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, 1997

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
                                             -----     -----

      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


<PAGE>



                                 FORM 10-K405
                               TABLE OF CONTENTS



PART I.......................................................................1
      ITEM 1.     BUSINESS...................................................1
      ITEM 2.     PROPERTIES.................................................7
      ITEM 3.     LEGAL PROCEEDINGS.........................................21
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......24

PART II.....................................................................24
      ITEM 5.     MARKET  FOR  UNITS  AND  RELATED   LIMITED  PARTNER
                  MATTERS...................................................24
      ITEM 6.     SELECTED FINANCIAL DATA...................................27
      ITEM 7.     MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................34
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............59
      ITEM 9.     CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................59

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

PART IV.....................................................................73
      ITEM 14.    EXHIBITS,   FINANCIAL  STATEMENT   SCHEDULES,   AND
                  REPORTS ON FORM 8-K.......................................73

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



<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 21, 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 29 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, the "Samson Companies"), 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, 1997, the
Samson  Companies  owned  interests  in  approximately  13,000 oil and gas wells
located  in 19  states  of the  United  States  and  the  countries  of  Canada,
Venezuela,  and Russia.  At December 31,  1997,  the Samson  Companies  operated
approximately  2,500 oil and gas wells located in 15 states of the United States
as well as Canada, Venezuela, and Russia.



                                       1
<PAGE>



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

      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, 1998, the Samson Companies  employed
approximately  820 persons.  No employees are covered by  collective  bargaining
agreements,  and management  believes that the Samson Companies  provide 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 (800) 283-1791.

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the "Partnership  Agreements") the Partnerships will terminate on the following
dates:

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

However, the Partnership  Agreements provide that the General Partner may extend
the term of each Partnership for up to five periods of two years each. As of the
date of this  Annual  Report on Form  10-K405  ("Annual  Report"),  the  General
Partner has not determined whether to extend the term of any Partnership.


      Funding

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





                                       2
<PAGE>



      Principal Products Produced and Services Rendered

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


      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 very
difficult.  Concerning  past trends,  average yearly  wellhead gas prices in the
United States have been volatile for a number of years.  For the past ten years,
such  average  prices have  generally  been in the $1.40 to $2.40 per Mcf range,
significantly  below prices  received in the early 1980s.  Average gas prices in
the latter part of 1996 and parts of 1997,  however,  were somewhat  higher than
those yearly averages. Gas prices are currently in the higher end of the 10-year
average price range described above.

      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 decreased from  approximately
$3.57 per Mcf at December  31, 1996 to  approximately  $2.32 per Mcf at December
31, 1997. Such prices were on an MMBTU basis and differ from the prices actually


                                       3
<PAGE>



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.  Due to global  consumption and supply trends
over the last several  months as well as  expectations  of at least a short-term
slowdown in Asian energy  demand,  oil prices have  recently  been in the mid to
lower  portions of this  pricing  range,  and in early 1998 dropped to as low as
approximately  $13.75  per  barrel.  It is not known  whether  this  trend  will
continue.  Prices for the Partnerships' oil decreased from approximately  $23.75
per barrel at December 31, 1996 to  approximately  $16.25 per barrel at December
31, 1997.

      Future prices for both oil and gas will likely be different  from (and may
be lower  than) the prices in effect on  December  31,  1997.  Primarily  due to
heating  season  demand,  year-end  prices in many past years have  tended to be
higher, and in some cases  significantly  higher,  than the yearly average price
actually  received  by  the  Partnerships  for  at  least  the  following  year.
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, 1997:



                                       4
<PAGE>



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

         III-A          El Paso Energy Marketing
                          Company ("El Paso")                  47.2%
                        Valero Industrial Gas L.P.
                          ("Valero")                           14.4%

         III-B          El Paso                                37.9%
                        Sun Refining & Marketing
                          Company                              13.1%
                        Phibro Energy, Inc.                    12.7%
                        Valero                                 11.4%

         III-C          El Paso                                49.8%

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

         III-E          Eaglwing                               33.3%
                        El Paso                                12.4%

         III-F          El Paso                                28.5%

         III-G          El Paso                                23.9%


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

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


      Oil, Gas, and Environmental Control Regulations

      Regulation  of Production  Operations -- The  production of oil and gas is
subject to  extensive  federal and state laws and  regulations  governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates



                                       5
<PAGE>



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 occurrence of an event which is
not fully  covered by  insurance  could have a  material  adverse  effect on the
Partnerships' financial position and results of operations.




                                       6
<PAGE>




ITEM 2.  PROPERTIES

      Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 1997.

                              Well Statistics(1)
                            As of December 31, 1997

            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        209      103    105      1       11.35     2.94    8.38     .03
III-B        155       71     83      1        7.58     3.17    4.40     .01
III-C        189       71    116      2       21.75    12.12    9.45     .18
III-D        204      138     63      3       14.57     8.48    5.91     .18
III-E        263      117    143      3       48.60    22.97   25.32     .31
III-F        626      487    138      1       27.07    15.21   11.82     .04
III-G      2,198    1,761    436      1       18.15    11.36    6.77     .02

----------
(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

      The  following   Partnerships   participated  in  developmental   drilling
activities during 1997:
                                                                    Working
P/ship           Name                 Location           Type       Interest
------      ---------------        ---------------       ----       --------
III-A       Schwarz No. 8          Webb County, TX       Dry          9.99%
III-B       Schwarz No. 8          Webb County, TX       Dry          4.65%
III-C       Schwarz No. 8          Webb County, TX       Dry          1.94%
III-G       Goldsmith Adobe        Ector, TX             Oil           .01%
              Unit
III-G       Plains Unit            Yoakum, TX            Oil           .04%



                                       7
<PAGE>




The III-D, III-E, and III-F Partnerships  participated in no drilling activities
during 1997.

      Oil and Gas Production, Revenue, and Price History

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




                                       8
<PAGE>



                              Net Production Data

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

                                         Year Ended December 31,
                                    -----------------------------------
                                       1997           1996       1995
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           40,468         46,923      58,590
   Gas (Mcf)                         1,031,152      1,268,943   1,798,692
Oil and gas sales:
   Oil                              $  796,356     $  975,701  $1,026,724
   Gas                               2,532,278      2,658,303   2,620,883
                                     ---------      ---------   ---------
      Total                         $3,328,634     $3,634,004  $3,647,607
                                     =========      =========   =========
Total direct operating
  expenses                          $  719,090     $  899,073  $1,129,096
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         21.6%          24.7%       31.0%

Average sales price:
   Per barrel of oil                    $19.68         $20.79      $17.52
   Per Mcf of gas                         2.46           2.09        1.46

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 3.39         $ 3.48      $ 3.15




                                       9
<PAGE>



                              Net Production Data

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

                                        Year Ended December 31,
                                    -----------------------------------
                                       1997           1996     1995
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           37,216         37,849      42,818
   Gas (Mcf)                           518,891        642,152     900,882
Oil and gas sales:
   Oil                              $  735,310     $  794,186  $  752,820
   Gas                               1,236,812      1,319,321   1,310,287
                                     ---------      ---------   ---------
      Total                         $1,972,122     $2,113,507  $2,063,107
                                     =========      =========   =========
Total direct operating
   expenses                         $  419,217     $  497,491  $  617,474
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         21.3%          23.5%       29.9%

Average sales price:
   Per barrel of oil                    $19.76         $20.98      $17.58
   Per Mcf of gas                         2.38           2.05        1.45

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 3.39         $ 3.43      $ 3.20





                                       10
<PAGE>



                              Net Production Data

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

                                        Year Ended December 31,
                                    -------------------------------------
                                       1997           1996        1995
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           27,069         27,429      26,926
   Gas (Mcf)                         1,124,237      1,351,525   1,662,411
Oil and gas sales:
   Oil                              $  534,386     $  567,261  $  466,779
   Gas                               2,537,465      2,692,354   2,293,709
                                     ---------      ---------   ---------
      Total                         $3,071,851     $3,259,615  $2,760,488
                                     =========      =========   =========
Total direct operating
   expenses                         $  749,102     $  781,115  $  819,583
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         24.4%          24.0%       29.7%

Average sales price:
   Per barrel of oil                    $19.74         $20.68      $17.34
   Per Mcf of gas                         2.26           1.99        1.38

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 3.49         $ 3.09      $ 2.70





                                       11
<PAGE>



                              Net Production Data

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

                                           Year Ended December 31,
                                    -------------------------------------
                                       1997           1996        1995
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           40,758         41,351      42,166
   Gas (Mcf)                           708,262        760,593   1,000,561
Oil and gas sales:
   Oil                              $  778,978     $  832,109  $  699,885
   Gas                               1,556,567      1,504,599   1,387,597
                                     ---------      ---------   ---------
      Total                         $2,335,545     $2,336,708  $2,087,482
                                     =========      =========   =========
Total direct operating
   expenses                         $  867,060     $  928,670  $  743,746
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         37.1%          39.7%       35.6%

Average sales price:
   Per barrel of oil                    $19.11         $20.12      $16.60
   Per Mcf of gas                         2.20           1.98        1.39

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 5.46         $ 5.52      $ 3.56





                                       12
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    -------------------------------------
                                       1997           1996        1995
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                          235,152        229,226     256,992
   Gas (Mcf)                         2,189,619      2,152,599   3,030,077
Oil and gas sales:
   Oil                              $4,460,740     $4,572,097  $4,235,397
   Gas                               4,581,069      4,458,018   4,440,650
                                     ---------      ---------   ---------
      Total                         $9,041,809     $9,030,115  $8,676,047
                                     =========      =========   =========
Total direct operating
  expenses                          $4,513,216     $4,418,264  $4,755,568
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         49.9%          48.9%       54.8%

Average sales price:
   Per barrel of oil                    $18.97         $19.95      $16.48
   Per Mcf of gas                         2.09           2.07        1.47

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 7.52         $ 7.51      $ 6.24





                                       13
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    -------------------------------------
                                       1997           1996        1995
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           65,787         74,064      78,456
   Gas (Mcf)                           898,447        924,827   1,107,951
Oil and gas sales:
   Oil                              $1,240,058     $1,494,695  $1,291,617
   Gas                               1,751,392      1,600,043   1,406,199
                                     ---------      ---------   ---------
      Total                         $2,991,450     $3,094,738  $2,697,816
                                     =========      =========   =========
Total direct operating
   expenses                         $1,332,931     $1,237,607  $1,472,070
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         44.6%          40.0%       54.6%

Average sales price:
   Per barrel of oil                    $18.85         $20.18      $16.46
   Per Mcf of gas                         1.95           1.73        1.27

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 6.18         $ 5.42      $ 5.59





                                       14
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    -------------------------------------
                                       1997           1996        1995
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           47,493         54,083      56,567
   Gas (Mcf)                           500,966        499,884     596,184
Oil and gas sales:
   Oil                              $  897,536     $1,091,687  $  932,457
   Gas                                 947,728        870,868     762,390
                                     ---------      ---------   ---------
      Total                         $1,845,264     $1,962,555  $1,694,847
                                     =========      =========   =========
Total direct operating
   expenses                         $  854,673     $  804,410  $  937,989
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         46.3%          41.0%       55.3%

Average sales price:
   Per barrel of oil                    $18.90         $20.19      $16.48
   Per Mcf of gas                         1.89           1.74        1.28

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 6.52         $ 5.85      $ 6.02


      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,  1997.  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  Petroleum   Engineers  ("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


                                       15
<PAGE>



future  development  costs,  discounted  at 10% per  annum.  Net  present  value
attributable to the Partnerships' proved reserves was calculated on the basis of
current  costs and prices at December 31, 1997.  Such prices were not  escalated
except in  certain  circumstances  where  escalations  were  fixed  and  readily
determinable in accordance with applicable contract provisions.  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, 1997. Year-end prices have generally been higher than
prices  during the rest of the year.  There can be no assurance  that the prices
used in calculating the net present value of the  Partnerships'  proved reserves
at December 31, 1997 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, 1997(1)

III-A Partnership:
-----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  5,231,840
      Oil and liquids (Bbls)                                       112,863

   Net present value (discounted at
      10% per annum)                                           $ 7,515,082





                                       16
<PAGE>



III-B Partnership:
-----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,533,853
      Oil and liquids (Bbls)                                        93,543

   Net present value (discounted at
      10% per annum)                                           $ 3,944,494


III-C Partnership:
-----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  7,179,593
      Oil and liquids (Bbls)                                       153,312

   Net present value (discounted at
      10% per annum)                                           $ 8,080,660


III-D Partnership:
-----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,804,550
      Oil and liquids (Bbls)                                       478,395

   Net present value (discounted at
      10% per annum)                                           $ 5,140,532


III-E Partnership:
-----------------
   Estimated proved reserves:
      Gas (Mcf)                                                 10,133,149
      Oil and liquids (Bbls)                                     3,011,540

   Net present value (discounted at
      10% per annum)                                           $18,082,732


III-F Partnership:
-----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  5,603,809
      Oil and liquids (Bbls)                                       399,746

   Net present value (discounted at
      10% per annum)                                           $ 7,081,731





                                       17
<PAGE>



III-G Partnership:
-----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,996,317
      Oil and liquids (Bbls)                                       302,928

   Net present value (discounted at
      10% per annum)                                           $ 4,174,021

----------

(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 reserves  information 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.



                                       18
<PAGE>
<TABLE>
<CAPTION>



                                                 Significant Properties
                                                 ----------------------

                                                                   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:
     Anadarko              56      2.54        9           65       9      14%      14,170    1,514,981    $1,907,001
     Arkla                 40      1.23        -           40       -       -%      10,721      772,846     1,282,485
     Gulf Coast            52      3.69       23           75      14      19%      79,341    2,359,512     3,777,051

III-B Partnership:
     Gulf Coast            47      1.91       23           70       9      13%      50,059    1,232,306    $  944,349
     Anadarko              39      3.11        4           43       3       7%      33,348      581,492       925,814
     Arkla                 40       .67        -           40       -       -%       5,561      403,496       670,904

III-C Partnership:
     Anadarko              56      6.49       77          133      33      25%      42,593    3,485,641    $3,903,830
     Southern Okla.
       Folded Belt         42      7.95       59          101      23      23%      84,201    2,148,844     2,540,127
     Permian               29      6.41       29           58      28      48%      19,065    1,052,884       946,870

III-D Partnership:
     Anadarko              33      3.32       77          110      32      29%       6,505    2,570,828    $2,655,728
     Jay LEC Field         78       .51        -           78       -       -%     393,859       80,306     1,054,242
     Permian               29      5.36       29           58      28      48%      15,194      856,543       753,650




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

</TABLE>



                                       19
<PAGE>

<TABLE>
<CAPTION>


                                                 Significant Properties
                                                 ----------------------

                                                                   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-E Partnership:
     Jay-Lec Field         78      3.65        -           78       -       -    2,810,881      839,418    $7,816,418
     Green River           54      4.22        5           59       -       -       31,904    4,327,879     4,003,393
     Gulf Coast            61     24.98        6           67      30      45%      42,821    2,408,683     3,134,368

III-F Partnership:
     Green River           63      6.70        5           68        9     13%      73,317    3,634,235    $3,347,977
     Anadarko             128      7.28        -          128       27     21%      44,834      908,960     1,059,254
     Gulf Coast            50      1.80        1           51        1      2%      11,598      748,997     1,020,342

III-G Partnership:
     Green River           63      3.85        5           68        9     13%      44,104    1,817,944    $1,674,150
     Anadarko             160      4.38        9          169       47     28%      28,754      556,454       645,317
     Gulf Coast            50       .93        1           51        1      2%       6,216      376,182       513,666



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




                                       20
<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

      On October 26, 1994  Geodyne and the  Partnerships,  among other  parties,
were named as defendants in a lawsuit  alleging causes of action based on fraud,
negligent  misrepresentation,  breach  of  fiduciary  duty,  breach  of  implied
covenant,  and  breach  of  contract  in  connection  with the offer and sale of
limited partnership  interests ("Units") in the Partnerships  (Sidney Neidick et
al. v. Geodyne  Resources,  Inc., et al., Case No. 94-052860,  District Court of
Harris County,  Texas).  The plaintiffs'  petition  alleged that the lawsuit was
being brought as a class action on behalf of investors  who  purchased  Units in
the Partnerships.  On June 7, 1995,  Geodyne and the Partnerships were dismissed
without prejudice as defendants in the matter. In addition, on June 7, 1995, the
matter was certified as a class action.

      On  November  23  and  25,   1994,   Geodyne,   PaineWebber   Incorporated
("PaineWebber"),  and certain  other  parties  were named as  defendants  in two
related lawsuits alleging  misrepresentations  made to induce investments in the
Partnerships  and asserting causes of action for common law fraud and deceit and
unjust enrichment (Romine v. PaineWebber,  Inc., et al, Case No. 94-CIV-8558, U.
S.  District  Court,  Southern  District of New York and Romine v.  PaineWebber,
Inc., et al, Case No. 94-132844,  Supreme Court of the State of New York, County
of New York). The federal court case was later  consolidated  with other similar
actions  (to which  Geodyne is not a party)  under the title In Re:  PaineWebber
Limited Partnerships'  Litigation and was certified as a class action on May 30,
1995 (the "Federal  Partnership  Class Action").  The Federal  Partnership Class
Action also alleges  violations of 18 U.S.C.  Section 1962(c) and the Securities
Exchange Act of 1934.  Compensatory and punitive  damages,  interest,  and costs
have been  requested  in both  matters.  The  amended  complaint  in the Federal
Partnership Class Action no longer asserts any claim directly against Geodyne.



                                       21
<PAGE>



      On January 18, 1996, PaineWebber issued a press release indicating that it
had reached an agreement to settle the pending Federal  Partnership Class Action
along with the Neidick matter referred to above (collectively,  the "PaineWebber
Partnership  Class  Actions"),  along  with a  settlement  with  the  SEC and an
agreement  to settle with various  state  securities  regulators.  On that date,
PaineWebber  paid $125  million  into an interest  bearing  account as part of a
memorandum of  understanding  in connection  with the proposed  settlement  (the
"Settlement  Fund").  The Settlement  Fund applies to claims related to both the
Partnerships  and certain  other  investment  programs sold by  PaineWebber.  In
addition, PaineWebber agreed to a SEC administrative order creating a capped $40
million fund (the "SEC Claims  Fund"),  which is to be  distributed  to eligible
Limited Partners by an independent administrator (the "Claims Administrator"); a
civil  penalty of $5 million  leveled by the SEC;  and payments  aggregating  $5
million to state securities administrators. Such settlement is not an obligation
of either the  Partnerships  or Geodyne and,  accordingly,  would not affect the
financial statements of the Partnerships.

      In connection with the PaineWebber  Partnership Class Actions, on July 17,
1996 the federal  court  entered a preliminary  order  regarding the  settlement
proceedings  referred  to above.  Pursuant to that  order,  plaintiffs'  counsel
mailed to class members the Class Settlement  Notice (the "Notice") and Proof of
Claim.  Eligible  class  members are generally  those who purchased  their Units
through  PaineWebber  on or  before  December  31,  1992  and who  have  not (i)
previously  opted out of the Class,  (ii) previously  released  PaineWebber,  or
(iii) finally adjudicated their claims against PaineWebber.

      Plaintiffs'  counsel will be responsible for allocating  payments from the
$125 million  Settlement  Fund previously  funded by PaineWebber  among eligible
Limited  Partners and investors in other unrelated  PaineWebber  partnerships in
accordance  with the  settlement.  The amount and date of any payment  will vary
depending  upon many factors set forth in the Notice.  It is currently  expected
that payments from the Settlement Fund will be made some time in 1998.

      In addition,  eligible Limited Partners in the Partnerships who held their
Units on June 3, 1996 may be entitled  to certain  additional  payments  from an
escrow fund to which PaineWebber will make payments through May 30, 2001 if spot
market  oil and  natural  gas  prices  as  reported  by the New York  Mercantile
Exchange  fall below  certain  thresholds  set forth in the Notice (the "Pricing
Guarantee").  The threshold prices used in the Pricing  Guarantee are $18.00 per
barrel of oil and $1.80 per Mcf of gas. Under the Notice,  PaineWebber payments,
if any, made pursuant to the Pricing  Guarantee will be paid to Limited Partners
of  record  on  June  30,  1996   irrespective  of  whether  they   subsequently
sell/dispose of their Units to third parties. The Pricing


                                       22
<PAGE>



Guarantee  does NOT  attach to the Units as an  attribute  of  ownership  in the
Partnerships and is not an obligation of either Geodyne or the Partnerships.

      A look back provision is also included in the settlement which may provide
additional  funds as of January 1, 2001 for  eligible  Limited  Partners.  Class
members who sold their  Units  prior to June 30,  1996 will not be eligible  for
payments, if any, under the Pricing Guarantee or the look back provision.

      Eligible  Limited  Partners were  required to timely  execute and return a
proof of claim by January 17, 1997 in order to participate in the settlement.

      In  connection  with the SEC Claims Fund,  on April 17, 1996,  PaineWebber
mailed a Notice and Claim Form to each Limited  Partner who  purchased  Units in
the Partnerships  through PaineWebber from January 1, 1986 to December 31, 1992.
Limited  Partners are not eligible to  participate in the claims process if they
(i) previously  reached a settlement  with  PaineWebber or (ii) had their direct
investment  claim resolved by a court or in  arbitration.  Participation  in the
claims process is optional, and does not prevent a Limited Partner from pursuing
any other remedy against PaineWebber that may be available. Limited Partners had
until  October 22,  1996 to complete  the claim form and return it to the Claims
Administrator.  The  determination of whether a Limited Partner is entitled to a
recovery  under the SEC  Claims  Fund will be based on whether or not the Claims
Administrator   determines  that  the  Limited   Partner's   investment  in  the
Partnerships was suitable for him at the time of purchase.  In addition,  if the
Limited  Partner has opted out of the PaineWebber  Partnership  Class Action and
has not already settled with  PaineWebber or has had a claim resolved by a court
or in arbitration,  the Claims Administrator will also consider allegations that
misrepresentations were made in connection with the sale of the Units.

      On March 20, 1997 the  settlement  described  above was  confirmed  by the
Federal District Court.  Certain limited partners in partnerships  that were not
sponsored by the General Partner appealed the  confirmation;  however,  all such
appeals were denied by the United States Second Circuit Court of Appeals and the
settlement  order is now final.  The parties are currently  awaiting a ruling by
the federal  district judge as to the amount of attorneys' fees to be awarded to
the Plaintiffs'  attorneys from the Settlement Fund. The General Partner expects
that the Settlement  Fund will be distributed to eligible class members within a
few months following the entry of a final order on the attorneys' fees.




                                       23
<PAGE>



      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 1997.


PART II

ITEM 5.  MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  January  31,  1998,  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              1,421
               III-B           138,336                804
               III-C           244,536              1,334
               III-D           131,008                722
               III-E           418,266              2,312
               III-F           221,484              1,192
               III-G           121,925                623

      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.




                                       24
<PAGE>



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

                      1996                          1997                1998
            -------------------------     -------------------------     ----
            1st    2nd     3rd   4th      1st   2nd     3rd    4th      1st
P/ship      Qtr.   Qtr.    Qtr.  Qtr.     Qtr.  Qtr.    Qtr.   Qtr.     Qtr.
------      ----   ----    ----  ----     ----  ----    ----   ----     ----
III-A       $15    $12     $18   $14      $12   $16     $12    $10      $ 8
III-B        15     12      18    15       12    16      12     10        8
III-C        16     14      19    16       14    19      17     15       13
III-D        22     20      28    25       23    26      24     22       20
III-E        32     30      36    34       31    32      30     28       26
III-F        24     23      23    21       20    22      20     19       17
III-G        25     24      25    23       22    25      23     22       20


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


      Cash Distributions

      Cash  distributions  are primarily  dependent  upon a  Partnership's  cash
receipts from the sale of oil and gas  production and cash  requirements  of the
Partnership.  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


                                       25
<PAGE>



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 1996, 1997, and 1998:

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

                                   1996
              ---------------------------------------------
                   1st       2nd           3rd       4th
      P/ship       Qtr.      Qtr.          Qtr.     Qtr.(1)
      -------    -------   -------       -------    -------

      III-A       $1.97     $2.33         $2.08      $3.09
      III-B        2.20      2.65          2.23       3.07
      III-C        1.25      1.73          1.93       2.35
      III-D        1.45      2.07          2.14       2.67
      III-E        1.56      2.48          2.27       2.36
      III-F        1.13      1.13          1.21       1.76
      III-G        1.23      1.23          1.29       2.17


                                    1997                           1998
                 ------------------------------------------       ------
                  1st         2nd         3rd        4th           1st
      P/ship     Qtr(1).      Qtr.       Qtr.(1)    Qtr.(1)       Qtr.(1)
      ------     ------    ---------     -------    -------       ------

      III-A       $2.01     $3.24         $4.11      $1.75         $1.83
      III-B        2.49      3.57          4.32       1.97          2.15
      III-C        2.05      3.26(1)       2.39       1.36          2.09
      III-D        2.31      3.68(1)       2.42       1.92          2.27
      III-E        2.55      3.59          2.34       1.81          1.70
      III-F        1.55      2.98          1.50       1.12          1.68
      III-G        1.55      3.20          1.82       1.23          2.18



-------------------
(1) Amount of cash distributions  includes proceeds from the sale of certain oil
and gas properties.



                                       26
<PAGE>




ITEM 6.  SELECTED FINANCIAL DATA

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

                                                 Selected Financial Data

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

                                  1997                1996              1995              1994              1993
                              -------------       -------------     -------------     -------------     -------------

<S>                           <C>                 <C>               <C>               <C>               <C>        
Oil and Gas Sales              $3,328,634          $3,634,004        $3,647,607        $ 5,044,736       $ 5,158,061
Net Income (Loss):
   Limited Partners                33,066           1,109,284       ( 1,243,800)      (     86,676)          699,978
   General Partner                 98,919             104,949            76,804            145,059           160,370
   Total                          131,985           1,214,233       ( 1,166,996)            58,383           860,348
Limited Partners' Net
   Income (Loss) per
   Unit                               .13                4.20       (      4.71)      (        .33)             2.65
Limited Partners' Cash
   Distributions per
   Unit                             11.11                9.47              8.19              15.01             11.75
Total Assets                    3,916,891           6,895,159         8,353,918         11,769,144        16,199,765
Partners' Capital
   (Deficit):
   Limited Partners             3,985,217           6,886,151         8,275,867         11,679,667        15,726,343
   General Partner            (   198,271)        (   198,911)      (   143,923)      (    111,727)     (     38,786)
Number of Units
   Outstanding                    263,976             263,976           263,976            263,976           263,976

</TABLE>


                                       27
<PAGE>

<TABLE>
<CAPTION>


                                                Selected Financial Data

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

                                  1997                1996              1995              1994              1993
                              -------------       -------------     -------------     -------------     -------------

<S>                           <C>                 <C>               <C>               <C>               <C>       
Oil and Gas Sales              $1,972,122          $2,113,507        $2,063,107        $2,717,108        $3,211,371
Net Income (Loss):
   Limited Partners               223,228             712,800       (   296,132)      (    47,216)          868,230
   General Partner                 60,762              63,531            48,956            78,538           104,801
   Total                          283,990             776,331       (   247,176)           31,322           973,031
Limited Partners' Net
   Income (Loss) per
   Unit                              1.61                5.15       (      2.14)      (       .34)             6.28
Limited Partners' Cash
   Distributions per
   Unit                             12.35               10.15              8.86             15.72             15.84
Total Assets                    2,248,586           3,772,912         4,502,744         6,023,688         8,489,410
Partners' Capital
   (Deficit):
   Limited Partners             2,291,824           3,776,596         4,466,796         5,987,928         8,210,144
   General Partner            (    97,840)        (    97,092)      (    66,996)      (    52,952)      (    16,490)
Number of Units
   Outstanding                    138,336             138,336           138,336           138,336           138,336
</TABLE>



                                       28
<PAGE>
<TABLE>
<CAPTION>



                                                Selected Financial Data

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

                                  1997                1996              1995              1994              1993
                              -------------       -------------     -------------     -------------     -------------

<S>                           <C>                 <C>               <C>               <C>               <C>        
Oil and Gas Sales              $3,071,851          $3,259,615        $2,760,488        $ 3,229,521       $ 4,116,983
Net Income (Loss):
   Limited Partners           (   196,027)          1,247,672       ( 1,322,234)      (  2,120,737)     (    205,422)
   General Partner                 86,436             103,933            53,608             59,036           115,681
   Total                      (   109,591)          1,351,605       ( 1,268,626)      (  2,061,701)     (     89,741)
Limited Partners' Net
   Income (Loss) per
   Unit                       (       .80)               5.10       (      5.41)      (       8.67)     (        .84)
Limited Partners' Cash
   Distributions per
   Unit                              9.06                7.26              5.76               9.50              8.84
Total Assets                    4,567,928           7,009,782         7,572,561         10,499,912        15,043,115
Partners' Capital
   (Deficit):
   Limited Partners             4,512,996           6,924,023         7,451,351         10,183,585        14,629,322
   General Partner            (   171,438)        (   143,741)      (   125,913)      (    107,521)     (     41,557)
Number of Units
   Outstanding                    244,536             244,536           244,536            244,536           244,536
</TABLE>



                                       29
<PAGE>
<TABLE>
<CAPTION>



                                                Selected Financial Data

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

                                  1997                1996              1995              1994              1993
                              -------------       -------------     -------------     -------------     -------------

<S>                           <C>                 <C>               <C>               <C>               <C>       
Oil and Gas Sales              $2,335,545          $2,336,708        $2,087,482        $2,017,361        $2,356,267
Net Income (Loss):
   Limited Partners                35,530             795,298       (   234,478)      ( 2,563,317)      (   236,144)
   General Partner                 54,213              59,929            45,966             8,876            54,117
   Total                           89,743             855,227       (   188,512)      ( 2,554,441)      (   182,027)
Limited Partners' Net
   Income (Loss) per
   Unit                               .27                6.07       (      1.79)      (     19.57)      (      1.80)
Limited Partners' Cash
   Distributions per
   Unit                             10.33                8.33              6.30              8.21              8.14
Total Assets                    2,890,862           4,241,190         4,463,897         5,787,787         9,439,368
Partners' Capital
   (Deficit):
   Limited Partners             2,636,733           3,953,203         4,248,905         5,308,383         8,946,700
   General Partner            (    62,091)        (    50,214)      (    36,176)      (    39,142)           10,982
Number of Units
   Outstanding                    131,008             131,008           131,008           131,008           131,008
</TABLE>



                                       30
<PAGE>
<TABLE>
<CAPTION>



                                                Selected Financial Data

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

                                  1997                1996              1995              1994              1993
                              -------------       -------------     -------------     -------------     -------------

<S>                           <C>                 <C>               <C>               <C>               <C>        
Oil and Gas Sales              $ 9,041,809         $ 9,030,115       $ 8,676,047       $ 9,466,013       $10,531,047
Net Income (Loss):
   Limited Partners           (    219,259)          2,275,698      (    338,913)     (  1,853,838)     (    540,695)
   General Partner                 158,394             191,012           136,202           124,584           221,441
   Total                      (     60,865)          2,466,710      (    202,711)     (  1,729,254)     (    319,254)
Limited Partners' Net
   Income (Loss) per
   Unit                       (        .52)               5.44      (        .81)     (       4.43)     (       1.29)
Limited Partners' Cash
   Distributions per
   Unit                              10.29                8.67              6.43             10.00             13.27
Total Assets                    11,397,387          15,918,358        17,113,266        20,666,337        26,359,002
Partners' Capital
   (Deficit):
   Limited Partners             10,449,227          14,971,486        16,319,788        19,348,701        25,387,539
   General Partner            (    209,050)       (    187,947)     (    127,750)     (    124,952)     (     37,536)
Number of Units
   Outstanding                     418,266             418,266           418,266           418,266           418,266

</TABLE>


                                       31
<PAGE>

<TABLE>
<CAPTION>


                                                Selected Financial Data

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

                                  1997                1996              1995              1994              1993
                              -------------       -------------     -------------     -------------     -------------

<S>                           <C>                 <C>               <C>               <C>               <C>        
Oil and Gas Sales              $2,991,450          $3,094,738        $2,697,816        $ 3,517,877       $ 4,434,480
Net Income (Loss):
   Limited Partners           ( 2,273,148)            483,478       ( 1,521,469)      (  1,120,925)     (    208,690)
   General Partner                 32,514              72,299            25,536             41,351           104,438
   Total                      ( 2,240,634)            555,777       ( 1,495,933)      (  1,079,574)     (    104,252)
Limited Partners' Net
   Income (Loss)
   per Unit                   (     10.26)               2.18       (      6.87)      (       5.06)     (        .94)
   Limited Partners' Cash
   Distributions per
   Unit                              7.15                5.23              2.05               8.58              9.41
Total Assets                    4,752,817           8,632,813         9,438,169         11,599,217        14,357,712
Partners' Capital
   (Deficit):
   Limited Partners             4,454,142           8,310,290         8,986,812         10,963,281        13,984,206
   General Partner            (   146,427)        (    97,523)      (    70,576)      (     72,812)     (     20,163)
Number of Units
   Outstanding                    221,484             221,484           221,484            221,484           221,484
</TABLE>



                                       32
<PAGE>
<TABLE>
<CAPTION>



                                                Selected Financial Data

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

                                  1997                1996              1995              1994              1993
                              -------------       -------------     -------------     -------------     -------------

<S>                           <C>                 <C>               <C>               <C>               <C>       
Oil and Gas Sales              $1,845,264          $1,962,555        $1,694,847        $2,137,843        $2,696,304
Net Income (Loss):
   Limited Partners           ( 1,136,965)            380,060       ( 1,024,258)      (   572,690)      (   121,349)
   General Partner                 22,672              47,089            15,638            27,083            60,916
   Total                      ( 1,114,293)            427,149       ( 1,008,620)      (   545,607)      (    60,433)
Limited Partners' Net
   Income (Loss)
   per Unit                   (      9.33)               3.12       (      8.40)      (      4.70)      (      1.00)
Limited Partners' Cash
   Distributions per
   Unit                              7.80                5.92              2.67              8.37             10.00
Total Assets                    2,873,056           4,977,730         5,415,275         6,857,551         8,305,963
Partners' Capital
   (Deficit):
   Limited Partners             2,707,822           4,795,787         5,136,727         6,485,985         8,078,675
   General Partner            (    85,608)        (    58,669)      (    26,964)      (    26,102)      (     5,685)
Number of Units
   Outstanding                    121,925             121,925           121,925           121,925           121,925
</TABLE>




                                       33
<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 very  difficult.  Concerning past trends,
average yearly wellhead gas prices in the United States have been volatile for a
number of years. For the past ten years, such average prices have generally been
in the $1.40 to $2.40 per Mcf range,  significantly below prices received in the
early  1980s.  Average  gas prices in the latter part of 1996 and parts of 1997,
however,  were  somewhat  higher  than  those  yearly  averages.  Gas prices are
currently in the higher end of the 10-year average price range described above.




                                       34
<PAGE>



      Substantially  all of the Partnerships' gas reserves are being sold in 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 decreased from  approximately
$3.57 per Mcf at December  31, 1996 to  approximately  $2.32 per Mcf at December
31, 1997. 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.  Due to global  consumption and supply trends
over the last several  months as well as  expectations  of at least a short-term
slowdown in Asian energy  demand,  oil prices have  recently  been in the mid to
lower  portions  of this  pricing  range and in early 1998  dropped to as low as
approximately  $13.75  per  barrel.  It is not known  whether  this  trend  will
continue.  Prices for the Partnerships' oil decreased from approximately  $23.75
per barrel at December 31, 1996 to  approximately  $16.25 per barrel at December
31, 1997.

      Future prices for both oil and gas will likely be different  from (and may
be lower  than) the prices in effect on  December  31,  1997.  Primarily  due to
heating  season  demand,  year-end  prices in many past years have  tended to be
higher, and in some cases  significantly  higher,  than the yearly average price
actually  received  by  the  Partnerships  for  at  least  the  following  year.
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


                                       35
<PAGE>



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 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, 1997 as compared to the year ended  December 31, 1996,  and for the
year ended December 31, 1996 as compared to the year ended December 31, 1995.


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

                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                     -------------------------------------

      Total oil and gas sales  decreased  $305,370 (8.4%) in 1997 as compared to
1996. Of this decrease,  approximately $134,000 and $497,000, respectively, were
related to decreases in volumes of oil and gas sold and $45,000 was related to a
decrease in the average price of oil sold, which decreases were partially offset
by an increase of  approximately  $382,000 related to an increase in the average
price of gas sold.  Volumes  of oil and gas sold  decreased  6,455  barrels  and
237,791 Mcf, respectively,  in 1997 as compared to 1996. The decrease in volumes
of oil sold resulted primarily from (i) normal declines in production and (ii) a
negative prior period volume  adjustment  made by a purchaser on one significant
well in 1997.  The decrease in volumes of gas sold resulted  primarily  from (i)
normal declines in production and (ii) a positive prior period volume adjustment





                                       36
<PAGE>

made  by a  purchaser  on one  significant  well in  1996.  Average  oil  prices
decreased  to $19.68 per barrel in 1997 from $20.79 per barrel in 1996.  Average
gas prices increased to $2.46 per Mcf in 1997 from $2.09 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $179,983 (20.0%) in 1997 as compared to 1996. This
decrease  resulted  primarily  from (i) the  decreases in volumes of oil and gas
sold in 1997 as  compared  to  1996,  (ii)  workover  expenses  incurred  on two
significant wells during 1996 in order to improve the recovery of reserves,  and
(iii) a decrease in production taxes associated with the decrease in oil and gas
sales  discussed  above.  As a percentage of oil and gas sales,  these  expenses
decreased  to 21.6% in 1997 from 24.7% in 1996.  This  percentage  decrease  was
primarily  due  to the  dollar  decrease  in oil  and  gas  production  expenses
discussed above and the increase in the average price of gas sold in 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $410,230 (36.1%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) a reduction in the depletable  base of oil and gas properties
due to the  impairment  provision  recorded  in the  first  quarter  of  1997 as
discussed below,  (ii) the decreases in volumes of oil and gas sold in 1997, and
(iii)  upward  revisions in the  estimates of remaining  oil and gas reserves at
December 31, 1997. As a percentage of oil and gas sales,  this expense decreased
to 21.8% in 1997 from 31.3% in 1996. This percentage decrease resulted primarily
from (i) the  dollar  decrease  in  depreciation,  depletion,  and  amortization
discussed  above and (ii) the  increases  in the  average  prices of gas sold in
1997.

      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 is  unlikely  that such
properties  would be developed  due to the low oil and gas prices  received over
the last several  years and  provisions in the III-A  Partnership's  Partnership
Agreement  which limit the level of permissible  drilling  activity.  No similar
charges were necessary in 1996.

      General and  administrative  expenses  decreased $12,979 (4.0%) in 1997 as
compared to 1996. This decrease resulted  primarily from the reversal of a prior
charge which was recorded in error. As a percentage of oil and gas sales,  these
expenses remained relatively constant at 9.4% in 1997 and 8.9% in 1996.

     The Limited Partners have received cash distributions  through December 31,
1997  totaling   $23,564,701  or  89.27%  of  the  Limited   Partners'   capital
contributions.




                                       37
<PAGE>




                     Year Ended December 31, 1996 Compared
                        to Year Ended December 31, 1995
                     -------------------------------------

      Total oil and gas sales remained  relatively constant for 1996 as compared
to 1995.  Any decrease  related to decreases in volumes of oil and gas sold were
offset by increases  related to  increases in the average  prices of oil and gas
sold.  Volumes of oil and gas sold  decreased  11,667  barrels and 529,749  Mcf,
respectively,  for 1996 as compared to 1995. The decrease in volumes of oil sold
resulted  primarily from (i) the shutting-in of one well during 1996 in order to
perform a workover to improve the recovery of reserves and (ii) normal  declines
in production due to diminished  oil reserves on several wells.  The decrease in
volumes of gas sold resulted  primarily  from (i) normal  declines in production
due to diminished gas reserves on several wells during 1996 as compared to 1995,
(ii) a positive prior period volume adjustment made by the purchaser on one well
during  1995,  and (iii) the sale of several gas  producing  wells  during 1996.
Average  oil and gas  prices  increased  to $20.79 per barrel and $2.09 per Mcf,
respectively,  for 1996 from $17.52 per barrel and $1.46 per Mcf,  respectively,
for 1995.

      Oil and gas production  expenses  (including lease operating  expenses and
production taxes) decreased  $230,023 (20.4%) for 1996 as compared to 1995. This
decrease  resulted  primarily  from the  decrease in volumes of oil and gas sold
during 1996. As a percentage of oil and gas sales,  these expenses  decreased to
24.7% for 1996 from 31.0% for 1995. This  percentage  decrease was primarily due
to the  increases  in the  average  prices  of oil and gas sold  during  1996 as
compared to 1995.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $975,909 (46.2%) for 1996 as compared to 1995. This decrease resulted
primarily  from (i) upward  revisions in the  estimates of remaining oil and gas
reserves at December 31, 1996, (ii) the decreases in volumes of oil and gas sold
during  1996,  and (iii) a decrease in  capitalized  costs due to an  impairment
provision  recognized in the fourth  quarter of 1995. As a percentage of oil and
gas sales,  this expense  decreased to 31.3% for 1996 from 57.9% for 1995.  This
percentage  decrease was primarily due to the dollar  decrease in  depreciation,
depletion,  and  amortization  discussed  above and the increases in the average
prices of oil and gas sold during 1996.

      The III-A  Partnership  recognized a non-cash  charge against  earnings of
$1,267,185  in  1995.  This  impairment  provision  was  necessary  due  to  the
unamortized  costs of  proved  oil and gas  properties  exceeding  the  expected
undiscounted  future net revenues from such oil and gas  properties.  No similar
charge was necessary during 1996.




                                       38
<PAGE>



      General and  administrative  expenses increased $15,705 (5.1%) for 1996 as
compared to 1995. This increase was primarily due to an increase in professional
fees and printing  and postage  expenses  during 1996 as compared to 1995.  As a
percentage of oil and gas sales, these expenses remained  relatively constant at
8.9% for 1996 as compared to 8.5% for 1995.


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

                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                     -------------------------------------

      Total oil and gas sales  decreased  $141,385 (6.7%) in 1997 as compared to
1996. Of this decrease approximately $13,000 and $293,000, respectively, related
to decreases in volumes of oil and gas sold and $46,000 related to a decrease in
the average  price of oil sold,  which  decreases  were  partially  offset by an
increase of  approximately  $212,000 related to an increase in the average price
of gas sold in 1997.  Volumes  of oil and gas sold  decreased  633  barrels  and
123,261 Mcf, respectively,  in 1997 as compared to 1996. The decrease in volumes
of gas sold resulted primarily from (i) normal declines in production and (ii) a
positive prior period volume adjustment made by the purchaser on one significant
well in 1996.  Average  oil prices  decreased  to $19.76 per barrel in 1997 from
$20.98 per barrel in 1996. Average gas prices increased to $2.38 per Mcf in 1997
from $2.05 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $78,274 (15.7%) in 1997 as compared to 1996. This
decrease resulted primarily from (i) the decrease in volumes of gas sold in 1997
and (ii) workover expenses incurred on two wells during 1996 in order to improve
the recovery of reserves.  As a percentage of oil and gas sales,  these expenses
decreased  to 21.3% in 1997 from 23.5% in 1996.  This  percentage  decrease  was
primarily  due  to the  dollar  decrease  in oil  and  gas  production  expenses
discussed above and the increase in the average price of gas sold in 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $188,404 (29.7%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) a reduction in the depletable  base of oil and gas properties
due to the  impairment  provision  recorded  in the  first  quarter  of  1997 as
discussed below,  (ii) the decreases in volumes of oil and gas sold in 1997, and
(iii)  upward  revisions in the  estimates of remaining  oil and gas reserves at
December 31, 1997. As a percentage of oil and gas sales,  this expense decreased
to 22.6% in 1997 from 30.0% in 1996. This percentage decrease resulted


                                       39
<PAGE>



primarily  from  (i)  the  dollar  decrease  in  depreciation,   depletion,  and
amortization discussed above and (ii) the increases in the average prices of gas
sold 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 is  unlikely  that such
properties  would be developed  due to the low oil and gas prices  received over
the last several  years and  provisions in the III-B  Partnership's  Partnership
Agreement  which limit the level of permissible  drilling  activity.  No similar
charges were necessary in 1996.

      General and  administrative  expenses  decreased  $7,728 (4.5%) in 1997 as
compared to 1996. This decrease resulted  primarily from the reversal of a prior
charge which was recorded in error. As a percentage of oil and gas sales,  these
expenses remained relatively constant at 8.3% in 1997 and 8.1% in 1996.

      The Limited Partners have received cash distributions through December 31,
1997  totaling   $13,717,353  or  99.16%  of  the  Limited   Partners'   capital
contributions.  During the first  quarter of 1998,  the  Limited  Partners  have
received cash distributions  totalling in excess of their capital contributions.
Therefore,  beginning in the first quarter of 1998, operations will be allocated
using after payout percentages.  See Note 1 to the financial statements included
in Item 8 of this Annual  Report for tables  containing  before payout and after
payout percentages.


                     Year Ended December 31, 1996 Compared
                        to Year Ended December 31, 1995
                     -------------------------------------

      Total oil and gas sales  increased  $50,400 (2.4%) for 1996 as compared to
1995. Of this increase,  approximately $129,000 and $385,000, respectively, were
related to increases in the average prices of oil and gas sold, partially offset
by decreases of  approximately  $87,000 and $375,000,  respectively,  related to
decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased
4,969 barrels and 258,730 Mcf,  respectively,  for 1996 as compared to 1995. The
decrease in volumes of gas sold resulted  primarily from (i) normal  declines in
production  due to diminished gas reserves on several wells and (ii) the sale of
a significant gas producing  unitized property during 1996.  Average oil and gas
prices increased to $20.98 per barrel and $2.05 per Mcf, respectively,  for 1996
from $17.58 per barrel and $1.45 per Mcf, respectively, for 1995.




                                       40
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $119,983  (19.4%) for 1996 as compared 1995. This
decrease  resulted  primarily  from the  decrease in volumes of oil and gas sold
during 1996. As a percentage of oil and gas sales,  these expenses  decreased to
23.5% for 1996 from 29.9% for 1995. This  percentage  decrease was primarily due
to the increases in the average prices of oil and gas sold during 1996.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $418,614 (39.8%) for 1996 as compared to 1995. This decrease resulted
primarily  from (i) upward  revisions in the  estimates of remaining oil and gas
reserves at December 31, 1996, (ii) the decreases in volumes of oil and gas sold
during  1996,  and (iii) a decrease in  capitalized  costs due to an  impairment
provision  recognized in the fourth  quarter of 1995. As a percentage of oil and
gas sales,  this expense  decreased to 30.0% for 1996 from 51.0% for 1995.  This
percentage  decrease was primarily due to the dollar  decrease in  depreciation,
depletion,  and  amortization  discussed  above and the increases in the average
prices of oil and gas sold during 1996.

      The III-B  Partnership  recognized a non-cash  charge against  earnings of
$480,618 in 1995. This impairment provision was necessary due to the unamortized
costs of proved  oil and gas  properties  exceeding  the  expected  undiscounted
future net  revenues  from such oil and gas  properties.  No similar  charge was
necessary during 1996.

      General and  administrative  expenses increased $10,035 (6.2%) for 1996 as
compared to 1995. This increase was primarily due to an increase in professional
fees and printing  and postage  expenses  during 1996 as compared to 1995.  As a
percentage of oil and gas sales, these expenses remained  relatively constant at
8.1% for 1996 as compared to 7.8% for 1995.


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

                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                     -------------------------------------

      Total oil and gas sales  decreased  $187,764 (5.8%) in 1997 as compared to
1996.  Of this  decrease,  approximately  $452,000  was related to a decrease in
volumes of gas sold and  approximately  $25,000 was related to a decrease in the
average price of oil sold,  which decreases were partially offset by an increase
of  approximately  $304,000  related to an increase in the average  price of gas
sold.  Volumes of oil and gas sold  decreased  by 360 barrels  and 227,288  Mcf,
respectively,  in 1997 as compared to 1996.  The decrease in volumes of gas sold



                                       41
<PAGE>



resulted primarily from (i) normal declines in production, (ii) a negative prior
period volume  adjustment made by a purchaser on two significant  wells in 1997,
and (iii) a positive prior period volume  adjustment  made by a purchaser on one
significant  well in 1996.  Average oil prices decreased to $19.74 per barrel in
1997 from $20.68 per barrel in 1996.  Average gas prices  increased to $2.26 per
Mcf in 1997 from $1.99 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $32,013 (4.1%) in 1997 as compared to 1996.  This
decrease  resulted  primarily  from the decrease in volumes of gas sold in 1997,
which  decrease was  partially  offset by (i) credits  issued on one well during
1996 for prior period  rental  expenses and (ii) workover  expenses  incurred on
another  well  during 1997 in order to improve the  recovery of  reserves.  As a
percentage of oil and gas sales, these expenses remained  relatively constant at
24.4% in 1997 and 24.0% in 1996.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $303,665 (32.7%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) a reduction in the depletable  base of oil and gas properties
due to the  impairment  provision  recorded  in the  first  quarter  of  1997 as
discussed  below,  (ii)  decreases  in volumes of oil and gas sold in 1997,  and
(iii)  upward  revisions in the  estimates of remaining  oil and gas reserves at
December 31, 1997. As a percentage of oil and gas sales,  this expense decreased
to 20.4% in 1997 from 28.5% in 1996. This percentage decrease resulted primarily
from (i) the  dollar  decrease  in  depreciation,  depletion,  and  amortization
discussed  above and (ii) the  increases  in the  average  prices of gas sold in
1997.

      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 is  unlikely  that such
properties  would be developed  due to the low oil and gas prices  received over
the last several  years and  provisions in the III-C  Partnership's  Partnership
Agreement  which limit the level of permissible  drilling  activity.  No similar
charges were necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as  compared  to 1996.  As a  percentage  of oil and gas sales,  these  expenses
remained relatively constant at 9.5% in 1997 and 9.0% in 1996.

     The Limited Partners have received cash distributions  through December 31,
1997  totaling   $15,143,795  or  61.93%  of  the  Limited   Partners'   capital
contributions.



                                       42
<PAGE>





                     Year Ended December 31, 1996 Compared
                        to Year Ended December 31, 1995
                     -------------------------------------

      Total oil and gas sales increased $499,127 (18.1%) for 1996 as compared to
1995. Of this increase,  approximately $92,000 and $824,000,  respectively, were
related to increases in the average prices of oil and gas sold, partially offset
by a decrease of approximately  $429,000 related to a decrease in volumes of gas
sold.  Volumes of oil sold  increased  503  barrels,  while  volumes of gas sold
decreased  310,886 Mcf for 1996 as compared to 1995.  The decrease in volumes of
gas sold  resulted  primarily  from (i) normal  declines  in  production  due to
diminished  gas reserves on several wells and (ii) positive  prior period volume
adjustments made by the purchaser on two wells during 1995.  Average oil and gas
prices increased to $20.68 per barrel and $1.99 per Mcf, respectively,  for 1996
from $17.34 per barrel and $1.38 per Mcf, respectively, for 1995.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $38,468 (4.7%) for 1996 as compared to 1995. This
decrease  resulted  primarily  from the  decrease  in volumes of gas sold during
1996,  partially  offset by an increase in production  taxes associated with the
increase in oil and gas sales  discussed  above.  As a percentage of oil and gas
sales,  these  expenses  decreased  to 24.0% for 1996 from 29.7% for 1995.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold during 1996.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $657,266 (41.4%) for 1996 as compared to 1995. This decrease resulted
primarily  from (i) upward  revisions in the  estimates of remaining oil and gas
reserves at December 31,  1996,  (ii) the decrease in volumes of gas sold during
1996, and (iii) a decrease in capitalized  costs due to an impairment  provision
recognized in the fourth  quarter of 1995. As a percentage of oil and gas sales,
this expense  decreased to 28.5% for 1996 from 57.5% for 1995.  This  percentage
decrease was primarily due to the dollar  decrease in  depreciation,  depletion,
and amortization  discussed above and the increases in the average prices of oil
and gas sold during 1996.

      The III-C  Partnership  recognized a non-cash  charge against  earnings of
$1,338,693  in  1995.  This  impairment  provision  was  necessary  due  to  the
unamortized  costs of  proved  oil and gas  properties  exceeding  the  expected
undiscounted  future net revenues from such oil and gas  properties.  No similar
charge was necessary during 1996.




                                       43
<PAGE>



      General and administrative  expenses remained relatively constant for 1996
as  compared  to 1995.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 9.0% for 1996  from  10.4%  for  1995.  This  percentage  decrease
resulted primarily from the increase in oil and gas sales discussed above.


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

                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                     -------------------------------------

      Total oil and gas sales remained  relatively  constant in 1997 as compared
to 1996. Decreases of approximately $12,000 and $104,000, respectively,  related
to  decreases  in volumes of oil and gas sold and a  decrease  of  approximately
$41,000   related  to  a  decrease  in  the  average  price  of  oil  sold  were
substantially  offset by an increase  of  approximately  $156,000  related to an
increase in the average price of gas sold. Volumes of oil and gas sold decreased
593 barrels and 52,331 Mcf,  respectively,  in 1997 as compared to 1996. Average
oil prices  decreased  to $19.11  per  barrel in 1997 from  $20.12 per barrel in
1996.  Average gas prices  increased to $2.20 per Mcf in 1997 from $1.98 per Mcf
in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $61,610 (6.6%) in 1997 as compared to 1996.  This
decrease resulted  primarily from (i) the decrease in volumes of gas sold during
1997 and (ii) a decrease in general repair and maintenance  expenses incurred on
several  wells during 1997 as compared to 1996.  As a percentage  of oil and gas
sales,  these  expenses  decreased  to 37.1% in 1997  from  39.7% in 1996.  This
percentage  decrease  was  primarily  due to the dollar  decrease in oil and gas
production  expenses  and the  increase in the average  price of gas sold during
1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $115,418 (26.1%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) a reduction in the depletable  base of oil and gas properties
due to the  impairment  provision  recorded  in the  first  quarter  of  1997 as
discussed below,  (ii) the decreases in volumes of oil and gas sold in 1997, and
(iii)  upward  revisions in the  estimates of remaining  oil and gas reserves at
December 31, 1997. As a percentage of oil and gas sales,  this expense decreased
to 14.0% in 1997 from 18.9% in 1996. This percentage decrease resulted primarily
from (i) the  dollar  decrease  in  depreciation,  depletion,  and  amortization
discussed  above and (ii) the  increases  in the  average  prices of gas sold in
1997.




                                       44
<PAGE>



      The III-D  Partnership  recognized a non-cash  charge against  earnings of
$932,243 in the first quarter of 1997.  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 is  unlikely  that such
properties  would be developed  due to the low oil and gas prices  received over
the last several  years and  provisions in the III-D  Partnership's  Partnership
Agreement  which limit the level of permissible  drilling  activity.  No similar
charges were necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as  compared  to 1996.  As a  percentage  of oil and gas sales,  these  expenses
remained relatively constant at 6.8% in 1997 and 6.8% in 1996.

     The Limited Partners have received cash distributions  through December 31,
1997   totaling   $7,495,669  or  57.22%  of  the  Limited   Partners'   capital
contributions.


                     Year Ended December 31, 1996 Compared
                        to Year Ended December 31, 1995
                     -------------------------------------

      Total oil and gas sales increased $249,226 (11.9%) for 1996 as compared to
1995. Of this increase,  approximately $146,000 and $449,000, respectively, were
related to increases in the average prices of oil and gas sold, partially offset
by a decrease of approximately  $334,000 related to a decrease in volumes of gas
sold. Volumes of oil and gas sold decreased 815 barrels and 239,968 Mcf for 1996
as compared to 1995. The decrease in volumes of gas sold resulted primarily from
(i) normal  declines in  production  due to  diminished  gas reserves on several
wells and (ii) positive prior period volume adjustments made by the purchaser on
four wells  during  1995.  Average  oil and gas prices  increased  to $20.12 per
barrel  and $1.98 per Mcf,  respectively,  for 1996 from  $16.60  per barrel and
$1.39 per Mcf, respectively, for 1995.

      Oil and gas production  expenses  (including lease operating  expenses and
production taxes) increased  $184,924 (24.9%) for 1996 as compared to 1995. This
increase resulted primarily from (i) lease operating expense  adjustments during
1996  associated  with changes in  estimates by the third party  operator of gas
balancing  positions on certain  wells being  greater  than similar  adjustments
during 1995, (ii) an increase in production  taxes  associated with the increase
in oil and gas sales  discussed  above,  and (iii) an increase in general repair
and  maintenance  expenses  incurred on several wells during 1996 as compared to
1995.  These  increases were partially  offset by the decrease in volumes of oil



                                       45
<PAGE>



and gas sold during 1996 as compared  to 1995.  As a  percentage  of oil and gas
sales,  these  expenses  increased  to 39.7% for 1996 from 35.6% for 1995.  This
percentage  increase  was  primarily  due to the dollar  increase in  production
expenses discussed above.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $447,461 (50.3%) for 1996 as compared to 1995. This decrease resulted
primarily  from (i) upward  revisions in the  estimates of remaining oil and gas
reserves at December 31, 1996, (ii) the decreases in volumes of oil and gas sold
during  1996,  and (iii) a decrease in  capitalized  costs due to an  impairment
provision  recognized in the fourth  quarter of 1995. As a percentage of oil and
gas sales,  this expense  decreased to 18.9% for 1996 from 42.6% for 1995.  This
percentage  decrease was primarily due to the dollar  decrease in  depreciation,
depletion,  and  amortization  discussed  above and the increases in the average
prices of oil and gas sold during 1996.

      The III-D  Partnership  recognized a non-cash  charge against  earnings of
$495,810 in 1995. This impairment provision was necessary due to the unamortized
costs of proved  oil and gas  properties  exceeding  the  expected  undiscounted
future net  revenues  from such oil and gas  properties.  No similar  charge was
necessary during 1996.

      General and administrative  expenses remained relatively constant for 1996
as  compared  to 1995.  As a  percentage  of oil and gas sales,  these  expenses
decreased to 6.8% for 1996 from 7.6% for 1995. This percentage decrease resulted
primarily from the increase in oil and gas sales discussed above.


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

                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                     -------------------------------------

      Total oil and gas sales remained  relatively  constant in 1997 as compared
to 1996. Increases of approximately $118,000 and $77,000, respectively,  related
to  increases  in volumes of oil and gas sold and an increase  of  approximately
$44,000  related  to an  increase  in and the  average  price of gas  sold  were
substantially  offset by a  decrease  of  approximately  $230,000  related  to a
decrease in the average price of oil sold. Volumes of oil and gas sold increased
5,926 barrels and 37,020 Mcf, respectively, in 1997 as compared to 1996. Average
oil prices  decreased  to $18.97  per  barrel in 1997 from  $19.95 per barrel in
1996. Average gas prices increased to $2.09 per Mcf in 1997 from $2.07 in 1996.




                                       46
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $94,952 (2.1%) in 1997 as compared to 1996.  This
increase resulted primarily from the increases in volumes of oil and gas sold in
1997. As a percentage of oil and gas sales,  these expenses remained  relatively
constant at 49.9% in 1997 and 48.9% in 1996.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $539,246 (31.0%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) a reduction in the depletable  base of oil and gas properties
due to the  impairment  provision  recorded  in the  first  quarter  of  1997 as
discussed  below and (ii) upward  revisions in the  estimates  of remaining  gas
reserves  at December  31,  1997.  As a  percentage  of oil and gas sales,  this
expense decreased to 13.3% in 1997 from 19.2% in 1996. This percentage  decrease
resulted  primarily from the dollar  decrease in  depreciation,  depletion,  and
amortization discussed above.

      The III-E  Partnership  recognized a non-cash  charge against  earnings of
$2,893,438 in the first quarter of 1997. Of this amount,  $2,042,775 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  $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 is  unlikely  that such
properties  would be developed  due to the low oil and gas prices  received over
the last several  years and  provisions in the III-E  Partnership's  Partnership
Agreement  which limit the level of permissible  drilling  activity.  No similar
charges were necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as  compared  to 1996.  As a  percentage  of oil and gas sales,  these  expenses
remained relatively constant at 5.6% in 1997 and 5.6% in 1996.

     The Limited Partners have received cash distributions  through December 31,
1997  totaling   $27,150,016  or  64.91%  of  the  Limited   Partners'   capital
contributions.


                     Year Ended December 31, 1996 Compared
                        to Year Ended December 31, 1995
                     -------------------------------------

      Total oil and gas sales increased  $354,068 (4.1%) for 1996 as compared to
1995. Of this increase,  approximately  $795,000 and  $1,292,000,  respectively,
were related to increases in the average  prices of oil and gas sold,  partially
offset by decreases of  approximately  $458,000  and  $1,290,000,  respectively,
related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold
decreased 27,766 barrels and 877,478 Mcf, respectively,  for 1996 as compared to



                                       47
<PAGE>



1995.  The decrease in volumes of gas sold  resulted  primarily  from (i) normal
declines in production  due to diminished  gas reserves on several  wells,  (ii)
positive  prior period volume  adjustments  made by the purchaser on three wells
during 1995,  and (iii) the  curtailment  of gas sales from one well during 1996
due to the III-E  Partnership's  overproduced  position in the well. Average oil
and gas prices  increased to $19.95 per barrel and $2.07 per Mcf,  respectively,
for 1996 from $16.48 per barrel and $1.47 per Mcf, respectively, for 1995.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $337,304 (7.1%) for 1996 as compared to 1995. This
decrease  resulted  primarily  from the  decrease in volumes of oil and gas sold
during 1996 as compared to 1995,  partially  offset by an increase in production
facility  and zone  treatment  expenses  related to one well during  1996.  As a
percentage of oil and gas sales, these expenses decreased to 48.9% for 1996 from
54.8% for 1995. This  percentage  decrease was primarily due to the increases in
the average  prices of oil and gas sold  during  1996,  partially  offset by the
increase in production facility and zone treatment expenses discussed above.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $1,710,452  (49.6%)  for  1996 as  compared  to  1995.  Approximately
one-half of this decrease was related to four significant wells which were fully
depleted in 1995 due to a lack of remaining  reserves and the other  one-half of
this decrease  resulted from upward  revisions in the estimates of remaining oil
reserves at December  31, 1996 and the  decreases in volumes of oil and gas sold
during 1996.  As a percentage  of oil and gas sales,  this expense  decreased to
19.2% for 1996 from 39.7% for 1995. This  percentage  decrease was primarily due
to the dollar decrease in depreciation,  depletion,  and amortization  discussed
above and the increases in the average prices of oil and gas sold during 1996.

      The III-E  Partnership  recognized a non-cash  charge against  earnings of
$210,152 in 1995. This impairment provision was necessary due to the unamortized
costs of proved  oil and gas  properties  exceeding  the  expected  undiscounted
future net  revenues  from such oil and gas  properties.  No similar  charge was
necessary during 1996.

      General and administrative  expenses remained relatively constant for 1996
as  compared  to 1995.  As a  percentage  of oil and gas sales,  these  expenses
remained relatively constant at 5.6% for 1996 and 5.9% for 1995.





                                       48
<PAGE>



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

                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                     -------------------------------------

      Total oil and gas sales  decreased  $103,288 (3.3%) in 1997 as compared to
1996.  Of this  decrease,  approximately  $167,000  and  $46,000,  respectively,
related to  decreases in volumes of oil and gas sold and  approximately  $87,000
related to a decrease in the average  price of oil sold,  which  decreases  were
partially offset by an increase of approximately $198,000 related to an increase
in the average price of gas sold. Volumes of oil and gas sold decreased by 8,277
barrels and 26,380 Mcf, respectively,  in 1997 as compared to 1996. The decrease
in volumes of oil sold resulted primarily from (i) normal declines in production
and (ii) the sale of two  significant  wells in  mid-1996.  Average  oil  prices
decreased  to $18.85 per barrel in 1997 from $20.18 per barrel in 1996.  Average
gas prices increased to $1.95 per Mcf in 1997 from $1.73 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $95,324 (7.7%) in 1997 as compared to 1996.  This
increase  resulted  primarily from (i) workover expenses incurred on three wells
during 1997 in order to improve the recovery of reserves and (ii) credits issued
on one well during 1996 for prior period rental  expenses,  which increases were
partially offset by the decreases in volumes of oil and gas sold during 1997. As
a percentage  of oil and gas sales,  these  expenses  increased to 44.6% in 1997
from 40.0% in 1996.  This  percentage  increase was  primarily due to the dollar
increase in oil and gas production  expenses discussed above and the decrease in
the average price of oil sold during 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $374,649 (33.1%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) a reduction in the depletable  base of oil and gas properties
due to the  impairment  provision  recorded  in the  first  quarter  of  1997 as
discussed below,  (ii) the decreases in volumes of oil and gas sold in 1997, and
(iii) upward  revisions in the  estimates of remaining  gas reserves at December
31, 1997. As a percentage of oil and gas sales,  this expense decreased to 25.3%
in 1997 from 36.5% in 1996. This percentage decrease resulted primarily from (i)
the dollar decrease in depreciation, depletion, and amortization discussed above
and (ii) the increases in the average prices of gas sold in 1997.

      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



                                       49
<PAGE>



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 is  unlikely  that such
properties  would be developed  due to the low oil and gas prices  received over
the last several  years and  provisions in the III-F  Partnership's  Partnership
Agreement  which limit the level of permissible  drilling  activity.  No similar
charges were necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as  compared  to 1996.  As a  percentage  of oil and gas sales,  these  expenses
remained relatively constant at 8.9% in 1997 and 8.6% in 1996.

     The Limited Partners have received cash distributions  through December 31,
1997   totaling   $9,949,904  or  44.92%  of  the  Limited   Partners'   capital
contributions.


                      Year Ended December 31, 1996 Compared
                         to Year Ended December 31, 1995
                      -------------------------------------

      Total oil and gas sales increased $396,922 (14.7%) for 1996 as compared to
1995. Of this increase,  approximately $276,000 and $425,000, respectively, were
related to increases in the average prices of oil and gas sold, partially offset
by decreases of  approximately  $72,000 and $233,000,  respectively,  related to
decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased
4,392 barrels and 183,124 Mcf,  respectively,  for 1996 as compared to 1995. The
decrease in volumes of gas sold resulted  primarily from (i) normal  declines in
production due to diminished gas reserves on several wells, (ii) the shutting-in
of  one  well  during  1996  due  to  mechanical  difficulties,  and  (iii)  the
curtailment   of  gas  sales  from  one  well  during  1996  due  to  the  III-F
Partnership's  overproduced  position  in the well.  Average  oil and gas prices
increased  to $20.18 per barrel and $1.73 per Mcf,  respectively,  for 1996 from
$16.46 per barrel and $1.27 per Mcf, respectively, for 1995.

      Oil and gas production  expenses  (including lease operating  expenses and
production taxes) decreased  $234,463 (15.9%) for 1996 as compared to 1995. This
decrease  resulted  primarily  from the  decrease in volumes of oil and gas sold
during 1996. As a percentage of oil and gas sales,  these expenses  decreased to
40.0% for 1996 from 54.6% for 1995. This  percentage  decrease was primarily due
to the increases in the average prices of oil and gas sold during 1996.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $379,063 (25.1%) for 1996 as compared to 1995. This decrease resulted
primarily from (i) an upward  revision in the estimate of remaining oil reserves



                                       50
<PAGE>



at December 31, 1996,  (ii) the  decreases in volumes of oil and gas sold during
1996, and (iii) a decrease in capitalized  costs due to an impairment  provision
recognized in the fourth  quarter of 1995. As a percentage of oil and gas sales,
this expense  decreased to 36.5% for 1996 from 56.0% for 1995.  This  percentage
decrease was primarily due to the dollar  decrease in  depreciation,  depletion,
and amortization  discussed above and the increases in the average prices of oil
and gas sold during 1996.

      The III-F  Partnership  recognized a non-cash  charge against  earnings of
$998,811 in 1995. This impairment provision was necessary due to the unamortized
costs of proved  oil and gas  properties  exceeding  the  expected  undiscounted
future net  revenues  from such oil and gas  properties.  No similar  charge was
necessary during 1996.

      General and administrative  expenses remained relatively constant for 1996
as  compared  to 1995.  As a  percentage  of oil and gas sales,  these  expenses
decreased to 8.6% for 1996 from 9.8% for 1995. This decrease resulted  primarily
from the increase in oil and gas sales discussed above.


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

                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                     -------------------------------------

      Total oil and gas sales  decreased  $117,291 (6.0%) in 1997 as compared to
1996. Of this decrease,  approximately $133,000 related to a decrease in volumes
of oil sold and approximately $61,000 related to a decrease in the average price
of  oil  sold,   which  decreases  were  partially  offset  by  an  increase  of
approximately  $75,000  related to an increase in the average price of gas sold.
Volumes of oil sold decreased 6,590 barrels in 1997 as compared to 1996. Volumes
of gas sold  increased  1,082 Mcf in 1997 as compared to 1996.  The  decrease in
volumes of oil sold resulted  primarily  from (i) a normal decline in production
and (ii) the sale of several  wells in 1996.  Average  oil prices  decreased  to
$18.90 per barrel in 1997 from  $20.19  per barrel in 1996.  Average  gas prices
increased to $1.89 per Mcf in 1997 from $1.74 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $50,263 (6.2%) in 1997 as compared to 1996.  This
increase  resulted  primarily from (i) workover expenses incurred on three wells
during 1997 in order to improve the recovery of reserves and (ii) an increase in
general  repair and  maintenance  expenses  incurred  on one well during 1997 as
compared to 1996, which increase was partially offset by the decrease in volumes
of oil sold during 1997.  As a percentage of oil and gas sales,  these  expenses



                                       51
<PAGE>



increased  to 46.3% in 1997 from 41.0% in 1996.  This  percentage  increase  was
primarily  due  to the  dollar  increase  in oil  and  gas  production  expenses
discussed above and the decrease in the average price of oil sold during 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $227,810 (34.9%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) a reduction in the depletable  base of oil and gas properties
due to the  impairment  provision  recorded  in the  first  quarter  of  1997 as
discussed  below,  (ii) the decreases in volumes of oil sold in 1997,  and (iii)
upward  revisions in the  estimates  of  remaining  gas reserves at December 31,
1997. As a percentage of oil and gas sales,  this expense  decreased to 23.1% in
1997 from 33.3% in 1996. This percentage  decrease  resulted  primarily from (i)
the dollar decrease in depreciation, depletion, and amortization discussed above
and (ii) the increases in the average prices of gas sold in 1997.

      The III-G  Partnership  recognized a non-cash  charge against  earnings of
$1,449,404  in the first  quarter of 1997 and $102,376 in the fourth  quarter of
1997. Of the first quarter charge,  $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 is unlikely that such properties would
be developed  due to the low oil and gas prices  received  over the last several
years and  provisions in the III-G  Partnership's  Partnership  Agreement  which
limit the level of permissible  drilling activity.  The fourth quarter charge of
$102,376  was  primarily  related to the decline in oil prices used to determine
the  recoverability  of proved oil and gas  reserves at December  31,  1997.  No
similar charges were necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as  compared  to 1996.  As a  percentage  of oil and gas sales,  these  expenses
remained relatively constant at 7.9% in 1997 and 7.5% in 1996.

     The Limited Partners have received cash distributions  through December 31,
1997   totaling   $5,120,287  or  42.00%  of  the  Limited   Partners'   capital
contributions.


                     Year Ended December 31, 1996 Compared
                        to Year Ended December 31, 1995
                     -------------------------------------

      Total oil and gas sales increased $267,708 (15.8%) for 1996 as compared to
1995. Of this increase,  approximately $201,000 and $230,000, respectively, were
related to increases in the average prices of oil and gas sold, partially offset



                                       52
<PAGE>



by decreases of  approximately  $41,000 and $123,000,  respectively,  related to
decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased
2,484 barrels and 96,300 Mcf,  respectively,  for 1996 as compared to 1995.  The
decrease in volumes of gas sold resulted  primarily from (i) normal  declines in
production due to diminished gas reserves on several wells, (ii) the shutting-in
of  one  well  during  1996  due  to  mechanical  difficulties,  and  (iii)  the
curtailment   of  gas  sales  from  one  well  during  1996  due  to  the  III-G
Partnership's  overproduced  position  in the well.  Average  oil and gas prices
increased  to $20.19 per barrel and $1.74 per Mcf,  respectively,  for 1996 from
$16.48 per barrel and $1.28 per Mcf, respectively, for 1995.

      Oil and gas production  expenses  (including lease operating  expenses and
production taxes) decreased  $133,579 (14.2%) for 1996 as compared to 1995. This
decrease  resulted  primarily  from the  decrease in volumes of oil and gas sold
during 1996. As a percentage of oil and gas sales,  these expenses  decreased to
41.0% for 1996 from 55.3% for 1995. This  percentage  decrease was primarily due
to the increases in the average prices of oil and gas sold during 1996.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $321,266 (33.0%) for 1996 as compared to 1995. This decrease resulted
primarily from (i) an upward  revision in the estimate of remaining oil reserves
at December 31, 1996,  (ii) the  decreases in volumes of oil and gas sold during
1996, and (iii) a decrease in capitalized  costs due to an impairment  provision
recognized  during the fourth  quarter of 1995,  partially  offset by a downward
revision in the  estimate of remaining  gas reserves at December 31, 1996.  As a
percentage of oil and gas sales,  this expense  decreased to 33.3% for 1996 from
57.5% for  1995.  This  percentage  decrease  was  primarily  due to the  dollar
decrease in depreciation,  depletion,  and amortization  discussed above and the
increases in the average prices of oil and gas sold during 1996.

      The III-G  Partnership  recognized a non-cash  charge against  earnings of
$677,010 in 1995. This impairment provision was necessary due to the unamortized
costs of proved  oil and gas  properties  exceeding  the  expected  undiscounted
future net  revenues  from such oil and gas  properties.  No similar  charge was
necessary during 1996.

      General and administrative  expenses remained relatively constant for 1996
as  compared  to 1995.  As a  percentage  of oil and gas sales,  these  expenses
decreased to 7.5% for 1996 from 8.6% for 1995. This decrease resulted  primarily
from the increase in oil and gas sales discussed above.





                                       53
<PAGE>



      Average Sale Prices, Production Volumes, and Average Production Costs

      The following  tables are  comparisons of annual average oil and gas sales
prices,  production  volumes,  and average  production  costs  (lease  operating
expenses and production  taxes) per equivalent unit (one barrel or 6 Mcf of gas)
for 1997,  1996, and 1995.  These factors comprise the change in net oil and gas
operations discussed in the "Results of Operations" section above.



                                       54
<PAGE>



                             1997 Compared to 1996
                             ---------------------

                             Average Sales Prices
            ----------------------------------------------------------------
P/ship            1997                       1996                 % Change
------      ----------------           ----------------        ------------
              Oil         Gas            Oil       Gas
            ($/Bbl)     ($/Mcf)        ($/Bbl)   ($/Mcf)        Oil      Gas
            -------     -------        -------   -------       -----    ----
III-A       $19.68       $2.46         $20.79     $2.09         (5%)     18%
III-B        19.76        2.38          20.98      2.05         (6%)     16%
III-C        19.74        2.26          20.68      1.99         (5%)     14%
III-D        19.11        2.20          20.12      1.98         (5%)     11%
III-E        18.97        2.09          19.95      2.07         (5%)      1%
III-F        18.85        1.95          20.18      1.73         (7%)     13%
III-G        18.90        1.89          20.19      1.74         (6%)      9%


                               Production Volumes
            -----------------------------------------------------------------
P/ship             1997                       1996               % Change
------      ---------------------      -------------------     --------------
              Oil          Gas          Oil         Gas         Oil      Gas
            (Bbls)        (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
            -------     ---------      -------   ---------     ------   -----
III-A        40,468     1,031,152       46,923   1,268,943      (14%)   (19%)
III-B        37,216       518,891       37,849     642,152      ( 2%)   (19%)
III-C        27,069     1,124,237       27,429   1,351,525      ( 1%)   (17%)
III-D        40,758       708,262       41,351     760,593      ( 1%)   ( 7%)
III-E       235,152     2,189,619      229,226   2,152,599        3%      2%
III-F        65,787       898,447       74,064     924,827      (11%)   ( 3%)
III-G        47,493       500,966       54,083     499,884      (12%)     -%


                           Average Production Costs
                         per Equivalent Barrel of Oil
                      -----------------------------------
                  P/ship      1997      1996      % Change
                  ------     -----     -----      --------
                  III-A      $3.39     $3.48        ( 3%)
                  III-B       3.39      3.43        ( 1%)
                  III-C       3.49      3.09         13%
                  III-D       5.46      5.52        ( 1%)
                  III-E       7.52      7.51          -%
                  III-F       6.18      5.42         14%
                  III-G       6.52      5.85         11%





                                       55
<PAGE>



                             1996 Compared to 1995
                             ---------------------

                             Average Sales Prices
            -----------------------------------------------------------------
P/ship            1996                       1995                % Change
------      -------------------        ----------------        ------------
              Oil         Gas            Oil       Gas
            ($/Bbl)     ($/Mcf)        ($/Bbl)   ($/Mcf)        Oil      Gas
            -------     -------        -------   -------       -----    -----
III-A       $20.79       $2.09         $17.52    $1.46          19%      43%
III-B        20.98        2.05          17.58     1.45          19%      41%
III-C        20.68        1.99          17.34     1.38          19%      44%
III-D        20.12        1.98          16.60     1.39          21%      42%
III-E        19.95        2.07          16.48     1.47          21%      41%
III-F        20.18        1.73          16.46     1.27          23%      36%
III-G        20.19        1.74          16.48     1.28          23%      36%


                              Production Volumes
            -----------------------------------------------------------------
P/ship             1996                       1995               % Change
------      ---------------------      -------------------     --------------
              Oil          Gas          Oil         Gas         Oil      Gas
            (Bbls)        (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
            -------     ---------      -------   ---------     ------   -----
III-A        46,923     1,268,943       58,590   1,798,692      (20%)   (29%)
III-B        37,849       642,152       42,818     900,882      (12%)   (29%)
III-C        27,429     1,351,525       26,926   1,662,411        2%    (19%)
III-D        41,351       760,593       42,166   1,000,561      ( 2%)   (24%)
III-E       229,226     2,152,599      256,992   3,030,077      (11%)   (29%)
III-F        74,064       924,827       78,456   1,107,951      ( 6%)   (17%)
III-G        54,083       499,884       56,567     596,184      ( 4%)   (16%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                      -----------------------------------
                  P/ship      1996      1995      % Change
                  ------     -----     -----      --------
                  III-A      $3.48     $3.15         10%
                  III-B       3.43      3.20          7%
                  III-C       3.09      2.70         14%
                  III-D       5.52      3.56         55%
                  III-E       7.51      6.24         20%
                  III-F       5.42      5.59        ( 3%)
                  III-G       5.85      6.02        ( 3%)





                                       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
production  levels for 1997,  the  Partnerships'  proved  reserve  quantities at
December 31, 1997 would have the following remaining lives:


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

                     III-A               5.1             2.8
                     III-B               4.9             2.5
                     III-C               6.4             5.7
                     III-D               5.4            11.7
                     III-E               4.6            12.8
                     III-F               6.2             6.1
                     III-G               6.0             6.4


      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 1997. The sale
of a property owned by one or more  Partnerships was made by the General Partner
after  giving due  consideration  to the offer price and the  General  Partner's
estimate of both 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 1997 were as follows:



                                       57
<PAGE>




                        Partnership              Amount
                        -----------             --------
                          III-A                 $572,237
                          III-B                  278,513
                          III-C                  231,004
                          III-D                   26,912
                          III-E                   38,925
                          III-F                   83,156
                          III-G                   65,190


      The sale of these  properties  reduced the  quantity of the  Partnerships'
proved reserves.  It is also possible that the  Partnerships'  repurchase values
and future cash  distributions  could  decline as a result of a reduction of the
Partnerships'  reserve base. The General Partner believes that the sale of these
properties  will be beneficial to the  Partnerships  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  could  decline as a result of a  reduction  of the  Partnerships'
reserve base.

      The Partnerships  will terminate on the following dates in accordance with
the Partnership Agreements:

                  Partnership       Termination Date
                  -----------       -----------------

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





                                       58
<PAGE>



However, the Partnership  Agreements provide that the General Partner may extend
the term of each  Partnership for five periods of two years each. As of the date
of this Annual Report,  the General Partner has not determined whether to extend
the term of any Partnership.


      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
1997. 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 Computer Issues

      The General  Partner has  reviewed  its  computer  systems and hardware to
locate potential operational problems associated with the year 2000. Such review
will continue until all potential problems are located and resolved. The General
Partner believes that all year-2000 problems in its computer system have been or
will be  resolved  in a timely  manner  and have not  caused  and will not cause
disruption  of  the  Partnerships'  operations  or  a  material  affect  on  the
Partnerships'  financial  condition  or results of  operations.  However,  it is
possible  that the  Partnerships'  cash flows  could be  disrupted  by year 2000
problems  experienced  by operators of the  Partnerships'  wells,  buyers of the
Partnerships' oil and gas, financial institutions, or other persons. The General
Partner  is unable to  quantify  the  effect,  if any,  on the  Partnerships  of
year-2000 computer problems experienced by these third parties.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

      None.




                                       59
<PAGE>




                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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

            Name              Age      Position with Geodyne
      ----------------        ---     --------------------------------
      Dennis R. Neill          45     President and Director

      Judy K. Fox              46     Secretary

The director will hold office until the next annual meeting of  shareholders  of
Geodyne  and 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 the Samson Companies 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  the Samson
Companies,  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, and Compression, Inc.

      Judy K. Fox joined the Samson Companies in 1990 and was named Secretary of
Geodyne  and its  subsidiaries  on June 30,  1996.  Prior to joining  the Samson
Companies, 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,  and Samson
Properties Incorporated.


      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers, directors, or ten percent owners who were delinquent filers of
reports required under Section 16 of the Securities  Exchange Act of 1934 during
1997.




                                       60
<PAGE>




ITEM 11.  EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as  general or  administrative  expense.  The amount of general  and
administrative expense allocated to the General Partner and its affiliates which
was charged to each Partnership  during 1997, 1996, and 1995 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         1997          1996         1995
            -----------       --------      --------     --------

               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.  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 1997, 1996, and 1995:





                                       61
<PAGE>
<TABLE>
<CAPTION>





                                                 Salary Reimbursements

                                                    III-A Partnership
                                                    -----------------
                                           Three Years Ended December 31, 1997
      
                                                                           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>   
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995      -            -          -           -              -            -           -
                        1996      -            -          -           -              -            -           -
Dennis R. Neill,
President(2)(3)         1996      -            -          -           -              -            -           -
                        1997      -            -          -           -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1995    $151,718       -          -           -              -            -           -
                        1996    $162,555       -          -           -              -            -           -
                        1997    $166,001       -          -           -              -            -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   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. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   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>
<CAPTION>



                                                  Salary Reimbursements

                                                    III-B Partnership
                                                    -----------------
                                           Three Years Ended December 31, 1997

    
                                                                           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>   
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995       -           -           -          -              -            -           -
                        1996       -           -           -          -              -            -           -
Dennis R. Neill,
President(2)(3)         1996       -           -           -          -              -            -           -
                        1997       -           -           -          -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1995     $79,509       -           -          -              -            -           -
                        1996     $85,188       -           -          -              -            -           -
                        1997     $86,993       -           -          -              -            -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   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. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   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>
<CAPTION>



                                                  Salary Reimbursements

                                                    III-C Partnership
                                                    -----------------
                                            Three Years Ended December 31, 1997
    
                                                                           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>   
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995       -           -           -           -              -           -           -
                        1996       -           -           -           -              -           -           -
Dennis R. Neill,
President(2)(3)         1996       -           -           -           -              -           -           -
                        1997       -           -           -           -              -           -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1995     $140,547      -           -           -              -           -           -
                        1996     $150,586      -           -           -              -           -           -
                        1997     $153,778      -           -           -              -           -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   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. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   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>
<CAPTION>



                                                 Salary Reimbursements

                                                    III-D Partnership
                                                    -----------------
                                           Three Years Ended December 31, 1997
    
                                                                           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>   
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995      -           -           -           -              -            -           -
                        1996      -           -           -           -              -            -           -
Dennis R. Neill,
President(2)(3)         1996      -           -           -           -              -            -           -
                        1997      -           -           -           -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1995    $75,296       -           -           -              -            -           -
                        1996    $80,674       -           -           -              -            -           -
                        1997    $82,384       -           -           -              -            -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   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. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   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>
<CAPTION>



                                                  Salary Reimbursements

                                                    III-E Partnership
                                                    -----------------
                                          Three Years Ended December 31, 1997
    
                                                                           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>   
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995      -           -           -         -              -              -           -
                        1996      -           -           -         -              -              -           -
Dennis R. Neill,
President(2)(3)         1996      -           -           -         -              -              -           -
                        1997      -           -           -         -              -              -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1995    $240,393      -           -         -              -              -           -
                        1996    $257,564      -           -         -              -              -           -
                        1997    $263,023      -           -         -              -              -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   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. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   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>
<CAPTION>



                                                 Salary Reimbursements

                                                    III-F Partnership
                                                    -----------------
                                           Three Years Ended December 31, 1997
    
                                                                           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>   
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995      -           -           -           -             -             -           -
                        1996      -           -           -           -             -             -           -
Dennis R. Neill,
President(2)(3)         1996      -           -           -           -             -             -           -
                        1997      -           -           -           -             -             -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1995    $127,292      -           -           -             -             -           -
                        1996    $136,385      -           -           -             -             -           -
                        1997    $139,275      -           -           -             -             -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   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. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   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>
<CAPTION>


                                                 Salary Reimbursements

                                                    III-G Partnership
                                                    -----------------
                                           Three Years Ended December 31, 1997
    
                                                                           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>   
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995      -           -           -           -              -            -           -
                        1996      -           -           -           -              -            -           -
Dennis R. Neill,
President(2)(3)         1996      -           -           -           -              -            -           -
                        1997      -           -           -           -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1995    $70,074       -           -           -              -            -           -
                        1996    $75,079       -           -           -              -            -           -
                        1997    $76,670       -           -           -              -            -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   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. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   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>





      During 1995 El Paso Energy  Marketing  Company,  formerly known as Premier
Gas Company ("El Paso"),  an affiliate  of the  Partnerships  until  December 6,
1995,  purchased a portion of the  Partnerships' gas at market prices and resold
such  gas  at  market  prices  directly  to  end-users  and  local  distribution
companies.  The table  below  summarizes  the  dollar  amount of gas sold by the
Partnerships to El Paso during 1995.

                        Partnership                1995
                        -----------             ----------

                           III-A                $1,811,755
                           III-B                   863,111
                           III-C                 1,325,188
                           III-D                   849,298
                           III-E                 2,128,723
                           III-F                   847,849
                           III-G                   446,378

After December 6, 1995 the Partnerships' gas was marketed by the General Partner
and its  affiliates,  who were  reimbursed  for such  activities  as general and
administrative  expenses.  See  "Item  13.  Certain  Relationships  and  Related
Transactions."

      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.

      In addition to the  compensation/reimbursements  noted  above,  during the
three years ended December 31, 1997,  the Samson  Companies were in the business
of  supplying  field and  drilling  equipment  and  services to  affiliated  and
unaffiliated  parties  in  the  industry.  These  companies  may  have  provided
equipment  and  services for wells in which the  Partnerships  have an interest.
These  equipment  and services were 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 January  31, 1998 (i) each  beneficial owner of more than five


                                       69
<PAGE>



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                             27,010    (10.2%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   27,010    (10.2%)

III-B Partnership:
-----------------
   Samson Resources Company                             15,206    (11.0%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   15,206    (11.0%)

III-C Partnership:
-----------------
   Samson Resources Company                             30,371    (12.4%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   30,371    (12.4%)

III-D Partnership:
-----------------
   Samson Resources Company                             19,505    (14.9%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   19,505    (14.9%)




                                       70
<PAGE>



III-E Partnership:
-----------------
   Samson Resources Company                             53,068    (12.7%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   53,068    (12.7%)

III-F Partnership:
-----------------
   Samson Resources Company                             29,898    (13.5%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   29,898    (13.5%)

III-G Partnership:
-----------------
   Samson Resources Company                             15,898    (13.0%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   15,898    (13.0%)


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.



                                       71
<PAGE>



      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 the Samson  Companies.
The  Partnerships  thus  compete  with the  Samson  Companies  (including  other
currently sponsored oil and gas partnerships) for the time and resources of such
personnel. The Samson Companies devote 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.

      As a result of Samson Investment Company's  ("Samson")  acquisition of the
General Partner and its affiliates,  Samson,  PaineWebber (the dealer manager of
the original offering of Units) and the General Partner entered into an advisory
agreement which relates  primarily to the Partnerships.  The Advisory  Agreement
will  expire on March 3, 1998.  The  Advisory  Agreement  provides,  among other
things,  that: (i) Samson will review  periodically with PaineWebber the general
operations  and  performance of the  Partnerships  and the terms of any material
transaction  involving a  Partnership;  (ii) Samson  will allow  PaineWebber  to
advise  Samson and to comment on any General  Partner-initiated  amendment  to a
Partnership  Agreement  which  requires a vote of the Limited  Partners  and any
proposal  initiated by the General Partner that would involve a  reorganization,
merger, or consolidation of a Partnership, a sale of all or substantially all of
the assets of a Partnership, the liquidation or dissolution of a Partnership, or
the exchange of cash,  securities,  or other  assets for all or any  outstanding
Units;  (iii) Samson will maintain an "800" investor services  telephone number;
and (iv) if Samson proposes a consolidation, merger, or exchange offer involving
any limited partnership managed by Samson, it will propose to include all of the
Partnerships in such transaction or provide a statement to PaineWebber as to the
reasons  why  some  or  all  of  the  Partnerships  are  not  included  in  such
transaction.

      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 the Samson Companies,  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
the  Samson  Companies.   On  the  other  hand,  management  believes  that  the
Partnerships'  negotiating strength and contractual positions have been enhanced
by virtue of their affiliation with the Samson  Companies.  For a description of
certain other  relationships  and related  transactions  see "Item 11. Executive
Compensation."


                                       72
<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, 1997 and 1996 and for each of the three years
               in the period  ended  December 31, 1997 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  The  Certificate  and 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.




                                       73
<PAGE>



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

                           III-A          February 20, 1990    0-18302
                           III-B          March 30, 1990       0-18636
                           III-C          March 30, 1990       0-18634
                           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

               4.2  Advisory  Agreement  dated as of November  24, 1992  between
                    Samson, PaineWebber,  Geodyne Resources, Geodyne Properties,
                    Inc., Geodyne Production Company, and Geodyne Energy Company
                    filed as Exhibit 28.3 to Registrant's Current Report on Form
                    8-K on  December  24,  1992 and is  hereby  incorporated  by
                    reference.

               4.3  Second  Amendment  to Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-A,  filed as
                    Exhibit 4.1 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.

               4.4  Second  Amendment  to Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-B,  filed as
                    Exhibit 4.2 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.

               4.5  Second  Amendment  to Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-C,  filed as
                    Exhibit 4.3 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.

               4.6  Second  Amendment  to Agreement  of Limited  Partnership  of
                    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.




                                       74
<PAGE>



               4.7  Second  Amendment  to Agreement  of Limited  Partnership  of
                    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.

               4.8  Second  Amendment  to Agreement  of Limited  Partnership  of
                    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.

               4.9  Second  Amendment  to Agreement  of Limited  Partnership  of
                    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.

               4.10 Third  Amendment  to  Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-A,  filed as
                    Exhibit 4.10 to Registrant's  Annual Report on Form 10-K for
                    the year ended December 31, 1995 filed with the SEC on April
                    1, 1996 and is hereby incorporated by reference.

               4.11 Third  Amendment  to  Agreement  of Limited  Partnership  of
                    Geodyne Energy Income Limited  Partnership  III-B,  filed as
                    Exhibit 4.11 to Registrant's  Annual Report on Form 10-K for
                    the year ended December 31, 1995 filed with the SEC on April
                    1, 1996 and is hereby incorporated by reference.

               4.12 Third  Amendment  to  Agreement  of Limited  Partnership  of
                    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.




                                       75
<PAGE>



               4.13 Third  Amendment  to  Agreement  of Limited  Partnership  of
                    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.

               4.14 Third  Amendment  to  Agreement  of Limited  Partnership  of
                    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.

               4.15 Third  Amendment  to  Agreement  of Limited  Partnership  of
                    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.

               4.16 Third  Amendment  to  Agreement  of Limited  Partnership  of
                    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.

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

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

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

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

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




                                       76
<PAGE>



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

              *23.7 Consent of Ryder  Scott  Company,  Petroleum  Engineers  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,
                    1997 and for the year ended December 31, 1997.

              *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,
                    1997 and for the year ended December 31, 1997.

              *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,
                    1997 and for the year ended December 31, 1997.

              *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,
                    1997 and for the year ended December 31, 1997.

              *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,
                    1997 and for the year ended December 31, 1997.

              *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,
                    1997 and for the year ended December 31, 1997.




                                       77
<PAGE>



              *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,
                    1997 and for the year ended December 31, 1997.

               All other Exhibits are omitted as inapplicable.

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

          (b) Reports on Form 8-K filed during the fourth quarter of 1997:

              None.



                                       78
<PAGE>



                                   SIGNATURES

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

                                    GEODYNE ENERGY INCOME LIMITED
                                    PARTNERSHIP III-A

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner
                                          February 20, 1998

                                    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 20, 1998
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

      /s/Patrick M. Hall        (Principal               February 20, 1998
      -------------------       Financial and
         Patrick M. Hall        Accounting Officer)

      /s/Judy K. Fox            Secretary                February 20, 1998
      -------------------
         Judy K. Fox



                                       79
<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-B

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner
                                          February 20, 1998

                                    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 20, 1998
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

      /s/Patrick M. Hall        (Principal               February 20, 1998
      -------------------       Financial and
         Patrick M. Hall        Accounting Officer)

      /s/Judy K. Fox            Secretary                February 20, 1998
      -------------------
         Judy K. Fox




                                       80
<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-C

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner
                                          February 20, 1998

                                    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 20, 1998
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

      /s/Patrick M. Hall        (Principal               February 20, 1998
      -------------------       Financial and
         Patrick M. Hall        Accounting Officer)

      /s/Judy K. Fox            Secretary                February 20, 1998
      -------------------
         Judy K. Fox



                                       81
<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-D

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner
                                          February 20, 1998

                                    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 20, 1998
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

      /s/Patrick M. Hall        (Principal               February 20, 1998
      -------------------       Financial and
         Patrick M. Hall        Accounting Officer)

      /s/Judy K. Fox            Secretary                February 20, 1998
      -------------------
         Judy K. Fox



                                       82
<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-E

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner
                                          February 20, 1998

                                    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 20, 1998
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

      /s/Patrick M. Hall        (Principal               February 20, 1998
      -------------------       Financial and
         Patrick M. Hall        Accounting Officer)

      /s/Judy K. Fox            Secretary                February 20, 1998
      -------------------
         Judy K. Fox



                                       83
<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-F

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner
                                          February 20, 1998

                                    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 20, 1998
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

      /s/Patrick M. Hall        (Principal               February 20, 1998
      -------------------       Financial and
         Patrick M. Hall        Accounting Officer)

      /s/Judy K. Fox            Secretary                February 20, 1998
      -------------------
         Judy K. Fox



                                       84
<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-G

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner
                                          February 20, 1998

                                    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 20, 1998
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

      /s/Patrick M. Hall        (Principal               February 20, 1998
      -------------------       Financial and
         Patrick M. Hall        Accounting Officer)

      /s/Judy K. Fox            Secretary                February 20, 1998
      -------------------
         Judy K. Fox


                                      85
<PAGE>

Item 8:     Financial Statements and Supplementary Data

                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A

      We have audited the balance  sheets of the Geodyne  Energy Income  Limited
Partnership III-A, an Oklahoma limited partnership,  as of December 31, 1997 and
1996 and the related  statements  of  operations,  changes in partners'  capital
(deficit), and cash flows for the years ended December 31, 1997, 1996, and 1995.
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 in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material  respects,  the financial  position of the Geodyne Energy Income
Limited  Partnership  III-A at December 31, 1997 and 1996 and the results of its
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.



                                   //s// Coopers & Lybrand L.L.P.

                                    COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
February 13, 1998




                                      F-1
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                                Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------
                                              1997                1996
                                          -------------       -----------
CURRENT ASSETS:
   Cash and cash equivalents               $  522,371          $  610,116
   Accounts receivable:
      Oil and gas sales                       524,541             680,167
      Other                                       308                -
                                            ---------           ---------
         Total current assets              $1,047,220          $1,290,283

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                           2,669,949           5,360,656

DEFERRED CHARGE                               199,722             244,220
                                            ---------           ---------
                                           $3,916,891          $6,895,159
                                            =========           =========

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

CURRENT LIABILITIES:
   Accounts payable                        $   39,622          $   50,726
   Gas imbalance payable                       38,418              76,797
                                            ---------           ---------

      Total current liabilities            $   78,040          $  127,523

ACCRUED LIABILITY                          $   51,905          $   80,396

PARTNERS' CAPITAL (DEFICIT):
   General Partner                        ($  198,271)        ($  198,911)
   Limited Partners, issued and
      outstanding, 263,976 Units            3,985,217           6,886,151
                                            ---------           ---------
         Total Partners' capital           $3,786,946          $6,687,240
                                            ---------           ---------
                                           $3,916,891          $6,895,159
                                            =========           =========





              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, 1997, 1996, and 1995

                                     1997             1996            1995
                                 ------------     ------------    ----------
REVENUES:
   Oil and gas sales,
      including $1,811,755
      of sales to related
      parties in 1995             $3,328,634       $3,634,004      $3,647,607
   Interest and other
      income                          27,613           23,840          24,119
   Gain (loss) on sale of
      oil and gas properties         148,602      (    84,561)    (    22,260)
                                   ---------        ---------       ---------
                                  $3,504,849       $3,573,283      $3,649,466

COSTS AND EXPENSES:
   Lease operating                $  463,734       $  644,998      $  846,401
   Production tax                    255,356          254,075         282,695
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                 725,515        1,135,745       2,111,654
   Impairment provision            1,617,006             -          1,267,185
   General and
      administrative                 311,253          324,232         308,527
                                   ---------        ---------       ---------
                                  $3,372,864       $2,359,050      $4,816,462
                                   ---------        ---------       ---------

NET INCOME (LOSS)                 $  131,985       $1,214,233     ($1,166,996)
                                   =========        =========       =========

GENERAL PARTNER - NET
   INCOME                         $   98,919       $  104,949      $   76,804
                                   =========        =========       =========

LIMITED PARTNERS - NET
   INCOME (LOSS)                  $   33,066       $1,109,284     ($1,243,800)
                                   =========        =========       =========
NET INCOME (LOSS) per
   Unit                           $      .13       $     4.20     ($     4.71)
                                   =========        =========       =========
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, 1997, 1996, and 1995


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

Balance, Dec. 31, 1994        $11,679,667      ($111,727)      $11,567,940
   Net income (loss)         (  1,243,800)        76,804      (  1,166,996)
   Cash distributions        (  2,160,000)     ( 109,000)     (  2,269,000)
                               ----------        -------        ----------

Balance, Dec. 31, 1995        $ 8,275,867      ($143,923)      $ 8,131,944
   Net income                   1,109,284        104,949         1,214,233
   Cash distributions        (  2,499,000)     ( 159,937)     (  2,658,937)
                               ----------        -------        ----------

Balance, Dec. 31, 1996        $ 6,886,151      ($198,911)      $ 6,687,240
   Net income (loss)               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
                               ==========        =======        ==========






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





                                      F-4
<PAGE>
<TABLE>
<CAPTION>




                   GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                              Statements of Cash Flows
                For the Years Ended December 31, 1997, 1996, and 1995

                                           1997              1996              1995
                                       ------------      ------------      ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
<S>                                    <C>               <C>               <C>         
   Net income (loss)                    $  131,985        $1,214,233       ($1,166,996)
   Adjustments to reconcile
      net income (loss) to
      net cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                         725,515         1,135,745         2,111,654
      Impairment provision               1,617,006              -            1,267,185
      (Gain) loss on sale of
        oil and gas properties         (   148,602)           84,561            22,260
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                  155,626       (    40,380)      (    77,267)
      Increase in accounts
        receivable - other             (       308)             -                 -
      (Increase) decrease in
        deferred charge                     44,498            34,609       (    47,355)
      Increase (decrease) in
        accounts payable               (    11,104)      (    39,770)           10,063
      Increase (decrease) in
        gas imbalance payable          (    38,379)           32,943       (    14,727)
      Increase (decrease) in
        accrued liability              (    28,491)      (     7,228)           25,434
                                         ---------         ---------         ---------

   Net cash provided by
      operating activities              $2,447,746        $2,414,713        $2,130,251
                                         ---------         ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   75,449)      ($    4,548)      ($   36,695)
   Proceeds from sale of oil
      and gas properties                   572,237           297,982            21,300
                                         ---------         ---------         ---------

   Net cash provided (used)
      by investing activities           $  496,788        $  293,434       ($   15,395)
                                         ---------         ---------         ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($3,032,279)      ($2,658,937)      ($2,269,000)
                                         ---------         ---------         ---------




                                      F-5
<PAGE>



   Net cash used by
      financing activities             ($3,032,279)      ($2,658,937)      ($2,269,000)
                                         ---------         ---------         ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS           ($   87,745)       $   49,210       ($  154,144)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  610,116           560,906           715,050
                                         ---------         ---------         ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                     $  522,371        $  610,116        $  560,906
                                         =========         =========         =========

</TABLE>





              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

      We have audited the balance  sheets of the Geodyne  Energy Income  Limited
Partnership III-B, an Oklahoma limited partnership,  as of December 31, 1997 and
1996 and the related  statements  of  operations,  changes in partners'  capital
(deficit), and cash flows for the years ended December 31, 1997, 1996, and 1995.
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 in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material  respects,  the financial  position of the Geodyne Energy Income
Limited  Partnership  III-B at December 31, 1997 and 1996 and the results of its
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.



                                   //s// Coopers & Lybrand L.L.P.


                                    COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
February 13, 1998



                                      F-7
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                                Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------
                                                1997              1996
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  305,288        $  376,603
   Accounts receivable:
      Oil and gas sales                         307,724           396,970
      Other                                         130              -
                                              ---------         ---------
         Total current assets                $  613,142        $  773,573

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             1,499,148         2,854,520

DEFERRED CHARGE                                 136,296           144,819
                                              ---------         ---------
                                             $2,248,586        $3,772,912
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $   19,432        $   27,983
   Gas imbalance payable                          6,676            26,735
                                              ---------         ---------

      Total current liabilities              $   26,108        $   54,718

ACCRUED LIABILITY                            $   28,494        $   38,690

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($   97,840)      ($   97,092)
   Limited Partners, issued and
      outstanding, 138,336 Units              2,291,824         3,776,596
                                              ---------         ---------
         Total Partners' capital             $2,193,984        $3,679,504
                                              ---------         ---------

                                             $2,248,586        $3,772,912
                                              =========         =========




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




                                      F-8
<PAGE>
<TABLE>
<CAPTION>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           Statements of Operations
             For the Years Ended December 31, 1997, 1996, and 1995

                                           1997             1996            1995
                                       ------------     ------------    ----------
<S>                                    <C>              <C>             <C>       
REVENUES:
   Oil and gas sales,
      including $863,111
      of sales to related
      parties in 1995                   $1,972,122       $2,113,507      $2,063,107
   Interest and other
      income                                15,422           12,611          12,778
   (Gain) loss on sale of
      oil and gas properties                62,748      (    47,201)    (    11,295)
                                         ---------        ---------       ---------
                                        $2,050,292       $2,078,917      $2,064,590

COSTS AND EXPENSES:
   Lease operating                      $  268,642       $  345,352      $  457,146
   Production tax                          150,575          152,139         160,328
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                       445,224          633,628       1,052,242
   Impairment provision                    738,122             -            480,618
   General and
      administrative                       163,739          171,467         161,432
                                         ---------        ---------       ---------
                                        $1,766,302       $1,302,586      $2,311,766
                                         ---------        ---------       ---------

NET INCOME (LOSS)                       $  283,990       $  776,331     ($  247,176)
                                         =========        =========       =========
GENERAL PARTNER - NET
   INCOME                               $   60,762       $   63,531      $   48,956
                                         =========        =========       =========
LIMITED PARTNERS - NET
   INCOME (LOSS)                        $  223,228       $  712,800     ($  296,132)
                                         =========        =========       =========
NET INCOME (LOSS) per
   Unit                                 $     1.61       $     5.15     ($     2.14)
                                         =========        =========       =========
UNITS OUTSTANDING                          138,336          138,336         138,336
                                         =========        =========       =========

</TABLE>




                     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, 1997, 1996, and 1995


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

Balance, Dec. 31, 1994           $5,987,928     ($52,952)      $5,934,976
   Net income (loss)            (   296,132)      48,956      (   247,176)
   Cash distributions           ( 1,225,000)    ( 63,000)     ( 1,288,000)
                                  ---------       ------        ---------

Balance, Dec. 31, 1995           $4,466,796     ($66,996)      $4,399,800
   Net income                       712,800       63,531          776,331
   Cash distributions           ( 1,403,000)    ( 93,627)     ( 1,496,627)
                                  ---------       ------        ---------

Balance, Dec. 31, 1996           $3,776,596     ($97,092)      $3,679,504
   Net income (loss)                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
                                  =========       ======        =========






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





                                      F-10
<PAGE>
<TABLE>
<CAPTION>




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                            Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                           1997              1996              1995
                                       ------------      ------------      ------------
<S>                                    <C>               <C>               <C>         
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                    $  283,990        $  776,331       ($  247,176)
   Adjustments to reconcile
      net income (loss) to
      net cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                         445,224           633,628         1,052,242
      Impairment provision                 738,122              -              480,618
      (Gain) loss on sale of
        oil and gas properties         (    62,748)           47,201            11,295
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                   89,246       (    23,294)      (    67,977)
      Increase in accounts
        receivable - other             (       130)             -                 -
      (Increase) decrease in
        deferred charge                      8,523            24,270       (     8,674)
      Increase (decrease) in
        accounts payable               (     8,551)      (    21,399)            4,622
      Increase (decrease) in
        gas imbalance payable          (    20,059)           20,533       (     6,643)
      Increase (decrease) in
        accrued liability              (    10,196)      (     8,670)           16,253
                                         ---------         ---------         ---------

   Net cash provided by
      operating activities              $1,463,421        $1,448,600        $1,234,560
                                         ---------         ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   43,739)      ($   21,881)      ($   48,179)
   Proceeds from sale of oil
      and gas properties                   278,513           134,926             8,949
                                         ---------         ---------         ---------

   Net cash provided (used)
      by investing activities           $  234,774        $  113,045       ($   39,230)
                                         ---------         ---------         ---------





                                      F-11
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($1,769,510       ($1,496,627)      ($1,288,000)
                                         ---------         ---------         ---------
   Net cash used by
      financing activities             ($1,769,510)      ($1,496,627)      ($1,288,000)
                                         ---------         ---------         ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS           ($   71,315)       $   65,018       ($   92,670)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  376,603           311,585           404,255
                                         ---------         ---------         ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                     $  305,288        $  376,603        $  311,585
                                         =========         =========         =========


</TABLE>




                     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

      We have audited the balance  sheets of the Geodyne  Energy Income  Limited
Partnership III-C, an Oklahoma limited partnership,  as of December 31, 1997 and
1996 and the related  statements  of  operations,  changes in partners'  capital
(deficit), and cash flows for the years ended December 31, 1997, 1996, and 1995.
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 in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material  respects,  the financial  position of the Geodyne Energy Income
Limited  Partnership  III-C at December 31, 1997 and 1996 and the results of its
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.


                                   //s// Coopers & Lybrand L.L.P.


                                    COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
February 13, 1998



                                      F-13
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                                Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------

                                                1997              1996
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  540,911        $  537,233
   Accounts receivable:
      Oil and gas sales                         497,683           627,697
      General partner                              -               40,940
      Other                                          54              -
                                              ---------         ---------
         Total current assets                $1,038,648        $1,205,870

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                            $3,442,631        $5,727,898

DEFERRED CHARGE                                  86,649            76,014
                                              ---------         ---------
                                             $4,567,928        $7,009,782
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $   53,049        $   57,357
   Gas imbalance payable                         30,493            30,749
                                              ---------         ---------

      Total current liabilities              $   83,542        $   88,106

ACCRUED LIABILITY                            $  142,828        $  141,394

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  171,438)      ($  143,741)
   Limited Partners, issued and
      outstanding, 244,536 Units              4,512,996         6,924,023
                                              ---------         ---------
         Total Partners' capital             $4,341,558        $6,780,282
                                              ---------         ---------
                                             $4,567,928        $7,009,782
                                              =========         =========


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





                                      F-14
<PAGE>
<TABLE>
<CAPTION>




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                           1997              1996             1995
                                       ------------      ------------     ------------
<S>                                    <C>               <C>              <C>       
REVENUES:
   Oil and gas sales,
      including $1,325,188
      of sales to related
      parties in 1995                   $3,071,851        $3,259,615       $2,760,488
   Interest and other
      income                                19,900            16,964           15,965
   Gain (loss) on sale of
      oil and gas properties               163,836            79,865      (    11,907)
                                         ---------         ---------        ---------
                                        $3,255,587        $3,356,444       $2,764,546
COSTS AND EXPENSES:
   Lease operating                      $  520,672        $  544,593       $  626,774
   Production tax                          228,430           236,522          192,809
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                       626,350           930,015        1,587,281
   Impairment provision                  1,696,417              -           1,338,693
   General and
      administrative                       293,309           293,709          287,615
                                         ---------         ---------        ---------
                                        $3,365,178        $2,004,839       $4,033,172
                                         ---------         ---------        ---------
NET INCOME (LOSS)                      ($  109,591)       $1,351,605      ($1,268,626)
                                         =========         =========        =========
GENERAL PARTNER - NET
   INCOME                               $   86,436        $  103,933       $   53,608
                                         =========         =========        =========

LIMITED PARTNERS - NET
   INCOME (LOSS)                       ($  196,027)       $1,247,672      ($1,322,234)
                                         =========         =========        =========

NET INCOME (LOSS)
  per Unit                             ($      .80)       $     5.10      ($     5.41)
                                         =========         =========        =========

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

</TABLE>



              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, 1997, 1996, and 1995


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

Balance, Dec. 31, 1994         $10,183,585      ($107,521)     $10,076,064
   Net income (loss)          (  1,322,234)        53,608     (  1,268,626)
   Cash distributions         (  1,410,000)     (  72,000)    (  1,482,000)
                                ----------        -------       ----------

Balance, Dec. 31, 1995         $ 7,451,351      ($125,913)     $ 7,325,438
   Net income                    1,247,672        103,933        1,351,605
   Cash distributions         (  1,775,000)     ( 121,761)    (  1,896,761)
                                ----------        -------       ----------

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






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





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




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                              1997              1996           1995
                                          ------------      ------------   ------------
<S>                                       <C>               <C>            <C>         
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                      ($  109,591)       $1,351,605    ($1,268,626)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                            626,350           930,015      1,587,281
      Impairment provision                  1,696,417              -         1,338,693
      (Gain) loss on sale of
        oil and gas properties            (   163,836)      (    79,865)        11,907
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                     130,014       (   166,004)       184,610
      (Increase) decrease in
        accounts receivable
        - General Partner                      40,940       (    40,940)          -
      Increase in accounts
        receivable - other                (        54)             -              -
      Increase in deferred
        charge                            (    10,635)      (     8,168)   (     1,057)
      Increase (decrease) in
        accounts payable                  (     4,308)      (    27,403)        11,239
      Increase (decrease) in
        gas imbalance payable             (       256)            8,195    (   152,960)
      Increase (decrease) in
        accrued liability                       1,434             1,585    (    35,004)
                                            ---------         ---------      ---------
   Net cash provided by
      operating activities                 $2,206,475        $1,969,020     $1,676,083
                                            ---------         ---------      ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                   ($  104,670)      ($   24,068)   ($   98,870)
   Proceeds from sale of oil
      and gas properties                      231,004           169,312          7,952
                                            ---------         ---------      ---------
   Net cash provided (used)
      by investing activities              $  126,336        $  145,244    ($   90,918)
                                            ---------         ---------      ---------


<PAGE>


CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                     ($2,329,133)      ($1,896,761)   ($1,482,000)
                                            ---------         ---------      ---------
   Net cash used by
      financing activities                ($2,329,133)      ($1,896,761)   ($1,482,000)
                                            ---------         ---------      ---------
NET INCREASE IN CASH
   AND CASH EQUIVALENTS                    $    3,678        $  217,503     $  103,165

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                     537,233           319,730        216,565
                                            ---------         ---------      ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                        $  540,911        $  537,233     $  319,730
                                            =========         =========      =========

</TABLE>





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



                                      F-17
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D

      We have audited the balance  sheets of the Geodyne  Energy Income  Limited
Partnership III-D, an Oklahoma limited partnership,  as of December 31, 1997 and
1996 and the related  statements  of  operations,  changes in partners'  capital
(deficit), and cash flows for the years ended December 31, 1997, 1996, and 1995.
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 in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material  respects,  the financial  position of the Geodyne Energy Income
Limited  Partnership  III-D at December 31, 1997 and 1996 and the results of its
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.



                                   //s// Coopers & Lybrand L.L.P.


                                    COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
February 13, 1998



                                      F-18
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                                Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------

                                                 1997              1996
                                             ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $  298,964        $  319,245
   Accounts receivable:
      Oil and gas sales                          361,775           425,312
                                               ---------         ---------
         Total current assets                 $  660,739        $  744,557

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             $2,211,248         3,470,494

DEFERRED CHARGE                                   18,875            26,139
                                               ---------         ---------
                                              $2,890,862        $4,241,190
                                               =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                           $  114,286        $  112,221
   Gas imbalance payable                            -                5,694
                                               ---------         ---------

      Total current liabilities               $  114,286        $  117,915

ACCRUED LIABILITY                             $  201,934        $  220,286

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   62,091)      ($   50,214)
   Limited Partners, issued and
      outstanding, 131,008 Units               2,636,733         3,953,203
                                               ---------         ---------
         Total Partners' capital              $2,574,642        $3,902,989
                                               ---------         ---------
                                              $2,890,862        $4,241,190
                                               =========         =========





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





                                      F-19
<PAGE>
<TABLE>
<CAPTION>




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                              1997             1996            1995
                                          ------------     ------------    ------------
<S>                                       <C>              <C>             <C>       
REVENUES:
   Oil and gas sales,
      including $849,298
      of sales  to related
      parties in 1995                      $2,335,545       $2,336,708      $2,087,482
   Interest and other
      income                                   12,154            9,848           9,501
   Gain on sale of
      oil and gas properties                   25,425           37,737           1,582
                                            ---------        ---------       ---------
                                           $2,373,124       $2,384,293      $2,098,565
COSTS AND EXPENSES:
   Lease operating                         $  699,449       $  763,477      $  604,541
   Production tax                             167,611          165,193         139,205
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                          326,095          441,513         888,974
   Impairment provision                       932,243             -            495,810
   General and
      administrative                          157,983          158,883         158,547
                                            ---------        ---------       ---------
                                           $2,283,381       $1,529,066      $2,287,077
                                            ---------        ---------       ---------
NET INCOME (LOSS)                          $   89,743       $  855,227     ($  188,512)
                                            =========        =========       =========
GENERAL PARTNER - NET
   INCOME                                  $   54,213       $   59,929      $   45,966
                                            =========        =========       =========

LIMITED PARTNERS - NET
   INCOME (LOSS)                           $   35,530       $  795,298     ($  234,478)
                                            =========        =========       =========

NET INCOME (LOSS)
  per Unit                                 $      .27       $     6.07     ($     1.79)
                                            =========        =========       =========

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

</TABLE>




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



                                      F-20
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 1997, 1996, and 1995


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

Balance, Dec. 31, 1994         $5,308,383       ($39,142)       $5,269,241
   Net income (loss)          (   234,478)        45,966       (   188,512)
   Cash distributions         (   825,000)      ( 43,000)      (   868,000)
                                ---------         ------         ---------

Balance, Dec. 31, 1995         $4,248,905       ($36,176)       $4,212,729
   Net income                     795,298         59,929           855,227
   Cash distributions         ( 1,091,000)      ( 73,967)      ( 1,164,967)
                                ---------         ------         ---------

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






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





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




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                             1997             1996             1995
                                         ------------     ------------     ------------
<S>                                      <C>              <C>              <C>         
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                      $   89,743       $  855,227      ($  188,512)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by
      operating activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                           326,095          441,513          888,974
      Impairment provision                   932,243             -             495,810
      Gain on sale of oil
       and gas properties                (    25,425)     (    37,737)     (     1,582)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                     63,537      (    60,304)     (    69,652)
      (Increase) decrease in
        deferred charge                        7,264           15,439      (    11,483)
      Increase (decrease) in
        accounts payable                       2,065           45,023      (    28,434)
      Decrease in gas imbalance
        payable                          (     5,694)     (     3,743)     (   116,398)
      Increase (decrease) in
        accrued liability                (    18,352)          45,753      (   122,546)
                                           ---------        ---------        ---------
   Net cash provided by
      operating activities                $1,371,476       $1,301,171       $  846,177
                                           ---------        ---------        ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                  ($      579)     ($   24,953)     ($   26,512)
   Proceeds from sale of oil
      and gas properties                      26,912           38,599            1,831
                                           ---------        ---------        ---------

   Net cash provided (used)
      by investing activities             $   26,333       $   13,646      ($   24,681)
                                           ---------        ---------        ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                    ($1,418,090)     ($1,164,967)     ($  868,000)
                                           ---------        ---------        ---------
   Net cash used by
      financing activities               ($1,418,090)     ($1,164,967)     ($  868,000)
                                           ---------        ---------        ---------



                                      F-22
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS             ($   20,281)      $  149,850      ($   46,504)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                    319,245          169,395          215,899
                                           ---------        ---------        ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                       $  298,964       $  319,245       $  169,395
                                           =========        =========        =========

</TABLE>





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





                                      F-23
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E

      We have audited the balance  sheets of the Geodyne  Energy Income  Limited
Partnership III-E, an Oklahoma limited partnership,  as of December 31, 1997 and
1996 and the related  statements  of  operations,  changes in partners'  capital
(deficit), and cash flows for the years ended December 31, 1997, 1996, and 1995.
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 in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material  respects,  the financial  position of the Geodyne Energy Income
Limited  Partnership  III-E at December 31, 1997 and 1996 and the results of its
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.



                                   //s// Coopers & Lybrand L.L.P.


                                    COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
February 13, 1998



                                      F-24
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------

                                                1997              1996
                                            -------------     -------------
CURRENT ASSETS:
   Cash and cash equivalents                 $ 1,114,574       $ 1,243,143
   Accounts receivable:
      Oil and gas sales                        1,361,797         1,554,748
                                              ----------        ----------
         Total current assets                $ 2,476,371       $ 2,797,891

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                            $ 8,716,929        12,822,109

DEFERRED CHARGE                                  204,087           298,358
                                              ----------        ----------
                                             $11,397,387       $15,918,358
                                              ==========        ==========

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

CURRENT LIABILITIES:
   Accounts payable                          $   693,518       $   623,087
   Gas imbalance payable                         142,749           156,497
                                              ----------        ----------
      Total current liabilities              $   836,267       $   779,584

ACCRUED LIABILITY                            $   320,943       $   355,235

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($   209,050)     ($   187,947)
   Limited Partners, issued and
      outstanding, 418,266 Units              10,449,227        14,971,486
                                              ----------        ----------
         Total Partners' capital             $10,240,177       $14,783,539
                                              ----------        ----------
                                             $11,397,387       $15,918,358
                                              ==========        ==========





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





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




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                            Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                           1997             1996              1995
                                       ------------     -------------     -------------
<S>                                    <C>              <C>               <C>       
REVENUES:
   Oil and gas sales,
      including $2,128,723
      of sales to related
      parties in 1995                   $9,041,809       $9,030,115        $8,676,047
   Interest and other
      income                                44,879           36,750            23,852
   Gain (loss) on sale of
      oil and gas
      properties                       (    39,835)          58,579            24,387
                                         ---------        ---------         ---------
                                        $9,046,853       $9,125,444        $8,724,286

COSTS AND EXPENSES:
   Lease operating                      $3,867,517       $3,785,813        $4,141,427
   Production tax                          645,699          632,451           614,141
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                     1,198,598        1,737,844         3,448,296
   Impairment provision                  2,893,438             -              210,152
   General and
      administrative                       502,466          502,626           512,981
                                         ---------        ---------         ---------
                                        $9,107,718       $6,658,734        $8,926,997
                                         ---------        ---------         ---------
NET INCOME (LOSS)                      ($   60,865)      $2,466,710       ($  202,711)
                                         =========        =========         =========
GENERAL PARTNER - NET
   INCOME                               $  158,394       $  191,012        $  136,202
                                         =========        =========         =========
LIMITED PARTNERS - NET
   INCOME (LOSS)                       ($  219,259)      $2,275,698       ($  338,913)
                                         =========        =========         =========

NET INCOME (LOSS)
  per Unit                             ($      .52)      $     5.44       ($      .81)
                                         =========        =========         =========

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

</TABLE>



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





                                      F-26
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 1997, 1996, and 1995


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

Balance, Dec. 31, 1994          $19,348,701     ($124,952)     $19,223,749
   Net income (loss)           (    338,913)      136,202     (    202,711)
   Cash distributions          (  2,690,000)    ( 139,000)    (  2,829,000)
                                 ----------       -------       ----------

Balance, Dec. 31, 1995          $16,319,788     ($127,750)     $16,192,038
   Net income                     2,275,698       191,012        2,466,710
   Cash distributions          (  3,624,000)    ( 251,209)    (  3,875,209)
                                 ----------       -------      -----------

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







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





                                      F-27
<PAGE>

<TABLE>
<CAPTION>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                            Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995


                                             1997              1996            1995
                                         ------------      ------------    ------------
<S>                                      <C>               <C>             <C>         
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                     ($   60,865)       $2,466,710     ($  202,711)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                         1,198,598         1,737,844       3,448,296
      Impairment provision                 2,893,438              -            210,152
      (Gain) loss on sale of
        oil and gas proper-
        ties                                  39,835       (    58,579)    (    24,387)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                    192,951            19,717     (   303,759)
      Decrease in deferred charge             94,271            53,411          21,045
      Increase (decrease) in
        accounts payable                      70,431           234,315     (   469,229)
      Increase (decrease) in
        gas imbalance payable            (    13,748)           36,225          25,001
      Decrease in accrued
        liability                        (    34,292)      (    56,949)    (    77,132)
                                           ---------         ---------       ---------

   Net cash provided by
      operating activities                $4,380,619        $4,432,694      $2,627,276
                                           ---------         ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                  (    65,616)      ($   37,987)    ($  339,148)
   Proceeds from sale of oil
      and gas properties                      38,925            58,595          41,433
                                           ---------         ---------       ---------
   Net cash provided (used)
      by investing activities            ($   26,691)       $   20,608     ($  297,715)
                                           ---------         ---------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                    ($4,482,497)      ($3,875,209)    ($2,829,000)
                                           ---------         ---------       ---------
   Net cash used by
      financing activities               ($4,482,497)      ($3,875,209)    ($2,829,000)
                                           ---------         ---------       ---------



                                      F-28
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS             ($  128,569)       $  578,093     ($  499,439)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  1,243,143           665,050       1,164,489
                                           ---------         ---------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                       $1,114,574        $1,243,143      $  665,050
                                           =========         =========       =========

</TABLE>





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





                                      F-29
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F

      We have audited the balance  sheets of the Geodyne  Energy Income  Limited
Partnership III-F, an Oklahoma limited partnership,  as of December 31, 1997 and
1996 and the related  statements  of  operations,  changes in partners'  capital
(deficit), and cash flows for the years ended December 31, 1997, 1996, and 1995.
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 in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material  respects,  the financial  position of the Geodyne Energy Income
Limited  Partnership  III-F at December 31, 1997 and 1996 and the results of its
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.



                                   //s// Coopers & Lybrand L.L.P.


                                    COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
February 13, 1998



                                      F-30
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------
                                                1997              1996
                                            ------------      -------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  541,382        $  504,658
   Accounts receivable:
      Oil and gas sales                         472,746           661,215
      Other                                       9,631              -
                                              ---------         ---------
         Total current assets                $1,023,759        $1,165,873

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                            $3,604,665        $7,307,487

DEFERRED CHARGE                                 124,393           159,453
                                              ---------         ---------
                                             $4,752,817        $8,632,813
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $  165,963        $  168,316
   Gas imbalance payable                        119,864           109,044
                                              ---------         ---------

      Total current liabilities              $  285,827        $  277,360

ACCRUED LIABILITY                            $  159,275        $  142,686

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  146,427)      ($   97,523)
   Limited Partners, issued and
      outstanding, 221,484 Units              4,454,142         8,310,290
                                              ---------         ---------
         Total Partners' capital             $4,307,715        $8,212,767
                                              ---------         ---------

                                             $4,752,817        $8,632,813
                                              =========         =========




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





                                      F-31
<PAGE>

<TABLE>
<CAPTION>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                            Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                           1997             1996              1995
                                       ------------     -------------     -------------
<S>                                    <C>              <C>               <C>       
REVENUES:
   Oil and gas sales,
      including $847,849
      of sales to related
      parties in 1995                   $2,991,450       $3,094,738        $2,697,816
   Interest and other
      income                                21,251           14,160             5,456
   Gain (loss) on sale of
      oil and gas
      properties                       (    14,411)          81,481            45,550
                                         ---------        ---------         ---------
                                        $2,998,290       $3,190,379        $2,748,822

COSTS AND EXPENSES:
   Lease operating                      $1,166,776       $1,075,305        $1,315,378
   Production tax                          166,155          162,302           156,692
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                       755,802        1,130,451         1,509,514
   Impairment provision                  2,884,405             -              998,811
   General and
      administrative                       265,786          266,544           264,360
                                         ---------        ---------         ---------
                                        $5,238,924       $2,634,602        $4,244,755
                                         ---------        ---------         ---------
NET INCOME (LOSS)                      ($2,240,634)      $  555,777       ($1,495,933)
                                         =========        =========         =========
GENERAL PARTNER - NET
   INCOME                               $   32,514       $   72,299        $   25,536
                                         =========        =========         =========
LIMITED PARTNERS - NET
   INCOME (LOSS)                       ($2,273,148)      $  483,478       ($1,521,469)
                                         =========        =========         =========

NET INCOME (LOSS)
  per Unit                             ($    10.26)      $     2.18       ($     6.87)
                                         =========        =========         =========

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

</TABLE>



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





                                      F-32
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 1997, 1996, and 1995


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

Balance, Dec. 31, 1994        $10,963,281      ($ 72,812)      $10,890,469
   Net income (loss)         (  1,521,469)        25,536      (  1,495,933)
   Cash distributions        (    455,000)     (  23,300)     (    478,300)
                               ----------        -------        ----------

Balance, Dec. 31, 1995        $ 8,986,812      ($ 70,576)      $ 8,916,236
   Net income                     483,478         72,299           555,777
   Cash distributions        (  1,160,000)     (  99,246)     (  1,259,246)
                               ----------        -------        ----------

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






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





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




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                            Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                              1997             1996            1995
                                          ------------     ------------    ------------
<S>                                       <C>              <C>             <C>         
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                      ($2,240,634)      $  555,777     ($1,495,933)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                            755,802        1,130,451       1,509,514
      Impairment provision                  2,884,405             -            998,811
      (Gain) loss on sale of
        oil and gas properties                 14,411      (    81,481)    (    45,550)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                     188,469      (   247,966)         47,205
      Increase in accounts
        receivable - other                (     9,631)            -               -
      (Increase) decrease in
        deferred charge                        35,060           77,816     (    22,173)
      Increase (decrease) in
        accounts payable                  (     2,353)           5,027     (   182,836)
      Increase in gas imbalance
        payable                                10,820           11,811          22,377
      Increase (decrease) in
        accrued liability                      16,589      (   118,725)    (    26,356)
                                            ---------        ---------       ---------

   Net cash provided by
      operating activities                 $1,652,938       $1,332,710      $  805,059
                                            ---------        ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                   ($   34,952)     ($   12,107)    ($  363,847)
   Proceeds from sale of oil
      and gas properties                       83,156          118,685          59,533
                                            ---------        ---------       ---------

   Net cash provided (used)
      by investing activities              $   48,204       $  106,578     ($  304,314)
                                            ---------        ---------       ---------




                                      F-34
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                     ($1,664,418)     ($1,259,246)    ($  478,300)
                                            ---------        ---------       ---------
   Net cash used by
      financing activities                ($1,664,418)     ($1,259,246)    ($  478,300)
                                            ---------        ---------       ---------
NET INCREASE IN CASH
   AND CASH EQUIVALENTS                    $   36,724       $  180,042      $   22,445

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                     504,658          324,616         302,171
                                            ---------        ---------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                        $  541,382       $  504,658      $  324,616
                                            =========        =========       =========


</TABLE>




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





                                      F-35
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G

      We have audited the balance  sheets of the Geodyne  Energy Income  Limited
Partnership III-G, an Oklahoma limited partnership,  as of December 31, 1997 and
1996 and the related  statements  of  operations,  changes in partners'  capital
(deficit), and cash flows for the years ended December 31, 1997, 1996, and 1995.
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 in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material  respects,  the financial  position of the Geodyne Energy Income
Limited  Partnership  III-G at December 31, 1997 and 1996 and the results of its
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.



                                   //s// Coopers & Lybrand L.L.P.


                                    COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
February 13, 1998



                                      F-36
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                                Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------
                                                1997              1996
                                            ------------      -------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  351,163        $  315,955
   Accounts receivable:
      Oil and gas sales                         285,689           408,115
      General Partner                            13,140              -
      Other                                       6,369              -
                                              ---------         ---------
         Total current assets                $  656,361        $  724,070

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                            $2,141,289         4,150,885

DEFERRED CHARGE                                  75,406           102,775
                                              ---------         ---------
                                             $2,873,056        $4,977,730
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $  101,925        $   99,540
   Gas imbalance payable                         59,607            54,219
                                              ---------         ---------

      Total current liabilities              $  161,532        $  153,759

ACCRUED LIABILITY                            $   89,310        $   86,853

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($   85,608)      ($   58,669)
   Limited Partners, issued and
      outstanding, 121,925 Units              2,707,822         4,795,787
                                              ---------         ---------
         Total Partners' capital             $2,622,214        $4,737,118
                                              ---------         ---------

                                             $2,873,056        $4,977,730
                                              =========         =========



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




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




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                            Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                           1997              1996             1995
                                       ------------      ------------     ------------
<S>                                    <C>               <C>              <C>       
REVENUES:
   Oil and gas sales,
      including $446,378
      of sales to related
      parties in 1995                   $1,845,264        $1,962,555       $1,694,847
   Interest and other
      income                                14,201             8,144            3,666
   Gain on sale of oil
      and gas properties                     4,685            61,146           29,096
                                         ---------         ---------        ---------
                                        $1,864,150        $2,031,845       $1,727,609

COSTS AND EXPENSES:
   Lease operating                      $  755,242        $  703,303       $  843,215
   Production tax                           99,431           101,107           94,774
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                       425,649           653,459          974,725
   Impairment provision                  1,551,780              -             677,010
   General and
      administrative                       146,341           146,827          146,505
                                         ---------         ---------        ---------
                                        $2,978,443        $1,604,696       $2,736,229
                                         ---------         ---------        ---------
NET INCOME (LOSS)                      ($1,114,293)       $  427,149      ($1,008,620)
                                         =========         =========        =========
GENERAL PARTNER - NET
   INCOME                               $   22,672        $   47,089       $   15,638
                                         =========         =========        =========
LIMITED PARTNERS - NET
   INCOME (LOSS)                       ($1,136,965)       $  380,060      ($1,024,258)
                                         =========         =========        =========

NET INCOME (LOSS)
  per Unit                             ($     9.33)       $     3.12      ($     8.40)
                                         =========         =========        =========

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

</TABLE>



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





                                      F-38
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 1997, 1996, and 1995


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

Balance, Dec. 31, 1994         $6,485,985       ($26,102)       $6,459,883
   Net income (loss)          ( 1,024,258)        15,638       ( 1,008,620)
   Cash distributions         (   325,000)      ( 16,500)      (   341,500)
                                ---------         ------         ---------

Balance, Dec. 31, 1995         $5,136,727       ($26,964)       $5,109,763
   Net income                     380,060         47,089           427,149
   Cash distributions         (   721,000)      ( 78,794)      (   799,794)
                                ---------         ------         ---------

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






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





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





                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                            Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                              1997            1996             1995
                                          ------------      ----------     ------------
<S>                                       <C>               <C>            <C>         
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                      ($1,114,293)       $427,149      ($1,008,620)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                            425,649         653,459          974,725
      Impairment provision                  1,551,780            -             677,010
      Gain on sale of oil and
       gas properties                     (     4,685)      (  61,146)     (    29,096)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                     122,426       ( 149,791)          37,429
      Increase in accounts
        receivable - General
        Partner                           (    13,140)           -                -
      Increase in accounts
        receivable - other                (     6,369)           -                -
      (Increase) decrease in
        deferred charge                        27,369          45,459      (    21,476)
      Increase (decrease) in
        accounts payable                        2,385       (      38)     (    96,281)
      Increase in gas imbalance
        payable                                 5,388           5,619           11,132
      Increase (decrease) in
        accrued liability                       2,457       (  70,481)     (     7,007)
                                            ---------         -------        ---------

   Net cash provided by
      operating activities                 $  998,967        $850,230       $  537,816
                                            ---------         -------        ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                   ($   28,338)      ($ 19,668)     ($  203,544)
   Proceeds from sale of oil
      and gas properties                       65,190          96,713           37,861
                                            ---------         -------        ---------

   Net cash provided (used)
      by investing activities              $   36,852        $ 77,045      ($  165,683)
                                            ---------         -------        ---------




                                      F-40
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                     ($1,000,611)      ($799,794)     ($  341,500)
                                            ---------         -------        ---------
   Net cash used by
      financing activities                ($1,000,611)      ($799,794)     ($  341,500)
                                            ---------         -------        ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS                    $   35,208        $127,481       $   30,633

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                     315,955         188,474          157,841
                                            ---------         -------        ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                        $  351,163        $315,955       $  188,474
                                            =========         =======        =========
</TABLE>






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





                                      F-41
<PAGE>




            GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                         Notes to Financial Statements
             For the Years Ended December 31, 1997, 1996, and 1995


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 21, 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 will terminate on the following dates:

                  Partnerships      Termination Date
                  ------------      -----------------

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

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 not  determined  whether  to  extend  the term of any
Partnership.




                                      F-42
<PAGE>



      An affiliate of the General  Partner owned the following Units at December
31, 1997:

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

               III-A               27,010               10.2%
               III-B               15,206               11.0%
               III-C               30,371               12.4%
               III-D               19,505               14.9%
               III-E               53,068               12.7%
               III-F               29,898               13.5%
               III-G               15,898               13.0%

      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.

      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:

                                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%




                                      F-43
<PAGE>



        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
will be allocated using after payout percentages.


      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.


      Receivable from General Partner

      The receivable from the General Partner at December 31, 1996 for the III-C
Partnership represents proceeds due to the III-C Partnership for the sale of oil
and gas properties in the fourth quarter of 1996.  Such receivable was collected
by the III-C  Partnership in the first quarter of 1997. The receivable  from the
General  Partner  at  December  31,  1997 for the III-G  Partnership  represents



                                      F-44
<PAGE>



proceeds due to the III-G  Partnership for the sale of oil and gas properties in
the  fourth  quarter  of  1997.  Such  receivable  was  collected  by the  III-G
Partnership in the first quarter of 1998.


      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, 1997,
1996, and 1995 were as follows:


            Partnership       1997        1996        1995
            -----------       -----       -----       -----

               III-A          $3.42       $4.40       $5.89
               III-B           3.60        4.37        5.45
               III-C           2.92        3.68        5.22
               III-D           2.05        2.63        4.25
               III-E           2.00        2.96        4.53
               III-F           3.51        4.95        5.74
               III-G           3.25        4.76        6.25





                                      F-45
<PAGE>



      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 difference  between asset cost and salvage value is charged
or credited to accumulated depreciation.

      The   Partnerships   follow  the  provisions  of  Statement  of  Financial
Accounting  Standards  ("SFAS") No. 121,  "Accounting for the Impairment of Long
Lived Assets and Assets Held for Disposal,"  which is intended to establish more
consistent  accounting  standards for measuring the recoverability of long-lived
assets.   SFAS  No.  121  requires   successful  efforts  companies,   like  the
Partnerships,  to evaluate the  recoverability  of the  carrying  costs of their
proved  oil  and  gas  properties  at the  lowest  level  for  which  there  are
identifiable cash flows that are largely  independent of the cash flows of other
groups of oil and gas properties.  With respect to the Partnerships' oil and gas
properties,  this evaluation was performed for each field. SFAS No. 121 provides
that if the  unamortized  costs of oil and gas  properties  exceed the  expected
undiscounted future cash flows from such properties,  the cost of the properties
is written  down to fair  value,  which is  determined  by using the  discounted
future  cash  flows  from  the  properties.  During  1997,  1996,and  1995,  the
Partnerships   recorded  the  following   non-cash   charges  against   earnings
(impairment provisions) pursuant to SFAS No. 121:

            Partnership          1997          1996        1995
            -----------       ----------       ----     ----------

               III-A          $  184,644       $ -      $1,267,185
               III-B              77,653         -         480,618
               III-C             234,271         -       1,338,693
               III-D             485,820         -         495,810
               III-E           2,042,775         -         210,152
               III-F           2,078,019         -         998,811
               III-G           1,113,114         -         677,010

      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 is unlikely  that these  unproved  properties  will be
developed due to the low oil and gas prices received over the last several years
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-46
<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, 1997 and 1996,  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:

                              1997                        1996
                        --------------------       --------------------
      Partnership         Mcf        Amount          Mcf        Amount
      -----------       -------     --------       -------     --------

         III-A          469,603     $199,722       501,788     $244,220
         III-B          261,654      136,296       282,024      144,819
         III-C          188,244       86,649       186,401       76,014
         III-D           20,653       18,875        28,310       26,139
         III-E          129,793      204,087       169,483      298,358
         III-F          101,297      124,393       132,118      159,453
         III-G           53,170       75,406        70,539      102,775


      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, 1997 and 1996,  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-47
<PAGE>



                               1997                        1996
                        --------------------       --------------------
   Partnership            Mcf        Amount          Mcf        Amount
   -----------          -------     --------       -------     --------

      III-A             122,044     $ 51,905       165,186     $ 80,396 
      III-B              54,702       28,494        75,346       38,690
      III-C             310,293      142,828       346,723      141,394
      III-D             220,959      201,934       238,585      220,286
      III-E             204,110      320,943       201,792      355,235
      III-F             129,703      159,275       118,225      142,686
      III-G              62,974       89,310        59,611       86,853
                                                   

      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 reflects the price
for which the  Partnerships are currently  settling this liability.  At December
31, 1997 and 1996 total sales  exceeded  the  Partnerships'  share of  estimated
total gas reserves as follows:

                              1997                         1996
                        --------------------       --------------------
   Partnership            Mcf        Amount          Mcf        Amount
   -----------          -------     --------       -------     --------

      III-A             25,612      $ 38,418        51,198     $ 76,797 
      III-B              4,451         6,676        17,823       26,735
      III-C             20,329        30,493        20,499       30,749
      III-D               -             -            3,796        5,694
      III-E             95,166       142,749       104,331      156,497
      III-F             79,909       119,864        72,696      109,044
      III-G             39,738        59,607        36,146       54,219
                                                   

These  amounts were recorded as gas  imbalance  payables in accordance  with the
sales  method.  These gas  imbalance  payables  will be  settled  by either  gas



                                      F-48
<PAGE>



production  by the  underproduced  party in excess of the current  estimates  of
total gas reserves for the well or by a negotiated or contractual payment to the
underproduced party.


      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 in 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



                                      F-49
<PAGE>



General  Partner  or  its  affiliates  by  the   Partnerships  for  general  and
administrative  overhead costs for the years ended December 31, 1997,  1996, and
1995:

            Partnership         1997           1996           1995
            -----------       --------       --------       --------

               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.

      During 1995 the Partnerships sold gas to El Paso Energy Marketing Company,
formerly known as Premier Gas Company ("El Paso").  El Paso,  like other similar
gas marketing firms,  resold such gas to third parties at market prices. El Paso
was an affiliate of the Partnerships until December 6, 1995. The following table
summarizes the total amount of the Partnerships' sales to El Paso during 1995:

                  Partnership                1995
                  -----------             ----------

                     III-A                $1,811,755
                     III-B                   863,111
                     III-C                 1,325,188
                     III-D                   849,298
                     III-E                 2,128,723
                     III-F                   847,849
                     III-G                   446,378


There were no sales made by the  Partnerships  to affiliates or related  parties
during 1997 or 1996.


3.    MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten percent or more of the Partnerships' combined oil and gas sales during 1997,
1996, and 1995:



                                      F-50
<PAGE>




   Partnership              Purchaser                      Percentage
   -----------      ------------------------       --------------------------
                                                   1997       1996      1995
                                                   -----      -----     -----

      III-A         El Paso                        47.2%      59.2%     49.7%
                    Valero Industrial Gas
                      L.P. ("Valero")              14.4%        - %       - %
                    Mesa Operating Ltd.
                      Partnership ("Mesa")           - %      19.4%     19.7%
                    Snyder Oil Corp.                 - %        - %       - %

      III-B         El Paso                        37.9%      47.9%     41.8%
                    Sun Refining & Marketing
                      Company                      13.1%      10.3%       - %
                    Phibro Energy, Inc.            12.7%        - %       - %
                    Valero                         11.4%        - %       - %
                    Mesa                             - %      22.0%     23.0%

      III-C         El Paso                        49.8%      51.2%     48.0%

      III-D         El Paso                        45.6%      44.4%     40.7%
                    Eaglwing Trading, Inc.
                      ("Eaglwing")                 18.3%        - %       - %
                    Oryx Energy Company
                      ("Oryx")                       - %      19.9%     20.8%

      III-E         Eaglwing                       33.3%        - %       - %
                    El Paso                        12.4%      12.3%     24.5%
                    Oryx                             -        36.5%     33.9%
                    Hunt Energy Corp.                - %      10.0%       - %

      III-F         El Paso                        28.5%      25.9%     31.4%
                    Amoco Production
                      Company ("Amoco")              - %      10.4%       - %

      III-G         El Paso                        23.9%      21.6%     26.3%
                    Amoco                            - %      10.9%       - %

      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.



                                      F-51
<PAGE>





      Capitalized Costs

      Capitalized costs and accumulated depreciation,  depletion,  amortization,
and valuation allowance at December 31, 1997 and 1996 were as follows:

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

                                                1997              1996
                                            -------------     -------------

   Proved properties                         $15,907,665       $18,399,090
   Unproved properties,
      not subject to
      depreciation,
      depletion, and
      amortization                                  -            1,575,589
                                              ----------        ----------

                                             $15,907,665       $19,974,679
   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 13,237,716)     ( 14,614,023)
                                              ----------        ----------
         Net oil and gas
            properties                       $ 2,669,949       $ 5,360,656
                                              ==========        ==========




                                      F-52
<PAGE>



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

                                                1997              1996
                                            ------------      -------------
   Proved properties                         $9,402,262        $10,461,319
   Unproved properties,
      not subject to
      depreciation,
      depletion, and
      amortization                                 -               754,938
                                              ---------         ----------

                                             $9,402,262        $11,216,257
   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 7,903,114)      (  8,361,737)
                                              ---------         ----------
         Net oil and gas
            properties                       $1,499,148        $ 2,854,520
                                              =========         ==========


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

                                                1997              1996
                                            -------------     -------------
   Proved properties                         $19,627,883       $20,126,262
   Unproved properties,
      not subject to
      depreciation,
      depletion, and
      amortization                                  -            1,464,473
                                              ----------        ----------

                                             $19,627,883       $21,590,735
   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 16,185,252)     ( 15,862,837)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 3,442,631       $ 5,727,898
                                              ==========        ==========




                                      F-53
<PAGE>



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

                                                1997              1996
                                            -------------     -------------
   Proved properties                         $12,187,201       $12,203,296
   Unproved properties,
      not subject to
      depreciation,
      depletion, and
      amortization                                  -              446,756
                                              ----------        ----------

                                             $12,187,201       $12,650,052
   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        (  9,975,953)     (  9,179,558)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 2,211,248       $ 3,470,494
                                              ==========        ==========

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

                                                1997              1996
                                            -------------     -------------
   Proved properties                         $34,159,634       $35,818,810
   Unproved properties,
      not subject to
      depreciation,
      depletion, and
      amortization                                  -              850,663
                                              ----------        ----------

                                             $34,159,634       $36,669,473
   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 25,442,705)     ( 23,847,364)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 8,716,929       $12,822,109
                                              ==========        ==========




                                      F-54
<PAGE>



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

                                                1997              1996
                                            -------------     -------------
   Proved properties                         $16,673,217       $17,692,891
   Unproved properties,
      not subject to
      depreciation,
      depletion, and
      amortization                                  -              806,386
                                             -----------        ----------

                                             $16,673,217       $18,499,277
   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 13,068,552)     ( 11,191,790)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 3,604,665       $ 7,307,487
                                              ==========        ==========

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

                                                1997              1996
                                            ------------      -------------
   Proved properties                         $9,602,310        $10,155,073
   Unproved properties,
      not subject to
      depreciation,
      depletion, and
      amortization                                 -               438,666
                                              ---------         ----------

                                             $9,602,310        $10,593,739
   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 7,461,021)      (  6,442,854)
                                              ---------         ----------

         Net oil and gas
            properties                       $2,141,289        $ 4,150,885
                                              =========         ==========





                                      F-55
<PAGE>



      Costs Incurred

      The  III-A  and  III-B   Partnerships   incurred   $35,246  and   $23,248,
respectively,  in acquisition costs 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,
1997,  1996, and 1995. Costs incurred by the Partnerships in connection with oil
and gas property  development  activities for the years ended December 31, 1997,
1996, and 1995 were as follows:

            Partnership         1997          1996         1995
            -----------       --------      --------     --------

               III-A          $ 40,203      $ 4,548      $ 36,695
               III-B            20,491       21,881        48,179
               III-C           104,670       24,068        98,870
               III-D               579       24,953        26,512
               III-E            65,616       37,987       339,148
               III-F            34,952       12,107       363,847
               III-G            28,338       19,668       203,544


      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, 1997, 1996 and
1995 were  estimated  by  petroleum  engineers  employed  by  affiliates  of the
Partnerships.  Certain  reserve  information was reviewed by Ryder Scott Company
Petroleum Engineers,  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-56
<PAGE>



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

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

Proved reserves, Dec. 31, 1994                   193,207        7,824,458
   Production                                   ( 58,590)      (1,798,692)
   Sale of minerals in
      place                                     (    169)      (   50,765)
   Revision of previous
      estimates                                   38,553        1,021,351
                                                 -------        ---------

Proved reserves, Dec. 31, 1995                   173,001        6,996,352
   Production                                   ( 46,923)      (1,268,943)
   Sale of minerals in
      place                                     (  1,434)      (  417,113)
   Revision of previous
      estimates                                   29,255          871,973
                                                 -------        ---------

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

PROVED DEVELOPED RESERVES:
   December 31, 1995                             173,001        6,996,352
                                                 =======        =========
   December 31, 1996                             142,520        5,999,778
                                                 =======        =========
   December 31, 1997                             101,190        5,027,338
                                                 =======        =========





                                      F-57
<PAGE>



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

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

Proved reserves, Dec. 31, 1994                   127,059        3,885,285
   Production                                   ( 42,818)      (  900,882)
   Sale of minerals in
      place                                     (     67)      (   21,437)
   Extensions and discoveries                         78           87,619
   Revision of previous
      estimates                                   38,664          414,386
                                                 -------        ---------

Proved reserves, Dec. 31, 1995                   122,916        3,464,971
   Production                                   ( 37,849)      (  642,152)
   Sale of minerals in
     place                                      (    624)      (  186,418)
   Revision of previous
      estimates                                   36,520          331,501
                                                 -------        ---------

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

PROVED DEVELOPED RESERVES:
   December 31, 1995                             122,916        3,464,971
                                                 =======        =========
   December 31, 1996                             117,345        2,906,514
                                                 =======        =========
   December 31, 1997                              89,784        2,462,219
                                                 =======        =========





                                      F-58
<PAGE>



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

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

Proved reserves, Dec. 31, 1994                   113,208        8,872,750
   Production                                   ( 26,926)      (1,662,411)
   Sale of minerals in
      place                                     (    720)      (   14,529)
   Extensions and discoveries                     14,324          248,512
   Revision of previous
      estimates                                    8,582          457,888
                                                 -------        ---------

Proved reserves, Dec. 31, 1995                   108,468        7,902,210
   Production                                   ( 27,429)      (1,351,525)
   Sale of minerals in
      place                                     (  1,266)      (  132,327)
   Extensions and discoveries                     10,541          157,345
   Revision of previous
      estimates                                   72,173        1,144,100
                                                 -------        ---------

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

PROVED DEVELOPED RESERVES:
   December 31, 1995                             108,372        7,856,044
                                                 =======        =========
   December 31, 1996                             162,235        7,673,323
                                                 =======        =========
   December 31, 1997                             153,112        7,157,512
                                                 =======        =========





                                      F-59
<PAGE>



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

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

Proved reserves, Dec. 31, 1994                   486,861        4,252,277
   Production                                   ( 42,166)      (1,000,561)
   Sale of minerals in
      place                                     (    171)      (      102)
   Extensions and discoveries                      1,829           25,326
   Revision of previous
      estimates                                 ( 24,439)         693,067
                                                 -------        ---------

Proved reserves, Dec. 31, 1995                   421,914        3,970,007
   Production                                   ( 41,351)      (  760,593)
   Sale of minerals in
      place                                     (    427)      (   25,031)
   Extensions and discoveries                      1,509           27,059
   Revision of previous
      estimates                                   48,985          558,104
                                                 -------        ---------

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

PROVED DEVELOPED RESERVES:
   December 31, 1995                             421,900        3,963,409
                                                 =======        =========
   December 31, 1996                             430,606        3,764,539
                                                 =======        =========
   December 31, 1997                             478,386        3,803,645
                                                 =======        =========





                                      F-60
<PAGE>



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

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

Proved reserves, Dec. 31, 1994                   2,960,656      14,764,483
   Production                                   (  256,992)    ( 3,030,077)
   Sale of minerals in
      place                                     (      260)    (     9,472)
   Extensions and discoveries                       18,780         178,518
   Revision of previous
      estimates                                 (  134,705)        917,407
                                                 ---------      ----------

Proved reserves, Dec. 31, 1995                   2,587,479      12,820,859
   Production                                   (  229,226)    ( 2,152,599)
   Sale of minerals in
      place                                     (    3,259)    (       190)
   Extensions and discoveries                        4,252          30,349
   Revision of previous
      estimates                                    258,393     (   922,682)
                                                 ---------      ----------

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

PROVED DEVELOPED RESERVES:
   December 31, 1995                             2,587,479      12,820,859
                                                 =========      ==========
   December 31, 1996                             2,617,639       9,775,737
                                                 =========      ==========
   December 31, 1997                             3,011,540      10,133,149
                                                 =========      ==========





                                      F-61
<PAGE>



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

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

Proved reserves, Dec. 31, 1994                   388,579        8,526,534
   Production                                   ( 78,456)      (1,107,951)
   Sale of minerals in
      place                                     (  5,270)      (   12,450)
   Extensions and discoveries                       -             153,983
   Revision of previous
      estimates                                  162,213       (  505,430)
                                                 -------        ---------

Proved reserves, Dec. 31, 1995                   467,066        7,054,686
   Production                                   ( 74,064)      (  924,827)
   Sale of minerals in
      place                                     ( 14,255)      (    8,294)
   Extensions and discoveries                      3,560             -
   Revision of previous
      estimates                                  109,006       (  454,833)
                                                 -------        ---------

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

PROVED DEVELOPED RESERVES:
   December 31, 1995                             467,066        7,054,686
                                                 =======        =========
   December 31, 1996                             491,313        5,666,732
                                                 =======        =========
   December 31, 1997                             399,746        5,603,809
                                                 =======        =========





                                      F-62
<PAGE>



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


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

Proved reserves, Dec. 31, 1994                   298,062        4,629,792
   Production                                   ( 56,567)      (  596,184)
   Sale of minerals in
      place                                     (  3,487)      (    8,770)
   Extensions and discoveries                       -              84,220
   Revision of previous
      estimates                                  114,302       (  243,507)
                                                 -------        ----------

Proved reserves, Dec. 31, 1995                   352,310        3,865,551
   Production                                   ( 54,083)      (  499,884)
   Sale of minerals in
      place                                     ( 11,160)      (   10,142)
   Extensions and discoveries                      5,358            3,275
   Revision of previous
      estimates                                   77,164       (  321,474)
                                                 -------        ---------

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

PROVED DEVELOPED RESERVES:
   December 31, 1995                             345,896        3,761,653
                                                 =======        =========
   December 31, 1996                             369,589        3,037,326
                                                 =======        =========
   December 31, 1997                             302,928        2,996,317
                                                 =======        =========


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




                                      F-63
<PAGE>



      The following tables set forth each of the Partnerships'  estimated future
net cash flows as of December  31, 1997  relating to proved oil and gas reserves
based on the standardized measure as prescribed in SFAS No. 69:


                                                     Partnership
                                          --------------------------------
                                              III-A               III-B
                                          -------------       ------------
      Future cash inflows                  $14,758,282         $7,759,358
      Future production and
         development costs                (  3,849,642)       ( 2,108,776)
                                            ----------          ---------

            Future net cash
               flows                       $10,908,640         $5,650,582

      10% discount to
         reflect timing of
         cash flows                       (  3,393,558)       ( 1,706,088 )
                                            ----------          ---------

      Standardized measure
         of discounted
         future net cash
         flows                             $ 7,515,082         $3,944,494
                                            ==========          =========


                                                     Partnership
                                          ---------------------------------
                                              III-C               III-D
                                          -------------       -------------
      Future cash inflows                  $18,813,246         $16,760,891
      Future production and
         development costs                (  5,920,122)       (  8,626,380)
                                            ----------          ----------

            Future net cash
               flows                       $12,893,124         $ 8,134,511

      10% discount to
         reflect timing of
         cash flows                       (  4,812,464)       (  2,993,979)
                                            ----------          ----------

      Standardized measure
         of discounted
         future net cash
         flows                             $ 8,080,660         $ 5,140,532
                                            ==========          ==========





                                      F-64
<PAGE>



                                                     Partnership
                                          ---------------------------------
                                              III-E               III-F
                                          -------------       -------------
      Future cash inflows                  $77,924,350         $19,572,116
      Future production and
         development costs                ( 47,654,328)       (  8,141,497)
                                            ----------          ----------

            Future net cash
               flows                       $30,270,022         $11,430,619

      10% discount to
         reflect timing of
         cash flows                       ( 12,187,290)       (  4,348,888)
                                            ----------          ----------

      Standardized measure
         of discounted
         future net cash
         flows                             $18,082,732         $ 7,081,731
                                            ==========          ==========


                                           Partnership
                                          -------------
                                              III-G
                                          -------------
      Future cash inflows                  $11,951,351
      Future production and
         development costs                (  5,206,140)
                                            ----------

            Future net cash
               flows                       $ 6,745,211

      10% discount to
         reflect timing of
         cash flows                       (  2,571,190)
                                            ----------

      Standardized measure
         of discounted
         future net cash
         flows                             $ 4,174,021
                                            ==========


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-65
<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,  1997  using oil and gas prices of $16.25 per barrel and $2.32 per
Mcf, respectively.





                                      F-66
<PAGE>



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



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

4.1         The  Certificate  and  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-A          February 20, 1990       0-18302
                     III-B          March 30, 1990          0-18636
                     III-C          March 30, 1990          0-18634
                     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

4.2         Advisory  Agreement  dated as of November 24, 1992  between  Samson,
            PaineWebber,  Geodyne Resources,  Geodyne Properties,  Inc., Geodyne
            Production Company, and Geodyne Energy Company filed as Exhibit 28.3
            to Registrant's  Current Report on Form 8-K on December 24, 1992 and
            is hereby incorporated by reference.

4.3         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Energy Income  Limited  Partnership  III-A,  filed as Exhibit 4.1 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.

4.4         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Energy Income  Limited  Partnership  III-B,  filed as Exhibit 4.2 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.

4.5         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Energy Income  Limited  Partnership  III-C,  filed as Exhibit 4.3 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.




                                      F-67
<PAGE>



4.6         Second  Amendment  to Agreement  of Limited  Partnership  of 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.

4.7         Second  Amendment  to Agreement  of Limited  Partnership  of 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.

4.8         Second  Amendment  to Agreement  of Limited  Partnership  of 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.

4.9         Second  Amendment  to Agreement  of Limited  Partnership  of 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.

4.10        Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Energy Income Limited  Partnership  III-A,  filed as Exhibit 4.10 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  1995  filed  with  the  SEC on  April  1,  1996  and is  hereby
            incorporated by reference.

4.11        Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Energy Income Limited  Partnership  III-B,  filed as Exhibit 4.11 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  1995  filed  with  the  SEC on  April  1,  1996  and is  hereby
            incorporated by reference.

4.12        Third  Amendment  to  Agreement  of Limited  Partnership  of 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.

4.13        Third  Amendment  to  Agreement  of Limited  Partnership  of 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-68
<PAGE>



4.14        Third  Amendment  to  Agreement  of Limited  Partnership  of 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.

4.15        Third  Amendment  to  Agreement  of Limited  Partnership  of 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.

4.16        Third  Amendment  to  Agreement  of Limited  Partnership  of 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.

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

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

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

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

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

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

*23.7       Consent of Ryder Scott Company,  Petroleum Engineers 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, 1997 and for the year ended
            December 31, 1997.

*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, 1997 and for the year ended
            December 31, 1997.




                                      F-69
<PAGE>



*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, 1997 and for the year ended
            December 31, 1997.

*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, 1997 and for the year ended
            December 31, 1997.

*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, 1997 and for the year ended
            December 31, 1997.

*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, 1997 and for the year ended
            December 31, 1997.

*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, 1997 and for the year ended
            December 31, 1997.

            All other Exhibits are omitted as inapplicable.

      ----------

      * Filed herewith.