749 (3.7%) in 2002 as compared to 2001.  This
decrease  was  primarily  due to (i) a  decrease  in  lease  operating  expenses
associated with the decreases in volumes of oil and gas sold and (ii) a decrease
in production  taxes  associated  with the decrease in oil and gas sales.  These
decreases were partially offset by (i) an increase in workover expenses incurred
on  several  wells  within  the same unit in 2002 as  compared  to 2001 and (ii)
workover expenses incurred on two significant wells during 2002. As a percentage
of oil and gas sales,  these  expenses  increased to 44.6% in 2002 from 31.4% in
2001. This percentage  increase was primarily due to the decrease in the average
price of gas sold.



                                      -48-
<PAGE>



      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $23,911  (19.1%)  in 2002 as  compared  to 2001.  This  increase  was
primarily due to two  significant  wells being fully depleted in 2002 due to the
lack of remaining economically recoverable 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 7.6% in 2002 from 4.3% in 2001.  This
percentage  increase was  primarily  due to the decrease in the average price of
gas sold.

      General and  administrative  expenses  increased  $2,128 (1.3%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 8.3% in 2002 from 5.6% in 2001. This percentage increase was primarily due to
the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2002 totaling $14,060,669 or 107.33% of Limited Partners' capital contributions.


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

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

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

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

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $140,534  (52.8%) in 2001 as  compared  to 2000.  This  decrease  was
primarily due to (i) one  significant  well being fully  depleted in 2000 due to
the lack of remaining



                                      -49-
<PAGE>



economically  recoverable  reserves and (ii) the decreases in volumes of oil and
gas sold. As a percentage of oil and gas sales,  this expense  decreased to 4.3%
in 2001 from 8.6% in 2000.  This  percentage  decrease was  primarily due to the
dollar decrease in depreciation, depletion, and amortization.

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

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


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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                      -------------------------------------

Total oil and gas sales  decreased  $2,862,544  (34.7%) in 2002 as  compared  to
2001. Of this decrease,  approximately (i) $615,000 and $876,000,  respectively,
were related to decreases in volumes of oil and gas sold and (ii) $1,358,000 was
related to a decrease in the average  price of gas sold.  Volumes of oil and gas
sold decreased 28,656 barrels and 226,080 Mcf, respectively, in 2002 as compared
to 2001.  The  decrease  in  volumes  of oil sold was  primarily  due to  normal
declines in production. The decrease in volumes of gas sold was primarily due to
(i)  normal  declines  in  production,   (ii)  production  difficulties  on  one
significant  well  during 2002  (which  have now been  remedied),  and (iii) the
shutting-in  of  another  significant  well  during  2002 in order to  perform a
recompletion  scheduled  for  the  first  part of  2003.  These  decreases  were
partially  offset by the III-E  Partnership  receiving a reduced  percentage  of
sales on one significant well in 2001 due to gas balancing.  Average oil and gas
prices decreased to $21.34 per barrel and $2.52 per Mcf,  respectively,  in 2002
from $21.45 per barrel and $3.87 per Mcf, respectively, in 2001. The average gas
price in 2002 was lowered by the payment of refund amounts  relating to the R.W.
Scott Investments,  LLC lawsuit described in Item 3 of this Annual Report due to
the netting of such refunds against gas sales.

      Oil and gas production  expenses  (including lease operating  expenses and
production  expenses) increased $63,417 (1.8%) in 2002 as compared to 2001. This
increase was primarily due to an



                                      -50-
<PAGE>



increase in workover  expenses incurred on several wells within several units in
2002 as compared to 2001.  This increase was partially  offset by (i) a decrease
in production taxes associated with the decrease in oil and gas sales and (ii) a
decrease in lease operating expenses associated with the decreases in volumes of
oil and gas sold. As a percentage of oil and gas sales,  this expense  increased
to 66.5% in 2002 from 42.6% in 2001. This percentage  increase was primarily due
to the decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $42,757  (12.2%)  in 2002 as  compared  to 2001.  This  increase  was
primarily due to (i) two  significant  wells being fully depleted in 2002 due to
the lack of remaining economically  recoverable reserves and (ii) an increase in
depletable  oil and gas  properties  primarily  due to drilling  activities in a
large unitized  property during 2002.  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 increased to 7.3% in 2002 from 4.3% in 2001. This percentage
increase was primarily due to (i) the decreases in the average prices of oil and
gas  sold  and  (ii)  the  dollar  increase  in  depreciation,   depletion,  and
amortization.

      General and  administrative  expenses  increased  $5,204 (1.1%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 9.0% in 2002 from 5.8% in 2001. This percentage increase was primarily due to
the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2002 totaling $44,357,016 or 106.05% of Limited Partners' capital contributions.


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

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



                                      -51-
<PAGE>



management expects the gas balancing  adjustment to continue for the foreseeable
future,  thereby  continuing to contribute to a decrease in volumes of gas sold.
Average oil prices decreased to $21.45 per barrel in 2001 from $26.23 per barrel
in 2000.  Average gas prices  increased  to $3.87 per Mcf in 2001 from $3.70 per
Mcf in 2000.

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

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

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

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

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




                                      -52-
<PAGE>




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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                      -------------------------------------

      Total oil and gas sales decreased  $1,297,542  (44.2%) in 2002 as compared
to 2001. Of this decrease,  approximately (i) $679,000 was related to a decrease
in the average  price of gas sold and (ii) $442,000 was related to a decrease in
volumes of gas sold.  Volumes of oil and gas sold  decreased  3,881  barrels and
117,897 Mcf, respectively,  in 2002 as compared to 2001. The decrease in volumes
of oil sold was primarily due to the sale of one  significant  well during early
2001.  The  decrease  in  volumes  of gas sold was  primarily  due to (i) normal
declines in production, (ii) the shutting-in of one significant well during 2002
in order to  perform  a  recompletion,  and  (iii) the  shutting-in  of  another
significant well during 2002 in order to perform a workover.  Average oil prices
increased  to $22.81 per barrel in 2002 from $22.29 per barrel in 2001.  Average
gas prices  decreased  to $2.20 per Mcf in 2002 from $3.75 per Mcf in 2001.  The
average gas price in 2002 was lowered by the payment of refund amounts  relating
to the R.W. Scott  Investments,  LLC lawsuit  described in Item 3 of this Annual
Report due to the netting of such refunds against gas sales.

      As  discussed  in  Liquidity  and  Capital   Resources  below,  the  III-F
Partnership  sold certain oil and gas  properties  during 2001 and  recognized a
$338,452 gain on such sales. No such sales occurred during 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $288,135 (32.3%) in 2002 as compared to 2001. This
decrease was primarily due to (i) the sale of one significant  well during early
2001,  (ii) a decrease in production  taxes  associated with the decrease in oil
and gas sales,  and (iii) workover  expenses  incurred on two significant  wells
during 2001. As a percentage of oil and gas sales,  these expenses  increased to
36.9% in 2002 from 30.4% in 2001. This percentage  increase was primarily due to
the decrease in the average price of gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $11,138  (4.2%)  in 2002 as  compared  to  2001.  This  increase  was
primarily due to an increase in depletable oil and gas properties  primarily due
to drilling  activities on two significant  wells during 2002. This increase was
partially  offset by (i) the  decreases  in volumes of oil and gas sold and (ii)
upward  revisions in the estimates of remaining oil and gas reserves at December
31, 2002. As a percentage of oil and gas sales,  this expense increased to 16.7%
in 2002 from 8.9% in 2001.



                                      -53-
<PAGE>



This percentage  increase was primarily due to the decrease in the average price
of gas sold.

      General and  administrative  expenses  increased  $3,281 (1.3%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 16.2% in 2002 from 8.9% in 2001. This  percentage  increase was primarily due
to the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2002 totaling $17,339,904 or 78.29% of Limited Partners' capital contributions.


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

      Total oil and gas sales decreased  $503,021 (14.6%) in 2001 as compared to
2000. Of this decrease,  approximately (i) $471,000 and $111,000,  respectively,
were related to  decreases in volumes of oil and gas sold and (ii)  $168,000 was
related to a decrease in the average  price of oil sold.  These  decreases  were
partially offset by an increase of approximately $247,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold decreased  16,530
barrels and 33,041 Mcf, respectively,  in 2001 as compared to 2000. The decrease
in volumes of oil sold was  primarily  due to the sale of several  wells  during
2000 and early 2001.  Average oil prices  decreased to $22.29 per barrel in 2001
from $28.49 per barrel in 2000. Average gas prices increased to $3.75 per Mcf in
2001 from $3.35 per Mcf in 2000.

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

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

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $82,723  (24.0%)  in 2001 as  compared  to 2000.  This  decrease  was
primarily  due to (i) the  decreases in volumes of oil and gas sold and (ii) one
significant well being fully



                                      -54-
<PAGE>



depleted in 2000 due to the lack of remaining economically recoverable reserves.
As a percentage  of oil and gas sales,  this  expense  decreased to 8.9% in 2001
from 10.0% in 2000. This  percentage  decrease was primarily due to the increase
in the average price of gas sold.

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


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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                      -------------------------------------

      Total oil and gas sales decreased  $669,577 (39.4%) in 2002 as compared to
2001. Of this decrease,  approximately (i) $362,000 was related to a decrease in
the  average  price of gas sold and (ii)  $219,000  was related to a decrease in
volumes of gas sold.  Volumes of oil and gas sold  decreased  2,029  barrels and
57,971 Mcf,  respectively,  in 2002 as compared to 2001. The decrease in volumes
of oil sold was primarily due to the sale of one  significant  well during early
2001.  The  decrease  in  volumes  of gas sold was  primarily  due to (i) normal
declines in production, (ii) the shutting-in of one significant well during 2002
in order to  perform  a  recompletion,  and  (iii) the  shutting-in  of  another
significant well during 2002 in order to perform a workover.  Average oil prices
increased  to $22.99 per barrel in 2002 from $22.55 per barrel in 2001.  Average
gas prices  decreased  to $2.24 per Mcf in 2002 from $3.77 per Mcf in 2001.  The
average gas price in 2002 was lowered by the payment of refund amounts  relating
to the R.W. Scott  Investments,  LLC lawsuit  described in Item 3 of this Annual
Report due to the netting of such refunds against gas sales.

      As  discussed  in  Liquidity  and  Capital   Resources  below,  the  III-G
Partnership  sold certain oil and gas  properties  during 2001 and  recognized a
$220,939 gain on such sales. No such sales occurred during 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $165,548 (30.2%) in 2002 as compared to 2001. This
decrease was primarily due to (i) the sale of one significant  well during early
2001,  (ii) a decrease in production  taxes  associated with the decrease in oil
and gas sales,  and (iii) workover  expenses  incurred on two significant  wells
during 2001. As a percentage of oil and gas sales,  these expenses  increased to
37.1% in 2002 from 32.2% in 2001. This



                                      -55-
<PAGE>



percentage  increase was primarily due to the decrease in the average price of
gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
remained  relatively  constant  in 2002 as  compared  to 2001.  An  increase  in
depletable  oil and gas properties  primarily due to drilling  activities on two
significant wells during 2002 was  substantially  offset by (i) the decreases in
volumes  of oil and gas sold and  (ii)  upward  revisions  in the  estimates  of
remaining  oil and gas reserves at December 31, 2002. As a percentage of oil and
gas  sales,  this  expense  increased  to 13.9% in 2002 from 8.3% in 2001.  This
percentage  increase was  primarily  due to the decrease in the average price of
gas sold.

      General and  administrative  expenses  increased  $2,164 (1.4%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 14.9% in 2002 from 8.9% in 2001. This  percentage  increase was primarily due
to the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2002 totaling $9,548,287 or 78.31% of Limited Partners' capital contributions.


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

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

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

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) remained  relatively  constant in 2001 as compared to 2000. A
decrease in oil and gas  production  expenses  due to the sale of several  wells
during  2000 and  early  2001 was  substantially  offset  by  workover  expenses
incurred on



                                      -56-
<PAGE>



two significant  wells during 2001. As a percentage of oil and gas sales,  these
expenses increased to 32.2% in 2001 from 26.9% in 2000. This percentage increase
was  primarily  due to the  decrease  in the  average  price of oil sold and the
workover expenses incurred.

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

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

      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 2002, 2001, and 2000.

                              2002 Compared to 2001
                              ---------------------

                              Average Sales Prices
-----------------------------------------------------------------------------
P/ship            2002                       2001                % Change
------      -------------------        -----------------       --------------
              Oil         Gas            Oil       Gas
            ($/Bbl)     ($/Mcf)        ($/Bbl)   ($/Mcf)        Oil      Gas
            -------     -------        -------   -------       -----    -----
III-A       $24.24       $2.81         $24.61     $4.29         (2%)    (34%)
III-B        24.32        2.73          24.72      4.22         (2%)    (35%)
III-C        24.53        2.91          25.53      4.26         (4%)    (32%)
III-D        22.28        2.82          22.13      4.10          1%     (31%)
III-E        21.34        2.52          21.45      3.87         (1%)    (35%)
III-F        22.81        2.20          22.29      3.75          2%     (41%)
III-G        22.99        2.24          22.55      3.77          2%     (41%)

                                      -57-
<PAGE>

                               Production Volumes
-----------------------------------------------------------------------------
P/ship               2002                      2001              % Change
------      ---------------------      -------------------     --------------
              Oil          Gas          Oil         Gas         Oil      Gas
            (Bbls)        (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
            -------     ---------      -------   ---------     ------   -----
III-A        54,340       908,912       82,520     791,697      (34%)    15%
III-B        39,042       486,057       58,965     400,249      (34%)    21%
III-C        14,716       817,975       14,973     935,377      ( 2%)   (13%)
III-D        25,279       501,256       27,570     561,664      ( 8%)   (11%)
III-E       133,901     1,000,715      162,557   1,226,795      (18%)   (18%)
III-F        23,209       503,895       27,090     621,792      (14%)   (19%)
III-G        18,665       268,824       20,694     326,795      (10%)   (18%)


                           Average Production Costs
                         per Barrel of Oil Equivalent
                  ----------------------------------------
                  P/ship      2002      2001      % Change
                  ------     -----     -----      --------
                  III-A      $4.45     $4.76         ( 7%)
                  III-B       5.19      5.02           3%
                  III-C       5.68      5.74         ( 1%)
                  III-D       8.10      7.55           7%
                  III-E      11.89      9.57          24%
                  III-F       5.63      6.82         (17%)
                  III-G       6.02      7.29         (17%)




                                      -58-
<PAGE>




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

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


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


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




                                      -59-
<PAGE>



      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
are not  reinvested in productive  assets,  except to the extent that  producing
wells are improved, where methods are employed to permit more efficient recovery
of  reserves,  or  where  identified   developmental  drilling  or  recompletion
opportunities  are pursued,  thereby  resulting in a positive  economic  impact.
Assuming 2002  production  levels for future  years,  the  Partnerships'  proved
reserve  quantities  at  December  31, 2002 would have the  following  remaining
lives:

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

                     III-A                4.3             1.1
                     III-B                3.4             1.2
                     III-C                6.0             7.5
                     III-D                5.3             9.3
                     III-E                7.2             9.4
                     III-F                9.3             9.7
                     III-G                9.5            10.0

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

      The   Partnerships'   available   capital   from  the  Limited   Partners'
subscriptions  has been spent on oil and gas  properties  and there should be no
further material capital  resource  commitments in the future.  The Partnerships
have no debt  commitments.  Cash for  operational  purposes  will be provided by
current oil and gas  production.  During 2002,  2001, and 2000 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         2002              2001              2000
      -----------       --------          --------          --------

         III-A          $137,214          $314,177          $ 13,509
         III-B            63,540           207,751             8,907
         III-C           153,761           128,049            25,540
         III-D           170,676            58,029            24,429
         III-E           486,120           338,130           224,656
         III-F            89,261            52,855           175,878
         III-G            52,739            53,457           103,365

      While these  expenditures  may reduce or eliminate  cash available for a
particular quarterly cash distribution, the



                                      -60-
<PAGE>



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 2002, 2001,
and  2000.  The sale of the  Partnerships'  properties  was made by the  General
Partner after giving due  consideration  to both the offer price and the General
Partner's  estimate  of the  property's  remaining  proved  reserves  and future
operating  costs. Net proceeds from the sale of such properties were included in
the  calculation  of  the  Partnerships'  cash  distributions  for  the  quarter
immediately following the Partnerships'  receipt of the proceeds.  The amount of
such proceeds from the sale of oil and gas  properties  during 2002,  2001,  and
2000, were as follows:

      Partnership           2002           2001             2000
      -----------         ---------      --------        ----------
        III-A             $  -           $  7,352        $   38,743
        III-B                 118           3,105            13,342
        III-C              20,018          52,664            71,917
        III-D              16,935           7,258           206,940
        III-E                -             55,511         1,352,609
        III-F                -            344,043           349,431
        III-G                -            222,333           247,866


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

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

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements") the Partnerships were scheduled to terminate on
the dates  indicated in the "Initial  Termination  Date" column of the following
chart. However, the



                                      -61-
<PAGE>



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 III-G
Partnership  for the first  two-year  extension  period,  and the III-A,  III-B,
III-C,  III-D,  III-E, and III-F  Partnerships for the second two-year extension
period.  Therefore, the Partnerships are currently scheduled to terminate on the
dates indicated in the "Current Termination Date" column of the following chart.

                         Initial          Extensions          Current
   Partnership       Termination Date      Exercised      Termination Date
   -----------      ------------------     ---------     -----------------
     III-A          November 22, 1999           2        November 22, 2003
     III-B          January 24, 2000            2        January  24, 2004
     III-C          February 28, 2000           2        February 28, 2004
     III-D          September 5, 2000           2        September 5, 2004
     III-E          December 26, 2000           2        December 26, 2004
     III-F          March 7, 2001               2        March 7, 2005
     III-G          September 20, 2001          1        September 20, 2003

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

      During the first quarter of 2003 the  Partnerships  reimbursed  Samson for
certain  payments Samson made to royalty and overriding  royalty interest owners
on Wyoming  properties.  These  refunds were made in  connection  with the class
action allegations made in the lawsuit described in "Item 3. Legal Proceedings."
These  reimbursements  may reduce or eliminate  cash available for first quarter
cash distributions.


      Critical Accounting Policies

      The  Partnerships  follow the successful  efforts method of accounting for
their  oil  and  gas  properties.  Under  the  successful  efforts  method,  the
Partnerships  capitalize all property  acquisition  costs and development  costs
incurred in  connection  with the further  development  of oil and gas reserves.
Property  acquisition  costs include costs incurred by the  Partnerships  or the
General  Partner  to  acquire  producing  properties,  including  related  title
insurance or examination costs, commissions,  engineering,  legal and accounting
fees, and similar costs directly related to the acquisitions,  plus an allocated
portion of the General Partners'  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.



                                      -62-
<PAGE>



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

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



                                      -63-
<PAGE>



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.


      New Accounting Pronouncements

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

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived  assets (mainly plugging and abandonment  costs for the Partnerships'
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  estimates that adopting this statement
will result in an increase in  capitalized  cost of oil and gas  properties,  an
increase  in net income for the  cumulative  effect of the change in  accounting
principle,  and  the  recognition  of an  asset  retirement  obligation  in  the
following approximate amounts for each Partnership:

                   Change in           Increase in
                  Capitalized         Net Income for
                  Cost of Oil         the Change in           Asset
                    and Gas             Accounting          Retirement
Partnership        Properties           Principle           Obligation
-----------       ------------        --------------        ----------

   III-A            $166,000           $ 56,000              $110,000
   III-B             116,000             39,000                77,000
   III-C             296,000            106,000               190,000
   III-D             170,000             64,000               106,000
   III-E             421,000            160,000               261,000
   III-F             234,000             94,000               140,000
   III-G             149,000             55,000                94,000

The asset  retirement  obligation will be adjusted upwards each quarter in order
to recognize accretion of the time-related  discount factor.  Management has not
yet determined the actual or estimated impact of these future adjustments on the
Partnerships' future financial condition or results of operations.

      In  August  2001,  the  FASB  issued  FAS  No.  144,  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets",  which is effective  for fiscal
years beginning after December 15,  2001(January 1, 2002 for the  Partnerships).
This statement supersedes FAS No. 121 "Accounting for the Impairment of Long-



                                      -64-
<PAGE>



Lived Assets and for Long-Lived Assets to be Disposed Of". The provisions of FAS
No. 144, as they relate to the Partnerships, are essentially the same as FAS No.
121 and thus did not have a significant  effect on the  Partnerships'  financial
condition or results of operations.

      In  November  2002,  the  FASB  issued  FASB  Interpretation  45 (FIN  45)
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantee  of  Indebtedness  of  Others."  FIN 45  requires  that upon
issuance of a guarantee,  the guarantor  must recognize a liability for the fair
value  of the  obligation  it  assumes  under  that  guarantee.  The  disclosure
requirements  are effective for financial  statements of both interim and annual
periods which end after December 15, 2002. The  Partnerships  are not guarantors
under any  guarantees  and thus this  interpretation  is not expected to have an
effect on the Partnerships' financial position or results of operations.


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
2002. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."


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

      The Partnerships do not hold any market risk sensitive instruments.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

      None.




                                      -65-
<PAGE>




                                    PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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

            Name              Age      Position with Geodyne
      ----------------        ---     --------------------------------
      Dennis R. Neill          51     President and Director

      Judy K. Fox              52     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 2002 of reports required under Section 16 of the Securities  Exchange Act
of 1934.




                                      -66-
<PAGE>




ITEM 11.    EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as general or  administrative  expense.  When actual costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and  affiliates.  The  amount of general  and  administrative
expense allocated to the General Partner and its affiliates which was charged to
each  Partnership  during 2002, 2001, and 2000, 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         2002          2001         2000
            -----------       --------      --------     --------

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

      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals  to the  Partnerships'  activities  based on the  allocation  method
described above. The following tables indicate the approximate amount of general
and  administrative  expense  reimbursement  attributable to the salaries of the
directors,  officers,  and employees of the General  Partner and its  affiliates
during 2002, 2001, and 2000:





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




                                                  Salary Reimbursement
                                                     III-A Partnership
                                                     ---------------
                                           Three Years Ended December 31, 2002

                                                                    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)          2000      -            -          -           -              -           -           -
                      2001      -            -          -           -              -           -           -
                      2002      -            -          -           -              -           -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)         2000    $164,917       -          -           -              -           -           -
                      2001    $154,275       -          -           -              -           -           -
                      2002    $148,384       -          -           -              -           -           -

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

                                      -68-
<PAGE>

<TABLE>
<CAPTION>




                                                  Salary Reimbursement
                                                     III-B Partnership
                                                     ---------------
                                           Three Years Ended December 31, 2002

                                                                    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)          2000       -           -         -           -              -           -           -
                      2001       -           -         -           -              -           -           -
                      2002       -           -         -           -              -           -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)         2000     $86,425       -         -           -              -           -           -
                      2001     $80,848       -         -           -              -           -           -
                      2002     $77,761       -         -           -              -           -           -

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

                                      -69-
<PAGE>




<TABLE>
<CAPTION>
                                                  Salary Reimbursements
                                                    III-C Partnership
                                                    -----------------

                                           Three Years Ended December 31, 2002

                                                                        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)          2000       -           -           -          -              -           -           -
                      2001       -           -           -          -              -           -           -
                      2002       -           -           -          -              -           -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)         2000    $152,774      -           -           -              -           -           -
                      2001    $142,915      -           -           -              -           -           -
                      2002    $137,458      -           -           -              -           -           -

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

                                      -70-
<PAGE>

<TABLE>
<CAPTION>
                                                  Salary Reimbursements
                                                    III-D Partnership
                                                    -----------------

                                           Three Years Ended December 31, 2002

                                                                        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)          2000      -           -          -           -              -           -           -
                      2001      -           -          -           -              -           -           -
                      2002      -           -          -           -              -           -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)         2000    $81,846       -          -           -              -           -           -
                      2001    $76,564       -          -           -              -           -           -
                      2002    $73,641       -          -           -              -           -           -

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

                                      -71-
<PAGE>

<TABLE>
<CAPTION>
                                                  Salary Reimbursements
                                                    III-E Partnership
                                                    -----------------

                                           Three Years Ended December 31, 2002

                                                                        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)          2000      -           -          -           -              -            -           -
                      2001      -           -          -           -              -            -           -
                      2002      -           -          -           -              -            -            -
All Executive
Officers,
Directors,
and Employees
as a group(2)         2000    $261,306      -          -           -              -            -           -
                      2001    $244,443      -          -           -              -            -           -
                      2002    $235,110      -          -           -              -            -           -

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


                                      -72-
<PAGE>


<TABLE>
<CAPTION>
                                                  Salary Reimbursements
                                                    III-F Partnership
                                                    -----------------

                                           Three Years Ended December 31, 2002

                                                                        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)          2000      -           -           -           -             -           -            -
                      2001      -           -           -           -             -           -            -
                      2002      -           -           -           -             -           -            -
All Executive
Officers,
Directors,
and Employees
as a group(2)         2000    $138,366      -           -           -             -           -            -
                      2001    $129,437      -           -           -             -           -            -
                      2002    $124,495      -           -           -             -           -            -

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

                                      -73-
<PAGE>

<TABLE>
<CAPTION>
                                                  Salary Reimbursements
                                                    III-G Partnership
                                                    -----------------

                                           Three Years Ended December 31, 2002

                                                                        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)            2000  -            -          -           -              -            -          -
                        2001  -            -          -           -              -            -          -
                        2002  -            -          -           -              -            -          -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2000  $76,170      -          -           -              -            -          -
                        2001  $71,254      -          -           -              -            -          -
                        2002  $68,534      -          -           -              -            -          -

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

</TABLE>

                                      -74-
<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 March 1,  2003 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                            55,929     (21.2%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  55,929     (21.2%)




                                      -75-
<PAGE>



III-B Partnership:
-----------------
   Samson Resources Company                            29,654     (21.4%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  29,654     (21.4%)

III-C Partnership:
-----------------
   Samson Resources Company                            56,130     (23.0%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  56,130     (23.0%)

III-D Partnership:
-----------------
   Samson Resources Company                            33,419     (25.5%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  33,419     (25.5%)

III-E Partnership:
-----------------
   Samson Resources Company                           109,378     (26.2%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 109,378     (26.2%)

III-F Partnership:
-----------------
   Samson Resources Company                            57,649     (26.0%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  57,649     (26.0%)

III-G Partnership:
-----------------
   Samson Resources Company                            31,178     (25.6%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  31,178     (25.6%)



                                      -76-
<PAGE>




ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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




                                      -77-
<PAGE>



                                    PART IV


ITEM 14.    CONTROLS AND PROCEDURES

      Within  the 90 days  prior to the date of this  report,  the  Partnerships
carried out an evaluation  under the supervision and with the  participation  of
the Partnerships' management,  including their chief executive officer and chief
financial  officer,  of the  effectiveness  of the design and  operation  of the
Partnerships'  disclosure controls and procedures pursuant to Rule 13a-14 of the
Securities  Exchange Act of 1934. Based upon that evaluation,  the Partnerships'
chief  executive   officer  and  chief  financial  officer  concluded  that  the
Partnerships'  disclosure  controls  and  procedures  are  effective  in  timely
alerting them to material information  relating to the Partnerships  required to
be included in the Partnerships'  periodic filings with the SEC. There have been
no  significant  changes  in the  Partnerships'  internal  controls  or in other
factors which could  significantly  affect the  Partnerships'  internal controls
subsequent to the date the Partnerships carried out this evaluation.


ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Financial Statements, Financial Statement Schedules, and Exhibits.

      (1) Financial Statements: The following financial statements for the

            Geodyne Energy Income Limited Partnership III-A
            Geodyne Energy Income Limited Partnership III-B
            Geodyne Energy Income Limited Partnership III-C
            Geodyne Energy Income Limited Partnership III-D
            Geodyne Energy Income Limited Partnership III-E
            Geodyne Energy Income Limited Partnership III-F
            Geodyne Energy Income Limited Partnership III-G

            as of December  31, 2002 and 2001 and for each of the three years in
            the period ended December 31, 2002 are filed as part of this report:

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

      (2) Financial Statement Schedules:

            None.



                                      -78-
<PAGE>




      (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.

 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



                                      -79-
<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       Agreement of Limited  Partnership dated January 24, 1990 for Geodyne
            Energy  Income  Limited  Partnership  III-B  filed as Exhibit 4.2 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31, 1999,  filed with the SEC on February  25,  2000,  and is hereby
            incorporated by reference.

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

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

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

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



                                      -80-
<PAGE>



 4.15       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.

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

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

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

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

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

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

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



                                      -81-
<PAGE>



            31, 1999,  filed with the SEC on February  25,  2000,  and is hereby
            incorporated by reference.

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

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

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

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

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

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

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



                                      -82-
<PAGE>



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

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

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

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

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

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

*4.36       Sixth Amendment to Agreement of Limited  Partnership for the Geodyne
            Energy Income Limited Partnership III-D dated August 20, 2002.

 4.37       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.




                                      -83-
<PAGE>



 4.38       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.

 4.39       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.

 4.40       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.

 4.41       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.

 4.42       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.

 4.43       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.

 4.44       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.

 4.45       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



                                      -84-
<PAGE>



            14, 2002, and is hereby incorporated by reference.

 4.46       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.

 4.47       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.

 4.48       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.

 4.49       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.

 4.50       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.

 4.51       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.

 4.52       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.

 4.53       Fifth   Amendment   to   Agreement  of   Limited  Partnership  dated
            February 5, 2001 for the Geodyne Energy Income



                                      -85-
<PAGE>



            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.

*4.53a      Sixth Amendment to Agreement of Limited  Partnership for the Geodyne
            Energy Income Limited Partnership III-F dated February 10, 2003.

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

 4.55       Certificate  of Limited  Partnership  dated  September  20, 1991 for
            Geodyne  Energy Income  Limited  Partnership  III-G filed as Exhibit
            4.53 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.

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

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

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

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

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



                                      -86-
<PAGE>




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

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

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

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

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

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

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

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

*99.1       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.

*99.2       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.

*99.3       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.

*99.4       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.

*99.5       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.




                                      -87-
<PAGE>



*99.6       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.

*99.7       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-G.


      All other Exhibits are omitted as inapplicable.

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

(b) Reports on Form 8-K filed during the fourth quarter of 2002:

      None.




                                      -88-
<PAGE>



                                   SIGNATURES

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

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

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner

                                  March 28, 2003

                                    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 28, 2003
      -------------------       Director (Principal
        Dennis R. Neill         Executive Officer)

      //s//Craig D. Loseke      Chief Accounting         March 28, 2003
      -------------------       Officer (Principal
        Craig D. Loseke         Accounting and
                                Financial Officer)

      //s//Judy K. Fox          Secretary                March 28, 2003
      -------------------
          Judy K. Fox



                                      -89-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership III-A;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and



                                      -90-
<PAGE>



      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                          //s//Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)



                                      -91-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership III-A;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and



                                      -92-
<PAGE>



      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                      -93-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership III-B;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and



                                      -94-
<PAGE>



      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                          //s//Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)



                                      -95-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership III-B;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and



                                      -96-
<PAGE>



      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                      -97-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership III-C;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and




                                      -98-
<PAGE>



      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                          //s//Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)



                                      -99-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership III-C;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and



                                     -100-
<PAGE>



      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                     -101-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership III-D;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and



                                     -102-
<PAGE>




      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                          //s//Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)



                                     -103-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership III-D;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and



                                     -104-
<PAGE>




      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                     -105-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership III-E;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and



                                     -106-
<PAGE>




      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                          //s//Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)



                                     -107-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership III-E;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and



                                     -108-
<PAGE>




      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                     -109-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership III-F;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and



                                     -110-
<PAGE>




      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                          //s//Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)

                                     -111-
<PAGE>


                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership III-F;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and



                                     -112-
<PAGE>




      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                     -113-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership III-G;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and



                                     -114-
<PAGE>




      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                          //s//Dennis R. Neill
                                          ---------------------------
                                          Dennis R. Neill, President
                                          (Principal Executive Officer)



                                     -115-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1. I have  reviewed  this  annual  report on Form 10-K of  Geodyne  Energy
Income Limited Partnership III-G;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and



                                     -116-
<PAGE>




      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

                                          //s//Craig D. Loseke
                                          ---------------------------
                                          Craig D. Loseke
                                          Chief Accounting Officer
                                          (Principal Financial Officer)



                                     -117-
<PAGE>
Item 8:     Financial Statements and Supplementary Data

                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-A, an Oklahoma limited  partnership,  at December
31, 2002 and 2001, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2002,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.









                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 14, 2003




                                      F-1
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                                Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------
                                              2002                2001
                                          ------------        ------------
CURRENT ASSETS:
   Cash and cash equivalents               $  718,665          $  874,852
   Accounts receivable:
      Related party (Note 2)                      888
      Oil and gas sales                       617,187             557,898
                                            ---------           ---------
         Total current assets              $1,336,740          $1,432,750

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             867,774           1,306,496

DEFERRED CHARGE                               260,836             347,573
                                            ---------           ---------
                                           $2,465,350          $3,086,819
                                            =========           =========

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

CURRENT LIABILITIES:
   Accounts payable                        $   86,580          $  201,567
   Gas imbalance payable                       27,471              31,836
                                            ---------           ---------
      Total current liabilities            $  114,051          $  233,403

ACCRUED LIABILITY                          $   33,171          $   40,963

PARTNERS' CAPITAL (DEFICIT):
   General Partner                        ($   87,091)        ($  114,834)
   Limited Partners, issued and
      outstanding, 263,976 Units            2,405,219           2,927,287
                                            ---------           ---------
         Total Partners' capital           $2,318,128          $2,812,453
                                            ---------           ---------
                                           $2,465,350          $3,086,819
                                            =========           =========





              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, 2002, 2001, and 2000

                                        2002             2001            2000
                                    ------------      ----------      ----------
REVENUES:
   Oil and gas sales                 $3,875,098       $5,425,163      $4,111,261
   Interest income                        7,489           33,344          26,015
   Gain (loss) on sale of oil
      and gas properties            (    22,350)           5,635           7,670
                                      ---------        ---------       ---------
                                     $3,860,237       $5,464,142      $4,144,946

COSTS AND EXPENSES:
   Lease operating                   $  697,520       $  597,621      $  525,707
   Production tax                       217,732          422,469         327,504
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                    552,708          519,385         277,866
   General and
      administrative                    312,358          308,576         314,077
                                      ---------        ---------       ---------
                                     $1,780,318       $1,848,051      $1,445,154
                                      ---------        ---------       ---------

NET INCOME                           $2,079,919       $3,616,091      $2,699,792
                                      =========        =========       =========

GENERAL PARTNER - NET
   INCOME                            $  256,987       $  405,019      $  275,300
                                      =========        =========       =========

LIMITED PARTNERS - NET
   INCOME                            $1,822,932       $3,211,072      $2,424,492
                                      =========        =========       =========
NET INCOME per Unit                  $     6.91       $    12.16      $     9.18
                                      =========        =========       =========
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, 2002, 2001, and 2000

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

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

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

Balance, Dec. 31, 2001         $2,927,287      ($114,834)      $2,812,453
   Net income                   1,822,932        256,987        2,079,919
   Cash distributions         ( 2,345,000)     ( 229,244)     ( 2,574,244)
                                ---------        -------        ---------

Balance, Dec. 31, 2002         $2,405,219      ($ 87,091)      $2,318,128
                                =========        =======        =========


              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, 2002, 2001, and 2000

                                       2002            2001            2000
                                   ------------    ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $2,079,919      $3,616,091      $2,699,792
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                     552,708         519,385         277,866
      (Gain) loss on sale of oil
        and gas properties              22,350     (     5,635)    (     7,670)
      Increase in accounts
        receivable-related
        party                      (        10)           -               -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales          (    59,289)        255,651     (   487,858)
      (Increase) decrease in
        deferred charge                 86,737             202     (    68,124)
      Increase (decrease) in
        accounts payable           (   114,987)        159,063     (     6,691)
      Increase (decrease) in
        gas imbalance payable      (     4,365)    (     2,634)          2,811
      Increase (decrease) in
        accrued liability          (     7,792)    (    12,667)          3,578
                                     ---------       ---------       ---------

   Net cash provided by
      operating activities          $2,555,271      $4,529,456      $2,413,704
                                     ---------       ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($  137,214)    ($  314,177)    ($   13,509)
   Proceeds from sale of oil
      and gas properties                  -              7,352          38,743
                                     ---------       ---------       ---------

   Net cash provided (used)
      by investing activities      ($  137,214)    ($  306,825)     $   25,234
                                     ---------       ---------       ---------


                                      F-5
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($2,574,244)    ($4,258,657)    ($1,907,673)
                                     ---------       ---------       ---------
   Net cash used by
      financing activities         ($2,574,244)    ($4,258,657)    ($1,907,673)
                                     ---------       ---------       ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       ($  156,187)    ($   36,026)     $  531,265

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              874,852         910,878         379,613
                                     ---------       ---------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  718,665      $  874,852      $  910,878
                                     =========       =========       =========



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




                                      F-6
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-B, an Oklahoma limited  partnership,  at December
31, 2002 and 2001, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2002,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.











                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 14, 2003




                                      F-7
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                                Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------
                                                2002              2001
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  397,754        $  494,899
   Accounts receivable:
      Related party (Note 2)                        586              -
      Oil and gas sales                         346,664           329,826
                                              ---------         ---------
         Total current assets                $  745,004        $  824,725

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                               461,645           750,031

DEFERRED CHARGE                                 184,282           255,990
                                              ---------         ---------
                                             $1,390,931        $1,830,746
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $   57,077        $  123,265
   Gas imbalance payable                         12,396            14,325
                                              ---------         ---------
      Total current liabilities              $   69,473        $  137,590

ACCRUED LIABILITY                            $   12,518        $   19,358

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($   48,554)      ($   67,276)
   Limited Partners, issued and
      outstanding, 138,336 Units              1,357,494         1,741,074
                                              ---------         ---------
         Total Partners' capital             $1,308,940        $1,673,798
                                              ---------         ---------

                                             $1,390,931        $1,830,746
                                              =========         =========




              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, 2002, 2001, and 2000

                                   2002             2001            2000
                               ------------      ----------      ----------
REVENUES:
   Oil and gas sales            $2,276,161       $3,146,463      $2,462,438
   Interest income                   3,923           17,017          14,670
   Gain (loss) on sale of oil
      and gas properties       (    14,724)           2,391            -
                                 ---------        ---------       ---------
                                $2,265,360       $3,165,871      $2,477,108

COSTS AND EXPENSES:
   Lease operating              $  477,844       $  380,273      $  327,214
   Production tax                  145,092          250,473         198,067
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties               336,505          314,346         156,750
   General and
      administrative               173,046          170,681         166,167
                                 ---------        ---------       ---------
                                $1,132,487       $1,115,773      $  848,198
                                 ---------        ---------       ---------

NET INCOME                      $1,132,873       $2,050,098      $1,628,910
                                 =========        =========       =========
GENERAL PARTNER - NET
   INCOME                       $  216,453       $  348,971      $  264,081
                                 =========        =========       =========
LIMITED PARTNERS - NET
   INCOME                       $  916,420       $1,701,127      $1,364,829
                                 =========        =========       =========

NET INCOME per Unit             $     6.62       $    12.30      $     9.87
                                 =========        =========       =========

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, 2002, 2001, and 2000


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

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

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

Balance, Dec. 31, 2001           $1,741,074     ($ 67,276)     $1,673,798
   Net income                       916,420       216,453       1,132,873
   Cash distributions           ( 1,300,000)    ( 197,731)    ( 1,497,731)
                                  ---------       -------       ---------

Balance, Dec. 31, 2002           $1,357,494     ($ 48,554)     $1,308,940
                                  =========       =======       =========



              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, 2002, 2001, and 2000

                                      2002            2001            2000
                                  ------------    ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $1,132,873      $2,050,098      $1,628,910
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                    336,505         314,346         156,750
      (Gain) loss on sale of oil
        and gas properties             14,724     (     2,391)           -
      Increase in accounts
        receivable-related
        party                     (         7)           -               -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales         (    16,838)        126,715     (   241,682)
      (Increase) decrease in
        deferred charge                71,708           3,301     (    29,657)
      Increase (decrease) in
        accounts payable          (    66,188)         98,281     (     7,601)
      Decrease in gas
        imbalance payable         (     1,929)    (     2,168)    (        24)
      Decrease in accrued
        liability                 (     6,840)    (     9,722)    (     4,378)
                                    ---------       ---------       ---------

   Net cash provided by
      operating activities         $1,464,008      $2,578,460      $1,502,318
                                    ---------       ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($   63,540)    ($  207,751)    ($    8,907)
   Proceeds from sale of oil
      and gas properties                  118           3,105          13,342
                                    ---------       ---------       ---------

   Net cash provided (used)
      by investing activities     ($   63,422)    ($  204,646)     $    4,435
                                    ---------       ---------       ---------





                                      F-11
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($1,497,731)    ($2,375,491)      ($1,237,475)
                                    ---------       ---------         ---------
   Net cash used by
      financing activities        ($1,497,731)    ($2,375,491)      ($1,237,475)
                                    ---------       ---------         ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      ($   97,145)    ($    1,677)       $  269,278

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             494,899         496,576           227,298
                                    ---------       ---------         ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  397,754      $  494,899        $  496,576
                                    =========       =========         =========




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





                                      F-12
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-C, an Oklahoma limited  partnership,  at December
31, 2002 and 2001, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2002,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.











                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 14, 2003




                                      F-13
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                                Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------

                                                2002              2001
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  480,424        $  371,012
   Accounts receivable:
      Oil and gas sales                         518,374           362,134
                                              ---------         ---------
         Total current assets                $  998,798        $  733,146

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             1,694,533         1,820,677

DEFERRED CHARGE                                  57,867            73,472
                                              ---------         ---------
                                             $2,751,198        $2,627,295
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $  143,943        $   86,399
   Gas imbalance payable                         43,923            40,724
                                              ---------         ---------
      Total current liabilities              $  187,866        $  127,123

ACCRUED LIABILITY                            $  196,167        $  168,448

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  150,636)      ($  175,495)
   Limited Partners, issued and
      outstanding, 244,536 Units              2,517,801         2,507,219
                                              ---------         ---------
         Total Partners' capital             $2,367,165        $2,331,724
                                              ---------         ---------
                                             $2,751,198        $2,627,295
                                              =========         =========




              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, 2002, 2001, and 2000

                                  2002              2001             2000
                               ----------        ----------       ----------
REVENUES:
   Oil and gas sales           $2,740,888        $4,371,115       $4,150,431
   Interest income                  4,112            32,045           30,221
   Gain on sale of oil and
      gas properties               17,501            52,372           71,916
                                ---------         ---------        ---------
                               $2,762,501        $4,455,532       $4,252,568
COSTS AND EXPENSES:
   Lease operating             $  664,164        $  681,586       $  694,315
   Production tax                 193,962           298,791          284,509
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties              277,388           371,019          284,946
   General and
      administrative              290,169           286,725          290,696
                                ---------         ---------        ---------
                               $1,425,683        $1,638,121       $1,554,466
                                ---------         ---------        ---------

NET INCOME                     $1,336,818        $2,817,411       $2,698,102
                                =========         =========        =========
GENERAL PARTNER - NET
   INCOME                      $  158,236        $  163,926       $  143,251
                                =========         =========        =========

LIMITED PARTNERS - NET
   INCOME                      $1,178,582        $2,653,485       $2,554,851
                                =========         =========        =========

NET INCOME per Unit            $     4.82        $    10.85       $    10.45
                                =========         =========        =========

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, 2002, 2001, and 2000


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

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

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

Balance, Dec. 31, 2001         $2,507,219       ($175,495)     $2,331,724
   Net income                   1,178,582         158,236       1,336,818
   Cash distributions         ( 1,168,000)      ( 133,377)    ( 1,301,377)
                                ---------         -------       ---------

Balance, Dec. 31, 2002         $2,517,801       ($150,636)     $2,367,165
                                =========         =======       =========




              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, 2002, 2001, and 2000

                                       2002            2001           2000
                                   ------------    ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $1,336,818      $2,817,411     $2,698,102
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                     277,388         371,019        284,946
      Gain on sale of oil and
        gas properties             (    17,501)    (    52,372)   (    71,916)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales          (   156,240)        529,877    (   447,575)
      Decrease in deferred
        charge                          15,605          16,576        107,221
      Increase in accounts
        payable                         57,544          14,668         21,324
      Increase (decrease) in
        gas imbalance payable            3,199          24,057    (    28,060)
      Increase in accrued
        liability                       27,719           9,490          2,562
                                     ---------       ---------      ---------
   Net cash provided by
      operating activities          $1,544,532      $3,730,726     $2,566,604
                                     ---------       ---------      ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($  153,761)    ($  128,049)   ($   25,540)
   Proceeds from sale of oil
      and gas properties                20,018          52,664         71,917
                                     ---------       ---------      ---------
   Net cash provided (used)
      by investing activities      ($  133,743)    ($   75,385)    $   46,377
                                     ---------       ---------      ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($1,301,377)    ($4,187,597)   ($2,192,627)
                                     ---------       ---------      ---------
   Net cash used by
      financing activities         ($1,301,377)    ($4,187,597)   ($2,192,627)
                                     ---------       ---------      ---------

                                      F-17
<PAGE>


NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        $  109,412     ($  532,256)    $  420,354

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              371,012         903,268        482,914
                                     ---------       ---------      ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  480,424      $  371,012     $  903,268
                                     =========       =========      =========




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






                                      F-18
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-D, an Oklahoma limited  partnership,  at December
31, 2002 and 2001, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2002,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.











                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 14, 2003




                                      F-19
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                                Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------

                                                 2002              2001
                                             ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $  306,024        $  160,008
   Accounts receivable:
      Oil and gas sales                          386,024           250,386
                                               ---------         ---------
         Total current assets                 $  692,048        $  410,394

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                                755,553           735,922

DEFERRED CHARGE                                   10,949            11,614
                                               ---------         ---------
                                              $1,458,550        $1,157,930
                                               =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                           $  171,347        $  147,868
                                               ---------         ---------
      Total current liabilities               $  171,347        $  147,868

ACCRUED LIABILITY                             $  251,798        $  210,194

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   50,949)      ($   72,956)
   Limited Partners, issued and
      outstanding, 131,008 Units               1,086,354           872,824
                                               ---------         ---------
         Total Partners' capital              $1,035,405        $  799,868
                                               ---------         ---------
                                              $1,458,550        $1,157,930
                                               =========         =========




              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, 2002, 2001, and 2000

                                  2002             2001            2000
                               ----------       ----------      ----------
REVENUES:
   Oil and gas sales           $1,976,714       $2,912,359      $3,095,191
   Interest income                  1,879           20,356          22,906
   Gain on sale of oil
      and gas properties           15,250            7,258         203,942
                                ---------        ---------       ---------
                               $1,993,843       $2,939,973      $3,322,039
COSTS AND EXPENSES:
   Lease operating             $  739,840       $  715,289      $  689,575
   Production tax                 141,082          199,382         205,988
   Depreciation, depletion
      and amortization
      of oil and gas
      properties                  149,360          125,449         265,983
   General and
      administrative              164,911          162,783         157,727
                                ---------        ---------       ---------
                               $1,195,193       $1,202,903      $1,319,273
                                ---------        ---------       ---------

NET INCOME                     $  798,650       $1,737,070      $2,002,766
                                =========        =========       =========
GENERAL PARTNER - NET
   INCOME                      $   93,120       $  107,057      $  109,411
                                =========        =========       =========

LIMITED PARTNERS - NET
   INCOME                      $  705,530       $1,630,013      $1,893,355
                                =========        =========       =========

NET INCOME per Unit            $     5.39       $    12.44      $    14.45
                                =========        =========       =========

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



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




                                      F-21
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2002, 2001, and 2000


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

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

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

Balance, Dec. 31, 2001         $  872,824       ($ 72,956)      $  799,868
   Net income                     705,530          93,120          798,650
   Cash distributions         (   492,000)      (  71,113)     (   563,113)
                                ---------         -------        ---------

Balance, Dec. 31, 2002         $1,086,354       ($ 50,949)      $1,035,405
                                =========         =======        =========



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





                                      F-22
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2002, 2001, and 2000

                                       2002            2001             2000
                                    ----------     ------------     ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $798,650       $1,737,070       $2,002,766
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                    149,360          125,449          265,983
      Gain on sale of oil
        and gas properties          (  15,250)     (     7,258)     (   203,942)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales           ( 135,638)         355,840      (   235,029)
      Decrease in deferred
        charge                            665            4,241           36,557
      Increase (decrease) in
        accounts payable               23,479           77,330      (     3,853)
      Increase (decrease) in
        gas imbalance payable            -         (     3,555)           1,194
      Increase in accrued
        liability                      41,604           17,965           11,044
                                      -------        ---------        ---------
   Net cash provided by
      operating activities           $862,870       $2,307,082       $1,874,720
                                      -------        ---------        ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($170,676)     ($   58,029)     ($   24,429)
   Proceeds from sale of oil
      and gas properties               16,935            7,258          206,940
                                      -------        ---------        ---------

   Net cash provided (used)
      by investing activities       ($153,741)     ($   50,771)      $  182,511
                                      -------        ---------        ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($563,113)     ($2,658,142)     ($1,834,061)
                                      -------        ---------        ---------
   Net cash used by
      financing activities          ($563,113)     ($2,658,142)     ($1,834,061)
                                      -------        ---------        ---------



                                      F-23
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $146,016      ($  401,831)      $  223,170

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             160,008          561,839          338,669
                                      -------        ---------        ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $306,024       $  160,008       $  561,839
                                      =======        =========        =========





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





                                      F-24
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-E, an Oklahoma limited  partnership,  at December
31, 2002 and 2001, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2002,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.











                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 14, 2003




                                      F-25
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------

                                                2002              2001
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  801,420        $  440,024
   Accounts receivable:
      Oil and gas sales                         924,827           687,090
                                              ---------         ---------
         Total current assets                $1,726,247        $1,127,114

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             2,646,994         2,553,810

DEFERRED CHARGE                                  69,176            87,712
                                              ---------         ---------
                                             $4,442,417        $3,768,636
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $  746,759        $  773,007
   Accrued liability - other
      (Note 1)                                  122,289              -
   Gas imbalance payable                          2,736             4,991
                                              ---------         ---------
      Total current liabilities              $  871,784        $  777,998

ACCRUED LIABILITY                            $  328,632        $  317,221

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  250,684)      ($  286,758)
   Limited Partners, issued and
      outstanding, 418,266 Units              3,492,685         2,960,175
                                              ---------         ---------
         Total Partners' capital             $3,242,001        $2,673,417
                                              ---------         ---------
                                             $4,442,417        $3,768,636
                                              =========         =========





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



                                      F-26
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                 Statements of Operations
                   For the Years Ended December 31, 2002, 2001, and 2000

                                   2002             2001               2000
                                ----------       ----------        -----------
REVENUES:
   Oil and gas sales            $5,376,000       $8,238,544        $10,477,026
   Interest income                   2,779           53,027             87,675
   Gain on sale of
      oil and gas properties          -              55,511          1,324,494
                                 ---------        ---------         ----------
                                $5,378,779       $8,347,082        $11,889,195

COSTS AND EXPENSES:
   Lease operating              $3,228,739       $2,974,088        $ 2,978,697
   Production tax                  345,919          537,153            673,810
   Depreciation, depletion
      and amortization
      of oil and gas
      properties                   392,936          350,179            407,584
   General and
      administrative               484,967          479,763            498,519
                                 ---------        ---------         ----------
                                $4,452,561       $4,341,183        $ 4,558,610
                                 ---------        ---------         ----------

NET INCOME                      $  926,218       $4,005,899        $ 7,330,585
                                 =========        =========         ==========
GENERAL PARTNER - NET
   INCOME                       $  127,708       $  261,289        $   378,449
                                 =========        =========         ==========
LIMITED PARTNERS - NET
   INCOME                       $  798,510       $3,744,610        $ 6,952,136
                                 =========        =========         ==========

NET INCOME per Unit             $     1.91       $     8.95        $     16.62
                                 =========        =========         ==========

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




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





                                      F-27
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2002, 2001, and 2000


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

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

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

Balance, Dec. 31, 2001          $2,960,175      ($286,758)      $2,673,417
   Net income                      798,510        127,708          926,218
   Cash distributions          (   266,000)     (  91,634)     (   357,634)
                                 ---------        -------        ---------

Balance, Dec. 31, 2002          $3,492,685      ($250,684)      $3,242,001
                                 =========        =======        =========





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



                                      F-28
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2002, 2001, and 2000

                                      2002              2001            2000
                                  ------------      -----------     -----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $  926,218        $4,005,899      $7,330,585
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                    392,936           350,179         407,584
      Gain on sale of oil and
        gas properties                   -          (    55,511)    ( 1,324,494)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales         (   237,737)        1,128,483     (   412,508)
      (Increase)decrease in
        deferred charge                18,536            41,760     (    12,237)
      Increase (decrease) in
        accounts payable          (    26,248)          365,120           9,123
      Increase in accrued
        liability - other             122,289              -               -
      Increase (decrease) in
        gas imbalance payable     (     2,255)      (    43,455)         13,544
      Increase (decrease) in
        accrued liability              11,411       (   195,336)    (    18,105)
                                    ---------         ---------       ---------
   Net cash provided by
      operating activities         $1,205,150        $5,597,139      $5,993,492
                                    ---------         ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($  486,120)      ($  338,130)    ($  224,656)
   Proceeds from sale of oil
      and gas properties                 -               55,511       1,352,609
                                    ---------         ---------       ---------
   Net cash provided (used)
      by investing activities     ($  486,120)      ($  282,619)     $1,127,953
                                    ---------         ---------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($  357,634)      ($6,502,326)    ($6,938,644)
                                    ---------         ---------       ---------
   Net cash used by
      financing activities        ($  357,634)      ($6,502,326)    ($6,938,644)
                                    ---------         ---------       ---------



                                      F-29
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       $  361,396       ($1,187,806)     $  182,801

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             440,024         1,627,830       1,445,029
                                    ---------         ---------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  801,420        $  440,024      $1,627,830
                                    =========         =========       =========



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




                                      F-30
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-F, an Oklahoma limited  partnership,  at December
31, 2002 and 2001, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2002,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.











                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 14, 2003




                                      F-31
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------
                                                2002              2001
                                             ----------        ----------
CURRENT ASSETS:
   Cash and cash equivalents                 $  284,588        $  144,433
   Accounts receivable:
      Oil and gas sales                         348,300           239,821
                                              ---------         ---------
         Total current assets                $  632,888        $  384,254

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             1,764,313         1,948,551

DEFERRED CHARGE                                  29,946            37,001
                                              ---------         ---------
                                             $2,427,147        $2,369,806
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $  118,741        $   58,774
   Accrued liability - other
      (Note 1)                                  102,690              -
   Gas imbalance payable                          2,295             2,295
                                              ---------         ---------
      Total current liabilities              $  223,726        $   61,069

ACCRUED LIABILITY                               118,005        $  111,171

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  159,621)      ($  161,655)
   Limited Partners, issued and
      outstanding, 221,484 Units              2,245,037         2,359,221
                                              ---------         ---------
         Total Partners' capital             $2,085,416        $2,197,566
                                              ---------         ---------

                                             $2,427,147        $2,369,806
                                              =========         =========




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




                                      F-32
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                 Statements of Operations
                   For the Years Ended December 31, 2002, 2001, and 2000

                                 2002             2001              2000
                              ----------       ----------        ----------
REVENUES:
   Oil and gas sales          $1,636,758       $2,934,300        $3,437,321
   Interest income                 1,692           28,508            29,160
   Gain on sale of oil
      and gas properties            -             338,452           277,211
                               ---------        ---------         ---------
                              $1,638,450       $3,301,260        $3,743,692

COSTS AND EXPENSES:
   Lease operating            $  518,772       $  721,343        $  699,072
   Production tax                 84,586          170,150           168,163
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties             273,499          262,361           345,084
   General and
      administrative             265,097          261,816           263,571
                               ---------        ---------         ---------
                              $1,141,954       $1,415,670        $1,475,890
                               ---------        ---------         ---------

NET INCOME                    $  496,496       $1,885,590        $2,267,802
                               =========        =========         =========
GENERAL PARTNER - NET
   INCOME                     $   35,680       $  103,349        $  125,735
                               =========        =========         =========
LIMITED PARTNERS - NET
   INCOME                     $  460,816       $1,782,241        $2,142,067
                               =========        =========         =========

NET INCOME per Unit           $     2.08       $     8.05        $     9.67
                               =========        =========         =========

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







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




                                      F-33
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2002, 2001, and 2000


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

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

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

Balance, Dec. 31, 2001        $2,359,221       ($161,655)      $2,197,566
   Net income                    460,816          35,680          496,496
   Cash distributions        (   575,000)      (  33,646)     (   608,646)
                               ---------         -------        ---------

Balance, Dec. 31, 2002        $2,245,037       ($159,621)      $2,085,416
                               =========         =======        =========




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





                                      F-34
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2002, 2001, and 2000

                                      2002              2001            2000
                                   ----------       ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $496,496         $1,885,590      $2,267,802
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                   273,499            262,361         345,084
      Gain on sale of oil and
        gas properties                  -           (   338,452)    (   277,211)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales          ( 108,479)           427,792     (   243,125)
      Decrease in deferred
        charge                         7,055             15,413           3,813
      Increase (decrease) in
        accounts payable              59,967                559     (    19,592)
      Increase in accrued
        liability - other            102,690               -               -
      Decrease in gas
        imbalance payable               -           (    12,956)    (    39,841)
      Increase (decrease) in
        accrued liability              6,834              4,148     (    28,185)
                                     -------          ---------       ---------

   Net cash provided by
      operating activities          $838,062         $2,244,455      $2,008,745
                                     -------          ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($ 89,261)       ($   52,855)    ($  175,878)
   Proceeds from sale of oil
      and gas properties                -               344,043         349,431
                                     -------          ---------       ---------

   Net cash provided (used)
      by investing activities      ($ 89,261)        $  291,188      $  173,553
                                     -------          ---------       ---------




                                      F-35
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($608,646)       ($3,146,090)    ($2,231,331)
                                     -------          ---------       ---------
   Net cash used by
      financing activities         ($608,646)       ($3,146,090)    ($2,231,331)
                                     -------          ---------       ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        $140,155        ($  610,447)    ($   49,033)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            144,433            754,880         803,913
                                     -------          ---------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $284,588         $  144,433      $  754,880
                                     =======          =========       =========




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





                                      F-36
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-G, an Oklahoma limited  partnership,  at December
31, 2002 and 2001, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2002,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.











                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 14, 2003




                                      F-37
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                                Balance Sheets
                          December 31, 2002 and 2001

                                    ASSETS
                                    ------
                                                2002              2001
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  190,407        $  100,271
   Accounts receivable:
      Oil and gas sales                         210,679           146,838
                                              ---------         ---------
         Total current assets                $  401,086        $  247,109

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                               974,332         1,064,542

DEFERRED CHARGE                                  20,592            24,379
                                              ---------         ---------
                                             $1,396,010        $1,336,030
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $   77,527        $   43,676
   Accrued liability - other
      (Note 1)                                   51,077              -
                                              ---------         ---------
      Total current liabilities              $  128,604        $   43,676

ACCRUED LIABILITY                            $   75,064        $   68,289

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($   91,757)      ($   93,950)
   Limited Partners, issued and
      outstanding, 121,925 Units              1,284,099         1,318,015
                                              ---------         ---------
         Total Partners' capital             $1,192,342        $1,224,065
                                              ---------         ---------

                                             $1,396,010        $1,336,030
                                              =========         =========



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




                                      F-38
<PAGE>




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                                 Statements of Operations
                   For the Years Ended December 31, 2002, 2001, and 2000

                                2002              2001             2000
                             ----------        ----------       ----------
REVENUES:
   Oil and gas sales         $1,030,481        $1,700,058       $2,050,390
   Interest income                  993            16,613           16,417
   Gain on sale of oil
      and gas properties           -              220,939          241,256
                              ---------         ---------        ---------
                             $1,031,474        $1,937,610       $2,308,063

COSTS AND EXPENSES:
   Lease operating           $  330,605        $  450,062       $  452,963
   Production tax                51,563            97,654           99,277
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties            142,949           141,762          172,725
   General and
      administrative            153,986           151,822          146,053
                              ---------         ---------        ---------
                             $  679,103        $  841,300       $  871,018
                              ---------         ---------        ---------

NET INCOME                   $  352,371        $1,096,310       $1,437,045
                              =========         =========        =========
GENERAL PARTNER - NET
   INCOME                    $   23,287        $   59,655       $   77,940
                              =========         =========        =========
LIMITED PARTNERS - NET
   INCOME                    $  329,084        $1,036,655       $1,359,105
                              =========         =========        =========

NET INCOME per Unit          $     2.70        $     8.50       $    11.15
                              =========         =========        =========

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



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





                                      F-39
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2002, 2001, and 2000


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

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

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

Balance, Dec. 31, 2001         $1,318,015       ($93,950)       $1,224,065
   Net income                     329,084         23,287           352,371
   Cash distributions         (   363,000)      ( 21,094)      (   384,094)
                                ---------         ------         ---------

Balance, Dec. 31, 2002         $1,284,099       ($91,757)       $1,192,342
                                =========         ======         =========



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





                                      F-40
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2002, 2001, and 2000

                                   2002            2001             2000
                                ----------     ------------     ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                    $352,371       $1,096,310       $1,437,045
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                142,949          141,762          172,725
      Gain on sale of oil and
        gas properties               -         (   220,939)     (   241,256)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales       (  63,841)         246,850      (   134,164)
      Decrease in deferred
        charge                      3,787           10,859            1,239
      Increase (decrease) in
        accounts payable           33,851            7,732      (    12,667)
      Increase in accrued
        Liability - other          51,077             -                -
      Decrease in gas
        imbalance payable            -         (     6,446)     (     1,102)
      Increase (decrease) in
        accrued liability           6,775      (     3,623)     (     8,157)
                                  -------        ---------        ---------

   Net cash provided by
      operating activities       $526,969       $1,272,505       $1,213,663
                                  -------        ---------        ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures         ($ 52,739)     ($   53,457)     ($  103,365)
   Proceeds from sale of oil
      and gas properties             -             222,333          247,866
                                  -------        ---------        ---------

   Net cash provided (used)
      by investing activities   ($ 52,739)      $  168,876       $  144,501
                                  -------        ---------        ---------




                                      F-41
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions           ($384,094)     ($1,775,268)     ($1,399,232)
                                  -------        ---------        ---------
   Net cash used by
      financing activities      ($384,094)     ($1,775,268)     ($1,399,232)
                                  -------        ---------        ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS     $ 90,136      ($  333,887)     ($   41,068)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD         100,271          434,158          475,226
                                  -------        ---------        ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD              $190,407       $  100,271       $  434,158
                                  =======        =========        =========




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





                                      F-42
<PAGE>



            GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                         Notes to Financial Statements
             For the Years Ended December 31, 2002, 2001, and 2000


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


      Organization and Nature of Operations

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

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

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

      Pursuant to the terms of the partnership  agreements for the Partnerships,
the  Partnerships  were  scheduled to  terminate  on the dates  indicated in the
"Initial  Termination Date" column of the following chart.  However, the General
Partner may extend the term of each  Partnership  for up to five  periods of two
years  each.  As of the date of this  Annual  Report,  the  General  Partner has
extended the term of the III-G  Partnerships  for the first  two-year  extension
period, and the III-A,  III-B,  III-C,  III-D, III-E, and III-F Partnerships for
the second two-year extension period.  Therefore, the Partnerships are currently
scheduled to terminate on the dates indicated in the "Current  Termination Date"
column of the following chart.





                                      F-43
<PAGE>



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

    III-A         November 22, 1999            2         November 22, 2003
    III-B         January 24, 2000           . 2         January 24, 2004
    III-C         February 28, 2000            2         February 28, 2004
    III-D         September 5, 2000            2         September 5, 2004
    III-E         December 26, 2000            2         December 26, 2004
    III-F         March 7, 2001                2         March 7, 2005
    III-G         September 20, 2001           1         September 20, 2003

      The General Partner has not determined  whether it will further extend the
term of any  Partnership.  Accordingly,  the financial  statements have not been
presented  on  a  liquidation   basis  because  it  is  not  probable  that  the
Partnerships will be terminated within the next year.

      An affiliate of the General  Partner owned the following Units at December
31, 2002:

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

               III-A               55,829                21.2%
               III-B               29,454                21.3%
               III-C               56,030                22.9%
               III-D               33,419                25.5%
               III-E              109,128                26.1%
               III-F               57,549                26.0%
               III-G               30,628                25.1%

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


      Allocation of Costs and Revenues

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



                                      F-44
<PAGE>




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

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

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

      The III-A and III-B Partnerships achieved payout during the second quarter
of  2000  and  first  quarter  of  1998,  respectively.   The  III-D  and  III-E
Partnerships  achieved  payout during the third  quarter of 2001,  and the III-C
Partnership  achieved  payout during the fourth  quarter of 2001.  After payout,
operations for the



                                      F-45
<PAGE>



III-A,  III-C,  III-D, and III-E  Partnerships  were allocated using the 10%/90%
after payout percentages described in Footnote 2 to the table above.  Operations
for the  III-B  Partnership  were  allocated  using  the  15%/85%  after  payout
percentages described in such footnote.


      Cash and Cash Equivalents

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


      Credit Risks

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


      Oil and Gas Properties

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

      Depletion of the costs of producing oil and gas  properties,  amortization
of related  intangible  drilling and  development  costs,  and  depreciation  of
tangible  lease  and well  equipment  are  computed  on the  units-of-production
method.   The  Partnerships'   calculation  of  depreciation,   depletion,   and
amortization  includes  estimated  dismantlement  and abandonment  costs, net of
estimated salvage values.  The depreciation,  depletion,  and amortization rates
per equivalent  barrel of oil produced during the years ended December 31, 2002,
2001, and 2000 were as follows:




                                      F-46
<PAGE>




            Partnership       2002        2001        2000
            -----------       -----       -----       -----

               III-A          $2.69       $2.42       $1.70
               III-B           2.80        2.50        1.65
               III-C           1.84        2.17        1.54
               III-D           1.37        1.04        1.95
               III-E           1.31         .95         .93
               III-F           2.55        2.01        2.26
               III-G           2.25        1.89        1.97


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

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their proved oil and gas properties at the field level. If the unamortized costs
of oil and gas properties within a field exceed the expected undiscounted future
cash flows from such  properties,  the cost of the properties is written down to
fair value,  which is determined by using the discounted  future cash flows from
the  properties.  No impairment  provisions  were  recorded by the  Partnerships
during the three years ended December 31, 2002.  The risk that the  Partnerships
will be required to record impairment  provisions in the future increases as oil
and gas prices decrease.


      Deferred Charge

      Deferred Charge  represents  costs deferred for lease  operating  expenses
incurred  in  connection  with the  Partnerships'  underproduced  gas  imbalance
positions.  The rate used in calculating  the deferred  charge is the average of
the annual  production costs per Mcf. At December 31, 2002 and 2001,  cumulative
total gas sales volumes for underproduced wells were less than the Partnerships'
pro-rata  share  of total  gas  production  from  these  wells by the  following
amounts:




                                      F-47
<PAGE>



                                2002                       2001
                        --------------------       --------------------
      Partnership         Mcf        Amount          Mcf        Amount
      -----------       -------     --------       -------     --------

         III-A          300,053     $260,836       399,831     $347,573
         III-B          166,605      184,282       231,435      255,990
         III-C           98,430       57,867       124,973       73,472
         III-D           10,730       10,949        11,382       11,614
         III-E           35,095       69,176        44,499       87,712
         III-F           27,105       29,946        33,491       37,001
         III-G           14,912       20,592        17,654       24,379


      Accrued Liability - Other

      The accrued liability - other at December  31, 2002 for the III-E,  III-F,
and III-G  Partnerships  represents  a charge  accrued for the payment of refund
amounts to royalty and overriding  royalty interest owners in relation to the R.
W. Scott Investments, LLC v. Samson Resources Company lawsuit.


      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, 2002 and 2001,  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:

                                2002                       2001
                        --------------------       --------------------
   Partnership            Mcf        Amount          Mcf        Amount
   -----------          -------     --------       -------     --------

      III-A              38,158     $ 33,171        47,121     $ 40,963
      III-B              11,318       12,518        17,502       19,358
      III-C             319,227      196,167       283,924      168,448
      III-D             231,192      251,798       202,944      210,194
      III-E             166,725      328,632       160,936      317,221
      III-F             107,831      118,005       100,546      111,171
      III-G              54,724       75,064        49,452       68,289


      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



                                      F-48
<PAGE>



gas industry. Sales of gas applicable to the Partnerships' interest in producing
oil and gas leases are  recorded  as revenue  when the gas is metered  and title
transferred  pursuant  to the gas sales  contracts  covering  the  Partnerships'
interest  in gas  reserves.  During such times as a  Partnership's  sales of gas
exceed its pro rata  ownership  in a well,  such sales are  recorded  as revenue
unless  total  sales  from the well have  exceeded  the  Partnership's  share of
estimated total gas reserves underlying the property,  at which time such excess
is recorded as a liability.  The rates per Mcf used to calculate  this liability
are based on the  average  gas prices  received  for the volumes at the time the
overproduction  occurred.  This  also  approximates  the  price  for  which  the
Partnerships  are currently  settling this  liability.  At December 31, 2002 and
2001  total  sales  exceeded  the  Partnerships'  share of  estimated  total gas
reserves as follows:

                               2002                       2001
                        -------------------        -------------------
   Partnership            Mcf        Amount          Mcf        Amount
   -----------          ------      -------        ------      -------

      III-A             18,314      $27,471        21,224      $31,836
      III-B              8,264       12,396         9,550       14,325
      III-C             29,282       43,923        27,149       40,724
      III-D               -            -             -            -
      III-E              1,824        2,736         3,327        4,991
      III-F              1,530        2,295         1,530        2,295
      III-G               -            -             -            -


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.




                                      F-49
<PAGE>



      Use of Estimates in Financial Statements

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


      Income Taxes

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


      New Accounting Pronouncements

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

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived  assets (mainly plugging and abandonment  costs for the Partnerships'
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  estimates that adopting this statement
will result in an increase in  capitalized  cost of oil and gas  properties,  an
increase  in net income for the  cumulative  effect of the change in  accounting
principle,  and  the  recognition  of an  asset  retirement  obligation  in  the
following amounts for each Partnership (unaudited):




                                      F-50
<PAGE>




                   Change in         Increase in
                  Capitalized       Net Income For
                  Cost of Oil       the Change in        Asset
                     and Gas         Accounting        Retirement
Partnership        Properties         Principle        Obligation
-----------       ------------      --------------     ----------

   III-A            $166,000          $ 56,000         $110,000
   III-B             116,000            39,000           77,000
   III-C             296,000           106,000          190,000
   III-D             170,000            64,000          106,000
   III-E             421,000           160,000          261,000
   III-F             234,000            94,000          140,000
   III-G             149,000            55,000           94,000

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

      In  November  2002,  the  FASB  issued  FASB  Interpretation  45 (FIN  45)
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantee  of  Indebtedness  of  Others."  FIN 45  requires  that upon
issuance of a guarantee,  the guarantor  must recognize a liability for the fair
value  of the  obligation  it  assumes  under  that  guarantee.  The  disclosure
requirements  are effective for financial  statements of both interim and annual
periods which end after December 15, 2002. The  Partnerships  are not guarantors
under any  guarantees  and thus this  interpretation  is not expected to have an
effect on their financial position or results of operations.


2. TRANSACTIONS WITH RELATED PARTIES

      The  Partnerships  reimburse  the  General  Partner  for the  general  and
administrative  overhead applicable to the Partnerships,  based on an allocation
of actual costs  incurred by the General  Partner.  When actual  costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and affiliates.  The General 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.



                                      F-51
<PAGE>



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, 2002, 2001, and 2000:

            Partnership         2002           2001           2000
            -----------       --------       --------       --------

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

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

      The accounts receivable - related party at December 31, 2002 for the III-A
and III-B  Partnerships  represents  accrued  proceeds and interest due from the
General Partner for the sale of certain oil and gas properties during 2002. Such
amounts were collected subsequent to December 31, 2002.


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
2002, 2001, and 2000:

   Partnership              Purchaser                      Percentage
   -----------      ------------------------       --------------------------
                                                   2002       2001      2000
                                                   -----      -----     -----

      III-A         Eaglwing Trading, Inc.
                      ("Eaglwing")                 24.0%        -         -
                    Valero Industrial Gas
                      L.P. ("Valero")              21.0%      25.2%     24.8%
                    Conoco, Inc.                   16.2%      11.4%       -
                    El Paso Energy Marketing
                      Company ("El Paso")          10.5%      18.3%     24.1%
                    Phibro Energy, Inc.
                      ("Phibro")                     -        27.9%     23.9%




                                      F-52
<PAGE>



      III-B         Eaglwing                       26.4%        -         -
                    Conoco, Inc.                   18.1%      13.0%       -
                    Valero                         16.6%      20.3%     18.8%
                    Phibro                           -        32.0%     25.6%
                    El Paso                          -        14.4%     18.1%
                    Sun Refining & Marketing
                      Company                        -          -       14.2%

      III-C         El Paso                        44.8%      63.5%     58.2%
                    Oneok Field Servings Co.       14.8%        -         -
                      ("ONEOK")

      III-D         El Paso                        43.1%      66.7%     56.6%
                    Eaglwing                       22.0%      15.2%     21.8%
                    ONEOK                          12.7%        -         -

      III-E         Eaglwing                       43.7%      36.3%     43.8%
                    El Paso                        14.1%      21.7%     16.3%
                    Duke Energy Field Services
                      Inc. ("Duke")                12.1%        -         -

      III-F         El Paso                        35.3%      45.8%     37.8%
                    Eaglwing                       19.9%      11.1%     13.5%
                    Duke                           13.9%        -         -
                    Amoco Production Co.             -          -       11.1%

      III-G         El Paso                        29.1%      40.4%     31.6%
                    Eaglwing                       21.5%      12.9%     14.9%
                    Duke                           11.8%        -         -
                    Amoco Production Co.             -          -       12.2%

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


4. SUPPLEMENTAL OIL AND GAS INFORMATION

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


      Capitalized Costs

      Capitalized costs and accumulated depreciation,  depletion,  amortization,
and valuation allowance at December 31, 2002 and 2001 were as follows:



                                      F-53
<PAGE>



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

                                                2002              2001
                                            -------------     -------------

   Proved properties                         $15,883,585       $15,858,277

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 15,015,811)     ( 14,551,781)
                                              ----------        ----------
         Net oil and gas
            properties                       $   867,774       $ 1,306,496
                                              ==========        ==========

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

                                                2002              2001
                                            -------------     -------------
   Proved properties                         $ 9,513,764       $ 9,523,020

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        (  9,052,119)     (  8,772,989)
                                              ----------        ----------
         Net oil and gas
            properties                       $   461,645       $   750,031
                                              ==========        ==========


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

                                                2002              2001
                                            -------------     -------------
   Proved properties                         $18,236,659       $18,107,950

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 16,542,126)     ( 16,287,273)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 1,694,533       $ 1,820,677
                                              ==========        ==========



                                      F-54
<PAGE>




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

                                                2002              2001
                                            -------------     -------------
   Proved properties                         $10,939,239       $10,836,991

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 10,183,686)     ( 10,101,069)
                                              ----------        ----------

         Net oil and gas
            properties                       $   755,553       $   735,922
                                              ==========        ==========

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

                                                2002              2001
                                            -------------     -------------
   Proved properties                         $32,607,666       $32,121,545

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 29,960,672)     ( 29,567,735)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 2,646,994       $ 2,553,810
                                              ==========        ==========

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

                                                2002              2001
                                            -------------     -------------
   Proved properties                         $14,034,441       $13,943,734

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 12,270,128)     ( 11,995,183)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 1,764,313       $ 1,948,551
                                              ==========        ==========



                                      F-55
<PAGE>



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

                                                2002              2001
                                            -------------     -------------
   Proved properties                         $ 7,930,361       $ 7,876,840

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        (  6,956,029)     (  6,812,298)
                                              ----------        ----------

         Net oil and gas
            properties                       $   974,332       $ 1,064,542
                                              ==========        ==========



      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition or exploration  activities during the years ended December 31, 2002,
2001, and 2000.  Costs incurred by the  Partnerships  in connection with oil and
gas property development activities for the years ended December 31, 2002, 2001,
and 2000 were as follows:

            Partnership         2002          2001         2000
            -----------       --------      --------     --------

               III-A          $137,214      $314,177     $ 13,509
               III-B            63,540       207,751        8,907
               III-C           153,761       128,049       25,540
               III-D           170,676        58,029       24,429
               III-E           486,120       338,130      224,656
               III-F            89,261        52,855      175,878
               III-G            52,739        53,457      103,365


      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, 2002,
2001, and 2000 were estimated by petroleum  engineers  employed by affiliates of
the  Partnerships.  Certain  reserve  information  was  reviewed  by Ryder Scott
Company,   L.P.,  an  independent  petroleum  engineering  firm.  The  following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volumes to differ from the reserve  reports  prepared by the General Partner and
reviewed by Ryder Scott.



                                      F-56
<PAGE>




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

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

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

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

Proved reserves, Dec. 31, 2001                   191,786        4,021,761
   Production                                   ( 54,340)      (  908,912)
   Sale of minerals in place                        -          (   63,629)
   Extensions and discoveries                      3,943           93,874
   Revision of previous
      estimates                                 ( 80,893)         723,606
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                    60,496        3,866,700
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2000                             129,658        4,576,603
                                                 =======        =========
   December 31, 2001                             186,601        3,970,473
                                                 =======        =========
   December 31, 2002                              55,311        3,815,412
                                                 =======        =========





                                      F-57
<PAGE>



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

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

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

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

Proved reserves, Dec. 31, 2001                   134,902        1,851,831
   Production                                   ( 39,042)      (  486,057)
   Sale of minerals in place                        -          (   41,974)
   Extensions and discoveries                        974           27,991
   Revision of previous
      estimates                                 ( 50,150)         324,236
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                    46,684        1,676,027
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2000                             125,359        2,047,715
                                                 =======        =========
   December 31, 2001                             131,480        1,817,998
                                                 =======        =========
   December 31, 2002                              43,262        1,642,194
                                                 =======        =========




                                      F-58
<PAGE>



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

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

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

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

Proved reserves, Dec. 31, 2001                    85,153        5,132,032
   Production                                   ( 14,716)      (  817,975)
   Sale of minerals in place                    (    107)      (   13,589)
   Extensions and discoveries                     26,626          165,353
   Revision of previous
      estimates                                   13,960          462,792
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   110,916        4,928,613
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2000                             127,243        5,412,690
                                                 =======        =========
   December 31, 2001                              85,153        5,132,032
                                                 =======        =========
   December 31, 2002                             110,916        4,928,613
                                                 =======        =========






                                      F-59
<PAGE>



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

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

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

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

Proved reserves, Dec. 31, 2001                   197,373        2,948,537
   Production                                   ( 25,279)      (  501,256)
   Sale of minerals in place                    (     90)      (   11,178)
   Extensions and discoveries                     64,310          111,613
   Revision of previous
      estimates                                 (    122)         119,822
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   236,192        2,667,538
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2000                             359,321        2,955,669
                                                 =======        =========
   December 31, 2001                             197,373        2,948,537
                                                 =======        =========
   December 31, 2002                             236,192        2,667,538
                                                 =======        =========




                                      F-60
<PAGE>



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

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

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

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

Proved reserves, Dec. 31, 2001                   1,125,061       8,834,436
   Production                                   (  133,901)     (1,000,715)
   Extensions and discoveries                      301,037         138,157
   Revision of previous
      estimates                                 (   32,339)     (  717,619)
                                                 ---------       ---------

Proved reserves, Dec. 31, 2002                   1,259,858       7,254,259
                                                 =========       =========

PROVED DEVELOPED RESERVES:
   December 31, 2000                             2,216,123       8,951,531
                                                 =========       =========
   December 31, 2001                             1,125,061       8,834,436
                                                 =========       =========
   December 31, 2002                             1,259,858       7,254,259
                                                 =========       =========




                                      F-61
<PAGE>



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

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

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

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

Proved reserves, Dec. 31, 2001                   214,415        4,615,852
   Production                                   ( 23,209)      (  503,895)
   Extensions and discoveries                        649          102,747
   Revision of previous
      estimates                                   33,017          449,598
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   224,872        4,664,302
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2000                             352,584        5,532,849
                                                 =======        =========
   December 31, 2001                             214,415        4,615,852
                                                 =======        =========
   December 31, 2002                             224,872        4,664,302
                                                 =======        =========





                                      F-62
<PAGE>



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


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

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

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

Proved reserves, Dec. 31, 2001                   181,964        2,481,383
   Production                                   ( 18,665)      (  268,824)
   Extensions and discoveries                      1,284           59,419
   Revision of previous
      estimates                                   22,508          287,829
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   187,091        2,559,807
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2000                             266,027        2,947,046
                                                 =======        =========
   December 31, 2001                             181,964        2,481,383
                                                 =======        =========
   December 31, 2002                             187,091        2,559,807
                                                 =======        =========






                                      F-63
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2002 and 2001 are as
follows:

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

                                              2002
                        -----------------------------------------------
                          First      Second       Third       Fourth
                         Quarter     Quarter     Quarter      Quarter
                        ----------  ----------  ---------- -----------

Total Revenues          $  961,717  $1,029,957  $1,053,534  $  815,029
Gross Profit (1)           697,993     800,860     822,812     623,320
Net Income                 508,436     656,687     504,747     410,049
Limited Partners'
   Net Income
   Per Unit                   1.70        2.22        1.64        1.35

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

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


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



                                      F-64
<PAGE>



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

                                            2002
                        ----------------------------------------------
                          First      Second        Third     Fourth
                         Quarter     Quarter      Quarter    Quarter
                        --------    --------     --------   ----------

Total Revenues          $599,873    $609,771     $605,096   $450,620
Gross Profit (1)         417,495     443,082      455,035    326,812
Net Income               302,642     360,742      266,818    202,671
Limited Partners'
   Net Income
   Per Unit                 1.80        2.17         1.50       1.15

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

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



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



                                      F-65
<PAGE>



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


                                              2002
                        -----------------------------------------------
                          First      Second       Third      Fourth
                         Quarter     Quarter     Quarter     Quarter
                        ----------  ----------   --------   -----------

Total Revenues          $  571,778  $  733,300   $665,997    $791,426
Gross Profit (1)           351,707     584,708    496,183     471,777
Net Income                 199,840     446,770    374,331     315,877
Limited Partners'
   Net Income
   Per Unit                    .71        1.62       1.36        1.13

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

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


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



                                      F-66
<PAGE>



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


                                              2002
                        ----------------------------------------------
                           First     Second        Third     Fourth
                          Quarter    Quarter      Quarter    Quarter
                        ----------  --------     --------   ----------

Total Revenues          $  409,460  $541,489     $448,489    $594,405
Gross Profit (1)           187,592   374,633      270,279     280,417
Net Income                 108,716   306,234      195,340     188,360
Limited Partners'
   Net Income
   Per Unit                  .73        2.08         1.32        1.26

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

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


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



                                      F-67
<PAGE>



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


                                              2002
                        -------------------------------------------------
                          First      Second        Third      Fourth
                         Quarter     Quarter      Quarter     Quarter
                        ----------  ----------  ----------  -------------

Total Revenues          $1,380,273  $1,519,458  $1,186,347   $1,292,701
Gross Profit (1)           516,725     686,662     337,384      263,350
Net Income                 301,031     504,768     104,232       16,187
Limited Partners'
   Net Income
   Per Unit                    .63        1.07         .20          .01

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

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


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



                                      F-68
<PAGE>



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


                                              2002
                        -------------------------------------------------
                          First      Second       Third       Fourth
                         Quarter     Quarter     Quarter      Quarter
                        ----------  --------    --------     -----------

Total Revenues          $  416,737  $446,767    $371,792     $403,154
Gross Profit (1)           295,349   272,312     224,967      242,464
Net Income                 163,326   159,263      88,313       85,594
Limited Partners'
   Net Income
   Per Unit                    .69       .68         .36          .35

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

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


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



                                      F-69
<PAGE>



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

                                              2002
                        -----------------------------------------------
                          First      Second       Third      Fourth
                         Quarter     Quarter     Quarter     Quarter
                        --------    --------    --------    -----------

Total Revenues          $244,698    $275,965    $241,813    $268,998
Gross Profit (1)         166,434     166,574     151,637     164,661
Net Income                88,835     101,795      78,660      83,081
Limited Partners'
   Net Income
   Per Unit                  .68         .79         .60         .63

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

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


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






                                      F-70
<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-71
<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       Agreement of Limited  Partnership dated January 24, 1990 for Geodyne
            Energy  Income  Limited  Partnership  III-B  filed as Exhibit 4.2 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31, 1999,  filed with the SEC on February  25,  2000,  and is hereby
            incorporated by reference.

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

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

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

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



                                      F-72
<PAGE>



 4.15       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.

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

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

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

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

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

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

 4.22       Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne  Energy  Income Limited  Partnership III-C filed as
            Exhibit 4.19 to Registrant's



                                      F-73
<PAGE>



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

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

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

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

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

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


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

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




                                      F-74
<PAGE>



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

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

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

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

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

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

*4.36       Sixth Amendment to Agreement of Limited  Partnership for the Geodyne
            Energy Income Limited Partnership III-D dated August 20, 2002.

 4.37       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.




                                      F-75
<PAGE>



 4.38       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.

 4.39       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.

 4.40       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.

 4.41       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.

 4.42       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.

 4.43       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.

 4.44       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.

 4.45       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



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<PAGE>



            Quarterly Report on Form 10-Q with the SEC on November 14, 2002, and
            is hereby incorporated by reference.

 4.46       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.

 4.47       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.

 4.48       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.

 4.49       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.

 4.50       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.

 4.51       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.

 4.52       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.




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<PAGE>



 4.53       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.

*4.53a      Sixth Amendment to Agreement of Limited  Partnership for the Geodyne
            Energy Income Limited Partnership III-F dated February 10, 2003.

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

 4.55       Certificate  of Limited  Partnership  dated  September  20, 1991 for
            Geodyne  Energy Income  Limited  Partnership  III-G filed as Exhibit
            4.53 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.

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

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

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

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

 4.60       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,
            1996 for the Geodyne Energy Income Limited  Partnership  III-G filed
            as Exhibit 4.35 to  Registrant's  Annual Report on Form 10-K for the
            year



                                      F-78
<PAGE>



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

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

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

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

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

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

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

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

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

*99.1       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.

*99.2       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.

*99.3       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.

*99.4       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.

*99.5       Certification   pursuant  to  18 U.S.C.  Section  1350,  as  adopted
            pursuant to Section 906 of the Sarbanes-Oxley



                                      F-79
<PAGE>



            Act of 2002 for the Geodyne Energy Income Limited Partnership III-E.

*99.6       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.

*99.7       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-G.


      All other Exhibits are omitted as inapplicable.

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



                                      F-80