FORM 10-K405
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1999

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


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

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

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

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

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

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




                                      -1-
<PAGE>





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

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

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

      DOCUMENTS INCORPORATED BY REFERENCE: None



                                      -2-
<PAGE>



                            FORM 10-K405
                          TABLE OF CONTENTS



PART I.........................................................................4
      ITEM 1.   BUSINESS.......................................................4
      ITEM 2.   PROPERTIES....................................................10
      ITEM 3.   LEGAL PROCEEDINGS.............................................25
      ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS...........25

PART II.......................................................................25
      ITEM 5.   MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS..........25
      ITEM 6.   SELECTED FINANCIAL DATA.......................................28
      ITEM 7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
                CONDITION  AND RESULTS OF OPERATIONS..........................36
      ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
                ABOUT MARKET RISK.............................................59
      ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................59
      ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE...........................60

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

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

      SIGNATURES..............................................................78





                                      -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,  1999,  Samson owned
interests in approximately  14,000 oil and gas wells located in 17 states of the
United States and the countries of Canada,  Venezuela,  and Russia.  At December
31, 1999,  Samson operated  approximately  3,400 oil and gas wells located in 15
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 the
other Samson Companies.  As of February 15, 2000, Samson employed  approximately
920 persons. No employees are covered by collective bargaining  agreements,  and
management believes that Samson provides a sound employee relations environment.
For information  regarding the executive  officers of the General  Partner,  see
"Item 10. Directors and Executive Officers of the General Partner."

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

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

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







                                      -5-
<PAGE>



Funding

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


      Principal Products Produced and Services Rendered

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


      Competition and Marketing

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

      The most important  variable  affecting the Partnerships'  revenues is the
prices  received for the sale of oil and gas.  Predicting  future  prices is not
possible.  Concerning  past trends,  average  yearly  wellhead gas prices in the
United  States have been  volatile for many years.  Over the past ten years such
average  prices  have  generally  been in the $1.40 to $2.40 per Mcf range.  Gas
prices are currently in the upper end of this range.

      Substantially  all of the Partnerships' gas reserves are being sold on the
"spot  market."  Prices on the spot  market  are  subject to wide  seasonal  and
regional pricing  fluctuations due to the highly  competitive nature of the spot
market. In addition,  such spot market sales are generally  short-term in nature
and are



                                      -6-
<PAGE>



dependent upon the obtaining of  transportation  services provided by pipelines.
Spot prices for the Partnerships' gas increased from approximately $2.03 per Mcf
at December 31, 1998 to  approximately  $2.24 per Mcf at December 31, 1999. Such
prices were on an MMBTU basis and differ  from the prices  actually  received by
the Partnerships due to transportation and marketing costs, BTU adjustments, and
regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past two  years.  Due to  global  consumption  and  supply  trends  as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
However,  production  curtailment  agreements among major oil producing  nations
have  caused  recent  oil  prices  to climb to over  $24.00  per  barrel in some
markets.  It is not known  whether  this  trend  will  continue.  Prices for the
Partnerships' oil increased from approximately  $9.50 per barrel at December 31,
1998 to approximately $22.75 per barrel at December 31, 1999.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 1999.  Management is unable to predict  whether
future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease.


      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 1999:



                                      -7-
<PAGE>




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

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

         III-B       Phibro                              25.4%
                     Valero                              21.4%
                     El Paso                             20.2%
                     Sun Refining & Marketing
                       Company                           17.0%

         III-C       El Paso                             59.0%

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

         III-E       Eaglwing                            35.4%
                     El Paso                             12.1%

         III-F       El Paso                             28.2%
                     Amoco Production Co.                10.6%

         III-G       El Paso                             23.7%
                     Amoco Production Co.                12.0%


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

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




                                      -8-
<PAGE>



      Oil, Gas, and Environmental Control Regulations

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

      Regulation  of Sales and  Transportation  of Oil and Gas -- Sales of crude
oil and  condensate  are made by the  Partnerships  at market prices and are not
subject to price  controls.  The sale of gas may be subject to both  federal and
state laws and  regulations.  The provisions of these laws and  regulations  are
complex  and  affect  all who  produce,  resell,  transport,  or  purchase  gas,
including the  Partnerships.  Although  virtually all of the  Partnerships'  gas
production  is not subject to price  regulation,  other  regulations  affect the
availability of gas transportation  services and the ability of gas consumers to
continue to purchase or use gas at current levels. Accordingly, such regulations
may have a material  effect on the  Partnerships'  operations and projections of
future oil and gas production and revenues.

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

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


      Insurance Coverage

      The  Partnerships  are  subject  to  all  of  the  risks  inherent  in the
exploration  for and  production of oil and gas including  blowouts,  pollution,
fires, and other casualties.  The Partnerships maintain insurance coverage as is
customary for entities of a similar size engaged in  operations  similar to that
of the  Partnerships,  but losses can occur from uninsurable risks or in amounts
in excess of existing insurance coverage. The



                                      -9-
<PAGE>



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, 1999.

                         Well Statistics(1)
                       As of December 31, 1999

          Number of Gross Wells(2)        Number of Net Wells(3)
         ---------------------------   ----------------------------
 P/ship  Total    Oil    Gas  N/A(4)   Total    Oil   Gas    N/A(4)
-------- -----   -----   ---  ------   ------  ------ -----  ------
III-A      190     100    90     -     10.51    2.64   7.87    -
III-B      141      70    71     -      6.76    3.09   3.67    -
III-C      170      68   102     -     20.26   11.58   8.68    -
III-D      204     140    62     2     14.67    8.77   5.86   .04
III-E      251     116   133     2     48.08   23.84  23.98   .26
III-F      482     382   100     -     21.55   12.38   9.17    -
III-G    2,034   1,654   380     -     14.46    9.69   4.77    -
----------
(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.
(4)   Wells which have not been designated as oil or gas.


      Drilling Activities

      During the year ended  December  31,  1999,  the III-A,  III-B,  and III-C
Partnerships  indirectly  participated in the developmental  drilling activities
described below. These Partnerships do not own working interests in any of these
wells;  therefore,  they did not incur any costs  associated  with the  drilling
activity:




                                      -10-
<PAGE>





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

III-A   Joe No. 1-25      Caddo        OK    .00489     Gas      Unknown
        BMT No. 13        Webb         TX    .00499     Gas      Producing
        Hachar No. 35     Webb         TX    .00749     Gas      Producing

III-B   BMT No. 13        Webb         TX    .00232     Gas      Producing
        Hachar No. 35     Webb         TX    .00348     Gas      Producing

III-C   Ray No. 3         Custer       OK    .01368     Gas      Producing
        Woodward 53 No.1  Pecos        TX      (1)      Unknown  (1)
        BMT No. 13        Webb         TX    .00096     Gas      Producing
        Hachar No. 35     Webb         TX    .00145     Gas      Producing

III-D   Woodward 53 No.1  Pecos        TX     (1)       Unknown  (1)
        Ray No. 3         Custer       OK    .00195     Gas      Producing

III-E   Hay Reservoir
          Unit No. 67     Sweetwater   WY    .05256     Gas     Producing
        Hay Reservoir
          Unit No. 74     Sweetwater   WY    .05256     Gas     Producing

III-F   Hay Reservoir
          Unit No. 67     Sweetwater   WY    .04413     Gas     Producing
        Hay Reservoir
          Unit No. 74     Sweetwater   WY    .04413     Gas     Producing

III-G   Hay Reservoir
          Unit No. 67     Sweetwater   WY    .02194     Gas     Producing
        Hay Reservoir
          Unit No. 74     Sweetwater   WY    .02194     Gas     Producing

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

(1) The III-C and III-D  Partnerships  participated  in drilling the Woodward 53
No. 1 well in  Pecos  County,  Texas,  but  elected  to not  participate  in the
completion attempt on this well. The III-C and III-D Partnerships will receive a
right to production from this well when, if ever, the completion attempt reaches
payout under the terms of the operating agreement governing said well.


      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




                                      -11-
<PAGE>




production  is converted to oil  equivalents  at the rate of six Mcf per barrel,
representing the estimated relative energy content of gas and oil, which rate is
not  necessarily  indicative  of the  relationship  of oil and gas  prices.  The
respective  prices of oil and gas are  affected  by market and other  factors in
addition to relative energy content.




                                      -12-
<PAGE>




                         Net Production Data

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

                                      Year Ended December 31,
                               ------------------------------------
                                  1999         1998         1997
                               ----------   ----------   ----------
Production:
   Oil (Bbls)                      35,784       34,689      40,468
   Gas (Mcf)                      665,717      741,990   1,031,152
Oil and gas sales:
   Oil                         $  605,903   $  434,592  $  796,356
   Gas                          1,466,078    1,595,205   2,532,278
                                ---------    ---------   ---------
      Total                    $2,071,981   $2,029,797  $3,328,634
                                =========    =========   =========
Total direct operating
  expenses                     $  585,757   $  576,112  $  719,090
                                =========    =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                    28.3%        28.4%       21.6%

Average sales price:
   Per barrel of oil               $16.93       $12.53      $19.68
   Per Mcf of gas                    2.20         2.15        2.46

Direct operating expenses
   per equivalent Bbl of
   oil                             $ 3.99       $ 3.64      $ 3.39




                                      -13-
<PAGE>





                         Net Production Data

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

                                   Year Ended December 31,
                               -----------------------------------
                                  1999         1998        1997
                               ----------   ----------  ----------
Production:
   Oil (Bbls)                      33,676       34,221      37,216
   Gas (Mcf)                      299,745      355,197     518,891
Oil and gas sales:
   Oil                         $  598,881   $  441,820  $  735,310
   Gas                            660,854      759,598   1,236,812
                                ---------    ---------   ---------
      Total                    $1,259,735   $1,201,418  $1,972,122
                                =========    =========   =========
Total direct operating
   expenses                    $  346,919   $  330,107  $  419,217
                                =========    =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                    27.5%        27.5%       21.3%

Average sales price:
   Per barrel of oil               $17.78       $12.91      $19.76
   Per Mcf of gas                    2.20         2.14        2.38

Direct operating expenses
   per equivalent Bbl of
   oil                             $ 4.15       $ 3.53      $ 3.39





                                      -14-
<PAGE>





                         Net Production Data

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

                                      Year Ended December 31,
                               -----------------------------------
                                  1999         1998        1997
                               ----------   ----------  ----------
Production:
   Oil (Bbls)                      23,931       22,980      27,069
   Gas (Mcf)                      997,209    1,156,387   1,124,237
Oil and gas sales:
   Oil                         $  428,466   $  312,050  $  534,386
   Gas                          2,018,358    2,134,955   2,537,465
                                ---------    ---------   ---------
      Total                    $2,446,824   $2,447,005  $3,071,851
                                =========    =========   =========
Total direct operating
   expenses                    $  551,030   $  712,038  $  749,102
                                =========    =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                    22.5%        29.1%       24.4%

Average sales price:
   Per barrel of oil               $17.90       $13.58      $19.74
   Per Mcf of gas                    2.02         1.85        2.26

Direct operating expenses
   per equivalent Bbl of
   oil                             $ 2.90       $ 3.30      $ 3.49





                                      -15-
<PAGE>





                         Net Production Data

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

                                   Year Ended December 31,
                               ----------------------------------
                                  1999         1998        1997
                               ----------   ----------  ----------
Production:
   Oil (Bbls)                      36,148       35,908      40,758
   Gas (Mcf)                      716,804      767,089     708,262
Oil and gas sales:
   Oil                         $  562,513   $  413,658  $  778,978
   Gas                          1,444,730    1,375,913   1,556,567
                                ---------    ---------   ---------
      Total                    $2,007,243   $1,789,571  $2,335,545
                                =========    =========   =========
Total direct operating
   expenses                    $  704,051   $  718,656  $  867,060
                                =========    =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                    35.1%        40.2%       37.1%

Average sales price:
   Per barrel of oil               $15.56       $11.52      $19.11
   Per Mcf of gas                    2.02         1.79        2.20

Direct operating expenses
   per equivalent Bbl of
   oil                             $ 4.52       $ 4.39      $ 5.46





                                      -16-
<PAGE>





                         Net Production Data

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

                                   Year Ended December 31,
                               -----------------------------------
                                  1999         1998        1997
                               ----------   ----------  ----------
Production:
   Oil (Bbls)                     205,197      223,936     235,152
   Gas (Mcf)                    1,856,697    1,974,917   2,189,619
Oil and gas sales:
   Oil                         $3,146,395   $2,542,259  $4,460,740
   Gas                          3,900,054    3,858,330   4,581,069
                                ---------    ---------   ---------
      Total                    $7,046,449   $6,400,589  $9,041,809
                                =========    =========   =========
Total direct operating
  expenses                     $3,957,399   $3,695,174  $4,513,216
                                =========    =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                    56.2%        57.7%       49.9%

Average sales price:
   Per barrel of oil               $15.33       $11.35      $18.97
   Per Mcf of gas                    2.10         1.95        2.09

Direct operating expenses
   per equivalent Bbl of
   oil                             $ 7.69       $ 6.68      $ 7.52





                                      -17-
<PAGE>





                         Net Production Data

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

                                      Year Ended December 31,
                               -----------------------------------
                                  1999         1998        1997
                               ----------   ----------  ----------
Production:
   Oil (Bbls)                      55,619       54,002      65,787
   Gas (Mcf)                      732,832      787,609     898,447
Oil and gas sales:
   Oil                         $  916,715   $  678,439  $1,240,058
   Gas                          1,397,731    1,470,754   1,751,392
                                ---------    ---------   ---------
      Total                    $2,314,446   $2,149,193  $2,991,450
                                =========    =========   =========
Total direct operating
   expenses                    $  926,110   $1,185,467  $1,332,931
                                =========    =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                    40.0%        55.2%       44.6%

Average sales price:
   Per barrel of oil               $16.48       $12.56      $18.85
   Per Mcf of gas                    1.91         1.87        1.95

Direct operating expenses
   per equivalent Bbl of
   oil                             $ 5.21       $ 6.40      $ 6.18





                                      -18-
<PAGE>




                               Net Production Data

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

                                      Year Ended December 31,
                               -----------------------------------
                                  1999         1998        1997
                               ----------   ----------  ----------
Production:
   Oil (Bbls)                      40,292       38,858      47,493
   Gas (Mcf)                      409,664      419,813     500,966
Oil and gas sales:
   Oil                         $  661,957   $  487,855  $  897,536
   Gas                            777,743      784,720     947,728
                                ---------    ---------   ---------
      Total                    $1,439,700   $1,272,575  $1,845,264
                                =========    =========   =========
Total direct operating
   expenses                    $  593,911   $  744,443  $  854,673
                                =========    =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                    41.3%        58.5%       46.3%

Average sales price:
   Per barrel of oil               $16.43       $12.55      $18.90
   Per Mcf of gas                    1.90         1.87        1.89

Direct operating expenses
   per equivalent Bbl of
   oil                             $ 5.47       $ 6.84      $ 6.52


      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,  1999.  The
schedule  of  quantities  of proved oil and gas  reserves  was  prepared  by the
General  Partner in accordance  with the rules  prescribed by the Securities and
Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by
Ryder Scott Company,  L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report,  "proved  reserves" refers to those
estimated  quantities of crude oil, gas, and gas liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years from known oil and gas  reservoirs  under  existing  economic  and
operating conditions.

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




                                      -19-
<PAGE>




development  costs,  discounted at 10% per annum. Net present value attributable
to the  Partnerships'  proved  reserves was  calculated  on the basis of current
costs and prices at December 31, 1999. Such prices were not escalated  except in
certain  circumstances where escalations were fixed and readily  determinable in
accordance with applicable contract  provisions.  The relatively high oil prices
at  December  31,  1999 have  caused the  estimates  of  remaining  economically
recoverable  oil reserves,  as well as the value placed on such reserves,  to be
higher than in the past several years,  particularly  considering  the impact of
depletion from production over the years.  Any decrease in these high oil prices
would result in a  corresponding  reduction  in the  estimate of  remaining  oil
reserves.  The prices used in calculating the net present value  attributable to
the Partnerships'  proved reserves do not necessarily  reflect market prices for
oil  and gas  production  subsequent  to  December  31,  1999.  There  can be no
assurance  that the prices  used in  calculating  the net  present  value of the
Partnerships' proved reserves at December 31, 1999 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, 1999(1)

   III-A Partnership:
   -----------------
      Estimated proved reserves:
        Gas (Mcf)                                     4,123,320
        Oil and liquids (Bbls)                          122,055

      Net present value (discounted at
        10% per annum)                              $ 6,136,753




                                      -20-
<PAGE>




   III-B Partnership:
   -----------------
      Estimated proved reserves:
        Gas (Mcf)                                     1,910,965
        Oil and liquids (Bbls)                          122,819

      Net present value (discounted at
        10% per annum)                              $ 3,629,503


   III-C Partnership:
   -----------------
      Estimated proved reserves:
        Gas (Mcf)                                     5,373,263
        Oil and liquids (Bbls)                          148,848

      Net present value (discounted at
        10% per annum)                              $ 6,649,976

   III-D Partnership:
   -----------------
      Estimated proved reserves:
        Gas (Mcf)                                     2,799,943
        Oil and liquids (Bbls)                          376,088

      Net present value (discounted at
        10% per annum)                              $ 5,152,539


   III-E Partnership:
   -----------------
      Estimated proved reserves:
        Gas (Mcf)                                     8,080,765
        Oil and liquids (Bbls)                        2,344,025

      Net present value (discounted at
        10% per annum)                              $20,675,722


   III-F Partnership:
   -----------------
      Estimated proved reserves:
        Gas (Mcf)                                     4,164,530
        Oil and liquids (Bbls)                          389,809

      Net present value (discounted at
        10% per annum)                              $ 6,571,735




                                      -21-
<PAGE>




   III-G Partnership:
   -----------------
      Estimated proved reserves:
        Gas (Mcf)                                     2,268,783
        Oil and liquids (Bbls)                          292,988

      Net present value (discounted at
        10% per annum)                              $ 4,074,459

----------
(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 tables set forth certain well and reserve  information as of
December  31, 1999 for the basins in which the  Partnerships  own a  significant
amount of oil and gas properties.  The tables contain the following  information
for each significant  basin:  (i) the number of gross wells and net wells,  (ii)
the number of wells in which only a  non-working  interest  is owned,  (iii) the
Partnership's  total number of wells,  (iv) the number of wells  operated by the
Partnership's  affiliates,  (v) estimated  proved oil reserves,  (vi)  estimated
proved gas reserves,  and (vii) the present value  (discounted at 10% per annum)
of estimated future net cash flow.

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



                                      -22-
<PAGE>


<TABLE>


                             Significant Properties as of December 31, 1999
                             ----------------------------------------------
<CAPTION>

                                                          Wells
                                                        Operated by
                                                        Affiliates      Oil        Gas
                     Gross    Net     Other     Total   ------------  Reserves   Reserves    Present
     Basin           Wells    Wells   Wells(1)  Wells   Number  %      (Bbl)      (Mcf)       Value
------------------   ------  -------  --------  ------  ------ ----   --------  ----------  ----------
<S>                    <C>    <C>       <C>       <C>     <C>  <C>     <C>      <C>         <C>
III-A Partnership:
     Gulf Coast        42     3.27      38        80      11   14%     98,856   2,112,680   $3,902,976
     Anadarko          52     2.38       8        60       9   15%      8,221   1,253,051    1,359,291

III-B Partnership:
     Gulf Coast        40     1.73      38        78       9   12%     64,481   1,131,336   $2,236,863
     Anadarko          37     2.58       6        43       2    5%     53,972     392,777      969,803

III-C Partnership:
     Anadarko          53     5.97      57       110      29   26%     61,689   2,725,580   $3,628,891
     Southern Okla.
       Folded Belt     37     7.09      60        97      21   22%     66,569   1,718,079    1,996,988

III-D Partnership:
     Anadarko          31     3.32      57        88      29   33%      4,485   1,963,529   $2,213,016
     Jay LEC Field     79      .52       -        79       -    -     302,568      43,614    1,629,747
     Southern Okla.
       Folded Belt     26     2.02      58        84      13   15%     37,037     171,684      612,637

---------------------
(1)   Wells in which only a non-working (e.g. royalty) interest is owned.

</TABLE>



                                      -23-
<PAGE>

<TABLE>




                             Significant Properties as of December 31, 1999
                             ----------------------------------------------
<CAPTION>

                                                          Wells
                                                        Operated by
                                                        Affiliates      Oil          Gas
                     Gross    Net     Other     Total   ------------  Reserves     Reserves     Present
     Basin           Wells    Wells   Wells(1)  Wells   Number  %      (Bbl)        (Mcf)(2)     Value
------------------   ------  -------  --------  ------  ------ ----   ---------   ----------  -----------
<S>                    <C>    <C>        <C>      <C>     <C>   <C>   <C>         <C>         <C>
III-E Partnership:
     Jay LEC Field     79      3.69      -        79       -     -    2,159,360      516,683  $11,923,689
     Green River       54      4.18      5        59       -     -       22,212    3,008,441    3,188,196
     Gulf Coast        62     26.69      5        67      32    48%      44,275    2,046,212    2,487,289

III-F Partnership:
     Green River       62     6.32       5        67       8    12%      89,461    2,525,590  $ 2,977,653
     Anadarko          27     6.10       1        28      23    82%      47,440      992,983    1,012,047
     Las Animas Arch   66     1.73       -        66      -      -       91,031   (    8,577)     810,295

III-G Partnership:
     Green River       62     3.61       5        67       8    12%      56,098    1,259,094  $ 1,547,072
     Anadarko          48     3.59       6        54      38    70%      31,066      596,281      627,874
     Las Animas Arch   66     1.14       -        66       -     -       60,198   (    4,338)     540,681

--------------------
(1)   Wells in which only a non-working (e.g. royalty) interest is owned.
(2)   Negative gas  reserves in the Las Animas Arch Basin  reflect the III-F and
      III-G Partnerships' net overproduced gas balancing positions.

</TABLE>



                                      -24-
<PAGE>




      Title to Oil and Gas Properties

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

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


ITEM 3.    LEGAL PROCEEDINGS

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


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

      There were no matters  submitted to a vote of the Limited  Partners of any
Partnership during 1998.


                                    PART II

ITEM 5.    MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  2000,  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             1,328
              III-B        138,336               746
              III-C        244,536             1,256
              III-D        131,008               660
              III-E        418,266             2,103
              III-F        221,484             1,107
              III-G        121,925               584




                                      -25-
<PAGE>





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

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


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

                    1998                      1999            2000
           ----------------------   ----------------------    ----
           1st   2nd   3rd   4th    1st   2nd   3rd   4th     1st
P/ship     Qtr.  Qtr.  Qtr.  Qtr.   Qtr.  Qtr.  Qtr.  Qtr.    Qtr.
------     ----  ----  ----  ----   ----  ----  ----  ----    ----
III-A      $ 8   $16   $15   $14    $14   $13   $13   $12     $11
III-B        8    15    14    13     12    12    13    12      10
III-C       13    20    18    16     15    14    16    14      12
III-D       20    26    25    23     21    20    18    16      13
III-E       26    31    29    28     27    27    21    20      17
III-F       17    21    20    19     18    18    16    16      13
III-G       20    23    22    21     20    20    18    17      13


      In addition to this repurchase  offer,  some of the Partnerships have been
subject to "4.9% tender  offers"  from several  third  parties  since 1997.  The
General  Partner does not know the terms of these offers or the prices  received
by the Limited Partners who accepted these offers.




                                      -26-
<PAGE>





      Cash Distributions

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

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 1998, 1999, and 2000:

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

                              1998
               -------------------------------------
                1st        2nd      3rd       4th
      P/ship   Qtr.(1)     Qtr.(2)  Qtr.(3)   Qtr.(4)
      ------   ------   ---------  -------   -------

      III-A     $1.83     2.03      1.11     $1.09
      III-B      2.15     2.33      1.02      1.32
      III-C      2.09     2.62      2.07      1.72
      III-D      2.27     1.85      1.80      1.96
      III-E      1.70     2.16      1.90      1.59
      III-F      1.68     1.85       .94       .87
      III-G      2.18     1.94       .98       .85


                              1999                        2000
               ------------------------------------      ------
                1st        2nd      3rd       4th         1st
      P/ship   Qtr.        Qtr.     Qtr.      Qtr.        Qtr.
      ------   ------   ---------  -------   -------     ------

      III-A    $ .69      $ .68     $ .80    $1.13       $1.01
      III-B      .73        .61       .76     1.17        1.32
      III-C     1.29       1.02      1.17     1.50        1.74
      III-D     1.28       1.17      1.47     1.95        2.56
      III-E      .64        .07       .82     1.09        3.04
      III-F      .65        .46       .18      .94        2.87
      III-G      .70        .21       .37     1.22        3.37




                                      -27-
<PAGE>





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

(1)   Amount of cash distribution includes proceeds from the sale of certain oil
      and gas properties.
(2)   Amount of cash distribution for the III-A, III-C, III-D, III-E, III-F, and
      III-G Partnerships  includes proceeds from the sale of certain oil and gas
      properties.
(3)   Amount of cash distribution for the III-A,  III-C, and III-D  Partnerships
      includes proceeds from the sale of certain oil and gas properties.
(4)   Amount of cash distribution for the III-B and III-C Partnerships  includes
      proceeds from the sale of certain oil and gas properties.


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."





                                      -28-
<PAGE>




<TABLE>


                                        Selected Financial Data

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

                              1999             1998           1997            1996           1995
                          -------------    -------------  -------------   -------------  -------------
<S>                       <C>              <C>            <C>             <C>            <C>
Oil and Gas Sales          $2,071,891       $2,029,797     $3,328,634      $3,634,004     $3,647,607
Net Income (Loss):
   Limited Partners           717,149          628,357         33,066       1,109,284    ( 1,243,800)
   General Partner             54,650           53,190         98,919         104,949         76,804
   Total                      771,799          681,547        131,985       1,214,233    ( 1,166,996)
Limited Partners' Net
   Income (Loss) per
   Unit                          2.72             2.38            .13            4.20    (      4.71)
Limited Partners' Cash
   Distributions per
   Unit                          3.30             6.06          11.11            9.47           8.19
Total Assets                2,793,806        2,984,008      3,916,891       6,895,159      8,353,918
Partners' Capital
   (Deficit):
   Limited Partners         2,857,723        3,011,574      3,985,217       6,886,151      8,275,867
   General Partner        (   194,823)     (   197,325)   (   198,271)    (   198,911)   (   143,923)
Number of Units
   Outstanding                263,976          263,976        263,976         263,976        263,976

</TABLE>



                                      -29-
<PAGE>



<TABLE>

                                        Selected Financial Data

                                            III-B Partnership
                                            -----------------
<CAPTION>

                              1999             1998           1997            1996           1995
                          -------------    -------------  -------------   -------------  -------------
<S>                       <C>              <C>            <C>             <C>            <C>
Oil and Gas Sales          $1,259,735       $1,201,418     $1,972,122      $2,113,507     $2,063,107
Net Income (Loss):
   Limited Partners           417,755          374,539        223,228         712,800    (   296,132)
   General Partner            110,131          108,544         60,762          63,531         48,956
   Total                      527,886          483,083        283,990         776,331    (   247,176)
Limited Partners' Net
   Income (Loss) per
   Unit                          3.02             2.71           1.61            5.15    (      2.14)
Limited Partners' Cash
   Distributions per
   Unit                          3.27             6.82          12.35           10.15           8.86
Total Assets                1,690,316        1,717,863      2,248,586       3,772,912      4,502,744
Partners' Capital
   (Deficit):
   Limited Partners         1,687,118        1,721,363      2,291,824       3,776,596      4,466,796
   General Partner        (    79,362)     (    85,016)   (    97,840)    (    97,092)   (    66,996)
Number of Units
   Outstanding                138,336          138,336        138,336         138,336        138,336

</TABLE>



                                      -30-
<PAGE>


<TABLE>


                                        Selected Financial Data

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

                              1999             1998           1997            1996           1995
                          -------------    -------------  -------------   -------------  -------------
<S>                       <C>              <C>            <C>             <C>            <C>
Oil and Gas Sales          $2,446,824       $2,447,005     $3,071,851      $3,259,615     $2,760,488
Net Income (Loss):
   Limited Partners         1,053,071        1,094,816    (   196,027)      1,247,672    ( 1,322,234)
   General Partner             75,430           87,868         86,436         103,933         53,608
   Total                    1,128,501        1,182,684    (   109,591)      1,351,605    ( 1,268,626)
Limited Partners' Net
   Income (Loss) per
   Unit                          4.31             4.48    (       .80)           5.10    (      5.41)
Limited Partners' Cash
   Distributions per
   Unit                          4.98             8.50           9.06            7.26           5.76
Total Assets                3,447,965        3,572,389      4,567,928       7,009,782      7,572,561
Partners' Capital
   (Deficit):
   Limited Partners         3,364,883        3,531,812      4,512,996       6,924,023      7,451,351
   General Partner        (   168,448)     (   179,285)   (   171,438)    (   143,741)   (   125,913)
Number of Units
   Outstanding                244,536          244,536        244,536         244,536        244,536

</TABLE>



                                      -31-
<PAGE>


<TABLE>


                                        Selected Financial Data
<CAPTION>

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

                              1999             1998           1997            1996           1995
                          -------------    -------------  -------------   -------------  -------------

<S>                       <C>              <C>            <C>             <C>            <C>
Oil and Gas Sales          $2,007,243       $1,789,571     $2,335,545      $2,336,708     $2,087,482
Net Income (Loss):
   Limited Partners           870,221      (    84,498)        35,530         795,298    (   234,478)
   General Partner             55,068           38,462         54,213          59,929         45,966
   Total                      925,289      (    46,036)        89,743         855,227    (   188,512))
Limited Partners' Net
   Income (Loss) per
   Unit                          6.64      (       .64)           .27            6.07    (      1.79)
Limited Partners' Cash
   Distributions per
   Unit                          5.87             7.88          10.33            8.33           6.30
Total Assets                1,810,172        1,687,823      2,890,862       4,241,190      4,463,897
Partners' Capital
   (Deficit):
   Limited Partners         1,618,456        1,518,235      2,636,733       3,953,203      4,248,905
   General Partner        (    66,221)     (    73,501)   (    62,091)    (    50,214)   (    36,176)
Number of Units
   Outstanding                131,008          131,008        131,008         131,008        131,008

</TABLE>



                                      -32-
<PAGE>



<TABLE>

                                         Selected Financial Data
<CAPTION>

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

                              1999             1998           1997            1996           1995
                          -------------    -------------  -------------   -------------  -------------
<S>                       <C>              <C>            <C>             <C>            <C>
Oil and Gas Sales          $7,046,449       $6,400,589     $ 9,041,809     $ 9,030,115    $ 8,676,047
Net Income (Loss):
   Limited Partners         2,016,127      ( 3,260,925)   (    219,259)      2,275,698   (    338,913)
   General Partner            124,846           57,256         158,394         191,012        136,202
   Total                    2,140,973      ( 3,203,669)   (     60,865)      2,466,710   (    202,711)
Limited Partners' Net
   Income (Loss) per
   Unit                          4.82      (      7.80)   (        .52)           5.44   (        .81)
Limited Partners' Cash
   Distributions per
   Unit                          2.62             7.35           10.29            8.67           6.43
Total Assets                5,742,231        4,621,412      11,397,387      15,918,358     17,113,266
Partners' Capital
   (Deficit):
   Limited Partners         5,037,429        4,117,302      10,449,227      14,971,486     16,319,788
   General Partner        (   259,526)     (   275,783)   (    209,050)   (    187,947)  (    127,750)
Number of Units
   Outstanding                418,266          418,266         418,266         418,266        418,266

</TABLE>



                                      -33-
<PAGE>


<TABLE>


                                         Selected Financial Data
<CAPTION>

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

                              1999             1998           1997            1996           1995
                          -------------    -------------  -------------   -------------  -------------
<S>                       <C>              <C>            <C>             <C>            <C>
Oil and Gas Sales          $2,314,446       $2,149,193     $2,991,450      $3,094,738     $2,697,816
Net Income (Loss):
   Limited Partners           801,095      (     5,324)   ( 2,273,148)        483,478    ( 1,521,469)
   General Partner             59,101           29,041         32,514          72,299         25,536
   Total                      860,196           23,717    ( 2,240,634)        555,777    ( 1,495,933)
Limited Partners' Net
   Income (Loss)
   per Unit                      3.62      (       .02)   (     10.26)           2.18    (      6.87)
   Limited Partners' Cash
   Distributions per
   Unit                          2.23             5.34           7.15            5.23           2.05
Total Assets                3,689,702        3,533,814      4,752,817       8,632,813      9,438,169
Partners' Capital
   (Deficit):
   Limited Partners         3,575,913        3,268,818      4,454,142       8,310,290      8,986,812
   General Partner        (   154,318)     (   164,221)   (   146,427)    (    97,523)   (    70,576)
Number of Units
   Outstanding                221,484          221,484        221,484         221,484        221,484

</TABLE>



                                      -34-
<PAGE>



<TABLE>

                                        Selected Financial Data
<CAPTION>

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

                              1999             1998           1997            1996           1995
                          -------------    -------------  -------------   -------------  -------------
<S>                       <C>              <C>            <C>             <C>            <C>
Oil and Gas Sales          $1,439,700       $1,272,575     $1,845,264      $1,962,555     $1,694,847
Net Income (Loss):
   Limited Partners           588,182      (   308,749)   ( 1,136,965)        380,060    ( 1,024,258)
   General Partner             39,264           13,093         22,672          47,089         15,638
   Total                      627,446      (   295,656)   ( 1,114,293)        427,149    ( 1,008,620)
Limited Partners' Net
   Income (Loss)
   per Unit                      4.82      (      2.53)   (      9.33)           3.12    (      8.40)
Limited Partners' Cash
   Distributions per
   Unit                          2.50             5.95           7.80            5.92           2.67
Total Assets                2,001,438        1,817,470      2,873,056       4,977,730      5,415,275
Partners' Capital
   (Deficit):
   Limited Partners         1,956,255        1,672,073      2,707,822       4,795,787      5,136,727
   General Partner        (    91,045)     (    99,974)   (    85,608)    (    58,669)   (    26,964)
Number of Units
   Outstanding                121,925          121,925        121,925         121,925        121,925

</TABLE>




                                      -35-
<PAGE>





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

      Use of Forward-Looking Statements and Estimates

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

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


      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis of results of operations  provided below.  The most important  variable
affecting the Partnerships'  revenues is the prices received for the sale of oil
and gas.  Predicting  future  prices is not  possible.  Concerning  past trends,
average  yearly  wellhead gas prices in the United States have been volatile for
many years.  Over the past ten years such average  prices have generally been in
the $1.40 to $2.40 per Mcf range.  Gas prices are  currently in the upper end of
this range.

      Substantially  all of the Partnerships' gas reserves are being sold on the
"spot  market."  Prices on the spot  market  are  subject to wide  seasonal  and
regional pricing  fluctuations due to the highly  competitive nature of the spot
market. In addition,  such spot market sales are generally  short-term in nature
and are dependent  upon the  obtaining of  transportation  services  provided by
pipelines. Spot prices for the Partnerships' gas increased




                                      -36-
<PAGE>




from approximately $2.03 per Mcf at December 31, 1998 to approximately $2.24 per
Mcf at December 31, 1999. Such prices were on an MMBTU basis and differ from the
prices actually received by the Partnerships due to transportation and marketing
costs, BTU adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past two  years.  Due to  global  consumption  and  supply  trends  as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
However,  production  curtailment  agreements among major oil producing  nations
have  caused  recent  oil  prices  to climb to over  $24.00  per  barrel in some
markets.  It is not known  whether  this  trend  will  continue.  Prices for the
Partnerships' oil increased from approximately  $9.50 per barrel at December 31,
1998 to approximately $22.75 per barrel at December 31, 1999.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 1999.  Management is unable to predict  whether
future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease.

      As discussed in the "Results of Operations" section below,  volumes of oil
and gas sold also significantly affect the Partnerships'  revenues.  Oil and gas
wells generally  produce the most oil or gas in the earlier years of their lives
and, as production continues, the rate of production naturally declines. At some
point,   production  physically  ceases  or  becomes  no  longer  economic.  The
Partnerships  are not  acquiring  additional  oil and  gas  properties,  and the
existing  properties  are not  experiencing  significant  additional  production
through drilling or other capital  projects.  Therefore,  volumes of oil and gas
produced  naturally  decline  from  year to  year.  While  it is  difficult  for
management to predict future production from these properties, it is likely that
this general trend of declining production will continue.

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



                                      -37-
<PAGE>



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, 1999 as compared to the year ended  December 31, 1998,  and for the
year ended December 31, 1998 as compared to the year ended December 31, 1997.

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

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

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

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

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $84,570  (17.0%)  in 1999 as  compared  to 1998.  This  decrease  was
primarily due to (i) the decrease in volumes of




                                      -38-
<PAGE>




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

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

      The Limited Partners have received cash distributions through December 31,
1999 totaling $26,037,701 or 98.64% of Limited Partners' capital contributions.


                      Year Ended December 31, 1998 Compared
                         to Year Ended December 31, 1997
                      -------------------------------------

      Total oil and gas sales decreased  $1,298,837  (39.0%) in 1998 as compared
to 1997. Of this decrease,  approximately  $114,000 and $710,000,  respectively,
were  related to  decreases  in  volumes  of oil and gas sold and  approximately
$248,000 and  $227,000,  respectively,  were related to decreases in the average
prices of oil and gas sold.  Volumes of oil and gas sold decreased 5,779 barrels
and 289,162 Mcf, respectively,  in 1998 as compared to 1997. The decrease in the
volumes  of oil  and  gas  sold  resulted  primarily  from  normal  declines  in
production and the sale of several wells during both years.  Average oil and gas
prices decreased to $12.53 per barrel and $2.15 per Mcf,  respectively,  in 1998
from $19.68 per barrel and $2.46 per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-A
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$21,281 gain on such sales. Sales of oil and gas properties during 1997 resulted
in the III-A Partnership recognizing similar gains totaling $148,602.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $142,978 (19.9%) in 1998 as compared to 1997. This
decrease  resulted  primarily from decreases in (i) production  taxes associated
with the  decrease  in oil and gas  sales  and  (ii)  lease  operating  expenses
associated  with the decreases in volumes of oil and gas sold.  These  decreases
were  partially  offset by workover  expenses on several wells during 1998. As a
percentage of oil and gas sales,  these expenses increased to 28.4% in 1998 from
21.6% in 1997.  This  percentage  increase was primarily due to the decreases in
the average prices of oil and gas sold.




                                      -39-
<PAGE>




      Depletion,  depreciation,  and  amortization  of oil  and  gas  properties
decreased  $226,800 (31.3%) in 1998 as compared to 1997. This decrease  resulted
primarily  from the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales,  this expense  increased to 24.6% in 1998 from 21.8% in 1997.
This percentage  increase  resulted  primarily from the decreases in the average
prices of oil and gas sold.

      The III-A  Partnership  recognized a non-cash  charge against  earnings of
$1,617,006 in the first quarter of 1997. Of this amount, $184,644 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at March  31,  1997 and  $1,432,362  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  III-A  Partnerships'   Partnership  Agreement  which  limit  the  level  of
permissible drilling activity. No similar charge was necessary during 1998.

      General and administrative  expenses remained  relatively constant in 1998
as  compared  to 1997.  As a  percentage  of oil and gas sales,  these  expenses
increased to 15.3% in 1998 from 9.4% in 1997,  primarily  due to the decrease in
oil and gas sales.



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

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

      Total oil and gas sales  increased  $58,317  (4.9%) in 1999 as compared to
1998. Of this increase,  approximately $164,000 and $20,000, respectively,  were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by  decreases  of  approximately  $7,000  and  $119,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 545 barrels and 55,452 Mcf, respectively,  in 1999 as
compared to 1998.  The decrease in volumes of gas sold was  primarily due to (i)
normal  declines in production  and (ii) the receipt of a reduced  percentage of
sales  on one  significant  well  during  1999  due to the  III-B  Partnership's
overproduced  gas  balancing  position in that well.  Average oil and gas prices
increased  to $17.78 per barrel  and $2.20 per Mcf,  respectively,  in 1999 from
$12.91 per barrel and $2.14 per Mcf, respectively, in 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
production taxes) increased $16,812 (5.1%) in 1999




                                      -40-
<PAGE>




as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
remained constant at 27.5% in 1999 and 1998.

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

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

      The Limited Partners have received cash distributions through December 31,
1999 totaling $15,114,353 or 109.26% of Limited Partners' capital contributions.


                      Year Ended December 31, 1998 Compared
                         to Year Ended December 31, 1997
                      -------------------------------------

      Total oil and gas sales decreased  $770,704 (39.1%) in 1998 as compared to
1997.  Of this  decrease,  approximately  $390,000  was related to a decrease in
volumes of gas sold and approximately $234,000 and $87,000,  respectively,  were
related to decreases in the average  prices of oil and gas sold.  Volumes of oil
and gas sold decreased 2,995 barrels and 163,694 Mcf,  respectively,  in 1998 as
compared to 1997.  The  decrease in the volumes of gas sold  resulted  primarily
from normal  declines in production and the sale of several wells in both years.
Average  oil and gas  prices  decreased  to $12.91 per barrel and $2.14 per Mcf,
respectively, in 1998 from $19.76 per barrel and $2.38 per Mcf, respectively, in
1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-B
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$33,787 gain on such sales. Sales of oil and gas properties during 1997 resulted
in the III-B Partnership recognizing similar gains totaling $62,748.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $89,110 (21.3%) in 1998 as compared to 1997. This
decrease resulted  primarily from a decrease in production taxes associated with
the  decrease  in oil and gas sales and a decrease in lease  operating  expenses
associated  with the decreases in volumes of oil and gas sold.  These  decreases
were  partially  offset by workover  expenses on several wells during 1998. As a
percentage of oil and gas sales,




                                      -41-
<PAGE>




these expenses  increased to 27.5% in 1998 from 21.3% in 1997.  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  $178,049 (40.0%) in 1998 as compared to 1997. This decrease  resulted
primarily from the decreases in volumes of oil and gas sold and upward revisions
in the  estimates of remaining  oil and gas reserves at December 31, 1998.  As a
percentage of oil and gas sales,  this expense remained  relatively  constant at
22.2% in 1998 and 22.6% in 1997.

      The III-B  Partnership  recognized a non-cash  charge against  earnings of
$738,122 in the first  quarter of 1997.  Of this amount,  $77,653 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at  March  31,  1997  and  $660,469  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  III-B  Partnerships'   Partnership  Agreement  which  limit  the  level  of
permissible drilling activity. No similar charge was necessary during 1998.

      General and administrative  expenses remained  relatively constant in 1998
as  compared  to 1997.  As a  percentage  of oil and gas sales,  these  expenses
increased to 13.6% in 1998 from 8.3% in 1997,  primarily  due to the decrease in
oil and gas sales.

      The III-B Partnership  achieved payout in the first quarter of 1998. After
payout,  operations and revenues for the III-B Partnership have been and will be
allocated using the after payout percentages included in the III-B Partnership's
Partnership  Agreement.  After payout percentages  allocate operating income and
expenses  15% to the General  Partner and 85% to the  Limited  Partners.  Before
payout,  operating  income and expenses were allocated 5% to the General Partner
and 95% to the Limited Partners.


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

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

      Total oil and gas sales remained  relatively  constant in 1999 as compared
to 1998. A decrease in oil and gas sales of approximately  $294,000 related to a
decrease  in  volumes  of gas sold was  substantially  offset  by  increases  of
approximately $104,000 and $177,000,  respectively,  related to increases in the
average prices of oil and gas sold and approximately $13,000



                                      -42-
<PAGE>



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

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

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

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

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

      The Limited Partners have received cash distributions through December 31,
1999 totaling $18,439,795 or 75.41% of Limited Partners' capital contributions.




                                      -43-
<PAGE>



                      Year Ended December 31, 1998 Compared
                         to Year Ended December 31, 1997
                      -------------------------------------

      Total oil and gas sales decreased  $624,846 (20.3%) in 1998 as compared to
1997. Of this decrease,  approximately $142,000 and $475,000, respectively, were
related to decreases in the average prices of oil and gas sold and approximately
$81,000 was related to a decrease in volumes of oil sold.  These  decreases were
partially offset by an increase of approximately  $73,000 related to an increase
in volumes of gas sold.  Volumes of oil sold decreased  4,089 barrels in 1998 as
compared to 1997.  Volumes of gas sold increased  32,150 Mcf in 1998 as compared
to 1997. The decrease in the volumes of oil sold resulted  primarily from normal
declines in production and the sale of several wells in both years.  Average oil
and gas prices  decreased to $13.58 per barrel and $1.85 per Mcf,  respectively,
in 1998 from $19.74 per barrel and $2.26 per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-C
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$459,040  gain on such  sales.  Sales  of oil and  gas  properties  during  1997
resulted in the III-C Partnership recognizing similar gains totaling $163,836.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $37,064  (4.9%) in 1998 as compared to 1997. As a
percentage of oil and gas sales,  these expenses increased to 29.1% in 1998 from
24.4% in 1997.  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  $116,636 (18.6%) in 1998 as compared to 1997. This increase  resulted
primarily  from  downward  revisions in the  estimates of remaining  oil and gas
reserves at December 31, 1998 on two  significant  wells. As a percentage of oil
and gas sales,  this expense increased to 30.4% in 1998 from 20.4% in 1997. This
percentage  increase was primarily due to the dollar  increase in  depreciation,
depletion,  and  amortization and the decreases in the average prices of oil and
gas sold.

      The III-C  Partnership  recognized a non-cash  charge against  earnings of
$1,696,417 in the first quarter of 1997. Of this amount, $234,271 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at March  31,  1997 and  $1,462,146  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  III-C  Partnerships'   Partnership  Agreement  which  limit  the  level  of
permissible drilling activity. No similar charge was necessary during 1998.



                                      -44-
<PAGE>



      General and  administrative  expenses  decreased  $5,256 (1.8%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 11.8% in 1998 from 9.5% in 1997, primarily due to the decrease in oil and gas
sales.


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

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

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

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $14,605  (2.0%) in 1999 as compared to 1998. As a
percentage of oil and gas sales,  these expenses decreased to 35.1% in 1999 from
40.2% in 1998.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

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

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

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



                                      -45-
<PAGE>



1998. This percentage  decrease was primarily due to the increase in oil and gas
sales.

      The Limited Partners have received cash distributions through December 31,
1999   totaling   $9,299,669  or  70.99%  of  the  Limited   Partners'   capital
contributions


                      Year Ended December 31, 1998 Compared
                         to Year Ended December 31, 1997
                      -------------------------------------

      Total oil and gas sales decreased  $545,974 (23.4%) in 1998 as compared to
1997. Of this decrease,  approximately $272,000 and $310,000, respectively, were
related to decreases in the average prices of oil and gas sold and approximately
$93,000 was related to a decrease in volumes of oil sold.  These  decreases were
partially offset by an increase of approximately $129,000 related to an increase
in volumes of gas sold.  Volumes of oil sold decreased  4,850 barrels in 1998 as
compared to 1997.  Volumes of gas sold increased  58,827 Mcf in 1998 as compared
to 1997.  The  decrease in volumes of oil sold  resulted  primarily  from normal
declines in production.  The increase in volumes of gas sold resulted  primarily
from the  successful  recompletion  of one well,  which  increase was  partially
offset by normal  declines in  production  and the sale of several wells in 1998
and 1997.  Average oil and gas prices  decreased  to $11.52 per barrel and $1.79
per Mcf,  respectively,  in 1998  from  $19.11  per  barrel  and  $2.20 per Mcf,
respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-D
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$59,491 gain on such sales. Sales of oil and gas properties during 1997 resulted
in the III-D Partnership recognizing similar gains totaling $25,425.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $148,404 (17.1%) in 1998 as compared to 1997. This
decrease  resulted  primarily  from  (i) a  decreases  in (i)  production  taxes
associated with the decrease in oil and gas sales, (ii) lease operating expenses
associated with the decreases in volumes of oil and gas sold, and (iii) workover
expenses on one multi-well unit during 1998 as compared to 1997. As a percentage
of oil and gas sales,  these  expenses  increased to 40.2% in 1998 from 37.1% in
1997.  This 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  $197,979 (60.7%) in 1998 as compared to 1997. This increase  resulted
primarily from significant  downward revisions in the estimates of remaining oil
and gas  reserves at December 31,  1998.  As a percentage  of oil and gas sales,
this  expense  increased  to 29.3% in 1998 from 14.0% in 1997.  This  percentage
increase resulted primarily from the dollar increase



                                      -46-
<PAGE>



in  depreciation,  depletion,  and amortization and the decreases in the average
prices of oil and gas sold.

      The III-D  Partnership  recognized a non-cash  charge against  earnings of
$506,636 in the fourth  quarter of 1998.  This charge was related to the decline
in oil and gas prices used to determine  recoverability  of oil and gas reserves
at December 31, 1998.  In the first quarter of 1997, a non-cash  charge  against
earnings of $932,243 was also recognized.  Of this amount,  $485,820 was related
to the decline in oil and gas prices used to  determine  the  recoverability  of
proved oil and gas  reserves at March 31, 1997 and  $446,423  was related to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  III-D  Partnerships'   Partnership  Agreement  which  limit  the  level  of
permissible drilling activity.

      General and  administrative  expenses  decreased  $2,958 (1.9%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 8.7% in 1998 from 6.8% in 1997,  primarily due to the decrease in oil and gas
sales.


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

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

      Total oil and gas sales increased  $645,860 (10.1%) in 1999 as compared to
1998. Of this increase,  approximately $817,000 and $273,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by decreases  of  approximately  $213,000 and  $231,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 18,739 barrels and 118,220 Mcf, respectively, in 1999
as compared to 1998.  Average oil and gas prices  increased to $15.33 per barrel
and $2.10 per Mcf,  respectively,  in 1999 from  $11.35 per barrel and $1.95 per
Mcf, respectively, in 1998.

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





                                      -47-
<PAGE>




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

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

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

      The Limited Partners have received cash distributions through December 31,
1999  totaling   $31,317,016  or  74.87%  of  the  Limited   Partners'   capital
contributions.



                      Year Ended December 31, 1998 Compared
                         to Year Ended December 31, 1997
                      -------------------------------------

      Total oil and gas sales decreased  $2,641,220  (29.2%) in 1998 as compared
to 1997. Of this decrease,  approximately $1,706,000 and $274,000, respectively,
were  related  to  decreases  in the  average  prices  of oil and gas  sold  and
approximately  $449,000  was  related to a decrease  in the volumes of gas sold.
Volumes  of  oil  and  gas  sold  decreased  11,216  barrels  and  214,702  Mcf,
respectively,  in 1998 as compared to 1997. Average oil and gas prices decreased
to $11.35 per barrel and $1.95 per Mcf,  respectively,  in 1998 from  $18.97 per
barrel and $2.09 per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the III-E
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$36,219 gain on such sales. Sales of oil and gas properties during 1997 resulted
in the III-E Partnership recognizing a $39,835 loss on such sales.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $818,042 (18.1%) in 1998 as compared to 1997. This
decrease  resulted  primarily from decreases in (i) production  taxes associated
with the decrease in oil and gas sales, (ii) lease operating expenses associated
with



                                      -48-
<PAGE>



the decrease in volumes of oil and gas sold, and (iii) workover  expenses on one
significant  multi-well unit during 1998 as compared to 1997. As a percentage of
oil and gas sales, these expenses increased to 57.7% in 1998 from 49.9% in 1997.
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  $785,736 (65.6%) in 1998 as compared to 1997. This increase  resulted
primarily from significant  downward revisions in the estimates of remaining oil
and gas  reserves at December 31,  1998.  As a percentage  of oil and gas sales,
this  expense  increased  to 31.0% in 1998 from 13.3% in 1997.  This  percentage
increase resulted primarily from the dollar increase in depreciation, depletion,
and amortization and the decreases in the average prices of oil and gas sold.

      The III-E  Partnership  recognized a non-cash  charge against  earnings of
$3,503,400 in the fourth quarter of 1998. This charge was related to the decline
in oil and gas prices used to determine  recoverability  of oil and gas reserves
at December 31, 1998.  In the first quarter of 1997, a non-cash  charge  against
earnings of  $2,893,438  was also  recognized.  Of this amount,  $2,042,775  was
related  to  the  decline  in  oil  and  gas  prices  used  to   determine   the
recoverability  of oil and gas  reserves  at March  31,  1997 and  $850,663  was
related to the  writing-off of unproved  properties.  These unproved  properties
were  written  off  based on the  General  Partner's  determination  that it was
unlikely that such  properties  would be developed due to low oil and gas prices
and provisions in the III-E Partnership's  Partnership Agreement which limit the
level of permissible drilling activity.

      General and administrative  expenses remained  relatively constant in 1998
as  compared  to 1997.  As a  percentage  of oil and gas sales,  these  expenses
increased  to 7.8% in 1998 from 5.6% in 1997,  primarily  due to the decrease in
oil and gas sales.



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

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

      Total oil and gas sales  increased  $165,253 (7.7%) in 1999 as compared to
1998. Of this increase,  approximately $218,000 and $29,000, respectively,  were
related to increases in the average prices of oil and gas sold and approximately
$20,000 was related to an increase in volumes of oil sold.  These increases were
partially offset by a decrease of  approximately  $102,000 related to a decrease
in  volumes of gas sold.  Volumes of oil sold  increased  1,617  barrels,  while
volumes of gas sold decreased




                                      -49-
<PAGE>




54,777 Mcf in 1999 as compared to 1998.  Average oil and gas prices increased to
$16.48  per  barrel  and $1.91 per Mcf,  respectively,  in 1999 from  $12.56 per
barrel and $1.87 per Mcf, respectively, in 1998.

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

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

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

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

      The Limited Partners have received cash distributions through December 31,
1999 totaling $11,623,904 or 52.48% of Limited Partners' capital contributions.


                      Year Ended December 31, 1998 Compared
                         to Year Ended December 31, 1997
                      -------------------------------------

      Total oil and gas sales decreased $842,257 (28.2%) for 1998 as compared to
1997. Of this decrease,  approximately $222,000 and $216,000, respectively, were
related to decreases in volumes of oil and gas sold and  approximately  $339,000
and $65,000,  respectively,  were related to decreases in the average  prices of
oil and gas sold.  Volumes  of oil and gas sold  decreased  11,785  barrels  and
110,838 Mcf, respectively, for 1998 as compared to 1997. The decrease in volumes
of oil sold resulted primarily




                                      -50-
<PAGE>




from normal declines in production and the sale of several wells during 1998 and
1997.  The decrease in volumes of gas sold  resulted  primarily  from (i) normal
declines in production,  (ii) the shutting-in of two significant  wells during a
portion of 1998 in order to perform a  workover  on one well and  repairs on the
other well,  and (iii) the sale of several  wells during 1998 and 1997.  Average
oil  and  gas  prices  decreased  to  $12.56  per  barrel  and  $1.87  per  Mcf,
respectively,  for 1998 from $18.85 per barrel and $1.95 per Mcf,  respectively,
for 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
production taxes) decreased  $147,464 (11.1%) for 1998 as compared to 1997. This
decrease resulted primarily from (i) workover expenses incurred on several wells
during  1997 in order to improve the  recovery of reserves  and (ii) the sale of
one  significant  well during 1997.  These  decreases were  partially  offset by
workover  expenses and repair and maintenance  expenses  incurred during 1998 on
several wells. As a percentage of oil and gas sales, these expenses increased to
55.2% for 1998 from 44.6% for 1997. This  percentage  increase was primarily due
to (i) the  decreases in the average  prices of oil and gas sold during 1998 and
(ii) the workover  expenses and repair and maintenance  expenses incurred during
1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $34,359  (4.5%)  for 1998 as  compared  to 1997.  This  decrease  was
primarily  due to the decreases in volumes of oil and gas sold,  which  decrease
was  partially  offset by downward  revisions in the  estimates of remaining oil
reserves at December 31, 1998 on two  significant  wells. As a percentage of oil
and gas sales,  this  expense  increased  to 33.6% for 1998 from 25.3% for 1997.
This percentage  increase  resulted  primarily from the decreases in the average
prices of oil and gas sold.

      The III-F  Partnership  recognized a non-cash  charge against  earnings of
$2,884,405 in the first quarter of 1997. Of this amount,  $2,078,019 was related
to the decline in oil and gas prices used to  determine  the  recoverability  of
proved oil and gas  reserves at March 31, 1997 and  $806,386  was related to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  III-F  Partnership's   Partnership  Agreement  which  limit  the  level  of
permissible drilling activity. No similar charges were necessary in 1998.

      General and  administrative  expenses  decreased $5,087 (1.9%) for 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 12.1% for 1998 from 8.9% for 1997,  primarily  due to the decrease in oil and
gas sales.



                                      -51-
<PAGE>




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

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

      Total oil and gas sales increased  $167,125 (13.1%) in 1999 as compared to
1998. Of this increase,  approximately $156,000 and $12,000, respectively,  were
related to increases in the average prices of oil and gas sold and approximately
$18,000 was related to an increase in volumes of oil sold.  These increases were
partially offset by a decrease of approximately $19,000 related to a decrease in
volumes of gas sold. Volumes of oil sold increased 1,434 barrels,  while volumes
of gas sold  decreased  10,149 Mcf in 1999 as compared to 1998.  Average oil and
gas prices  increased to $16.43 per barrel and $1.90 per Mcf,  respectively,  in
1999 from $12.55 per barrel and $1.87 per Mcf, respectively, in 1998.

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

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

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

      The III-G  Partnership  recognized a non-cash  charge against  earnings of
$310,413 in the fourth  quarter of 1998.  This charge was related to the decline
in oil and gas prices used to determine




                                      -52-
<PAGE>




the  recoverability  of proved oil and gas  reserves at December  31,  1998.  No
similar charge was necessary in 1999.

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

      The Limited Partners have received cash distributions through December 31,
1999 totaling $6,151,287 or 50.45% of Limited Partners' capital contributions.



                      Year Ended December 31, 1998 Compared
                         to Year Ended December 31, 1997
                      -------------------------------------

      Total oil and gas sales decreased $572,689 (31.0%) for 1998 as compared to
1997. Of this decrease,  approximately $163,000 and $154,000, respectively, were
related to decreases in volumes of oil and gas sold and  approximately  $246,000
was related to a decrease in the average  price of oil sold.  Volumes of oil and
gas sold  decreased  8,635  barrels  and 81,153 Mcf,  respectively,  for 1998 as
compared to 1997.  The decrease in volumes of oil sold resulted  primarily  from
normal  declines in  production  and the sale of several  wells  during 1998 and
1997.  The decrease in volumes of gas sold  resulted  primarily  from (i) normal
declines in production,  (ii) the shutting-in of two significant  wells during a
portion of 1998 in order to perform a  workover  on one well and  repairs on the
other well,  and (iii) the sale of several  wells during 1998 and 1997.  Average
oil  and  gas  prices  decreased  to  $12.55  per  barrel  and  $1.87  per  Mcf,
respectively,  for 1998 from $18.90 per barrel and $1.89 per Mcf,  respectively,
for 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
production taxes) decreased  $110,230 (12.9%) for 1998 as compared to 1997. This
decrease resulted primarily from (i) workover expenses incurred on several wells
during  1997 in order to improve the  recovery of reserves  and (ii) the sale of
one  significant  well during 1997.  These  decreases were  partially  offset by
workover  expenses and repair and maintenance  expenses  incurred during 1998 on
several wells. As a percentage of oil and gas sales, these expenses increased to
58.5% for 1998 from 46.3% for 1997. This  percentage  increase was primarily due
to (i) the  decrease  in the  average  price of oil  sold and (ii) the  workover
expenses and repair and maintenance expenses incurred during 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $25,309  (5.9%)  for 1998 as  compared  to 1997.  This  decrease  was
primarily  due to the decreases in volumes of oil and gas sold,  which  decrease
was partially offset by downward



                                      -53-
<PAGE>



revisions in the estimates of remaining oil reserves at December 31, 1998 on two
significant  wells. As a percentage of oil and gas sales, this expense increased
to 31.5%  for 1998  from  23.1%  for 1997.  This  percentage  increase  resulted
primarily from the decrease in the average price of oil sold.

      The III-G  Partnership  recognized a non-cash  charge against  earnings of
$310,413 in the fourth  quarter of 1998.  This charge was related to the decline
in oil and  gas  prices  used to  determine  the  recoverability  of oil and gas
reserves at December 31, 1998. The III-G  Partnership  also recognized  non-cash
charges against earnings totaling $1,551,780 in 1997. Of this amount, $1,449,404
was  recognized in the first quarter of 1997 and $102,376 was  recognized in the
fourth  quarter of 1997. Of the first  quarter  charge in 1997,  $1,010,738  was
related  to  the  decline  in  oil  and  gas  prices  used  to   determine   the
recoverability of proved oil and gas reserves at March 31, 1997 and $438,666 was
related to the  writing-off of unproved  properties.  These unproved  properties
were  written  off  based on the  General  Partner's  determination  that it was
unlikely that such  properties  would be developed due to low oil and gas prices
and provisions in the III-G Partnership's  Partnership Agreement which limit the
level of permissible drilling activity. The charge in the fourth quarter of 1997
was related to the decline in oil prices used to determine the recoverability of
proved oil reserves at December 31, 1997.

      General and  administrative  expenses  decreased $2,876 (2.0%) for 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 11.3% for 1998 from 7.9% for 1997,  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 equivalent unit (one barrel or 6 Mcf of gas)
for 1999, 1998, and 1997.



                                      -54-
<PAGE>



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

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


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


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






                                      -55-
<PAGE>





                        1998 Compared to 1997
                        ---------------------

                        Average Sales Prices
------------------------------------------------------------------
P/ship           1998                  1997             % Change
------     ----------------      ----------------     ------------
             Oil      Gas          Oil      Gas
           ($/Bbl)  ($/Mcf)      ($/Bbl)  ($/Mcf)      Oil     Gas
           -------  -------      -------  -------     -----   ----
III-A      $12.53   $2.15        $19.68    $2.46      (36%)   (13%)
III-B       12.91    2.14         19.76     2.38      (35%)   (10%)
III-C       13.58    1.85         19.74     2.26      (31%)   (18%)
III-D       11.52    1.79         19.11     2.20      (40%)   (19%)
III-E       11.35    1.95         18.97     2.09      (40%)   ( 7%)
III-F       12.56    1.87         18.85     1.95      (33%)   ( 4%)
III-G       12.55    1.87         18.90     1.89      (34%)   ( 1%)


                         Production Volumes
------------------------------------------------------------------
P/ship            1998                 1997             % Change
------     ------------------    ------------------   ------------
             Oil       Gas        Oil        Gas       Oil     Gas
           (Bbls)     (Mcf)      (Bbls)     (Mcf)     (Bbls)  (Mcf)
           -------  ---------    -------  ---------   ------  -----
III-A       34,689    741,990     40,468  1,031,152   (14%)   (28%)
III-B       34,221    355,197     37,216    518,891   ( 8%)   (32%)
III-C       22,980  1,156,387     27,069  1,124,237   (15%)     3%
III-D       35,908    767,089     40,758    708,262   (12%)     8%
III-E      223,936  1,974,917    235,152  2,189,619   ( 5%)   (10%)
III-F       54,002    787,609     65,787    898,447   (18%)   (12%)
III-G       38,858    419,813     47,493    500,966   (18%)   (16%)


                      Average Production Costs
                    per Equivalent Barrel of Oil
                 -----------------------------------
                P/ship    1998     1997    % Change
                ------   -----    -----    --------
                III-A    $3.64    $3.39        7%
                III-B     3.53     3.39        4%
                III-C     3.30     3.49      ( 5%)
                III-D     4.39     5.46      (20%)
                III-E     6.68     7.52      (11%)
                III-F     6.40     6.18        4%
                III-G     6.84     6.52        5%





                                      -56-
<PAGE>




      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
are not  reinvested in productive  assets,  except to the extent that  producing
wells are  improved,  or where  methods are  employed  to permit more  efficient
recovery of reserves,  thereby resulting in a positive economic impact. Assuming
1999  production  levels for future  years,  the  Partnerships'  proved  reserve
quantities at December 31, 1999 would have the following remaining lives:

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

                   III-A           6.2            3.4
                   III-B           6.4            3.7
                   III-C           5.4            6.2
                   III-D           3.9           10.4
                   III-E           4.4           11.4
                   III-F           5.7            7.0
                   III-G           5.5            7.3

These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.  In particular,  the relatively  high oil prices at December 31, 1999
have  caused an  increase in the  estimates  of  remaining  oil  reserves  which
therefore have increased the estimated life of said reserves.

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

      The  Partnerships  sold certain oil and gas properties  during 1999, 1998,
and  1997.  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 1999,  1998,  and
1997 were as follows:




                                      -57-
<PAGE>





      Partnership       1999          1998         1997
      -----------     --------      --------     --------
        III-A         $  9,479      $ 25,815     $572,237
        III-B              515        35,047      278,513
        III-C            9,048       501,935      231,006
        III-D               -         67,181       26,912
        III-E           13,825        77,860       38,925
        III-F          232,143        56,560       83,156
        III-G          153,574        33,830       65,190


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

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

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




                                      -58-
<PAGE>





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


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
1999. 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."


      Year 2000

      The year  2000  issue  refers  to the  inability  of  computer  and  other
information  technology  systems to properly process date and time  information,
stemming from the earlier  programming  practice of using two digits rather than
four to represent the year in a date.  To the knowledge of the General  Partner,
the  Partnerships  have not experienced any material  effects from the year 2000
issue.  Costs  incurred  by the  Partnerships  in  order  to  ensure  year  2000
compatibility were not material to the Partnerships.


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

      The Partnerships do not hold any market risk sensitive instruments.


ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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





                                      -59-
<PAGE>





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

      None.


                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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

            Name          Age     Position with Geodyne
      ----------------    ---    --------------------------------
      Dennis R. Neill      47    President and Director

      Judy K. Fox          48    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




                                      -60-
<PAGE>




who were delinquent  filers during 1999 of reports  required under Section 16 of
the Securities Exchange Act of 1934.


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 1999,  1998, and 1997 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      1999        1998       1997
           -----------    --------    --------   --------

              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 1999, 1998, and 1997:






                                      -61-
<PAGE>



<TABLE>


                                          Salary Reimbursements

                                            III-A Partnership
                                            -----------------
                                    Three Years Ended December 31, 1999
<CAPTION>

                                                              Long Term Compensation
                                                          -------------------------------
                              Annual Compensation                Awards            Payouts
                           -------------------------      ---------------------    -------
                                                                        Securi-
                                                 Other                   ties                  All
     Name                                        Annual   Restricted    Under-                Other
      and                                       Compen-     Stock       lying       LTIP     Compen-
   Principal               Salary      Bonus    sation     Award(s)    Options/    Payouts   sation
   Position          Year    ($)        ($)       ($)        ($)        SARs(#)      ($)       ($)
---------------      ----  -------    -------   -------   ----------   --------    -------   -------
<S>                  <C>   <C>          <C>       <C>       <C>          <C>         <C>       <C>
Dennis R. Neill,
President(1)         1997    -          -         -         -            -           -         -
                     1998    -          -         -         -            -           -         -
                     1999    -          -         -         -            -           -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1997  $166,001     -         -         -            -           -         -
                     1998  $164,445     -         -         -            -           -         -
                     1999  $169,724     -         -         -            -           -         -
----------
(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>


                                      -62-
<PAGE>

<TABLE>


                                         Salary Reimbursements

                                            III-B Partnership
                                            -----------------
                                   Three Years Ended December 31, 1999
<CAPTION>

                                                              Long Term Compensation
                                                          -------------------------------
                                Annual Compensation              Awards            Payouts
                             -------------------------    ---------------------    -------
                                                                        Securi-
                                                  Other                  ties                  All
     Name                                         Annual  Restricted    Under-                Other
      and                                        Compen-    Stock       lying       LTIP     Compen-
   Principal                 Salary     Bonus    sation    Award(s)    Options/    Payouts   sation
   Position          Year      ($)       ($)       ($)       ($)        SARs(#)      ($)       ($)
---------------      ----    -------   -------   -------  ----------   --------    -------   -------
<S>                  <C>     <C>         <C>       <C>      <C>          <C>         <C>       <C>
Dennis R. Neill,
President(1)         1997      -         -         -        -            -           -         -
                     1998      -         -         -        -            -           -         -
                     1999      -         -         -        -            -           -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1997    $86,993     -         -        -            -           -         -
                     1998    $86,178     -         -        -            -           -         -
                     1999    $88,945     -         -        -            -           -         -
----------
(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>


                                      -63-
<PAGE>


<TABLE>

                                         Salary Reimbursements

                                            III-C Partnership
                                            -----------------
                                    Three Years Ended December 31, 1999
<CAPTION>

                                                                Long Term Compensation
                                                            -------------------------------
                                Annual Compensation                Awards          Payouts
                             -------------------------      ---------------------  -------
                                                                         Securi-
                                                  Other                   ties                 All
     Name                                         Annual    Restricted   Under-               Other
      and                                        Compen-      Stock      lying      LTIP     Compen-
   Principal                 Salary     Bonus    sation      Award(s)   Options/   Payouts   sation
   Position          Year      ($)       ($)       ($)         ($)       SARs(#)     ($)       ($)
---------------      ----    -------   -------   -------    ----------  --------   -------   -------
<S>                  <C>     <C>         <C>       <C>        <C>         <C>        <C>       <C>
Dennis R. Neill,
President(1)         1997      -         -         -          -           -          -         -
                     1998      -         -         -          -           -          -         -
                     1999      -         -         -          -           -          -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1997    $153,778    -         -          -           -          -         -
                     1998    $152,336    -         -          -           -          -         -
                     1999    $157,227    -         -          -           -          -         -
----------
(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>




                                      -64-
<PAGE>


<TABLE>


                                          Salary Reimbursements

                                            III-D Partnership
                                            -----------------
                                    Three Years Ended December 31, 1999
<CAPTION>

                                                              Long Term Compensation
                                                          -------------------------------
                              Annual Compensation                Awards            Payouts
                           -------------------------      ---------------------    -------
                                                                        Securi-
                                                 Other                   ties                  All
     Name                                        Annual   Restricted    Under-                Other
      and                                       Compen-     Stock       lying       LTIP     Compen-
   Principal               Salary      Bonus    sation     Award(s)    Options/    Payouts   sation
   Position          Year    ($)        ($)       ($)        ($)        SARs(#)      ($)       ($)
---------------      ----  -------    -------   -------   ----------   --------    -------   -------
<S>                  <C>   <C>          <C>       <C>       <C>          <C>         <C>       <C>
Dennis R. Neill,
President(1)         1997    -          -         -         -            -           -         -
                     1998    -          -         -         -            -           -         -
                     1999    -          -         -         -            -           -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1997  $82,384      -         -         -            -           -         -
                     1998  $81,612      -         -         -            -           -         -
                     1999  $84,232      -         -         -            -           -         -
----------
(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>



                                      -65-
<PAGE>


<TABLE>


                                         Salary Reimbursements

                                            III-E Partnership
                                            -----------------
                                  Three Years Ended December 31, 1999
<CAPTION>

                                                             Long Term Compensation
                                                         -------------------------------
                              Annual Compensation               Awards             Payouts
                           -------------------------     ---------------------     -------
                                                                       Securi-
                                                 Other                  ties                   All
     Name                                        Annual  Restricted    Under-                 Other
      and                                       Compen-    Stock       lying        LTIP     Compen-
   Principal               Salary      Bonus    sation    Award(s)    Options/     Payouts   sation
   Position          Year    ($)        ($)       ($)       ($)        SARs(#)       ($)       ($)
---------------      ----  -------    -------   -------  ----------   --------     -------   -------
<S>                  <C>   <C>          <C>       <C>      <C>          <C>          <C>       <C>
Dennis R. Neill,
President(1)         1997    -          -         -        -            -            -         -
                     1998    -          -         -        -            -            -         -
                     1999    -          -         -        -            -            -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1997  $263,023     -         -        -            -            -         -
                     1998  $260,558     -         -        -            -            -         -
                     1999  $268,923     -         -        -            -            -         -
----------
(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>



                                      -66-
<PAGE>


<TABLE>


                                          Salary Reimbursements
<CAPTION>

                                            III-F Partnership
                                            -----------------
                                     Three Years Ended December 31, 1999

                                                              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)         1997    -          -         -         -            -           -         -
                     1998    -          -         -         -            -           -         -
                     1999    -          -         -         -            -           -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1997  $139,275     -         -         -            -           -         -
                     1998  $137,970     -         -         -            -           -         -
                     1999  $142,399     -         -         -            -           -         -
----------
(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>



                                      -67-
<PAGE>


<TABLE>

                                          Salary Reimbursements

                                            III-G Partnership
                                            -----------------
                                   Three Years Ended December 31, 1999
<CAPTION>

                                                              Long Term Compensation
                                                          -------------------------------
                              Annual Compensation                Awards            Payouts
                           -------------------------      ---------------------    -------
                                                                        Securi-
                                                 Other                   ties                  All
     Name                                        Annual   Restricted    Under-                Other
      and                                       Compen-     Stock       lying       LTIP     Compen-
   Principal               Salary      Bonus    sation     Award(s)    Options/    Payouts   sation
   Position          Year    ($)        ($)       ($)        ($)        SARs(#)      ($)       ($)
---------------      ----  -------    -------   -------   ----------   --------    -------   -------
<S>                  <C>   <C>          <C>       <C>       <C>          <C>         <C>       <C>
Dennis R. Neill,
President(1)         1997    -          -         -         -            -           -         -
                     1998    -          -         -         -            -           -         -
                     1999    -          -         -         -            -           -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1997  $76,670      -         -         -            -           -         -
                     1998  $75,952      -         -         -            -           -         -
                     1999  $78,390      -         -         -            -           -         -
----------
(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>

                                      -68-
<PAGE>





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

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


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Units as of  February  1, 2000 (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                    38,684    (14.7%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)          38,684    (14.7%)




                                      -69-
<PAGE>




III-B Partnership:
-----------------
   Samson Resources Company                    23,148    (16.7%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)          23,148    (16.7%)

III-C Partnership:
-----------------
   Samson Resources Company                    41,472    (17.0%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)          41,472    (17.0%)

III-D Partnership:
-----------------
   Samson Resources Company                    25,988    (19.8%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)          25,988    (19.8%)

III-E Partnership:
-----------------
   Samson Resources Company                    81,124    (19.4%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)          81,124    (19.4%)

III-F Partnership:
-----------------
   Samson Resources Company                    43,903    (19.8%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)          43,903    (19.8%)

III-G Partnership:
-----------------
   Samson Resources Company                    22,582    (18.5%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)          22,582    (18.5%)



                                      -70-
<PAGE>




ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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




                                      -71-
<PAGE>



                                    PART IV

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

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

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

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

                as of December 31, 1999 and 1998 and for each of the three years
                in the period ended  December 31, 1999 are filed as part of this
                report:

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

           (2)  Financial Statement Schedules:

                None.

           (3)  Exhibits:

            *   4.1 Agreement  of  Limited  Partnership  dated November 17, 1989
                for Geodyne Energy Income Limited Partnership III-A.

            *   4.2  Agreement  of Limited  Partnership  dated January 24, 1990
                for Geodyne Energy Income Limited Partnership III-B.

            *   4.3 Agreement  of  Limited  Partnership  dated February 26, 1990
                for Geodyne Energy Income Limited Partnership III-C.





                                      -72-
<PAGE>





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

                     Partnership    Filing Date          File No.
                     -----------    -----------          --------
                        III-D       November 14, 1990    0-18936
                        III-E       January 22, 1991     0-19010
                        III-F       March 25, 1991       0-19102
                        III-G       September 30, 1991   0-19563

            *   4.5  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.

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

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

            *   4.8  Second  Amendment to Agreement of Limited Partnership dated
                     August 4, 1993 for Geodyne Energy Income  Limited  Partner-
                     ship III-A.

            *   4.9  Second Amendment to Agreement of Limited Partnership  dated
                     August 4, 1993 for Geodyne Energy  Income  Limited Partner-
                     ship III-B.

            *   4.10 Second Amendment to Agreement of Limited Partnership  dated
                     August 4, 1993 for Geodyne  Energy  Income Limited Partner-
                     ship III-C.

                4.11 Second Amendment to Agreement of Limited  Partnership dated
                     August  4,  1993  for   Geodyne   Energy   Income   Limited
                     Partnership  III-D,  filed as Exhibit  4.4 to  Registrant's
                     Current  Report on Form 8-K dated August 2, 1993 filed with
                     the SEC on August 10,  1993 and is hereby  incorporated  by
                     reference.



                                      -73-
<PAGE>




                4.12 Second Amendment to Agreement of Limited  Partnership dated
                     August  4,  1993  for   Geodyne   Energy   Income   Limited
                     Partnership  III-E,  filed as Exhibit  4.5 to  Registrant's
                     Current  Report on Form 8-K dated August 2, 1993 filed with
                     the SEC on August 10,  1993 and is hereby  incorporated  by
                     reference.

                4.13 Second Amendment to Agreement of Limited  Partnership dated
                     August  4,  1993  for   Geodyne   Energy   Income   Limited
                     Partnership  III-F,  filed as Exhibit  4.6 to  Registrant's
                     Current  Report on Form 8-K dated August 2, 1993 filed with
                     the SEC on August 10,  1993 and is hereby  incorporated  by
                     reference.

                4.14 Second Amendment to Agreement of Limited  Partnership dated
                     August  4,  1993  for   Geodyne   Energy   Income   Limited
                     Partnership  III-G,  filed as Exhibit  4.7 to  Registrant's
                     Current  Report on Form 8-K dated August 2, 1993 filed with
                     the SEC on August 10,  1993 and is hereby  incorporated  by
                     reference.

           *    4.15 Third Amendment to Agreement of Limited  Partnership  dated
                     August 31, 1995 for Geodyne  Energy Income Limited Partner-
                     ship III-A.

           *    4.16 Third Amendment to Agreement of  Limited Partnership  dated
                     August 31, 1995 for  Geodyne Energy Income Limited Partner-
                     ship III-B.

           *    4.17 Third Amendment to Agreement of Limited  Partnership  dated
                     August 31, 1995 for  Geodyne Energy Income Limited Partner-
                     ship III-C.

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

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



                                      -74-
<PAGE>



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

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

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

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

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

           *    4.25 Fifth  Amendment to Agreement of Limited  Partnership dated
                     November 15, 1999  for  Geodyne Energy Income Limited Part-
                     nership III-A.

           *    4.26 Fifth  Amendment to Agreement of Limited Partnership  dated
                     December 30,  1999  for Geodyne Energy Income Limited Part-
                     nership III-B.

           *    4.27 Fifth  Amendment to Agreement of Limited Partnership  dated
                     December 30, 1999  for  Geodyne Energy Income Limited Part-
                     nership III-C.

           *    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.



                                      -75-
<PAGE>



           *    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.

           *    27.1 Financial  Data  Schedule   containing   summary  financial
                     information   extracted  from  the  Geodyne  Energy  Income
                     Limited  Partnership  III-A's  financial  statements  as of
                     December 31, 1999 and for the year ended December 31, 1999.

           *    27.2 Financial   Data  Schedule  containing   summary  financial
                     information   extracted  from  the  Geodyne  Energy  Income
                     Limited  Partnership  III-B's  financial  statements  as of
                     December 31, 1999 and for the year ended December 31, 1999.

           *    27.3 Financial   Data  Schedule  containing   summary  financial
                     information   extracted  from  the  Geodyne  Energy  Income
                     Limited  Partnership  III-C's  financial  statements  as of
                     December 31, 1999 and for the year ended December 31, 1999.

           *    27.4 Financial  Data  Schedule   containing   summary  financial
                     information   extracted  from  the  Geodyne  Energy  Income
                     Limited  Partnership  III-D's  financial  statements  as of
                     December 31, 1999 and for the year ended December 31, 1999.

           *    27.5 Financial  Data  Schedule   containing   summary  financial
                     information   extracted  from  the  Geodyne  Energy  Income
                     Limited  Partnership  III-E's  financial  statements  as of
                     December 31, 1999 and for the year ended December 31, 1999.



                                      -76-
<PAGE>




           *    27.6 Financial  Data  Schedule   containing   summary  financial
                     information   extracted  from  the  Geodyne  Energy  Income
                     Limited  Partnership  III-F's  financial  statements  as of
                     December 31, 1999 and for the year ended December 31, 1999.

           *    27.7 Financial  Data  Schedule   containing   summary  financial
                     information   extracted  from  the  Geodyne  Energy  Income
                     Limited  Partnership  III-G's  financial  statements  as of
                     December 31, 1999 and for the year ended December 31, 1999.

                     All other Exhibits are omitted as inapplicable.

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

      (b)  Reports on Form 8-K filed during the fourth quarter of 1999:

           None.



                                      -77-
<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

                                    February 25, 2000

                               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         February 25, 2000
      -------------------  Director (Principal
         Dennis R. Neill   Executive Officer)

      /s/Patrick M. Hall   (Principal            February 25, 2000
      -------------------  Financial and
         Patrick M. Hall   Accounting Officer)

      /s/Judy K. Fox       Secretary             February 25, 2000
      -------------------
         Judy K. Fox


                                      -78-
<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, 1999 and 1998, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1999,  in  conformity  with
accounting  principles  generally accepted in the United States. 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,  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 the opinion expressed above.






                               PricewaterhouseCoopers LLP










Tulsa, Oklahoma
February 22, 2000



                                      F-1
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           Balance Sheets
                     December 31, 1999 and 1998

                               ASSETS
                               ------
                                        1999             1998
                                    -------------    -----------
CURRENT ASSETS:
   Cash and cash equivalents         $  379,613       $  212,695
   Accounts receivable:
      Oil and gas sales                 325,691          282,108
                                      ---------        ---------
        Total current assets         $  705,304       $  494,803

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                     1,808,851        2,222,673

DEFERRED CHARGE                         279,651          266,532
                                      ---------        ---------
                                     $2,793,806       $2,984,008
                                      =========        =========

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

CURRENT LIABILITIES:
   Accounts payable                  $   49,195       $   62,011
   Gas imbalance payable                 31,659           30,903
                                      ---------        ---------

      Total current liabilities      $   80,854       $   92,914

ACCRUED LIABILITY                    $   50,052       $   76,845

PARTNERS' CAPITAL (DEFICIT):
   General Partner                  ($  194,823)     ($  197,325)
   Limited Partners, issued and
      outstanding, 263,976 Units      2,857,723        3,011,574
                                      ---------        ---------
        Total Partners' capital      $2,662,900       $2,814,249
                                      ---------        ---------
                                     $2,793,806       $2,984,008
                                      =========        =========





                     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, 1999, 1998, and 1997

                                   1999          1998           1997
                               ------------  ------------   -----------
REVENUES:
   Oil and gas sales            $2,071,981    $2,029,797     $3,328,634
   Interest income                  10,120        16,726         27,613
   Gain on sale of oil
      and gas properties               883        21,281        148,602
                                 ---------     ---------      ---------
                                $2,082,984    $2,067,804     $3,504,849

COSTS AND EXPENSES:
   Lease operating              $  426,510    $  412,509     $  463,734
   Production tax                  159,247       163,603        255,356
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties               414,145       498,715        725,515
   Impairment provision               -             -         1,617,006
   General and
      Administrative               311,283       311,430        311,253
                                 ---------     ---------      ---------
                                $1,311,185    $1,386,257     $3,372,864
                                 ---------     ---------      ---------

NET INCOME                      $  771,799    $  681,547     $  131,985
                                 =========     =========      =========

GENERAL PARTNER - NET
   INCOME                       $   54,650    $   53,190     $   98,919
                                 =========     =========      =========

LIMITED PARTNERS - NET
   INCOME                       $  717,149    $  628,357     $   33,066
                                 =========     =========      =========
NET INCOME per Unit             $     2.72    $     2.38     $      .13
                                 =========     =========      =========
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, 1999, 1998, and 1997

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

Balance, Dec. 31, 1996    $ 6,886,151   ($198,911)    $6,687,240
   Net income                  33,066      98,919        131,985
   Cash distributions    (  2,934,000)  (  98,279)   ( 3,032,279)
                           ----------     -------      ---------

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

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

Balance, Dec. 31, 1999    $ 2,857,723   ($194,823)    $2,662,900
                           ==========     =======      =========




                     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, 1999, 1998, and 1997

                                      1999           1998            1997
                                  ------------   ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $  771,799     $  681,547      $  131,985
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                    414,145        498,715         725,515
      Impairment provision               -              -          1,617,006
      Gain on sale of oil
        and gas properties        (       883)   (    21,281)    (   148,602)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales         (    43,583)       242,433         155,626
      (Increase) decrease in
        accounts receivable -
        other                            -               308     (       308)
      (Increase) decrease in
        deferred charge           (    13,119)   (    66,810)         44,498
      Increase (decrease) in
        accounts payable          (    12,816)        22,389     (    11,104)
      Increase (decrease) in
        gas imbalance payable             756    (     7,515)    (    38,379)
      Increase (decrease) in
        accrued liability         (    26,793)        24,940     (    28,491)
                                    ---------      ---------       ---------

   Net cash provided by
      operating activities         $1,089,506     $1,374,726      $2,447,746
                                    ---------      ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($    8,919)   ($   55,973)    ($   75,449)
   Proceeds from sale of oil
      and gas properties                9,479         25,815         572,237
                                    ---------      ---------       ---------

   Net cash provided (used)
      by investing activities      $      560    ($   30,158)     $  496,788
                                    ---------      ---------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($  923,148)   ($1,654,244)    ($3,032,279)
                                    ---------      ---------       ---------



                                      F-5
<PAGE>



   Net cash used by
      financing activities        ($  923,148)   ($1,654,244)    ($3,032,279)
                                    ---------      ---------       ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       $  166,918    ($  309,676)    ($   87,745)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             212,695        522,371         610,116
                                    ---------      ---------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  379,613     $  212,695      $  522,371
                                    =========      =========       =========





                     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, 1999 and 1998, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1999,  in  conformity  with
accounting  principles  generally accepted in the United States. 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,  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 the opinion expressed above.






                               PricewaterhouseCoopers LLP










Tulsa, Oklahoma
February 22, 2000



                                      F-7
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           Balance Sheets
                     December 31, 1999 and 1998

                               ASSETS
                               ------
                                          1999           1998
                                      ------------   ------------
CURRENT ASSETS:
   Cash and cash equivalents           $  227,298     $  117,355
   Accounts receivable:
      Oil and gas sales                   214,859        164,818
                                        ---------      ---------
        Total current assets           $  442,157     $  282,173

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                       1,018,525      1,242,380

DEFERRED CHARGE                           229,634        193,310
                                        ---------      ---------
                                       $1,690,316     $1,717,863
                                        =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                    $   32,585     $   21,658
   Gas imbalance payable                   16,517         18,422
                                        ---------      ---------

      Total current liabilities        $   49,102     $   40,080

ACCRUED LIABILITY                      $   33,458     $   41,436

PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($   79,362)   ($   85,016)
   Limited Partners, issued and
      outstanding, 138,336 Units        1,687,118      1,721,363
                                        ---------      ---------
        Total Partners' capital        $1,607,756     $1,636,347
                                        ---------      ---------

                                       $1,690,316     $1,717,863
                                        =========      =========




                     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, 1999, 1998, and 1997

                                      1999          1998          1997
                                  ------------  ------------  ----------
REVENUES:
   Oil and gas sales               $1,259,735    $1,201,418    $1,972,122
   Interest income                      5,200         8,819        15,422
   Gain on sale of oil
      and gas properties                  372        33,787        62,748
                                    ---------     ---------     ---------
                                   $1,265,307    $1,244,024    $2,050,292

COSTS AND EXPENSES:
   Lease operating                 $  252,191    $  233,081    $  268,642
   Production tax                      94,728        97,026       150,575
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                  226,627       267,175       445,224
   Impairment provision                  -             -          738,122
   General and
      Administrative                  163,875       163,659       163,739
                                    ---------     ---------     ---------
                                   $  737,421    $  760,941    $1,766,302
                                    ---------     ---------     ---------

NET INCOME                         $  527,886    $  483,083    $  283,990
                                    =========     =========     =========
GENERAL PARTNER - NET
   INCOME                          $  110,131    $  108,544    $   60,762
                                    =========     =========     =========
LIMITED PARTNERS - NET
   INCOME                          $  417,755    $  374,539    $  223,228
                                    =========     =========     =========

NET INCOME per Unit                $     3.02    $     2.71    $     1.61
                                    =========     =========     =========

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, 1999, 1998, and 1997


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

Balance, Dec. 31, 1996      $3,776,596    ($ 97,092)  $3,679,504
   Net income                  223,228       60,762      283,990
   Cash distributions      ( 1,708,000)   (  61,510) ( 1,769,510)
                             ---------      -------    ---------

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

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

Balance, Dec. 31, 1999      $1,687,118    ($ 79,362)  $1,607,756
                             =========      =======    =========




                     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, 1999, 1998, and 1997

                                      1999           1998            1997
                                  ------------   ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $  527,886     $  483,083      $  283,990
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                    226,627        267,175         445,224
      Impairment provision               -              -            738,122
      Gain on sale of oil
        and gas properties        (       372)   (    33,787)    (    62,748)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales         (    50,041)       142,906          89,246
      (Increase) decrease in
        accounts receivable -
        other                            -               130     (       130)
      (Increase) decrease in
        deferred charge           (    36,324)   (    57,014)          8,523
      Increase (decrease) in
        accounts payable               10,927          2,226     (     8,551)
      Increase (decrease) in
        gas imbalance payable     (     1,905)        11,746     (    20,059)
      Increase (decrease) in
        accrued liability         (     7,978)        12,942     (    10,196)
                                    ---------      ---------       ---------

   Net cash provided by
      operating activities         $  668,820     $  829,407      $1,463,421
                                    ---------      ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($    2,915)   ($   11,667)    ($   43,739)
   Proceeds from sale of oil
      and gas properties                  515         35,047         278,513
                                    ---------      ---------       ---------

   Net cash provided (used)
      by investing activities     ($    2,400)    $   23,380      $  234,774
                                    ---------      ---------       ---------



                                      F-11
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($  556,477)   ($1,040,720)    ($1,769,510)
                                    ---------      ---------       ---------
   Net cash used by
      financing activities        ($  556,477)   ($1,040,720)    ($1,769,510)
                                    ---------      ---------       ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       $  109,943    ($  187,933)    ($   71,315)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             117,355        305,288         376,603
                                    ---------      ---------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  227,298     $  117,355      $  305,288
                                    =========      =========       =========







                     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, 1999 and 1998, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1999,  in  conformity  with
accounting  principles  generally accepted in the United States. 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,  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 the opinion expressed above.




                               PricewaterhouseCoopers LLP












Tulsa, Oklahoma
February 22, 2000



                                      F-13
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           Balance Sheets
                     December 31, 1999 and 1998

                               ASSETS
                               ------

                                          1999           1998
                                      ------------   ------------
CURRENT ASSETS:
   Cash and cash equivalents           $  482,914     $  340,720
   Accounts receivable:
      Oil and gas sales                   444,436        380,975
                                        ---------      ---------
        Total current assets           $  927,350     $  721,695

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                       2,323,346      2,779,845

DEFERRED CHARGE                           197,269         70,849
                                        ---------      ---------
                                       $3,447,965     $3,572,389
                                        =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                    $   50,407     $   42,712
   Gas imbalance payable                   44,727         25,479
                                        ---------      ---------

      Total current liabilities        $   95,134     $   68,191

ACCRUED LIABILITY                      $  156,396     $  151,671

PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($  168,448)   ($  179,285)
   Limited Partners, issued and
      outstanding, 244,536 Units        3,364,883      3,531,812
                                        ---------      ---------
        Total Partners' capital        $3,196,435     $3,352,527
                                        ---------      ---------
                                       $3,447,965     $3,572,389
                                        =========      =========




                     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, 1999, 1998, and 1997

                                      1999           1998          1997
                                  ------------   ------------  ------------
REVENUES:
   Oil and gas sales               $2,446,824     $2,447,005    $3,071,851
   Interest income                     13,260         19,716        19,900
   Gain (loss) on sale of
      oil and gas properties      (       281)       459,040       163,836
                                    ---------      ---------     ---------
                                   $2,459,803     $2,925,761    $3,255,587
COSTS AND EXPENSES:
   Lease operating                 $  379,785     $  532,167    $  520,672
   Production tax                     171,245        179,871       228,430
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                  491,692        742,986       626,350
   Impairment provision                  -              -        1,696,417
   General and
      Administrative                  288,580        288,053       293,309
                                    ---------      ---------     ---------
                                   $1,331,302     $1,743,077    $3,365,178
                                    ---------      ---------     ---------

NET INCOME (LOSS)                  $1,128,501     $1,182,684   ($  109,591)
                                    =========      =========     =========
GENERAL PARTNER - NET
   INCOME                          $   75,430     $   87,868    $   86,436
                                    =========      =========     =========

LIMITED PARTNERS - NET
   INCOME (LOSS)                   $1,053,071     $1,094,816   ($  196,027)
                                    =========      =========     =========

NET INCOME (LOSS)
  per Unit                         $     4.31     $     4.48   ($      .80)
                                    =========      =========     =========

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, 1999, 1998, and 1997


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

Balance, Dec. 31, 1996     $6,924,023    ($143,741)   $6,780,282
   Net income (loss)      (   196,027)      86,436   (   109,591)
   Cash distributions     ( 2,215,000)   ( 114,133)  ( 2,329,133)
                           ----------      -------     ---------

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

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

Balance, Dec. 31, 1999     $3,364,883    ($168,448)   $3,196,435
                            =========      =======     =========






                     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, 1999, 1998, and 1997

                                        1999           1998          1997
                                    ------------   ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                 $1,128,501     $1,182,684   ($  109,591)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                      491,692        742,986       626,350
      Impairment provision                 -              -        1,696,417
      (Gain) loss on sale of
        oil and gas properties              281    (   459,040)  (   163,836)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales           (    63,461)       116,708       130,014
      Decrease in accounts
        receivable - General
        Partner                            -              -           40,940
      (Increase) decrease in
        accounts receivable -
        other                              -                54   (        54)
      (Increase) decrease in
        deferred charge             (   126,420)        15,800   (    10,635)
      Increase (decrease) in
        accounts payable                  7,695    (    10,337)  (     4,308)
      Increase (decrease) in
        gas imbalance payable            19,248    (     5,014)  (       256)
      Increase in
        accrued liability                 4,725          8,843         1,434
                                      ---------      ---------     ---------
   Net cash provided by
      operating activities           $1,462,261     $1,592,684    $2,206,475
                                      ---------      ---------     ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   44,522)   ($  123,095)  ($  104,670)
   Proceeds from sale of oil
      and gas properties                  9,048        501,935       231,006
                                      ---------      ---------     ---------
   Net cash provided (used)
      by investing activities       ($   35,474)    $  378,840    $  126,336
                                      ---------      ---------     ---------



                                      F-17
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,284,593)   ($2,171,715)  ($2,329,133)
                                      ---------      ---------     ---------
   Net cash used by
      financing activities          ($1,284,593)   ($2,171,715)  ($2,329,133)
                                      ---------      ---------     ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $  142,194    ($  200,191)   $    3,678

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               340,720        540,911       537,233
                                      ---------      ---------     ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  482,914     $  340,720    $  540,911
                                      =========      =========     =========



                     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, 1999 and 1998, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1999,  in  conformity  with
accounting  principles  generally accepted in the United States. 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,  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 the opinion expressed above.





                               PricewaterhouseCoopers LLP










Tulsa, Oklahoma
February 22, 2000



                                      F-19
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           Balance Sheets
                     December 31, 1999 and 1998

                               ASSETS
                               ------

                                           1999           1998
                                       ------------   ------------
CURRENT ASSETS:
   Cash and cash equivalents            $  338,669     $  172,776
   Accounts receivable:
      Oil and gas sales                    371,197        268,703
                                         ---------      ---------
        Total current assets            $  709,866     $  441,479

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                        1,047,894      1,236,882

DEFERRED CHARGE                             52,412          9,462
                                         ---------      ---------
                                        $1,810,172     $1,687,823
                                         =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                     $   74,391     $   55,996
   Gas imbalance payable                     2,361          4,454
                                         ---------      ---------

      Total current liabilities         $   76,752     $   60,450

ACCRUED LIABILITY                       $  181,185     $  182,639

PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($   66,221)   ($   73,501)
   Limited Partners, issued and
      outstanding, 131,008 Units         1,618,456      1,518,235
                                         ---------      ---------
        Total Partners' capital         $1,552,235     $1,444,734
                                         ---------      ---------
                                        $1,810,172     $1,687,823
                                         =========      =========





                     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, 1999, 1998, and 1997

                                        1999           1998          1997
                                    ------------   ------------  ------------
REVENUES:
   Oil and gas sales                 $2,007,243     $1,789,571    $2,335,545
   Interest income                        8,459          9,293        12,154
   Gain (loss) on sale of
      oil and gas properties        (        16)        59,491        25,425
                                      ---------      ---------     ---------
                                     $2,015,686     $1,858,355    $2,373,124
COSTS AND EXPENSES:
   Lease operating                   $  566,376     $  596,143    $  699,449
   Production tax                       137,675        122,513       167,611
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                    230,648        524,074       326,095
   Impairment provision                    -           506,636       932,243
   General and
      Administrative                    155,698        155,025       157,983
                                      ---------      ---------     ---------
                                     $1,090,397     $1,904,391    $2,283,381
                                      ---------      ---------     ---------

NET INCOME (LOSS)                    $  925,289    ($   46,036)   $   89,743
                                      =========      =========     =========
GENERAL PARTNER - NET
   INCOME                            $   55,068         38,462    $   54,213
                                      =========      =========     =========

LIMITED PARTNERS - NET
   INCOME (LOSS)                     $  870,221    ($   84,498)   $   35,530
                                      =========      =========     =========

NET INCOME (LOSS) per Unit           $     6.64    ($      .64)   $      .27
                                      =========      =========     =========

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, 1999, 1998, and 1997


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

Balance, Dec. 31, 1996     $3,953,203     ($50,214)    $3,902,989
   Net income                  35,530       54,213         89,743
   Cash distributions     ( 1,352,000)    ( 66,090)   ( 1,418,090)
                            ---------       ------      ---------

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

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

Balance, Dec. 31, 1999     $1,618,456     ($66,221)    $1,552,235
                            =========       ======      =========


                     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, 1999, 1998, and 1997

                                       1999           1998           1997
                                   ------------   ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                $  925,289    ($   46,036)    $   89,743
   Adjustments to reconcile
      net income (loss) to net
      cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                     230,648        524,074        326,095
      Impairment provision                -           506,636        932,243
      (Gain) loss on sale of oil
       and gas properties                   16    (    59,491)   (    25,425)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales          (   102,494)        93,072         63,537
      (Increase) decrease in
        deferred charge            (    42,950)         9,413          7,264
      Increase (decrease) in
        accounts payable                18,395    (    58,290)         2,065
      Increase (decrease) in
        gas imbalance payable      (     2,093)         4,454    (     5,694)
      Decrease in accrued
        liability                  (     1,454)   (    19,295)   (    18,352)
                                     ---------      ---------      ---------
   Net cash provided by
      operating activities          $1,025,357     $  954,537     $1,371,476
                                     ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   41,676)   ($   64,034)   ($      579)
   Proceeds from sale of oil
      and gas properties                  -            67,181         26,912
                                     ---------      ---------      ---------

   Net cash provided (used)
      by investing activities      ($   41,676)    $    3,147     $   26,333
                                     ---------      ---------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($  817,788)   ($1,083,872)   ($1,418,090)
                                     ---------      ---------      ---------
   Net cash used by
      financing activities         ($  817,788)   ($1,083,872)   ($1,418,090)
                                     ---------      ---------      ---------



                                      F-23
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        $  165,893    ($  126,188)   ($   20,281)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              172,776        298,964        319,245
                                     ---------      ---------      ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  338,669     $  172,776     $  298,964
                                     =========      =========      =========




                     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, 1999 and 1998, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1999,  in  conformity  with
accounting  principles  generally accepted in the United States. 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,  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 the opinion expressed above.





                               PricewaterhouseCoopers LLP












Tulsa, Oklahoma
February 22, 2000



                                      F-25
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           Balance Sheets
                     December 31, 1999 and 1998

                               ASSETS
                               ------

                                          1999           1998
                                      -------------  -------------
CURRENT ASSETS:
   Cash and cash equivalents           $1,445,029     $  483,197
   Accounts receivable:
      Oil and gas sales                 1,403,065        820,078
                                        ---------      ---------
        Total current assets           $2,848,094     $1,303,275

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                       2,776,902      3,190,480

DEFERRED CHARGE                           117,235        127,657
                                        ---------      ---------
                                       $5,742,231     $4,621,412
                                        =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                    $  398,764     $  302,889
   Gas imbalance payable                   34,902        178,518
                                        ---------      ---------
      Total current liabilities        $  433,666     $  481,407

ACCRUED LIABILITY                      $  530,662     $  298,486

PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($  259,526)   ($  275,783)
   Limited Partners, issued and
      outstanding, 418,266 Units        5,037,429      4,117,302
                                        ---------      ---------
        Total Partners' capital        $4,777,903     $3,841,519
                                        ---------      ---------
                                       $5,742,231     $4,621,412
                                        =========      =========





                     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, 1999, 1998, and 1997

                                      1999          1998           1997
                                  ------------  -------------  -------------
REVENUES:
   Oil and gas sales               $7,046,449    $6,400,589     $9,041,809
   Interest income                     27,474        41,408         44,879
   Gain (loss) on sale of
      oil and gas properties             -           36,219    (    39,835)
                                    ---------     ---------      ---------
                                   $7,073,923    $6,478,216     $9,046,853

COSTS AND EXPENSES:
   Lease operating                 $3,504,062    $3,253,691     $3,867,517
   Production tax                     453,337       441,483        645,699
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                  479,272     1,984,334      1,198,598
   Impairment provision                  -        3,503,400      2,893,438
   General and
      Administrative                  496,279       498,977        502,466
                                    ---------     ---------      ---------
                                   $4,932,950    $9,681,885     $9,107,718
                                    ---------     ---------      ---------

NET INCOME (LOSS)                  $2,140,973   ($3,203,669)   ($   60,865)
                                    =========     =========      =========
GENERAL PARTNER - NET
   INCOME                          $  124,846    $   57,256     $  158,394
                                    =========     =========      =========
LIMITED PARTNERS - NET
   INCOME (LOSS)                   $2,016,127   ($3,260,925)   ($  219,259)
                                    =========     =========      =========

NET INCOME (LOSS)
  per Unit                         $     4.82   ($     7.80)   ($      .52)
                                    =========     =========      =========

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, 1999, 1998, and 1997


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

Balance, Dec. 31, 1996      $14,971,486   ($187,947)  $14,783,539
   Net income (loss)       (    219,259)    158,394  (     60,865)
   Cash distributions      (  4,303,000)  ( 179,497) (  4,482,497)
                             ----------     -------    ----------

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

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

Balance, Dec. 31, 1999      $ 5,037,429   ($259,526)  $ 4,777,903
                             ==========     =======    ==========





                     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, 1999, 1998, and 1997

                                       1999            1998          1997
                                   ------------    ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                $2,140,973     ($3,203,669)  ($   60,865)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                     479,272       1,984,334     1,198,598
      Impairment provision                -          3,503,400     2,893,438
      (Gain) loss on sale of
        oil and gas properties            -        (    36,219)       39,835
      (Increase) decrease in
        accounts receivable -
        oil and gas sales          (   582,987)        541,719       192,951
      Decrease in deferred charge       10,422          76,430        94,271
      Increase (decrease) in
        accounts payable                95,875     (   390,629)       70,431
      Increase (decrease) in
        gas imbalance payable      (   143,616)         35,769   (    13,748)
      Increase (decrease) in
        accrued liability              232,176     (    22,457)  (    34,292)
                                     ---------       ---------     ---------

   Net cash provided by
      operating activities          $2,232,115      $2,488,678    $4,380,619
                                     ---------       ---------     ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   79,519)    ($    2,926)  ($   65,616)
   Proceeds from sale of oil
      and gas properties                13,825          77,860        38,925
                                     ---------       ---------     ---------
   Net cash provided (used)
      by investing activities      ($   65,694)     $   74,934   ($   26,691)
                                     ---------       ---------     ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($1,204,589)    ($3,194,989)  ($4,482,497)
                                     ---------       ---------     ---------
   Net cash used by
      financing activities         ($1,204,589)    ($3,194,989)  ($4,482,497)
                                     ---------       ---------     ---------



                                      F-29
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        $  961,832     ($  631,377)  ($  128,569)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              483,197       1,114,574     1,243,143
                                     ---------       ---------     ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $1,445,029      $  483,197    $1,114,574
                                     =========       =========     =========




                     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, 1999 and 1998, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1999,  in  conformity  with
accounting  principles  generally accepted in the United States. 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,  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 the opinion expressed above.





                               PricewaterhouseCoopers LLP










Tulsa, Oklahoma
February 22, 2000



                                      F-31
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           Balance Sheets
                     December 31, 1999 and 1998

                               ASSETS
                               ------
                                          1999           1998
                                      ------------   -------------
CURRENT ASSETS:
   Cash and cash equivalents           $  803,913     $  316,761
   Accounts receivable:
      Oil and gas sales                   424,488        279,590
      Other                                  -             9,631
                                        ---------      ---------
        Total current assets           $1,228,401     $  605,982

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                       2,405,074      2,848,735

DEFERRED CHARGE                            56,227         79,097
                                        ---------      ---------
                                       $3,689,702     $3,533,814
                                        =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                    $   77,807     $  133,841
   Gas imbalance payable                   55,092        123,641
                                        ---------      ---------

      Total current liabilities        $  132,899     $  257,482

ACCRUED LIABILITY                      $  135,208     $  171,735

PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($  154,318)   ($  164,221)
   Limited Partners, issued and
      outstanding, 221,484 Units        3,575,913      3,268,818
                                        ---------      ---------
        Total Partners' capital        $3,421,595     $3,104,597
                                        ---------      ---------

                                       $3,689,702     $3,533,814
                                        =========      =========




                     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, 1999, 1998, and 1997

                                     1999           1998           1997
                                 ------------   -------------  -------------
REVENUES:
   Oil and gas sales              $2,314,446     $2,149,193     $2,991,450
   Interest income                    13,888         20,060         21,251
   Gain (loss) on sale of
      oil and gas properties         139,094         22,073    (    14,411)
                                   ---------      ---------      ---------
                                  $2,467,428     $2,191,326     $2,998,290

COSTS AND EXPENSES:
   Lease operating                $  818,404     $1,036,153     $1,166,776
   Production tax                    107,706        149,314        166,155
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                 419,639        721,443        755,802
   Impairment provision                 -              -         2,884,405
   General and
      Administrative                 261,483        260,699        265,786
                                   ---------      ---------      ---------
                                  $1,607,232     $2,167,609     $5,238,924
                                   ---------      ---------      ---------

NET INCOME (LOSS)                 $  860,196     $   23,717    ($2,240,634)
                                   =========      =========      =========
GENERAL PARTNER - NET
   INCOME                         $   59,101     $   29,041     $   32,514
                                   =========      =========      =========
LIMITED PARTNERS - NET
   INCOME (LOSS)                  $  801,095    ($    5,324)   ($2,273,148)
                                   =========      =========      =========

NET INCOME (LOSS)
  per Unit                        $     3.62    ($      .02)   ($    10.26)
                                   =========      =========      =========

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, 1999, 1998, and 1997


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

Balance, Dec. 31, 1996    $8,310,290    ($ 97,523)    $8,212,767
   Net income (loss)     ( 2,273,148)      32,514    ( 2,240,634)
   Cash distributions    ( 1,583,000)   (  81,418)   ( 1,664,418)
                           ---------      -------      ---------

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

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

Balance, Dec. 31, 1999    $3,575,913    ($154,318)    $3,421,595
                           =========      =======      =========






                     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, 1999, 1998, and 1997

                                        1999           1998          1997
                                    ------------   ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                 $860,196       $   23,717   ($2,240,634)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                    419,639          721,443       755,802
      Impairment provision               -                -        2,884,405
      (Gain) loss on sale of
        oil and gas properties      ( 139,094)     (    22,073)       14,411
      (Increase) decrease in
        accounts receivable -
        oil and gas sales           ( 144,898)         193,156       188,469
      (Increase) decrease in
        accounts receivable -
        other                           9,631             -      (     9,631)
      Decrease in
        deferred charge                22,870           45,296        35,060
      Decrease in
        accounts payable            (  56,034)     (    32,122)  (     2,353)
      Increase (decrease) in
        gas imbalance payable       (  68,549)           3,777        10,820
      Increase (decrease) in
        accrued liability           (  36,527)          12,460        16,589
                                      -------        ---------     ---------

   Net cash provided by
      operating activities           $867,234       $  945,654    $1,652,938
                                      -------        ---------     ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($ 69,027)      $     -      ($   34,952)
   Proceeds from sale of oil
      and gas properties              232,143           56,560        83,156
                                      -------        ---------     ---------

   Net cash provided
      by investing activities        $163,116       $   56,560    $   48,204
                                      -------        ---------     ---------



                                      F-35
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($543,198)     ($1,226,835)  ($1,664,418)
                                      -------        ---------     ---------
   Net cash used by
      financing activities          ($543,198)     ($1,226,835)  ($1,664,418)
                                      -------        ---------     ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $487,152      ($  224,621)   $   36,724

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             316,761          541,382       504,658
                                      -------        ---------     ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $803,913       $  316,761    $  541,382
                                      =======        =========     =========




                     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, 1999 and 1998, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1999,  in  conformity  with
accounting  principles  generally accepted in the United States. 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,  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 the opinion expressed above.





                               PricewaterhouseCoopers LLP











Tulsa, Oklahoma
February 22, 2000



                                      F-37
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           Balance Sheets
                     December 31, 1999 and 1998

                               ASSETS
                               ------
                                          1999           1998
                                      ------------   -------------
CURRENT ASSETS:
   Cash and cash equivalents           $  475,226     $  169,558
   Accounts receivable:
      Oil and gas sales                   259,524        163,801
      Other                                  -             6,369
                                        ---------      ---------
        Total current assets           $  734,750     $  339,728

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                       1,230,211      1,427,362

DEFERRED CHARGE                            36,477         50,380
                                        ---------      ---------
                                       $2,001,438     $1,817,470
                                        =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                    $   48,611     $   73,835
   Gas imbalance payable                    7,548         60,315
                                        ---------      ---------

      Total current liabilities        $   56,159     $  134,150

ACCRUED LIABILITY                      $   80,069     $  111,221

PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($   91,045)   ($   99,974)
   Limited Partners, issued and
      outstanding, 121,925 Units        1,956,255      1,672,073
                                        ---------      ---------
        Total Partners' capital        $1,865,210     $1,572,099
                                        ---------      ---------

                                       $2,001,438     $1,817,470
                                        =========      =========



                     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, 1999, 1998, and 1997

                                      1999           1998          1997
                                  ------------   ------------  ------------
REVENUES:
   Oil and gas sales               $1,439,700     $1,272,575    $1,845,264
   Interest income                      7,733         11,090        14,201
   Gain on sale of oil
      and gas properties              124,908         19,340         4,685
                                    ---------      ---------     ---------
                                   $1,572,341     $1,303,005    $1,864,150

COSTS AND EXPENSES:
   Lease operating                 $  529,060     $  660,066    $  755,242
   Production tax                      64,851         84,377        99,431
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                  206,953        400,340       425,649
   Impairment provision                  -           310,413     1,551,780
   General and
      Administrative                  144,031        143,465       146,341
                                    ---------      ---------     ---------
                                   $  944,895     $1,598,661    $2,978,443
                                    ---------      ---------     ---------

NET INCOME (LOSS)                  $  627,446    ($  295,656)  ($1,114,293)
                                    =========      =========     =========
GENERAL PARTNER - NET
   INCOME                          $   39,264     $   13,093    $   22,672
                                    =========      =========     =========
LIMITED PARTNERS - NET
   INCOME (LOSS)                   $  588,182    ($  308,749)  ($1,136,965)
                                    =========      =========     =========

NET INCOME (LOSS)
  per Unit                         $     4.82    ($     2.53)  ($     9.33)
                                    =========      =========     =========

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, 1999, 1998, and 1997


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

Balance, Dec. 31, 1996     $4,795,787     ($58,669)    $4,737,118
   Net income (loss)      ( 1,136,965)      22,672    ( 1,114,293)
   Cash distributions     (   951,000)    ( 49,611)   ( 1,000,611)
                            ---------       ------      ---------

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

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

Balance, Dec. 31, 1999     $1,956,255     ($91,045)    $1,865,210
                            =========       ======      =========





                     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, 1999, 1998, and 1997

                                        1999          1998           1997
                                    ------------    ----------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                 $627,446       ($295,656)   ($1,114,293)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                    206,953         400,340        425,649
      Impairment provision               -            310,413      1,551,780
      Gain on sale of oil and
       gas properties               ( 124,908)      (  19,340)   (     4,685)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales           (  95,723)        121,888        122,426
      (Increase) decrease in
        accounts receivable -
        General Partner                  -             13,140    (    13,140)
      (Increase) decrease in
        accounts receivable
        - other                         6,369           -        (     6,369)
      Decrease in
        deferred charge                13,903          25,026         27,369
      Increase (decrease) in
        accounts payable            (  25,224)      (  28,090)         2,385
      Increase (decrease) in
        gas imbalance payable       (  52,767)            708          5,388
      Increase (decrease) in
        accrued liability           (  31,152)         21,911          2,457
                                      -------         -------      ---------

   Net cash provided by
      operating activities           $524,897        $550,340     $  998,967
                                      -------         -------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($ 38,468)      ($ 11,316)   ($   28,338)
   Proceeds from sale of oil
      and gas properties              153,574          33,830         65,190
                                      -------         -------      ---------

   Net cash provided
      by investing activities        $115,106        $ 22,514     $   36,852
                                      -------         -------      ---------



                                      F-41
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($334,335)      ($754,459)   ($1,000,611)
                                      -------         -------      ---------
   Net cash used by
      financing activities          ($334,335)      ($754,459)   ($1,000,611)
                                      -------         -------      ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $305,668       ($181,605)    $   35,208

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             169,558         351,163        315,955
                                      -------         -------      ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $475,226        $169,558     $  351,163
                                      =======         =======      =========




                     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, 1999, 1998, and 1997

1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

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

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

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

      Pursuant to the terms of the partnership  agreements for the Partnerships,
the Partnerships  would have terminated or will terminate on the dates indicated
in the "Initial  Termination Date" column of the following chart.  However,  the
General  Partner may extend the term of each  Partnership for up to five periods
of two years each.  As of the date of these  financial  statements,  the General
Partner has extended the terms of the III-A,  III-B, and III-C  Partnerships for
the first two-year extension.  The General Partner has not determined whether it
intends to (i) further extend the terms of such  Partnerships or (ii) extend the
term  of any  other  Partnership.  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         1       November 22, 2001
    III-B      January 24, 2000          1       January 24, 2002
    III-C      February 28, 2000         1       February 28, 2002
    III-D      September 5, 2000         -       September 5, 2000
    III-E      December 26, 2000         -       December 26, 2000
    III-F      March 7, 2001             -       March 7, 2001
    III-G      September 20, 2001        -       September 20, 2001


      An affiliate of the General  Partner owned the following Units at December
31, 1999:

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

              III-A            38,584              14.6%
              III-B            22,998              16.6%
              III-C            41,472              17.0%
              III-D            25,988              19.8%
              III-E            81,044              19.4%
              III-F            43,903              19.8%
              III-G            22,582              18.5%

      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 the obtaining of  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, pay-
   ment for organization
   and offering costs
   and management fee         1%         99%        -         -
Property acquisition
   costs                      1%         99%        1%       99%
Identified development
   drilling                   1%         99%        1%       99%
Development drilling(2)       5%         95%       15%       85%
General and administra-
   tive costs, direct
   administrative costs
   and operating costs(2)     5%         95%       15%       85%

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

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

      The III-B  Partnership  achieved  payout during the first quarter of 1998.
Beginning with the first quarter of 1998,  operations for the III-B  Partnership
were  allocated  using the 15%/85%  after  payout  percentages  as  described in
Footnote 2 to the table above.




                                      F-45
<PAGE>




      Cash and Cash Equivalents

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

      Credit Risks

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

      Oil and Gas Properties

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

      Depletion of the costs of producing oil and gas  properties,  amortization
of related  intangible  drilling and  development  costs,  and  depreciation  of
tangible  lease  and well  equipment  are  computed  on the  units-of-production
method.   The  Partnerships'   calculation  of  depreciation,   depletion,   and
amortization  includes  estimated  dismantlement  and abandonment  costs, net of
estimated salvage values.  The depreciation,  depletion,  and amortization rates
per equivalent  barrel of oil produced during the years ended December 31, 1999,
1998, and 1997 were as follows:

           Partnership    1999      1998       1997
           -----------    -----     -----      -----

              III-A       $2.82     $3.15      $3.42
              III-B        2.71      2.86       3.60
              III-C        2.59      3.44       2.92



                                      F-46
<PAGE>



              III-D        1.48      3.20       2.05
              III-E         .93      3.59       2.00
              III-F        2.36      3.89       3.51
              III-G        1.91      3.68       3.25


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

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their proved oil and gas properties at the field level. If the unamortized costs
of oil and gas properties within a field exceed the expected undiscounted future
cash flows from such  properties,  the cost of the properties is written down to
fair value,  which is determined by using the discounted  future cash flows from
the  properties.  During 1999,  1998,and  1997,  the  Partnerships  recorded the
following non-cash charges against earnings (impairment provisions):

           Partnership       1999          1998          1997
           -----------    ----------    ----------    ----------

              III-A       $  -          $     -       $  184,644
              III-B          -                -           77,653
              III-C          -                -          234,271
              III-D          -             506,636       485,820
              III-E          -           3,503,400     2,042,775
              III-F          -                -        2,078,019
              III-G          -             310,413     1,113,114

The risk that the  Partnerships  will be required to record  similar  impairment
provisions in the future increases as oil and gas prices decrease.

      In  addition,   during  1997  the  General  Partner  determined  that  the
Partnerships' unproved properties would be uneconomic to develop and, therefore,
of little or no value.  This  determination  was based on an  evaluation  by the
General  Partner that it was unlikely that these  unproved  properties  would be
developed  due to low oil and  gas  prices  and  provisions  in the  Partnership
Agreements which limit the level of permissible  drilling activity.  As a result
of this  determination,  the Partnership  recorded the following noncash charges
against  earnings at March 31, 1997 in order to reflect the  writing-off  of the
Partnerships' unproved properties:



                                      F-47
<PAGE>




                     Partnerships     Amount
                     -----------    ----------

                       III-A        $1,432,362
                       III-B           660,469
                       III-C         1,462,146
                       III-D           446,423
                       III-E           850,663
                       III-F           806,386
                       III-G           438,666


      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, 1999 and 1998,  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:

                           1999                    1998
                     ------------------     ------------------
      Partnership      Mcf      Amount        Mcf      Amount
      -----------    -------   --------     -------   --------

         III-A       399,160   $279,651     435,225   $266,532
         III-B       232,141    229,634     247,738    193,310
         III-C       392,263    197,269     161,424     70,849
         III-D        61,509     52,412      11,977      9,462
         III-E        66,740    117,235      78,791    127,657
         III-F        49,522     56,227      63,675     79,097
         III-G        27,352     36,477      34,495     50,380


      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, 1999 and 1998,  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:



                                      F-48
<PAGE>




                            1999                  1998
                     ------------------     ------------------
   Partnership         Mcf      Amount        Mcf      Amount
   -----------       -------   --------     -------   --------

      III-A           71,441   $ 50,052     125,481   $ 76,845
      III-B           33,823     33,458      53,103     41,436
      III-C          310,989    156,396     345,570    151,671
      III-D          212,633    181,185     231,188    182,639
      III-E          302,096    530,662     184,228    298,486
      III-F          119,084    135,208     138,251    171,735
      III-G           60,040     80,069      76,153    111,221


      Oil and Gas Sales and Gas Imbalance Payable

      The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships'  wells under short-term purchase
contracts  at  prevailing  prices  in  accordance  with  arrangements  which are
customary  in  the  oil  and  gas  industry.  Sales  of  gas  applicable  to the
Partnerships'  interest in producing  oil and gas leases are recorded as revenue
when  the gas is  metered  and  title  transferred  pursuant  to the  gas  sales
contracts covering the Partnerships' interest in gas reserves. During such times
as a  Partnership's  sales of gas exceed its pro rata ownership in a well,  such
sales are recorded as revenue unless total sales from the well have exceeded the
Partnership's share of estimated total gas reserves underlying the property,  at
which time such  excess is recorded  as a  liability.  The rates per Mcf used to
calculate  this  liability are based on the average gas prices  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,  1999 and 1998 total sales  exceeded  the  Partnerships'  share of
estimated total gas reserves as follows:

                           1999                    1998
                     ------------------     ------------------
   Partnership         Mcf      Amount        Mcf      Amount
   -----------       -------   --------     -------   --------

      III-A          21,106    $31,659       20,602   $ 30,903
      III-B          11,011     16,517       12,281     18,422
      III-C          29,818     44,727       16,986     25,479
      III-D           1,574      2,361        2,969      4,454
      III-E          23,268     34,902      119,012    178,518
      III-F          36,728     55,092       82,427    123,641
      III-G           5,032      7,548       40,210     60,315


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



                                      F-49
<PAGE>



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.


      General and Administrative Overhead

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


      Use of Estimates in Financial Statements

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


      Income Taxes

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


2.    TRANSACTIONS WITH RELATED PARTIES

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



                                      F-50
<PAGE>



administrative  overhead costs for the years ended December 31, 1999,  1998, and
1997:

           Partnership      1999         1998         1997
           -----------    --------     --------     --------

              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.


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
1999, 1998, and 1997:

   Partnership           Purchaser              Percentage
   -----------   ------------------------   ----------------------
                                            1999     1998     1997
                                            -----    -----    -----

      III-A      Valero Industrial Gas
                   L.P. ("Valero")          27.2%    30.8%    14.4%
                 El Paso Energy Marketing
                   Company ("El Paso")      26.7%    33.9%    47.2%
                 Phibro Energy, Inc.
                   ("Phibro")               22.8%    17.0%      - %

      III-B      Phibro                     25.4%    18.7%    12.7%
                 Valero                     21.4%    23.9%    11.4%
                 El Paso                    20.2%    26.7%    37.9%
                 Sun Refining & Marketing
                   Company                  17.0%    14.4%    13.1%

      III-C      El Paso                    59.0%    55.5%    49.8%

      III-D      El Paso                    58.5%    54.9%    45.6%
                 Eaglwing Trading, Inc.
                   ("Eaglwing")             15.8%    15.3%    18.3%




                                      F-51
<PAGE>



      III-E      Eaglwing                   35.4%    30.1%    33.3%
                 El Paso                    12.1%    12.6%    12.4%

      III-F      El Paso                    28.2%    28.3%    28.5%
                 Amoco Production Co.       10.6%      - %      - %

      III-G      El Paso                    23.7%    24.5%    23.9%
                 Amoco Production Co.       11.5%      - %      - %

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


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, 1999 and 1998 were as follows:

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

                                          1999           1998
                                      -------------  -------------

   Proved properties                   $15,787,198    $15,792,267

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                  ( 13,978,347)  ( 13,569,594)
                                        ----------     ----------
        Net oil and gas
           Properties                  $ 1,808,851    $ 2,222,673
                                        ==========     ==========



                                      F-52
<PAGE>




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

                                          1999           1998
                                      -------------  -------------
   Proved properties                   $ 9,328,173    $ 9,325,381

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                  (  8,309,648)  (  8,083,001)
                                        ----------     ----------
        Net oil and gas
           Properties                  $ 1,018,525    $ 1,242,380
                                        ==========     ==========


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

                                          1999           1998
                                      -------------  -------------
   Proved properties                   $19,173,840    $19,181,561

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                  ( 16,850,494)  ( 16,401,716)
                                        ----------     ----------

        Net oil and gas
           Properties                  $ 2,323,346    $ 2,779,845
                                        ==========     ==========

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

                                          1999           1998
                                      -------------  -------------
   Proved properties                   $12,080,692    $12,039,032

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                  ( 11,032,798)  ( 10,802,150)
                                        ----------     ----------

        Net oil and gas
           Properties                  $ 1,047,894    $ 1,236,882
                                        ==========     ==========



                                      F-53
<PAGE>




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

                                          1999           1998
                                      -------------  -------------
   Proved properties                   $34,158,149    $34,096,393

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                  ( 31,381,247)  ( 30,905,913)
                                        ----------     ----------

        Net oil and gas
           Properties                  $ 2,776,902    $ 3,190,480
                                        ==========     ==========

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

                                          1999           1998
                                      -------------  -------------
   Proved properties                   $15,578,299    $16,559,050

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                  ( 13,173,225)  ( 13,710,315)
                                        ----------     ----------

        Net oil and gas
           Properties                  $ 2,405,074    $ 2,848,735
                                        ==========     ==========

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

                                          1999           1998
                                      -------------  -------------
   Proved properties                   $ 8,905,525    $ 9,515,195

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                  (  7,675,314)  (  8,087,833)
                                        ----------     ----------

        Net oil and gas
           Properties                  $ 1,230,211    $ 1,427,362
                                        ==========     ==========



                                      F-54
<PAGE>




      Costs Incurred

      The III-A and III-B Partnerships incurred acquisition costs of $35,246 and
$23,248,  respectively,  during the year ended  December 31, 1997 for additional
acreage  underlying  the Lebleu No. 4 well. The  Partnerships  incurred no other
costs in  connection  with oil and gas  acquisition  or  exploration  activities
during the years ended December 31, 1999,  1998, and 1997. Costs incurred by the
Partnerships in connection with oil and gas property development  activities for
the years ended December 31, 1999, 1998, and 1997 were as follows:

           Partnership      1999        1998       1997
           -----------    --------    --------   --------

              III-A       $ 8,919     $ 55,973   $ 40,203
              III-B         2,915       11,667     20,491
              III-C        44,522      123,095    104,670
              III-D        41,676       64,034        579
              III-E        79,519        2,926     65,616
              III-F        69,027         -        34,952
              III-G        38,468       11,316     28,338

      Quantities of Proved Oil and Gas Reserves - Unaudited

      The  following  tables   summarize   changes  in  net  quantities  of  the
Partnerships'  proved  reserves,  all of which are located in the United States,
for the periods  indicated.  The proved reserves at December 31, 1999, 1998, and
1997 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  caused the gas volumes to
differ from the reserve reports  prepared by the General Partner and reviewed by
Ryder Scott.




                                      F-55
<PAGE>




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

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

Proved reserves, Dec. 31, 1996             153,899     6,182,269
   Production                             ( 40,468)   (1,031,152)
   Sale of minerals in place              (  4,695)   (  661,004)
   Extensions and discoveries                    6           915
   Revision of previous
      estimates                              4,121       740,812
                                           -------     ---------

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

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

Proved reserves, Dec. 31, 1999             122,055     4,123,320
                                           =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 1997                       101,190     5,027,338
                                           =======     =========
   December 31, 1998                        86,204     4,604,490
                                           =======     =========
   December 31, 1999                       116,761     4,061,061
                                           =======     =========




                                      F-56
<PAGE>




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

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

Proved reserves, Dec. 31, 1996             120,963     2,967,902
   Production                             ( 37,216)   (  518,891)
   Sale of minerals in place              (  2,009)   (  285,841)
   Revision of previous
      estimates                             11,805       370,683
                                           -------     ---------

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

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

Proved reserves, Dec. 31, 1999             122,819     1,910,965
                                           =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 1997                        89,784     2,462,219
                                           =======     =========
   December 31, 1998                        87,403     2,105,919
                                           =======     =========
   December 31, 1999                       119,351     1,872,029
                                           =======     =========




                                      F-57
<PAGE>




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

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

Proved reserves, Dec. 31, 1996             162,487     7,719,803
   Production                             ( 27,069)   (1,124,237)
   Sale of minerals in place              (  4,753)   (  197,339)
   Extensions and discoveries                  447          -
   Revision of previous
      estimates                             22,200       781,366
                                           -------     ---------

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

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

Proved reserves, Dec. 31, 1999             148,848     5,373,263
                                           =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 1997                       153,112     7,157,512
                                           =======     =========
   December 31, 1998                       134,527     5,754,200
                                           =======     =========
   December 31, 1999                       148,826     5,371,134
                                           =======     =========




                                      F-58
<PAGE>




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

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

Proved reserves, Dec. 31, 1996             430,630     3,769,546
   Production                             ( 40,758)   (  708,262)
   Sale of minerals in place              (    396)   (   18,762)
   Extensions and discoveries                   94         1,797
   Revision of previous
      estimates                             88,825       760,231
                                           -------     ---------

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

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

Proved reserves, Dec. 31, 1999             376,088     2,799,943
                                           =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 1997                       478,386     3,803,645
                                           =======     =========
   December 31, 1998                       125,866     2,838,890
                                           =======     =========
   December 31, 1999                       376,088     2,799,943
                                           =======     =========




                                      F-59
<PAGE>




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

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

Proved reserves, Dec. 31, 1996             2,617,639    9,775,737
   Production                             (  235,152) ( 2,189,619)
   Sale of minerals in place              (    2,156) (   245,398)
   Extensions and discoveries                   -          11,997
   Revision of previous
      estimates                              631,209    2,780,432
                                           ---------   ----------

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

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

Proved reserves, Dec. 31, 1999             2,344,025    8,080,765
                                           =========   ==========

PROVED DEVELOPED RESERVES:
   December 31, 1997                       3,011,540   10,133,149
                                           =========   ==========
   December 31, 1998                         601,310    8,016,475
                                           =========   ==========
   December 31, 1999                       2,344,025    8,080,765
                                           =========   ==========





                                      F-60
<PAGE>



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

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

Proved reserves, Dec. 31, 1996             491,313     5,666,732
   Production                             ( 65,787)   (  898,447)
   Sale of minerals in place              (  5,981)   (  169,022)
   Extensions and discoveries               10,573        99,305
   Revision of previous
      estimates                           ( 30,372)      905,241
                                           -------     ---------

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

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

Proved reserves, Dec. 31, 1999             389,809     4,164,530
                                           =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 1997                       399,746     5,603,809
                                           =======     =========
   December 31, 1998                       231,882     4,726,953
                                           =======     =========
   December 31, 1999                       389,809     4,164,530
                                           =======     =========




                                      F-61
<PAGE>




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


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

Proved reserves, Dec. 31, 1996             369,589     3,037,326
   Production                             ( 47,493)   (  500,966)
   Sale of minerals in place              (  6,363)   (   92,435)
   Extensions and discoveries                7,164        66,081
   Revision of previous
      estimates                           ( 19,969)      486,311
                                           -------     ---------

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

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

Proved reserves, Dec. 31, 1999             292,988     2,268,783
                                           =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 1997                       302,928     2,996,317
                                           =======     =========
   December 31, 1998                       171,790     2,525,720
                                           =======     =========
   December 31, 1999                       292,988     2,268,783
                                           =======     =========


      Standardized  Measure of  Discounted  Future Net Cash Flows of Proved Oil
      and Gas Reserves - Unaudited

      The following tables set forth each of the Partnerships'  estimated future
net cash flows as of December  31, 1999  relating to proved oil and gas reserves
based on the standardized measure as prescribed in SFAS No. 69:




                                      F-62
<PAGE>




                                           Partnership
                                    -----------------------------
                                        III-A            III-B
                                    -------------    -------------
      Future cash inflows            $12,455,503      $ 7,256,479
      Future production and
        development costs           (  3,591,651)    (  2,155,434)
                                      ----------       ----------

           Future net cash
             flows                   $ 8,863,852      $ 5,101,045

      10% discount to
        reflect timing of
        cash flows                  (  2,727,099)    (  1,471,542)
                                      ----------       ----------

      Standardized measure
        of discounted
        future net cash
        flows                        $ 6,136,753      $ 3,629,503
                                      ==========       ==========


                                           Partnership
                                    -----------------------------
                                        III-C            III-D
                                    -------------    -------------
      Future cash inflows            $15,089,799      $14,986,364
      Future production and
        development costs           (  5,035,345)    (  7,339,663)
                                      ----------       ----------

           Future net cash
             flows                   $10,054,454      $ 7,646,701

      10% discount to
        reflect timing of
        cash flows                  (  3,404,478)    (  2,494,162)
                                      ----------       ----------

      Standardized measure
        of discounted
        future net cash
        flows                        $ 6,649,976      $ 5,152,539
                                      ==========       ==========




                                      F-63
<PAGE>




                                             Partnership
                                    -----------------------------
                                        III-E            III-F
                                    -------------    -------------
      Future cash inflows            $75,548,554      $18,276,416
      Future production and
        development costs           ( 41,796,852)    (  7,920,270)
                                      ----------       ----------

           Future net cash
             flows                   $33,751,702      $10,356,146

      10% discount to
        reflect timing of
        cash flows                  ( 13,075,980)    (  3,784,411)
                                      ----------       ----------

      Standardized measure
        of discounted
        future net cash
        flows                        $20,675,722      $ 6,571,735
                                      ==========       ==========


                                     Partnership
                                    -------------
                                        III-G
                                    -------------
      Future cash inflows            $11,819,226
      Future production and
        development costs           (  5,288,633)
                                      ----------

           Future net cash
             flows                   $ 6,530,593

      10% discount to
        reflect timing of
        cash flows                  (  2,456,134)
                                      ----------

      Standardized measure
        of discounted
        future net cash
        flows                        $ 4,074,459
                                      ==========


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



                                      F-64
<PAGE>



viability of production under varying economic conditions;  consequently,  it is
reasonably  possible that material  revisions to existing reserve  estimates may
occur in the near  future.  Although  every  reasonable  effort has been made to
ensure that the reserve  estimates  reported herein  represent the most accurate
assessment  possible,  the significance of the subjective decisions required and
variances  in  available  data  for  various  reservoirs  make  these  estimates
generally  less  precise  than other  estimates  presented  in  connection  with
financial statement  disclosures.  The Partnerships' reserves were determined at
December  31,  1999  using oil and gas prices of $22.75 per barrel and $2.24 per
Mcf, respectively.





                                      F-65
<PAGE>



                          INDEX TO EXHIBITS
                          -----------------



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

*4.1       Agreement  of  Limited  Partnership  dated  November  17,  1989  for
           Geodyne Energy Income Limited Partnership III-A.

*4.2       Agreement of Limited  Partnership dated January 24, 1990 for Geodyne
           Energy Income Limited Partnership III-B.

*4.3       Agreement  of  Limited  Partnership  dated  February  26,  1990  for
           Geodyne Energy Income Limited Partnership III-C.

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

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

                   III-D       November 14, 1990    0-18936
                   III-E       January 22, 1991     0-19010
                   III-F       March 25, 1991       0-19102
                   III-G       September 30, 1991   0-19563

*4.5       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.
*4.6       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.
*4.7       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.

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

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



                                      F-66
<PAGE>




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

 4.11      Second Amendment to Agreement of Limited  Partnership dated August 4,
           1993 for Geodyne Energy Income Limited  Partnership  III-D,  filed as
           Exhibit 4.4 to  Registrant's  Current Report on Form 8-K dated August
           2,  1993  filed  with  the  SEC on  August  10,  1993  and is  hereby
           incorporated by reference.

 4.12      Second Amendment to Agreement of Limited  Partnership dated August 4,
           1993 for Geodyne Energy Income Limited  Partnership  III-E,  filed as
           Exhibit 4.5 to  Registrant's  Current Report on Form 8-K dated August
           2,  1993  filed  with  the  SEC on  August  10,  1993  and is  hereby
           incorporated by reference.

 4.13      Second Amendment to Agreement of Limited  Partnership dated August 4,
           1993 for Geodyne Energy Income Limited  Partnership  III-F,  filed as
           Exhibit 4.6 to  Registrant's  Current Report on Form 8-K dated August
           2,  1993  filed  with  the  SEC on  August  10,  1993  and is  hereby
           incorporated by reference.

 4.14      Second Amendment to Agreement of Limited  Partnership dated August 4,
           1993 for Geodyne Energy Income Limited  Partnership  III-G,  filed as
           Exhibit 4.7 to  Registrant's  Current Report on Form 8-K dated August
           2,  1993  filed  with  the  SEC on  August  10,  1993  and is  hereby
           incorporated by reference.

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

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

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

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



                                      F-67
<PAGE>




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

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

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

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

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

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

*4.25      Fifth Amendment to Agreement of Limited  Partnership  dated November
           15, 1999 for Geodyne Energy Income Limited Partnership III-A.

*4.26      Fifth Amendment to Agreement of Limited  Partnership  dated December
           30, 1999 for Geodyne Energy Income Limited Partnership III-B.

*4.27      Fifth Amendment to Agreement of Limited  Partnership  dated December
           30, 1999 for Geodyne Energy Income Limited Partnership III-C.

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

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

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



                                      F-68
<PAGE>




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

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

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

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

*27.1      Financial  Data Schedule  containing  summary  financial  information
           extracted from the Geodyne Energy Income Limited  Partnership III-A's
           financial  statements  as of December 31, 1999 and for the year ended
           December 31, 1999.

*27.2      Financial  Data Schedule  containing  summary  financial  information
           extracted from the Geodyne Energy Income Limited  Partnership III-B's
           financial  statements  as of December 31, 1999 and for the year ended
           December 31, 1999.

*27.3      Financial  Data Schedule  containing  summary  financial  information
           extracted from the Geodyne Energy Income Limited  Partnership III-C's
           financial  statements  as of December 31, 1999 and for the year ended
           December 31, 1999.

*27.4      Financial  Data Schedule  containing  summary  financial  information
           extracted from the Geodyne Energy Income Limited  Partnership III-D's
           financial  statements  as of December 31, 1999 and for the year ended
           December 31, 1999.

*27.5      Financial  Data Schedule  containing  summary  financial  information
           extracted from the Geodyne Energy Income Limited  Partnership III-E's
           financial  statements  as of December 31, 1999 and for the year ended
           December 31, 1999.

*27.6      Financial  Data Schedule  containing  summary  financial  information
           extracted from the Geodyne Energy Income Limited  Partnership III-F's
           financial  statements  as of December 31, 1999 and for the year ended
           December 31, 1999.

*27.7      Financial  Data Schedule  containing  summary  financial  information
           extracted from the Geodyne Energy Income Limited  Partnership III-G's
           financial  statements  as of December 31, 1999 and for the year ended
           December 31, 1999.



                                      F-69
<PAGE>




           All other Exhibits are omitted as inapplicable.

      ----------

      * Filed herewith.


                                      F-70