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

For the fiscal year ended December 31, 2004

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


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

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

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

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

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

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





                                      -1-
<PAGE>



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

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

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

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

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

      DOCUMENTS INCORPORATED BY REFERENCE: None



                                      -2-
<PAGE>




                                   FORM 10-K
                               TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES.................................................9
      ITEM 3.     LEGAL PROCEEDINGS.........................................25
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......26

PART II.....................................................................26
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......26
      ITEM 6.     SELECTED FINANCIAL DATA...................................28
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................35
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................58
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............59
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................59
      ITEM 9A.    CONTROLS AND PROCEDURES...................................59
      ITEM 9B.    OTHER INFORMATION.........................................59

PART III....................................................................59
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...59
      ITEM 11.    EXECUTIVE COMPENSATION....................................61
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................68
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............69
      ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES....................71

PART IV.....................................................................72
      ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES................72

      SIGNATURES............................................................83





                                      -3-
<PAGE>



                                     PART I

ITEM 1.     BUSINESS

      General

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

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

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

      The  General  Partner  currently  serves as general  partner of 26 limited
partnerships  and is a  wholly-owned  subsidiary of Samson  Investment  Company.
Samson Investment Company and its various corporate subsidiaries,  including the
General Partner (collectively "Samson"), are primarily engaged in the production
and  development of and exploration for oil and gas reserves and the acquisition
and  operation of  producing  properties.  At December  31,  2004,  Samson owned
interests in approximately  16,000 oil and gas wells located in 18 states of the
United States and the countries of Canada, Venezuela, and Australia. At December
31, 2004,  Samson operated  approximately  5,000 oil and gas wells located in 14
states of the United States as well as Canada, Venezuela, and Australia.

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



                                      -4-
<PAGE>



      As limited partnerships,  the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February  15,  2005,  Samson  employed  approximately  1,100  persons.  No
employees  are  covered by  collective  bargaining  agreements,  and  management
believes  that  Samson  provides a sound  employee  relations  environment.  For
information  regarding the executive officers of the General Partner,  see "Item
10. Directors and Executive Officers of the General Partner."

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

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

                         Initial             Extensions        Current
   Partnership       Termination Date        Exercised     Termination Date
   -----------      ------------------       ---------     -----------------
      III-A         November 22, 1999             3        November 22, 2005
      III-B         January 24, 2000              3        December 31, 2005
      III-C         February 28, 2000             3        December 31, 2005
      III-D         September 5, 2000             3        December 31, 2005
      III-E         December 26, 2000             3        December 31, 2005
      III-F         March 7, 2001                 3        December 31, 2005

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


      Funding

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



                                      -5-
<PAGE>



      Principal Products Produced and Services Rendered

      The  Partnerships'  sole  business  is  the  production  of,  and  related
incidental  development  of,  oil and gas.  The  Partnerships  do not  refine or
otherwise  process crude oil and  condensate.  The  Partnerships do not hold any
patents,  trademarks,  licenses,  or  concessions  and are  not a  party  to any
government  contracts.  The  Partnerships  have no  backlog of orders and do not
participate in research and development  activities.  The  Partnerships  are not
presently  encountering  shortages  of  oilfield  tubular  goods,   compressors,
production material, or other equipment.  However,  substantial increases in the
price of steel may increase the costs of any future  workover,  recompletion  or
drilling activities conducted by the Partnerships.


      Competition and Marketing

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

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

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

      It is not  possible to predict the future  direction of oil or natural gas
prices or whether the above  discussed  trends  will  remain.  Operating  costs,
including General and Administrative  Expenses, may not decline over time or may
experience  only a gradual  decline,  thus  adversely  affecting net revenues as
either production or oil and natural gas prices decline. In any



                                      -6-
<PAGE>



particular  period,  net  revenues may also be affected by either the receipt of
proceeds from property sales or the incursion of additional costs as a result of
well workovers, recompletions, new well drilling, and other events.


      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 2004:

      Partnership             Purchaser                     Percentage
      -----------       ------------------------            ----------
         III-A          Eaglwing Trading, Inc.
                          ("Eaglwing")                         26.9%
                        Gulfterra Central Point
                           Allocation ("Gulfterra")            12.2%

         III-B          Eaglwing                               33.8%
                        Gulfterra                              11.0%

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

         III-D          Cinergy                                19.1%
                        ONEOK                                  18.0%
                        Eaglwing                               16.2%
                        Duke                                   14.1%
                        ONEOK FSC                              10.8%

         III-E          Eaglwing                               24.4%
                        Duke                                   15.1%
                        Mountain Gas Resources, Inc.
                          ("Mountain")                         13.5%
                        Sempra Energy Trading Corp.
                          ("Sempra")                           11.6%
                        Hunt Crude Oil Supply Company          10.4%

         III-F          Mountain                               23.1%
                        Sempra                                 19.8%
                        Eaglwing                               18.4%
                        Duke                                   14.7%


      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



                                      -7-
<PAGE>



the  Partnerships'  pipeline   transporters,   the  Partnerships  may  encounter
difficulty  in marketing  their gas and in  maintaining  historic  sales levels.
Management  does  not  expect  any of  its  open  access  transporters  to  seek
authorization to terminate their transportation  services.  Even if the services
were  terminated,  management  believes  that  alternatives  would be  available
whereby the Partnerships would be able to continue to market their gas.

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


      Oil, Gas, and Environmental Control Regulations

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

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



                                      -8-
<PAGE>



noncompliance,  may increase  the cost of the  Partnerships'  operations  or may
affect  the  Partnerships'   ability  to  timely  complete  existing  or  future
activities.  Management  anticipates  that  various  local,  state,  and federal
environmental  control  agencies will have an  increasing  impact on oil and gas
operations.


      Insurance Coverage

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


ITEM 2.     PROPERTIES

      Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 2004.

                              Well Statistics(1)
                            As of December 31, 2004

               Number of Gross Wells(2)            Number of Net Wells(3)
              --------------------------          -------------------------
 P/ship       Total       Oil       Gas            Total      Oil      Gas
--------      -----       ---       ---            ------    -----    -----
 III-A         218         50       168            13.38      2.50    10.88
 III-B         188         41       147             8.37      3.31     5.06
 III-C         223         41       182            23.38      6.52    16.86
 III-D         127         43        84            12.82      5.19     7.63
 III-E         155         10       145            23.49      1.85    21.64
 III-F         377        270       107            16.50      6.45    10.05
----------
(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.



                                      -9-
<PAGE>



(3)   As  used  in this  Annual  Report,  "net  well"  refers  to the sum of the
      fractional  working  interests  owned in gross wells.  For example,  a 15%
      working interest in a well represents one gross well, but 0.15 net well.


      Drilling Activities

      During the year ended  December 31,  2004,  the  Partnerships  directly or
indirectly participated in the drilling activities described below.

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

III-A P/ship
------------
Lorenz #7-7         Washita      OK       -        .0005    Gas   Producing
Rancho Blanco       Webb         TX       -        .0062    Gas   Producing
  #30
Tribal C 4B         Rio Arriba   NM       -        .0003    Gas   Producing
Jenney #1B          Rio Arriba   NM       -        .0016    N/A   In progress
Hoyt #2C            Rio Arriba   NM       -        .0002    N/A   Shut-in
  (MV/Dakota)


III-B P/ship
------------
Lorenz #7-7         Washita      OK       -        .0003    Gas   Producing
Rancho Blanco       Webb         TX       -        .0029    Gas   Producing
  #30
Tribal C 4B         Rio Arriba   NM       -        .0001    Gas   Producing
Jenney #1B          Rio Arriba   NM       -        .0007    N/A   In progress
Hoyt #2C            Rio Arriba   NM       -        .0001    N/A   Shut-in
  (MV/Dakota)


III-C P/ship
------------
Lawles #1-21        Caddo        OK       -        .0019    Gas   Producing
Thomas #4-5         Harper       OK       -        .0004    Gas   Shut-in
Pinkerton #1-6      Blaine       OK    .0046       .0046    Gas   Producing
Sophia #2           Wheeler      TX       -        .0031    Gas   Producing
Shonda #1-14        Grady        OK       -        .0032    Gas   Producing
  (RY)
Fresca #1-24        Roger        OK       -        .0049    Gas   Producing
                     Mills
BK #5-11            Washita      OK       -        .0002    Gas   Producing
Mickey #3-34        Pittsburg    OK    .0015       .0015    Gas   Producing
Pluto #3-26         Pittsburg    OK    .0015       .0015    Gas   Producing
Greer #1            Pittsburg    OK    .0139       .0109    Gas   Shut-in
Yates #1-33         Pittsburg    OK    .0078       .0078    Gas   Shut-in
Mickey #2-34        Pittsburg    OK    .0015       .0015    Gas   Producing



                                      -10-
<PAGE>



Verner #1-3(RY)     Pittsburg    OK       -        .0037    Gas   Producing
McWilliams          Pittsburg    OK       -        .0003    Gas   Producing
  No. 1-23
Viets, #2 N         Noble        OK    .0040       .0040    Oil   In progress
Summers #1-27D      Hughes       OK       -        .0029    Gas   Producing
Summers #1H-27      Hughes       OK       -        .0029    Gas   Shut-in
Sellers #3-35       Hughes       OK       -        .0043    Gas   Producing
Davis Garry 20      Kay          OK       -        .0008    Oil   Producing
  (RY)
Davis Garry 21      Kay          OK       -        .0008    Oil   Producing
  (RY)
Rancho Blanco       Webb         TX       -        .0012    Gas   Producing
  #30
Loving 1 State      Eddy         NM       -        .0103    Gas   Producing
  #4
Tribal C 4B         Rio Arriba   NM       -        .0001    Gas   Producing
Jenney #1B          Rio Arriba   NM       -        .0003    N/A   Producing
Lulu #1-22          Stephens     OK    .1323       .1072    Gas   Producing
Renete #3-25        Stephens     OK       -        .0003    Gas   Producing
  (RY)
Hoyt #2C            Rio Arriba   NM       -        .0000*   N/A   Shut-in
  (MV/Dakota)
Higgins #2H-10      Roger        OK       -        .0010    Gas   Producing
                     Mills
Wooley Carlene      Roger        OK       -        .0001    Gas   Producing
  4 #1               Mills


III-D P/ship
------------
Lawles #1-21        Caddo        OK       -        .0003    Gas   Producing
Thomas #4-5         Harper       OK       -        .0001    Gas   Shut-in
Pinkerton #1-6      Blaine       OK    .0007       .0007    Gas   Producing
Sophia #2           Wheeler      TX       -        .0026    Gas   Producing
Shonda #1-14        Grady        OK       -        .0005    Gas   Producing
  (RY)
Fresca #1-24        Roger        OK       -        .0007    Gas   Producing
                     Mills
BK #5-11            Washita      OK       -        .0000*   Gas   Producing
Mickey #3-34        Pittsburg    OK    .0002       .0002    Gas   Producing
Pluto #3-26         Pittsburg    OK    .0002       .0002    Gas   Producing
Greer #1            Pittsburg    OK    .0020       .0016    Gas   Shut-in
Yates #1-33         Pittsburg    OK    .0011       .0011    Gas   Shut-in
Mickey #2-34        Pittsburg    OK    .0002       .0002    Gas   Producing
Verner #1-3(RY)     Pittsburg    OK       -        .0005    Gas   Producing
McWilliams          Pittsburg    OK       -        .0000*   Gas   Producing
  #1-23
Viets, #2 N         Noble        OK    .0006       .0006    Oil   In progress
Summers #1-27D      Hughes       OK       -        .0004    Gas   Producing
Summers #1H-27      Hughes       OK       -        .0004    Gas   Shut-in
Sellers #3-35       Hughes       OK       -        .0006    Gas   Producing
Davis Garry 20      Kay          OK       -        .0001    Oil   Producing
  (RY)




                                      -11-
<PAGE>



Davis Garry 21      Kay          OK       -        .0001    Oil   Producing
  (RY)
Loving 1 State      Eddy         NM       -        .0086    Gas   Producing
  #4
Lulu #1-22          Stephens     OK    .0189       .0154    Gas   Producing
Renete #3-25        Stephens     OK       -        .0017    Gas   Producing
  (RY)
Higgins #2H-10      Roger        OK       -        .0002    Gas   Producing
                     Mills
Wooley Carlene      Roger        OK       -        .0000*   Gas   Producing
  4 #1               Mills


III-E P/ship
------------
Hay Reservoir       Sweetwater   WY       -        .0026    Gas   Producing
  Unit #83
Hay Reservoir       Sweetwater   WY       -        .0026    Gas   Producing
  Unit #84
Debrugge #1         Sweetwater   WY       -        .0266    Gas   Producing
Hayden 5175-27-     Campbell     WY       -        .0023    Gas   Shut-in
  11WA
St 5175-16-11CA     Campbell     WY       -        .0000*   Gas   Shut-in
Hayden 5175-27      Campbell     WY       -        .0023    Oil   Shut-in
  43CA
St 5175-16-23CA     Campbell     WY       -        .0000*   N/A   Shut-in
St 5175-16-31CA     Campbell     WY       -        .0000*   N/A   Shut-in
St 5175-16-33CA     Campbell     WY       -        .0000*   N/A   Shut-in
St 5175-16-43CA     Campbell     WY       -        .0000*   N/A   Shut-in
St 5175-16-41CA     Campbell     WY       -        .0000*   N/A   Shut-in
St 5175-16-21CA     Campbell     WY       -        .0000*   N/A   Shut-in
St 5175-16-13CA     Campbell     WY       -        .0000*   N/A   Shut-in
St 5175-16-13WA     Campbell     WY       -        .0000*   N/A   Shut-in
St 5175-16-21WA     Campbell     WY       -        .0000*   N/A   Shut-in
St 5175-16-31WA     Campbell     WY       -        .0000*   N/A   Shut-in
St 5175-16-33WA     Campbell     WY       -        .0000*   N/A   Shut-in
St 5175-16-41WA     Campbell     WY       -        .0000*   N/A   Shut-in
St 5175-16-43WA     Campbell     WY       -        .0000*   N/A   Shut-in

III-F P/ship
------------
Hay Reservoir       Sweetwater   WY       -        .0022    Gas   Producing
  Unit #83
Hay Reservoir       Sweetwater   WY       -        .0022    Gas   Producing
  Unit #84
Debrugge #1         Sweetwater   WY       -        .0223    Gas   Producing

---------------
*Revenue interest is less than 0.00005.



                                      -12-
<PAGE>




      Oil and Gas Production, Revenue, and Price History

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



                                      -13-
<PAGE>




                              Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2004           2003        2002
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           37,123         45,080      54,340
   Gas (Mcf)                           460,303        516,905     908,912

Oil and gas sales:
   Oil                              $1,481,826     $1,336,984  $1,316,966
   Gas                               2,656,074      2,702,323   2,558,132
                                     ---------      ---------   ---------
      Total                         $4,137,900     $4,039,307  $3,875,098
                                     =========      =========   =========
Total direct operating
  expenses                          $  834,758     $  836,517  $  915,252
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         20.2%          20.7%       23.6%

Average sales price:
   Per barrel of oil                    $39.92         $29.66      $24.24
   Per Mcf of gas                         5.77           5.23        2.81

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 7.33         $ 6.37      $ 4.45



                                      -14-
<PAGE>



                               Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2004           2003        2002
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           25,395         31,275      39,042
   Gas (Mcf)                           190,781        243,753     486,057

Oil and gas sales:
   Oil                              $1,013,900     $  931,510  $  949,685
   Gas                               1,116,553      1,276,052   1,326,476
                                     ---------      ---------   ---------
      Total                         $2,130,453     $2,207,562  $2,276,161
                                     =========      =========   =========
Total direct operating
   expenses                         $  486,490     $  509,231  $  622,936
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         22.8%          23.1%       27.4%

Average sales price:
   Per barrel of oil                    $39.93         $29.78      $24.32
   Per Mcf of gas                         5.85           5.24        2.73

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 8.51         $ 7.08      $ 5.19




                                      -15-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    -------------------------------------
                                       2004           2003        2002
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                            9,551         13,872      14,716
   Gas (Mcf)                           548,555        668,059     817,975

Oil and gas sales:
   Oil                              $  371,357     $  416,104  $  361,020
   Gas                               2,963,161      3,185,294   2,379,868
                                     ---------      ---------   ---------
      Total                         $3,334,518     $3,601,398  $2,740,888
                                     =========      =========   =========
Total direct operating
   expenses                         $  859,862     $  868,275  $  858,126
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         25.8%          24.1%       31.3%

Average sales price:
   Per barrel of oil                    $38.88         $30.00      $24.53
   Per Mcf of gas                         5.40           4.77        2.91

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 8.52         $ 6.93      $ 5.68




                                      -16-
<PAGE>




                              Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2004          2003(1)     2002(1)
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                            8,411         12,909      10,901
   Gas (Mcf)                           293,250        376,825     485,485

Oil and gas sales:
   Oil                              $  318,494     $  365,101  $  263,604
   Gas                               1,576,403      1,749,495   1,359,890
                                     ---------      ---------   ---------
      Total                         $1,894,897     $2,114,596  $1,623,494
                                     =========      =========   =========
Total direct operating
   expenses                         $  494,353     $  528,430  $  560,114
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         26.1%          25.0%       34.5%

Average sales price:
   Per barrel of oil                    $37.87         $28.28      $24.18
   Per Mcf of gas                         5.38           4.64        2.80

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 8.63         $ 6.98      $ 6.10

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



                                      -17-
<PAGE>




                              Net Production Data

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

                                           Year Ended December 31,
                                   ---------------------------------------
                                       2004          2003(1)     2002(1)
                                   ----------      ----------   ----------
Production:
   Oil (Bbls)                          22,653          32,768       31,288
   Gas (Mcf)                          720,487         779,623      890,381

Oil and gas sales:
   Oil                             $  834,883      $  882,702   $  719,417
   Gas                              3,798,830       3,589,841    2,139,665
                                    ---------       ---------    ---------
      Total                        $4,633,713      $4,472,543   $2,859,082
                                    =========       =========    =========
Total direct operating
   expenses                        $1,359,631      $1,325,795   $1,284,887
                                    =========       =========    =========
Direct operating expenses
   as a percentage of oil
   and gas sales                        29.3%           29.6%        44.9%

Average sales price:
   Per barrel of oil                   $36.86          $26.94       $22.99
   Per Mcf of gas                        5.27            4.60         2.40

Direct operating expenses
   per equivalent Bbl of
   oil                                 $ 9.53          $ 8.15       $ 7.15

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



                                      -18-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    -------------------------------------
                                       2004           2003        2002
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           20,252         20,685      23,209
   Gas (Mcf)                           408,746        412,842     503,895

Oil and gas sales:
   Oil                              $  794,329     $  598,509  $  529,406
   Gas                               2,147,403      1,881,269   1,107,352
                                     ---------      ---------   ---------
      Total                         $2,941,732     $2,479,778  $1,636,758
                                     =========      =========   =========
Total direct operating
   expenses                         $  726,687     $  754,502  $  603,358
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         24.7%          30.4%       36.9%

Average sales price:
   Per barrel of oil                    $39.22         $28.93      $22.81
   Per Mcf of gas                         5.25           4.56        2.20

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 8.22         $ 8.43      $ 5.63


      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,  2004.  The
schedule  of  quantities  of proved oil and gas  reserves  was  prepared  by the
General  Partner in accordance  with the rules  prescribed by the Securities and
Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by
Ryder Scott Company,  L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report,  "proved  reserves" refers to those
estimated  quantities of crude oil, gas, and gas liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years from known oil and gas  reservoirs  under  existing  economic  and
operating conditions.

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



                                      -19-
<PAGE>



valorem taxes, and operating  expenses) and estimated future  development costs,
discounted at 10% per annum. Net present value attributable to the Partnerships'
proved  reserves  was  calculated  on the basis of  current  costs and prices at
December  31,  2004.   Such  prices  were  not   escalated   except  in  certain
circumstances   where  escalations  were  fixed  and  readily   determinable  in
accordance with applicable contract  provisions.  Oil and gas prices at December
31, 2004  ($43.36 per barrel and $6.02 per Mcf,  respectively)  were higher than
the prices in effect on December  31, 2003 ($29.25 per barrel and $5.77 per Mcf,
respectively).  This  increase in oil and gas prices has caused the estimates of
remaining  economically  recoverable  reserves,  as well as the values placed on
said reserves,  at December 31, 2004 to be higher than such estimates and values
at December  31,  2003.  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, 2004. There
can be no assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves at December 31, 2004 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, 2004(1)

   III-A Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            3,772,737
         Oil and liquids (Bbls)                                 123,403

      Net present value (discounted at
         10% per annum)                                     $12,009,256




                                      -20-
<PAGE>



   III-B Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            1,557,071
         Oil and liquids (Bbls)                                  74,694

      Net present value (discounted at
         10% per annum)                                     $ 5,576,342


   III-C Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            4,632,503
         Oil and liquids (Bbls)                                  81,674

      Net present value (discounted at
         10% per annum)                                     $11,292,927


   III-D Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            2,409,961
         Oil and liquids (Bbls)                                  81,073

      Net present value (discounted at
         10% per annum)                                     $ 6,265,244


   III-E Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            6,440,079
         Oil and liquids (Bbls)                                 158,508

      Net present value (discounted at
         10% per annum)                                     $17,294,504


   III-F Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            4,140,725
         Oil and liquids (Bbls)                                 314,866

      Net present value (discounted at
         10% per annum)                                     $13,190,015

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



                                      -21-
<PAGE>



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


      Significant Properties

      The   following   table  sets  forth  the  number  and   percent  of  each
Partnership's  total wells which are operated by affiliates of the  Partnerships
as of December 31, 2004:

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

                      III-A           21            7%
                      III-B            3            1%
                      III-C          120           23%
                      III-D          117           32%
                      III-E           46           19%
                      III-F           27            7%


      The following tables set forth certain well and reserve  information as of
December  31, 2004 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.
The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while
the Mid-Gulf Coast Basin covers Mississippi and southern Alabama. The Las Animas
Arch Basin  straddles  east Colorado and  northwest  Kansas.  Southern  Oklahoma
contains  the  Southern  Oklahoma  Folded Belt  Basin.  The Green River Basin is
located in southern Wyoming and northwest Colorado.  The Permian Basin straddles
west Texas and southeast New Mexico.



                                      -22-
<PAGE>


<TABLE>
<CAPTION>

                                     Significant Properties as of December 31, 2004
                                     ----------------------------------------------

                                                                   Wells
                                                                 Operated by
                                                                 Affiliates        Oil          Gas
                        Gross     Net       Other       Total    ------------    Reserves     Reserves      Present
     Basin              Wells     Wells     Wells(1)    Wells    Number   %(2)    (Bbl)        (Mcf)         Value
------------------      ------   -------    --------    ------   ------   ----   --------    ---------     ----------
<S>                        <C>     <C>         <C>       <C>       <C>    <C>    <C>         <C>           <C>
III-A Partnership:
     Gulf Coast            85      6.65        55        140        4      3%    104,297     1,376,164     $6,185,469
     Anadarko              38      2.30        22         60       17     28%      5,509     1,630,152      4,171,782

III-B Partnership:
     Gulf Coast            81      3.63        55        136        -      -      68,140       680,668     $3,504,020
     Anadarko              43      2.58        13         56        3      5%      1,668       497,726      1,255,399

III-C Partnership:
     Anadarko              58      6.41        66        124       28     23%      5,989     2,354,235     $5,652,461
     Southern Okla.
       Folded Belt         44      8.43        22         66       24     36%     51,576     1,352,790      3,707,048
     Permian               28      7.33        19         47       40     85%     22,861       607,913      1,056,784

III-D Partnership:
     Anadarko              36      3.57        66        102       28     27%      2,572     1,781,148     $4,274,496
     Southern Okla.
       Folded Belt         38      2.21        20         58       21     36%     44,894       143,254        842,353
     Permian               28      3.47        19         47       40     85%     18,911       493,090        836,039

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

</TABLE>




                                      -23-
<PAGE>

<TABLE>
<CAPTION>

                                     Significant Properties as of December 31, 2004
                                     ----------------------------------------------

                                                                   Wells
                                                                 Operated by
                                                                 Affiliates        Oil          Gas
                        Gross     Net       Other       Total    ------------    Reserves     Reserves       Present
     Basin              Wells     Wells     Wells(1)    Wells    Number   %(2)    (Bbl)        (Mcf)          Value
------------------      ------   -------    --------    ------   ------   ----   ---------    ---------    ----------
<S>                        <C>     <C>          <C>       <C>       <c>    <C>     <C>        <C>          <C>
III-E Partnership:
     Green River           56      4.29         20        76         -      -       19,589    2,874,864    $6,897,336
     Gulf Coast            35      4.07          9        44         4      9%      13,073    1,013,490     3,026,265
     Anadarko              22      5.27          4        26        19     73%       9,760    1,028,850     2,246,822
     East Texas             3      1.06          1         4         3     75%       2,739      887,761     2,002,426
     Mid-Gulf Coast        10      1.52          2        12         -      -      104,718        1,013     1,827,633

III-F Partnership:
     Green River           56      3.60         20        76         -      -       16,450    2,417,798    $5,802,018
     Las Animas Arch       66      1.73          -        66         -      -      158,088      275,543     2,680,324
     Anadarko              27      5.84          4        31        24     77%      19,348      940,296     2,103,208

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




                                      -24-
<PAGE>



      Title to Oil and Gas Properties

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

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


ITEM 3.     LEGAL PROCEEDINGS

      A lawsuit styled Robert W. Scott,  Individually  and as Managing Member of
R.W. Scott Investments,  LLC v. Samson Resources Company, Case No. C-01-385, was
filed in the District Court of Sweetwater County,  Wyoming on June 29, 2001. The
lawsuit seeks class action  certification  and alleges that Samson deducted from
its payments to royalty and overriding royalty owners certain charges which were
improper under the Wyoming royalty payment  statutes.  A number of these royalty
and overriding  royalty payments burdened the interests of the Partnerships.  In
February 2003, Samson made a supplemental  payment to the royalty and overriding
royalty  interest  owners who were potential class members of amounts which were
then thought to have been improperly  deducted plus statutory  interest thereon.
The applicable  portions of these refunds were recouped from the Partnerships in
the first quarter of 2003 as follows:

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

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

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

      Except  as set forth  above,  to the  knowledge  of the  General  Partner,
neither the General Partner nor the Partnerships or their properties are subject
to any litigation, the results of



                                      -25-
<PAGE>



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 2004.



                                    PART II

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As of March 3, 2005, 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                1,130
               III-B           138,336                  670
               III-C           244,536                1,060
               III-D           131,008                  560
               III-E           418,266                1,750
               III-F           221,484                  900

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

      Pursuant to the terms of the Partnership  Agreements,  the General Partner
is  obligated  to  annually  issue a  repurchase  offer  which  is  based on the
estimated future net revenues from the Partnerships'  reserves and is calculated
pursuant to the terms of the Partnership  Agreements.  Such repurchase  offer is
recalculated monthly in order to reflect cash distributions to



                                      -26-
<PAGE>



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

                       2003                         2004                2005
            -------------------------     -------------------------     ----
            1st    2nd     3rd   4th      1st   2nd     3rd    4th      1st
P/ship      Qtr.   Qtr.    Qtr.  Qtr.     Qtr.  Qtr.    Qtr.   Qtr.     Qtr.
------      ----   ----    ----  ----     ----  ----    ----   ----     ----
III-A       $16    $14     $20   $18      $16   $14     $23    $20      $18
III-B        16     13      17    14       13    11      20     17       15
III-C        16     14      26    24       22    20      24     22       20
III-D        21     18      28    25       23    22      23     21       20
III-E        24     23      22    21       19    18      18     17       16
III-F        18     18      26    24       23    21      25     24       22

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


      Cash Distributions

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

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 2003, 2004, and the first quarter of 2005:



                                      -27-
<PAGE>



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

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

      III-A      $1.78        $2.39       $3.21      $2.51
      III-B       1.85         2.41        3.05       2.45
      III-C       1.07         2.06        2.56       2.45
      III-D       1.26         2.63        3.20       2.46
      III-E        .64          .87        1.91       1.68
      III-F        .74          .70        1.72       1.56


                                    2004                          2005
                 -----------------------------------------        -----
                  1st         2nd          3rd       4th           1st
      P/ship      Qtr.        Qtr.         Qtr.      Qtr.          Qtr.
      ------     -----       -----        -----      -----        -----

      III-A      $1.81        $2.13       $2.20      $2.72        $2.58
      III-B       1.64         1.67        1.89       2.43         2.49
      III-C       1.79         1.74        1.65       1.89         1.36
      III-D       2.15         1.68        2.90(1)    1.77         1.39
      III-E       2.06          .44        3.60(1)     .62          .82
      III-F       1.35         1.55        1.50       1.40         1.91

-------------------
(1)   Includes   proceeds   from  the  sale  of  all  of  the  III-D  and  III-E
      Partnerships'  interests in the Jay-Little  Escambia Creek Field. See Part
      II, Item 7 for more information about this discontinued operation.


ITEM 6.     SELECTED FINANCIAL DATA

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




                                      -28-
<PAGE>



<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                                  2004                2003              2002              2001              2000
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $4,137,900          $4,039,307        $3,875,098        $5,425,163        $4,111,261
Net Income:
   Limited Partners             2,534,550           2,419,111         1,822,932         3,211,072         2,424,492
   General Partner                297,437             286,852           256,987           405,019           275,300
   Total                        2,831,987           2,705,963         2,079,919         3,616,091         2,699,792
Limited Partners' Net
   Income per Unit                   9.60                9.16              6.91             12.16              9.18
Limited Partners' Cash
   Distributions per
   Unit                              8.86                9.89              8.88             14.66              6.42
Total Assets                    2,577,310           2,357,510         2,465,350         3,086,819         3,585,623
Partners' Capital
   (Deficit):
   Limited Partners             2,410,880           2,213,330         2,405,219         2,927,287         3,587,215
   General Partner            (    88,506)        (   104,097)       (   87,091)      (   114,834)      (   132,196)
Number of Units
   Outstanding                    263,976             263,976           263,976           263,976           263,976

</TABLE>


                                      -29-
<PAGE>


<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                                  2004                2003              2002              2001              2000
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $2,130,453          $2,207,562        $2,276,161        $3,146,463        $2,462,438
Net Income:
   Limited Partners             1,154,435           1,171,730           916,420         1,701,127         1,364,829
   General Partner                219,288             227,153           216,453           348,971           264,081
   Total                        1,373,723           1,398,883         1,132,873         2,050,098         1,628,910
Limited Partners' Net
   Income per Unit                   8.35                8.47              6.62             12.30              9.87
Limited Partners' Cash
   Distributions per
   Unit                              7.63                9.76              9.39             14.44              7.34
Total Assets                    1,379,422           1,270,257         1,390,931         1,830,746         2,069,748
Partners' Capital
   (Deficit):
   Limited Partners             1,277,659           1,178,224         1,357,494         1,741,074         2,037,947
   General Partner            (    58,429)        (    68,928)      (    48,554)      (    67,276)      (    38,756)
Number of Units
   Outstanding                    138,336             138,336           138,336           138,336           138,336

</TABLE>


                                      -30-
<PAGE>


<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                                  2004                2003              2002              2001              2000
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $3,334,518          $3,601,398        $2,740,888        $4,371,115        $4,150,431
Net Income:
   Limited Partners             1,531,505           2,016,059         1,178,582         2,653,485         2,554,851
   General Partner                213,797             243,670           158,236           163,926           143,251
   Total                        1,745,302           2,259,729         1,336,818         2,817,411         2,698,102
Limited Partners' Net
   Income per Unit                   6.26                8.24              4.82             10.85             10.45
Limited Partners' Cash
   Distributions per
   Unit                              7.07                8.14              4.77             16.36              8.45
Total Assets                    2,790,409           2,902,685         2,751,198         2,627,295         3,949,266
Partners' Capital
   (Deficit):
   Limited Partners             2,345,365           2,542,860         2,517,801         2,507,219         3,854,734
   General Partner            (   136,932)        (   153,480)      (   150,636)      (   175,495)      (   152,824)
Number of Units
   Outstanding                    244,536             244,536           244,536           244,536           244,536

</TABLE>


                                      -31-
<PAGE>


<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                                  2004               2003(1)           2002(1)           2001(1)           2000(1)
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $1,894,897          $2,114,596        $1,623,494        $2,424,490        $2,353,421
Income (Loss) from:
   Continuing Operations        1,136,358           1,335,178           776,273         1,541,967         1,554,143
   Discontinued
     Operations               (    86,127)            111,356            22,377           195,103           448,623
Net Income:
   Limited Partners               936,644           1,293,974           705,530         1,630,013         1,893,355
   General Partner                113,587             155,435            93,120           107,057           109,411
   Total                        1,050,231           1,449,409           798,650         1,737,070         2,002,766
Limited Partners' Net
   Income per Unit                   7.15                9.88              5.39             12.44             14.45
Limited Partners' Cash
   Distributions per
   Unit                              8.50                9.55              3.75             19.36             13.21
Total Assets                    1,370,609           1,731,542         1,458,550         1,157,930         1,987,262
Partners' Capital
   (Deficit):
   Limited Partners               951,972           1,129,328         1,086,354           872,824         1,779,811
   General Partner            (    55,158)        (    47,561)      (    50,949)      (    72,956)      (    58,871)
Number of Units
   Outstanding                    131,008             131,008           131,008           131,008           131,008

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

</TABLE>



                                      -32-
<PAGE>


<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                                  2004               2003(1)           2002(1)           2001(1)           2000(1)
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $4,633,713          $4,472,543        $2,859,082        $4,752,859        $5,183,231
Income (Loss) from:
   Continuing Operations        2,599,547           2,519,727           777,174         2,722,457         4,125,509
   Discontinued
     Operations               (   598,888)            785,456           149,044         1,283,442         3,205,076
Net Income:
   Limited Partners             1,782,244           2,940,848           798,510         3,744,610         6,952,136
   General Partner                218,415             367,060           127,708           261,289           378,449
   Total                        2,000,659           3,307,908           926,218         4,005,899         7,330,585
Limited Partners' Net
   Income per Unit                   4.26                7.03              1.91              8.95             16.62
Limited Partners' Cash
   Distributions per
   Unit                              6.72                5.10               .63             14.81             15.73
Total Assets                    4,254,283           6,654,923         4,442,417         3,768,636         6,138,734
Partners' Capital
   (Deficit):
   Limited Partners             3,277,777           4,302,533         3,492,685         2,960,175         5,410,565
   General Partner            (   316,058)        (   177,234)      (   250,684)      (   286,758)      (   240,721)
Number of Units
   Outstanding                    418,266             418,266           418,266           418,266           418,266
----------

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

</TABLE>


                                      -33-
<PAGE>

<TABLE>
<CAPTION>


                                                 Selected Financial Data

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

                                  2004                2003              2002              2001              2000
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $2,941,732          $2,479,778        $1,636,758        $2,934,300        $3,437,321
Net Income:
   Limited Partners             1,694,433           1,176,685           460,816         1,782,241         2,142,067
   General Partner                 95,789              70,747            35,680           103,349           125,735
   Total                        1,790,222           1,247,432           496,496         1,885,590         2,267,802
Limited Partners' Net
   Income per Unit                   7.65                5.31              2.08              8.05              9.67
Limited Partners' Cash
   Distributions per
   Unit                              5.80                4.72              2.60             13.62              9.59
Total Assets                    2,994,343           2,592,302         2,427,147         2,369,806         3,638,555
Partners' Capital
   (Deficit):
   Limited Partners             2,783,155           2,374,722         2,245,037         2,359,221         3,593,980
   General Partner            (   142,055)        (   156,356)      (   159,621)      (   161,655)      (   135,914)
Number of Units
   Outstanding                    221,484             221,484           221,484           221,484           221,484

</TABLE>




                                      -34-
<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.


      Discontinued Operations

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

      The sale of the Jay Field  interests  will  impact the  continuing  future
operations of the III-D and III-E  Partnerships.  It is  anticipated  that these
Partnerships will have lower lease operating costs, lower oil and gas sales, and
a reduction in their asset retirement  obligations.  However,  routine audits of
joint interest billings by an unaffiliated  non-operator after the close date of
the sale resulted in additional expenses of approximately  $76,000 and $544,000,
respectively, billed to the



                                      -35-
<PAGE>



III-D and III-E  Partnerships.  The expenses represent costs incurred before the
effective  date of the sale.  The reader  should refer to Note 6 -  Discontinued
Operations to the consolidated  financial statements included in Part II, Item 8
of this Annual Report on Form 10-K for  additional  information  regarding  this
matter.


      General Discussion

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

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

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

      In addition to pricing, the level of net revenues is also highly dependent
upon the total  volumes of oil and natural gas sold.  Oil and gas  reserves  are
depleting  assets and will  experience  production  declines over time,  thereby
likely  resulting  in  reduced  net  revenues.  Despite  this  general  trend of
declining production, several factors can cause the volumes of



                                      -36-
<PAGE>



oil and gas sold to increase or  decrease at an even  greater  rate over a given
period.  These  factors  include,  but  are  not  limited  to,  (i)  geophysical
conditions  which cause an acceleration  of the decline in production,  (ii) the
shutting in of wells (or the opening of previously shut-in wells) due to low oil
and gas prices (or high oil and gas prices), mechanical difficulties,  loss of a
market or transportation,  or performance of workovers,  recompletions, or other
operations in the well, (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, 2004 as compared to the year ended  December 31, 2003,  and for the
year ended December 31, 2003 as compared to the year ended December 31, 2002.



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

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

      Total oil and gas sales  increased  $98,593  (2.4%) in 2004 as compared to
2003. Of this increase,  approximately $381,000 and $250,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by decreases  of  approximately  $236,000 and  $296,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 7,957 barrels and 56,602 Mcf,  respectively,  in 2004
as compared to 2003.  The decrease in volumes of oil sold was  primarily  due to
(i) normal  declines in production and (ii) the  shutting-in of one  significant
well during late 2004 due to mechanical problems.  As of the date of this Annual
Report, the shut-in well has returned



                                      -37-
<PAGE>



to  production.  The decrease in volumes of gas sold was primarily due to normal
declines  in  production,  which was  partially  offset by the  receipt of first
revenues  on one  significant  well  during  2004.  Average  oil and gas  prices
increased  to $39.92 per barrel  and $5.77 per Mcf,  respectively,  in 2004 from
$29.66 per barrel and $5.23 per Mcf, respectively, in 2003.

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

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $20,906  (11.2%)  in 2004 as  compared  to 2003.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward revisions in the estimates of remaining oil and gas reserves during 2004.
These decreases were partially offset by the abandonment of one significant well
during 2004 following an unsuccessful  recompletion  attempt. As a percentage of
oil and gas sales,  this  expense  decreased  to 4.0% in 2004 from 4.6% in 2003.
This   percentage   decrease  was  primarily  due  to  the  dollar  decrease  in
depreciation, depletion, and amortization of oil and gas properties.

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

      The Limited Partners have received cash distributions through December 31,
2004 totaling $38,896,701 or 147.35% of Limited Partners' capital contributions.


                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                     -------------------------------------

      Total oil and gas sales  increased  $164,209 (4.2%) in 2003 as compared to
2002. Of this increase,  approximately  $244,000 and  $1,247,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases  were  partially  offset by  decreases of  approximately  $224,000 and
$1,103,000,  respectively,  related to decreases in volumes of oil and gas sold.
Volumes  of  oil  and  gas  sold  decreased   9,260  barrels  and  392,007  Mcf,
respectively,  in 2003 as compared to 2002.  The decrease in volumes of oil sold
was primarily due to normal declines in production, which decrease was partially



                                      -38-
<PAGE>



offset by an increase in production  during 2003 on one significant  well due to
the successful workover of that well during mid 2002. The decrease in volumes of
gas  sold  was  primarily  due  to  (i)  positive  prior  period  gas  balancing
adjustments on two significant wells during 2002, (ii) a substantial  decline in
production  during 2003 on one  significant  well following the workover of that
well during early 2002, and (iii) normal declines in production. The well with a
substantial  decline in production is not expected to return to previously  high
levels of production.  Average oil and gas prices increased to $29.66 per barrel
and $5.23 per Mcf,  respectively,  in 2003 from  $24.24 per barrel and $2.81 per
Mcf, respectively, in 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $78,735 (8.6%) in 2003 as compared to 2002.  This
decrease  was  primarily  due to (i) a  decrease  in  lease  operating  expenses
associated  with the  decreases  in volumes of oil and gas sold,  (ii)  positive
prior period lease operating expense adjustments on two significant wells during
2002, and (iii) workover expenses incurred on two other significant wells during
2002. As a percentage of oil and gas sales, these expenses decreased to 20.7% in
2003 from 23.6% in 2002.  This  percentage  decrease  was  primarily  due to the
increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $366,320  (66.3%) in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) the decreases in volumes of oil and gas sold,  (ii) several
wells being fully  depleted  in 2002 due to the lack of  remaining  economically
recoverable  reserves,  and (iii) upward revisions in the estimates of remaining
oil and gas reserves at December 31, 2003. As a percentage of oil and gas sales,
this  expense  decreased  to 4.6% in 2003 from  14.3% in 2002.  This  percentage
decrease was primarily due to the dollar  decrease in  depreciation,  depletion,
and amortization of oil and gas properties.

      General and  administrative  expenses  increased  $3,208 (1.0%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses decreased
to 7.8% in 2003 from 8.1% in 2002.



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

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

      Total oil and gas sales  decreased  $77,109  (3.5%) in 2004 as compared to
2003. Of this decrease,  approximately $175,000 and $277,000, respectively, were
related to decreases in volumes of



                                      -39-
<PAGE>



oil and gas  sold.  These  decreases  were  partially  offset  by  increases  of
approximately $257,000 and $118,000,  respectively,  related to increases in the
average prices of oil and gas sold.  Volumes of oil and gas sold decreased 5,880
barrels and 52,972 Mcf, respectively,  in 2004 as compared to 2003. The decrease
in volumes of oil sold was  primarily  due to (i) normal  declines in production
and (ii)  the  shutting-in  of one  significant  well  during  late  2004 due to
mechanical problems.  As of the date of this Annual Report, the shut-in well has
returned to production. The decrease in volumes of gas sold was primarily due to
normal  declines in production.  Average oil and gas prices  increased to $39.93
per barrel and $5.85 per Mcf,  respectively,  in 2004 from $29.78 per barrel and
$5.24 per Mcf, respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $22,741  (4.5%) in 2004 as compared to 2003. As a
percentage of oil and gas sales,  these expenses decreased to 22.8% in 2004 from
23.1% in 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $28,482  (22.5%)  in 2004 as  compared  to 2003.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward revisions in the estimates of remaining oil and gas reserves during 2004.
These decreases were partially offset by the abandonment of one significant well
during 2004 following an unsuccessful  recompletion  attempt. As a percentage of
oil and gas sales,  this  expense  decreased  to 4.6% in 2004 from 5.7% in 2003.
This   percentage   decrease  was  primarily  due  to  the  dollar  decrease  in
depreciation, depletion, and amortization of oil and gas properties.

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

      The Limited Partners have received cash distributions through December 31,
2004 totaling $21,832,353 or 157.82% of Limited Partners' capital contributions.


                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                     -------------------------------------

      Total oil and gas sales  decreased  $68,599  (3.0%) in 2003 as compared to
2002. Of this decrease,  approximately $189,000 and $661,000, respectively, were
related  to  decreases  in  volumes of oil and gas sold.  These  decreases  were
partially   offset  by  increases  of   approximately   $170,000  and  $611,000,
respectively,  related to increases  in the average  prices of oil and gas sold.
Volumes  of  oil  and  gas  sold  decreased   7,767  barrels  and  242,304  Mcf,
respectively,  in 2003 as compared to 2002.  The decrease in volumes of oil sold
was primarily due to normal declines in production, which decrease was partially
offset by an increase in



                                      -40-
<PAGE>



production during 2003 on one significant well due to the successful workover of
that well during mid 2002. The decrease in volumes of gas sold was primarily due
to (i) positive prior period gas balancing  adjustments on two significant wells
during  2002,  (ii) a  substantial  decline  in  production  during  2003 on one
significant  well  following  the workover of that well during  early 2002,  and
(iii) normal  declines in  production.  The well with a  substantial  decline in
production  is  not  expected  to  return  to  its  previously  high  levels  of
production.  Average oil and gas prices increased to $29.78 per barrel and $5.24
per Mcf,  respectively,  in 2003  from  $24.32  per  barrel  and  $2.73 per Mcf,
respectively, in 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $113,705 (18.3%) in 2003 as compared to 2002. This
decrease  was  primarily  due to (i) a  decrease  in  lease  operating  expenses
associated  with the  decreases  in volumes of oil and gas sold,  (ii)  positive
prior period lease operating expense adjustments on two significant wells during
2002,  and (iii) workover  expenses  incurred on several wells during 2002. As a
percentage of oil and gas sales,  these expenses decreased to 23.1% in 2003 from
27.4% in 2002.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $210,187  (62.5%) in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) the decreases in volumes of oil and gas sold,  (ii) several
wells being fully  depleted  in 2002 due to the lack of  remaining  economically
recoverable  reserves,  and (iii) upward revisions in the estimates of remaining
oil and gas reserves at December 31, 2003. As a percentage of oil and gas sales,
this  expense  decreased  to 5.7% in 2003 from  14.8% in 2002.  This  percentage
decrease was primarily due to the dollar  decrease in  depreciation,  depletion,
and amortization of oil and gas properties.

      General and  administrative  expenses  increased  $2,469 (1.4%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses increased
to 8.0% in 2003 from 7.6% in 2002.



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

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

      Total oil and gas sales  decreased  $266,880 (7.4%) in 2004 as compared to
2003. Of this decrease,  approximately $130,000 and $570,000, respectively, were
related to decreases in volumes of



                                      -41-
<PAGE>



oil and gas  sold.  These  decreases  were  partially  offset  by  increases  of
approximately  $85,000 and $348,000,  respectively,  related to increases in the
average prices of oil and gas sold.  Volumes of oil and gas sold decreased 4,321
barrels and 119,504 Mcf, respectively, in 2004 as compared to 2003. The decrease
in volumes of oil sold was  primarily  due to (i) normal  declines in production
and (ii) the  shutting-in of a production  zone on one  significant  well during
late 2003. As of the date of this Annual Report,  management does not expect the
shut-in  zone to return to  production.  The decrease in volumes of gas sold was
primarily due to (i) normal  declines in production and (ii) downward  revisions
in the estimates of remaining gas reserves on one significant  well resulting in
the III-C  Partnership  becoming over  produced in excess of estimated  ultimate
reserves,  thereby  increasing its gas imbalance  payable.  These decreases were
partially  offset by the successful  completion of a new well during early 2004.
Average  oil and gas  prices  increased  to $38.88 per barrel and $5.40 per Mcf,
respectively, in 2004 from $30.00 per barrel and $4.77 per Mcf, respectively, in
2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $8,413  (1.0%) in 2004 as compared to 2003.  This
decrease  was  primarily  due to the  decreases  in volumes of oil and gas sold,
which  decrease was partially  offset by workover  expenses  incurred on several
wells  during  2004.  As a  percentage  of oil and  gas  sales,  these  expenses
increased to 25.8% in 2004 from 24.1% in 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $237,997  (116.6%)  in 2004 as compared to 2003.  This  increase  was
primarily due to one  significant  well being fully  depleted in 2004 due to the
lack of remaining reserves.  This increase was partially offset by the decreases
in  volumes of oil and gas sold.  As a  percentage  of oil and gas  sales,  this
expense  increased to 13.3% in 2004 from 5.7% in 2003. This percentage  increase
was  primarily  due to the  dollar  increase  in  depreciation,  depletion,  and
amortization of oil and gas properties.

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

      The Limited Partners have received cash distributions through December 31,
2004 totaling $29,393,795 or 120.20% of Limited Partners' capital contributions.


                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                     -------------------------------------

      Total oil and gas sales increased  $860,510 (31.4%) in 2003 as compared to
2002. Of this increase, approximately $1,242,000



                                      -42-
<PAGE>



was related to an increase in the average  price of gas sold.  This increase was
partially offset by a decrease of  approximately  $436,000 related to a decrease
in volumes of gas sold.  Volumes of oil and gas sold  decreased  844 barrels and
149,916 Mcf, respectively,  in 2003 as compared to 2002. The decrease in volumes
of oil sold was  primarily  due to the  shutting-in  of several wells within one
unit for the  latter  portion  of 2003 in order to  perform  workovers  on those
wells. The operator has not yet determined when the shut-in wells will return to
production.  This  decrease was  partially  offset by an increase in  production
during 2003 on another  significant  well due to the successful  recompletion of
that well in late 2002. The decrease in volumes of gas sold was primarily due to
(i) normal  declines in production and (ii) the  shutting-in of two  significant
wells  during  2003 in order to perform  workovers  on those  wells.  One of the
shut-in wells has returned to production and the operator has not yet determined
when the other well will return to  production.  These  decreases were partially
offset by the  successful  completion  of one  significant  well in early  2003.
Average  oil and gas  prices  increased  to $30.00 per barrel and $4.77 per Mcf,
respectively, in 2003 from $24.53 per barrel and $2.91 per Mcf, respectively, in
2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $10,149 (1.2%) in 2003 as compared to 2002.  This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales and (ii)  workover  expenses  incurred on
one significant well during 2003. These increases were partially offset by (i) a
decrease in lease operating expenses associated with the decreases in volumes of
oil and gas sold, (ii) workover  expenses incurred on several wells during 2002,
and (iii) lower workover  expenses  incurred on another  significant well during
2003  than  similar  expenses  incurred  on the  same  well  during  2002.  As a
percentage of oil and gas sales,  these expenses decreased to 24.1% in 2003 from
31.3% in 2002.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $73,202  (26.4%)  in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) the  decreases in volumes of oil and gas sold,  (ii) upward
revisions in the  estimates  of  remaining  oil and gas reserves at December 31,
2003,  and (iii) several  wells being fully  depleted in 2002 due to the lack of
remaining  economically  recoverable  reserves.  As a percentage  of oil and gas
sales,  this  expense  decreased  to 5.7% in  2003  from  10.1%  in  2002.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      General and  administrative  expenses  increased  $2,917 (1.0%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses decreased
to 8.1% in 2003 from 10.6% in 2002. This  percentage  decrease was primarily due
to the increase in oil and gas sales.



                                      -43-
<PAGE>




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

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

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

      Total oil and gas sales decreased  $219,699 (10.4%) in 2004 as compared to
2003. Of this decrease,  approximately $127,000 and $388,000, respectively, were
related  to  decreases  in  volumes of oil and gas sold.  These  decreases  were
partially   offset  by  increases  of   approximately   $80,000  and   $215,000,
respectively,  related to increases  in the average  prices of oil and gas sold.
Volumes  of  oil  and  gas  sold   decreased   4,498  barrels  and  83,575  Mcf,
respectively,  in 2004 as compared to 2003.  The decrease in volumes of oil sold
was primarily due to (i) the shutting-in of a production zone on one significant
well during late 2003 and (ii) normal declines in production.  As of the date of
this Annual  Report,  management  does not expect the shut-in  zone to return to
production.  The decrease in volumes of gas sold was primarily due to (i) normal
declines in production and (ii) downward revisions in the estimates of remaining
gas reserves on one significant well resulting in the III-D Partnership becoming
over produced in excess of estimated  ultimate  reserves thereby  increasing gas
imbalance payable. Average oil and gas prices increased to $37.87 per barrel and
$5.38 per Mcf,  respectively,  in 2004 from $28.28 per barrel and $4.64 per Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $34,077 (6.4%) in 2004 as compared to 2003.  This
decrease was  primarily due to (i) the decreases in volumes of oil and gas sold,
(ii) workover expenses incurred on one significant well during 2003, and (iii) a
decrease in production  taxes associated with the decrease in oil and gas sales.
These decreases were partially offset by workover expenses incurred on two other
significant  wells during  2004.  As a  percentage  of oil and gas sales,  these
expenses increased to 26.1% in 2004 from 25.0% in 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased $1,004 (1.0%) in 2004 as compared to 2003. This decrease was primarily
due to the  decreases  in  volumes  of oil  and gas  sold,  which  decrease  was
partially offset by one significant well being fully depleted in 2004 due to the
lack of



                                      -44-
<PAGE>



remaining  reserves.  As a  percentage  of oil and  gas  sales,  these  expenses
increased to 5.1% in 2004 from 4.6% in 2003.

      General and  administrative  expenses  increased  $3,963 (2.4%) in 2004 as
compared to 2003. As a percentage of oil and gas sales, these expenses increased
to 9.0% in 2004 from 7.9% in 2003. This percentage increase was primarily due to
the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2004 totaling $16,425,669 or 125.38% of Limited Partners' capital contributions.


                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                     -------------------------------------

      The following  discussion has been restated to reflect the sale of the Jay
Field  during  2004 as a  discontinued  operation.  See Part II, Item 7 for more
information about this discontinued operation.

      Total oil and gas sales increased  $491,102 (30.2%) in 2003 as compared to
2002. Of this increase,  approximately $53,000 and $694,000,  respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by a decrease  of  approximately  $304,000  related to a
decrease in volumes of gas sold.  Volumes of oil sold  increased  2,008 barrels,
while  volumes  of gas sold  decreased  108,660  Mcf,  respectively,  in 2003 as
compared to 2002.  The decrease in volumes of gas sold was  primarily due to (i)
normal declines in production and (ii) the shutting-in of two significant  wells
during 2003 in order to perform  workovers  on those  wells.  One of the shut-in
wells has returned to production  and the operator has not yet  determined  when
the other well will return to production.  These decreases were partially offset
by the successful  completion of one significant well in early 2003. Average oil
and gas prices  increased to $28.28 per barrel and $4.64 per Mcf,  respectively,
in 2003 from $24.18 per barrel and $2.80 per Mcf, respectively, in 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $31,684 (5.7%) in 2003 as compared to 2002.  This
decrease  was  primarily  due to (i) a  decrease  in  lease  operating  expenses
associated  with the  decrease  in volumes  of gas sold and (ii) lower  workover
expenses  incurred on one  significant  well during 2003 than  similar  expenses
incurred on the same well during 2002.  These decreases were partially offset by
(i) an increase in production  taxes associated with the increase in oil and gas
sales and (ii) workover  expenses  incurred on another  significant  well during
2003. As a percentage of oil and gas sales, these expenses decreased to 25.0% in
2003 from 34.5% in 2002. This percentage



                                      -45-
<PAGE>



decrease was primarily due to the increases in the average prices of oil and gas
sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $42,301  (30.4%)  in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) two  significant  wells being fully depleted in 2002 due to
the lack of remaining  economically  recoverable reserves,  (ii) the decrease in
volumes of gas sold,  and (iii) upward  revisions in the  estimates of remaining
gas reserves at December 31, 2003. As a percentage  of oil and gas sales,  these
expenses  decreased to 4.6% in 2003 from 8.6% in 2002. This percentage  decrease
was primarily due to the increases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $2,477 (1.5%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses decreased
to 7.9% in 2003 from 10.2% in 2002. This  percentage  decrease was primarily due
to the increase in oil and gas sales.



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

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

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

      Total oil and gas sales  increased  $161,170 (3.6%) in 2004 as compared to
2003. Of this increase,  approximately $225,000 and $481,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by decreases  of  approximately  $273,000 and  $272,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 10,115 barrels and 59,136 Mcf, respectively,  in 2004
as compared to 2003.  The decrease in volumes of oil sold was  primarily  due to
(i) a negative  prior  period  volume  adjustment  made by the  operator  on one
significant well during 2004 and (ii) normal declines in production. Average oil
and gas prices  increased to $36.86 per barrel and $5.27 per Mcf,  respectively,
in 2004 from $26.94 per barrel and $4.60 per Mcf, respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $33,836 (2.6%) in 2004 as compared to 2003.  This
increase was primarily due to (i) a prior period  production  tax  adjustment on
one  significant  unit  during  2004,  (ii)  workover  expenses  incurred on two
significant



                                      -46-
<PAGE>



wells during 2004, and (iii) an increase in production taxes associated with the
increase in oil and gas sales.  These  increases  were  partially  offset by the
decreases in volumes of oil and gas sold.  As a percentage of oil and gas sales,
these expenses decreased to 29.3% in 2004 from 29.6% in 2003.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $24,671  (11.2%)  in 2004 as  compared  to 2003.  This  decrease  was
primarily  due to (i) the  decreases in volumes of oil and gas sold and (ii) one
significant  well  being  fully  depleted  in 2003 due to the lack of  remaining
reserves. These decreases were partially offset by (i) an increase in depletable
oil  and  gas  properties  primarily  due  to  recompletion  activities  on  two
significant  wells during 2004 and (ii) one other  significant  well being fully
depleted in 2004 due to the lack of remaining  reserves.  As a percentage of oil
and gas sales,  this expense  decreased to 4.2% in 2004 from 4.9% in 2003.  This
percentage  decrease was primarily due to the dollar  decrease in  depreciation,
depletion, and amortization of oil and gas properties.

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

      The Limited Partners have received cash distributions through December 31,
2004 totaling $49,295,016 or 117.86% of Limited Partners' capital contributions.


                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                     -------------------------------------

      The following  discussion has been restated to reflect the sale of the Jay
Field  during  2004 as a  discontinued  operation.  See Part II, Item 7 for more
information about this discontinued operation.

      Total oil and gas sales increased  $1,613,461  (56.4%) in 2003 as compared
to 2002. Of this increase, approximately $129,000 and $1,716,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases were partially offset by a decrease of approximately  $266,000 related
to a  decrease  in  volumes of gas sold.  Volumes  of oil sold  increased  1,480
barrels,  while volumes of gas sold decreased 110,758 Mcf in 2003 as compared to
2002.  The  decrease  in  volumes  of gas sold was  primarily  due to (i) normal
declines in production and (ii) the shutting-in of one  significant  well due to
production  difficulties  during 2003. The operator has not yet determined  when
the shut-in well will return to production. Average oil and gas prices increased
to $26.94 per barrel and $4.60 per Mcf,  respectively,  in 2003 from  $22.99 per
barrel and $2.40 per Mcf, respectively, in 2002.




                                      -47-
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $40,908 (3.2%) in 2003 as compared to 2002.  This
increase was primarily due to an increase in production  taxes  associated  with
the  increase in oil and gas sales.  This  increase  was  partially  offset by a
decrease in lease operating expenses  associated with the decrease in volumes of
gas sold.  As a percentage  of oil and gas sales,  these  expenses  decreased to
29.6% in 2003 from 44.9% in 2002. This percentage  decrease was primarily due to
the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $93,652  (29.7%)  in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) two  significant  wells being fully depleted in 2002 due to
the lack of remaining economically recoverable reserves and (ii) the decrease in
volumes of gas sold.  These  decreases were partially  offset by one significant
well being  fully  depleted  in 2003 due to the lack of  remaining  economically
recoverable  reserves.  As a  percentage  of oil and  gas  sales,  this  expense
decreased  to 4.9% in 2003 from  11.0% in 2002.  This  percentage  decrease  was
primarily due to the increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2003
and 2002.  As a percentage  of oil and gas sales,  these  expenses  decreased to
10.9% in 2003 from 17.0% in 2002. This percentage  decrease was primarily due to
the increase in oil and gas sales.



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

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

      Total oil and gas sales increased  $461,954 (18.6%) in 2004 as compared to
2003. Of this increase,  approximately $208,000 and $285,000, respectively, were
related to increases in the average  prices of oil and gas sold.  Volumes of oil
and gas sold  decreased  433  barrels  and 4,096 Mcf,  respectively,  in 2004 as
compared to 2003.  Average oil and gas prices increased to $39.22 per barrel and
$5.25 per Mcf,  respectively,  in 2004 from $28.93 per barrel and $4.56 per Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $27,815 (3.7%) in 2004 as compared to 2003.  This
decrease was primarily due to (i) workover  expenses incurred on one significant
well during 2003 and (ii) the abandonment of another  significant  well in early
2003 due to severe mechanical problems. These decreases were



                                      -48-
<PAGE>



partially offset by an increase in production taxes associated with the increase
in oil and gas  sales.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 24.7% in 2004 from 30.4% in 2003.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $54,223  (25.1%)  in 2004 as  compared  to 2003.  This  decrease  was
primarily  due to (i) the  abandonment  of one  significant  well in 2003 due to
severe  mechanical  problems  and (ii)  another  significant  well  being  fully
depleted in 2003 due to the lack of remaining  reserves.  As a percentage of oil
and gas sales,  this expense  decreased to 5.5% in 2004 from 8.7% in 2003.  This
percentage   decrease  was  primarily   due  to  (i)  the  dollar   decrease  in
depreciation,  depletion,  and  amortization  of oil and gas properties and (ii)
increases in the average prices of oil and gas sold.

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

      The Limited Partners have received cash distributions through December 31,
2004 totaling $19,672,904 or 88.82% of Limited Partners' capital contributions.


                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                     -------------------------------------

      Total oil and gas sales increased  $843,020 (51.5%) in 2003 as compared to
2002. Of this increase,  approximately $127,000 and $974,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by a decrease  of  approximately  $200,000  related to a
decrease  in volumes of gas sold.  Volumes of oil and gas sold  decreased  2,524
barrels and 91,053 Mcf, respectively,  in 2003 as compared to 2002. The decrease
in volumes of oil sold was primarily due to (i) normal  declines in  production,
(ii)  the  abandonment  of one  significant  well in early  2003  due to  severe
mechanical  problems,  and (iii) the shutting-in of another significant well due
to production difficulties during 2003. The operator has not yet determined when
the shut-in well will return to production.  The decrease in volumes of gas sold
was primarily due to (i) normal  declines in production and (ii) the shutting-in
of two significant wells during 2003 in order to perform repairs and maintenance
on those wells. Both shut-in wells have returned to production.  Average oil and
gas prices  increased to $28.93 per barrel and $4.56 per Mcf,  respectively,  in
2003 from $22.81 per barrel and $2.20 per Mcf, respectively, in 2002.




                                      -49-
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $151,144 (25.1%) in 2003 as compared to 2002. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the  increase  in oil and gas sales,  (ii) a negative  prior  period  lease
operating expense adjustment made by the operator on one significant well during
2002, and (iii) workover  expenses  incurred on another  significant well during
2003.  These  increases were partially  offset by a decrease in lease  operating
expenses  associated  with the  decreases  in volumes of oil and gas sold.  As a
percentage of oil and gas sales,  these expenses decreased to 30.4% in 2003 from
36.9% in 2002.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $57,524  (21.0%)  in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) one  significant  well being fully  depleted in 2002 due to
the lack of remaining economically  recoverable reserves,  (ii) the decreases in
volumes of oil and gas sold,  and (iii)  upward  revisions  in the  estimates of
remaining  oil and gas  reserves at December  31,  2003.  These  decreases  were
partially  offset by (i) the abandonment of one significant  well in 2003 due to
severe  mechanical  problems  and (ii)  another  significant  well  being  fully
depleted in 2003 due to the lack of remaining economically recoverable reserves.
As a percentage  of oil and gas sales,  this  expense  decreased to 8.7% in 2003
from 16.7% in 2002. This percentage  decrease was primarily due to the increases
in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $2,779 (1.0%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses decreased
to 10.8% in 2003 from 16.2% in 2002. This percentage  decrease was primarily due
to the increase in oil and gas sales.


      Average Sale Prices, Production Volumes, and Average Production Costs

      The following  tables are  comparisons of annual average oil and gas sales
prices,  production  volumes,  and average  production  costs  (lease  operating
expenses and production taxes) per barrel of oil equivalent (one barrel or 6 Mcf
of gas) for 2004, 2003, and 2002.




                                      -50-
<PAGE>




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

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


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

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

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




                                      -51-
<PAGE>




                             2003 Compared to 2002
                             ---------------------

                             Average Sales Prices
----------------------------------------------------------------------------
P/ship            2003(1)                   2002(1)             % Change
------      -------------------        ----------------        ------------
              Oil         Gas            Oil       Gas
            ($/Bbl)     ($/Mcf)        ($/Bbl)   ($/Mcf)       Oil      Gas
            -------     -------        -------   -------       ---      ----
III-A       $29.66       $5.23         $24.24     $2.81        22%       86%
III-B        29.78        5.24          24.32      2.73        22%       92%
III-C        30.00        4.77          24.53      2.91        22%       64%
III-D        28.28        4.64          24.18      2.80        17%       66%
III-E        26.94        4.60          22.99      2.40        17%       92%
III-F        28.93        4.56          22.81      2.20        27%      107%


                              Production Volumes
-----------------------------------------------------------------------------
P/ship            2003(1)                   2002(1)              % Change
------      ------------------         ------------------      ------------
              Oil          Gas          Oil          Gas        Oil      Gas
            (Bbls)        (Mcf)        (Bbls)       (Mcf)      (Bbls)   (Mcf)
            ------       -------       -------     -------     ------   -----
III-A       45,080       516,905        54,340     908,912      (17%)   (43%)
III-B       31,275       243,753        39,042     486,057      (20%)   (50%)
III-C       13,872       668,059        14,716     817,975      ( 6%)   (18%)
III-D       12,909       376,825        10,901     485,485       18%    (22%)
III-E       32,768       779,623        31,288     890,381        5%    (12%)
III-F       20,685       412,842        23,209     503,895      (11%)   (18%)


                           Average Production Costs
                         per Barrel of Oil Equivalent
                      -----------------------------------
                  P/ship     2003(1)   2002(1)    % Change
                  ------     -------   -------    --------
                  III-A       $6.37     $4.45         43%
                  III-B        7.08      5.19         36%
                  III-C        6.93      5.68         22%
                  III-D        6.98      6.10         14%
                  III-E        8.15      7.15         14%
                  III-F        8.43      5.63         50%
-----------
(1)   The amounts  for the III-D and III-E  Partnerships  have been  restated to
      reflect the sale of the Jay Field during 2004 as a discontinued operation.
      See  Part  II,  Item  7  for  more  information  about  this  discontinued
      operation.




                                      -52-
<PAGE>




      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
are not generally  reinvested in  productive  assets,  except to the extent that
producing  wells are  improved,  where  methods  are  employed  to  permit  more
efficient recovery of reserves,  or where identified  developmental  drilling or
recompletion opportunities are pursued, thereby resulting in a positive economic
impact.  Assuming 2004  production  levels for future years,  the  Partnerships'
proved  reserve  quantities  at  December  31,  2004  would  have the  following
remaining lives:

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

                     III-A                8.2            3.3
                     III-B                8.2            2.9
                     III-C                8.4            8.6
                     III-D                8.2            9.6
                     III-E                8.9            7.0
                     III-F               10.1           15.5

These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.  As discussed below,  the  Partnerships  must terminate no later than
December 31, 2009 (November 22, 2009 for the III-A  Partnership),  which is five
years from December 31, 2004.

      The   Partnerships'   available   capital   from  the  Limited   Partners'
subscriptions  has been spent on oil and gas  properties  and there should be no
further material capital  resource  commitments in the future.  The Partnerships
have no debt  commitments.  Cash for  operational  purposes  will be provided by
current oil and gas  production.  During 2004,  2003, and 2002 the  Partnerships
expended  no  capital  on oil and gas  acquisition  or  exploration  activities.
However,  during those years the Partnerships  expended the following amounts on
oil  and  gas  developmental   activities,   primarily  well  recompletions  and
developmental drilling:

      Partnership         2004              2003              2002
      -----------       --------          -------           --------

         III-A          $ 78,142          $53,311           $137,214
         III-B            52,376           32,726             63,540
         III-C           217,479           21,609            153,761
         III-D            27,306            6,141            170,676
         III-E           245,429           21,436            486,120
         III-F           188,433           16,762             89,261



                                      -53-
<PAGE>



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

      The  Partnerships  sold certain oil and gas properties  during 2004, 2003,
and 2002.  The sales of the  Partnerships'  properties  was made by the  General
Partner after giving due  consideration  to both the offer price and the General
Partner's  estimate  of the  property's  remaining  proved  reserves  and future
operating costs. Net proceeds from the sales of such properties were included in
the  calculation  of  the  Partnerships'  cash  distributions  for  the  quarter
immediately following the Partnerships'  receipt of the proceeds.  The amount of
such proceeds from the sales of oil and gas  properties  during 2004,  2003, and
2002, were as follows:

      Partnership           2004           2003            2002
      -----------         --------       --------        -------
        III-A             $    375       $  1,902        $  -
        III-B                 -               984            118
        III-C                 -            34,411         20,018
        III-D               88,277         23,232         16,935
        III-E              629,332        101,704           -
        III-F                1,654         17,010           -

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

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

      There can be no  assurance  as to the amount of the  Partnerships'  future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available  cash flow generated by the  Partnerships'
operating  activities,  which will be affected (either positively or negatively)
by many factors beyond the control of the  Partnerships,  including the price of
and demand for oil and gas and other  market and  economic  conditions.  Even if
prices and costs remain stable,  the amount of cash available for  distributions
will decline over time (as the volume of production  from  producing  properties
declines) since the Partnerships are



                                      -54-
<PAGE>



not  replacing  production  through  acquisitions  of producing  properties  and
extensive  drilling.  The  Partnerships'  quantity of proved  reserves  has been
reduced by the sale of oil and gas properties as described above;  therefore, it
is possible that the Partnerships'  future cash  distributions will decline as a
result of a reduction of the Partnerships' reserve base.

      The  General  Partner  expects  general  and  administrative  expenses  to
increase substantially during 2005 and 2006 due to costs required to comply with
Section 404 of the  Sarbanes-Oxley  Act of 2002. Such anticipated  increase will
reduce cash available for  distribution.  The General Partner expects at least a
portion of this anticipated  increase in general and administrative  expenses to
continue in years beyond 2006.

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

                         Initial          Extensions    Current
   Partnership       Termination Date      Exercised      Termination Date
   -----------      ------------------     ---------     -----------------
     III-A          November 22, 1999           3        November 22, 2005
     III-B          January 24, 2000            3        December 31, 2005
     III-C          February 28, 2000           3        December 31, 2005
     III-D          September 5, 2000           3        December 31, 2005
     III-E          December 26, 2000           3        December 31, 2005
     III-F          March 7, 2001               3        December 31, 2005

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

      Off-Balance Sheet Arrangements

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




                                      -55-
<PAGE>



      Contractual Obligations

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


      Critical Accounting Policies

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

      Depletion of the cost of producing oil and gas properties, amortization of
related intangible  drilling and development costs, and depreciation of tangible
lease and well  equipment are computed on the  units-of-production  method.  The
Partnerships' calculation of depreciation,  depletion, and amortization includes
estimated  dismantlement and abandonment costs, net of estimated salvage values.
When complete units of depreciable  property are retired or sold, the asset cost
and  related  accumulated  depreciation  are  eliminated  with  any gain or loss
reflected in income.  When less than complete units of depreciable  property are
retired or sold, the proceeds are credited to oil and gas properties.

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

      The  Deferred  Charge on the  Balance  Sheets  included  in Item 8 of this
Annual Report represents costs deferred for lease



                                      -56-
<PAGE>



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

      The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships'  wells under short-term purchase
contracts  at  prevailing  prices  in  accordance  with  arrangements  which are
customary  in  the  oil  and  gas  industry.  Sales  of  gas  applicable  to the
Partnerships'  interest in producing  oil and gas leases are recorded as revenue
when  the gas is  metered  and  title  transferred  pursuant  to the  gas  sales
contracts covering the Partnerships' interest in gas reserves. During such times
as a  Partnership's  sales of gas exceed its pro rata ownership in a well,  such
sales are recorded as revenues  unless  total sales from the well have  exceeded
the Partnership's share of estimated total gas reserves underlying the property,
at which time such excess is recorded as a liability.  The rates per Mcf used to
calculate  this  liability are based on the average gas prices  received for the
volumes at the time the  overproduction  occurred.  These rates also approximate
the  prices  for  which  the   Partnerships   are  currently   settling  similar
liabilities. These amounts were recorded as gas imbalance payables in accordance
with the sales method.  These gas  imbalance  payables will be settled by either
gas  production  by the  underproduced  party in excess of current  estimates of
total gas reserves for the well or by a negotiated or contractual payment to the
underproduced party.

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  On January 1, 2003,  the
Partnerships adopted FAS No. 143 and recorded an increase in capitalized cost of
oil and gas properties,  an increase (decrease) in net income for the cumulative
effect of the change in accounting principle, and an asset retirement obligation
in the following approximate amounts for each Partnership:




                                      -57-
<PAGE>



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

   III-A            $109,000        ($ 1,000)            $110,000
   III-B              76,000        (  1,000)              77,000
   III-C             192,000           2,000              190,000
   III-D             109,000           3,000              106,000
   III-E             264,000           3,000              261,000
   III-F             144,000           4,000              140,000

      The asset retirement  obligation is adjusted upwards each quarter in order
to recognize  accretion of the time-related  discount factor. For the year ended
December 31, 2004, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships
recognized  approximately $6,000, $1,000, $10,000,  $5,000, $11,000, and $9,000,
respectively,  of an  increase  in  depreciation,  depletion,  and  amortization
expense, which was comprised of accretion of the asset retirement obligation and
depletion of the increase in capitalized cost of oil and gas properties.


      New Accounting Pronouncements

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


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
2004. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."


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

      The Partnerships do not hold any market risk sensitive instruments.




                                      -58-
<PAGE>




ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

      None.


ITEM 9A.    CONTROLS AND PROCEDURES

      As of the  end  of the  period  covered  by  this  report,  the  principal
executive officer and principal financial officer conducted an evaluation of the
Partnerships'  disclosure controls and procedures (as defined in Rules 13a-15(e)
and  15d-15(e)  under the  Securities  and Exchange Act of 1934).  Based on this
evaluation,  such officers concluded that the Partnerships'  disclosure controls
and procedures are effective to ensure that information required to be disclosed
by the  Partnerships  in  reports  filed  under the  Exchange  Act is  recorded,
processed,  summarized,  and  reported  accurately  and within the time  periods
specified in the Securities and Exchange Commission rules and forms.


ITEM 9B.    OTHER INFORMATION

      The  General  Partner  is not  aware  of any  information  required  to be
reported  on Form 8-K  during  the  fourth  quarter of 2004 but which was not so
reported.



                                    PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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

            Name              Age      Position with Geodyne
      ----------------        ---     --------------------------------
      Dennis R. Neill          53     President and Director

      Judy K. Fox              54     Secretary



                                      -59-
<PAGE>



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

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

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


      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 2004 of reports required under Section 16 of the Securities  Exchange Act
of 1934.


      Audit Committee Financial Expert

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


      Code of Ethics

      The General  Partner has adopted a Code of Ethics which  applies to all of
its  executive  officers,  including  those persons who perform the functions of
principal  executive  officer,   principal  financial  officer,   and  principal
accounting  officer.  The Partnerships  will provide,  free of charge, a copy of
this Code of Ethics to any person upon receipt of a written request



                                      -60-
<PAGE>



mailed to Geodyne Resources,  Inc.,  Investor  Services,  Samson Plaza, Two West
Second Street,  Tulsa, OK 74103. Such requests must include the address to which
the Code of Ethics should be mailed.


ITEM 11.    EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as general or  administrative  expense.  When actual costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and  affiliates.  The  amount of general  and  administrative
expense allocated to the General Partner and its affiliates which was charged to
each  Partnership  during 2004, 2003, and 2002, 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         2004          2003         2002
            -----------       --------      --------     --------

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

      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals  to the  Partnerships'  activities  based on the  allocation  method
described above. The following tables indicate the approximate amount of general
and  administrative  expense  reimbursement  attributable to the salaries of the
directors,  officers,  and employees of the General  Partner and its  affiliates
during 2004, 2003, and 2002:





                                      -61-
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2004

                                                                          Long Term Compensation
                                                                    ----------------------------------
                                   Annual Compensation                        Awards           Payouts
                                -------------------------------     ------------------------   -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                    Salary        Bonus     sation       Award(s)      Options/     Payouts     sation
   Position             Year      ($)          ($)        ($)          ($)          SARs(#)       ($)         ($)
---------------         ----    --------     -------    -------     ----------     --------     -------     -------
<S>                     <C>     <C>            <C>        <C>         <C>            <C>          <C>         <C>
Dennis R. Neill,
President(1)            2002      -            -          -           -              -            -           -
                        2003      -            -          -           -              -            -           -
                        2004      -            -          -           -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2002    $148,384       -          -           -              -            -           -
                        2003    $150,821       -          -           -              -            -           -
                        2004    $161,596       -          -           -              -            -           -

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



                                      -62-
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2004

                                                                            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>      <S>           <C>         <C>        <C>            <C>          <C>         <C>
Dennis R. Neill,
President(1)            2002       -           -           -          -              -            -           -
                        2003       -           -           -          -              -            -           -
                        2004       -           -           -          -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2002     $77,761       -           -          -              -            -           -
                        2003     $79,038       -           -          -              -            -           -
                        2004     $84,685       -           -          -              -            -           -

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

</TABLE>


                                      -63-
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2004

                                                                            Long Term Compensation
                                                                     ---------------------------------
                                         Annual Compensation                   Awards          Payouts
                                 --------------------------------    ------------------------  -------
                                                                                     Securi-
                                                          Other                       ties                    All
     Name                                                 Annual     Restricted      Under-                  Other
      and                                                Compen-       Stock         lying       LTIP       Compen-
   Principal                     Salary       Bonus      sation       Award(s)      Options/    Payouts     sation
   Position             Year       ($)         ($)         ($)          ($)          SARs(#)      ($)         ($)
---------------         ----     --------    -------     -------     ----------     --------    -------     -------
<S>                     <C>      <C>           <C>         <C>         <C>            <C>         <C>         <C>
Dennis R. Neill,
President(1)            2002       -           -           -           -              -           -           -
                        2003       -           -           -           -              -           -           -
                        2004       -           -           -           -              -           -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2002     $137,458      -           -           -              -           -           -
                        2003     $139,716      -           -           -              -           -           -
                        2004     $149,698      -           -           -              -           -           -

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

</TABLE>


                                      -64-
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2004

                                                                          Long Term Compensation
                                                                    ---------------------------------
                                       Annual Compensation                    Awards          Payouts
                                --------------------------------    -----------------------   -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                    Salary       Bonus      sation       Award(s)      Options/     Payouts     sation
   Position             Year      ($)         ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------         ----    -------     -------     -------     ----------     --------     -------     -------
<S>                     <c>     <c>           <C>         <C>         <C>            <C>          <C>         <C>
Dennis R. Neill,
President(1)            2002      -           -           -           -              -            -           -
                        2003      -           -           -           -              -            -           -
                        2004      -           -           -           -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2002    $73,641       -           -           -              -            -           -
                        2003    $74,850       -           -           -              -            -           -
                        2004    $80,198       -           -           -              -            -           -

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



                                      -65-
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2004

                                                                         Long Term Compensation
                                                                  -----------------------------------
                                       Annual Compensation                  Awards            Payouts
                                --------------------------------  ------------------------    -------
                                                                                  Securi-
                                                         Other                     ties                       All
     Name                                                Annual   Restricted      Under-                     Other
      and                                               Compen-     Stock         lying          LTIP       Compen-
   Principal                    Salary       Bonus      sation     Award(s)      Options/       Payouts     sation
   Position             Year      ($)         ($)         ($)        ($)          SARs(#)         ($)         ($)
---------------         ----    --------    -------     -------   ----------     --------       -------     -------
<S>                     <C>     <C>           <C>         <C>       <C>            <C>            <C>         <C>
Dennis R. Neill,
President(1)            2002      -           -           -         -              -              -           -
                        2003      -           -           -         -              -              -           -
                        2004      -           -           -         -              -              -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2002    $235,110      -           -         -              -              -           -
                        2003    $238,971      -           -         -              -              -           -
                        2004    $256,045      -           -         -              -              -           -

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



                                      -66-
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2004

                                                                        Long Term Compensation
                                                                    ----------------------------------
                                   Annual Compensation                       Awards            Payouts
                                -------------------------------     ---------------------      -------
                                                                                   Securi-
                                                         Other                      ties                      All
     Name                                                Annual     Restricted     Under-                    Other
      and                                               Compen-       Stock        lying         LTIP       Compen-
   Principal                    Salary       Bonus      sation       Award(s)     Options/      Payouts     sation
   Position             Year      ($)         ($)         ($)          ($)         SARs(#)        ($)         ($)
---------------         ----    --------    -------     -------     ----------    --------      -------     -------
<S>                     <C>     <C>           <C>         <C>         <C>           <C>           <C>         <C>
Dennis R. Neill,
President(1)            2002      -           -           -           -             -             -           -
                        2003      -           -           -           -             -             -           -
                        2004      -           -           -           -             -             -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2002    $124,495      -           -           -             -             -           -
                        2003    $126,539      -           -           -             -             -           -
                        2004    $135,580      -           -           -             -             -           -

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

</TABLE>




                                      -67-
<PAGE>




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

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


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Units as of the date of filing  this  Annual  Report by (i) each  beneficial
owner of more than five percent of the issued and  outstanding  Units,  (ii) the
directors and officers of the General Partner, and (iii) the General Partner and
its  affiliates.  The address of each of such persons is Samson Plaza,  Two West
Second Street, Tulsa, Oklahoma 74103.

                                                        Number of Units
                                                         Beneficially
                                                        Owned (Percent
          Beneficial Owner                              of Outstanding)
------------------------------------                  ------------------

III-A Partnership:
-----------------
   Samson Resources Company                            63,586     (24.1%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  63,586     (24.1%)




                                      -68-
<PAGE>



III-B Partnership:
-----------------
   Samson Resources Company                            32,932     (23.8%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  32,932     (23.8%)

III-C Partnership:
-----------------
   Samson Resources Company                            64,509     (26.4%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  64,509     (26.4%)

III-D Partnership:
-----------------
   Samson Resources Company                            36,778     (28.1%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  36,778     (28.1%)

III-E Partnership:
-----------------
   Samson Resources Company                           119,779     (28.6%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 119,779     (28.6%)

III-F Partnership:
-----------------
   Samson Resources Company                            66,681     (30.1%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  66,681     (30.1%)


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



                                      -69-
<PAGE>



potential  conflicts of interest.  An affiliate of the Partnerships owns some of
the  Partnerships'  Units and  therefore  has an identity of interest with other
Limited Partners with respect to the operations of the Partnerships.

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

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

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



                                      -70-
<PAGE>




ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

      During 2004 and 2003, each Partnership paid the following audit fees:

                                                  2004        2003
                                                -------     -------
      Year-end audit per engagement letter      $21,560     $19,250
      1st quarter 10-Q review                       825         750
      2nd quarter 10-Q review                       825         750
      3rd quarter 10-Q review                       825         750


      Audit-Related Fees

      During 2004 and 2003 the Partnerships did not pay any  audit-related  fees
of the type required by the SEC to be disclosed in this Annual Report under this
heading.


      Tax Fees

      During 2004 and 2003 the Partnerships did not pay any tax compliance,  tax
advice,  or tax planning fees of the type required by the SEC to be disclosed in
this Annual Report under this heading.


      All Other Fees

      During  2004 and 2003 the  Partnerships  did not pay any other fees of the
type  required  by the SEC to be  disclosed  in this  Annual  Report  under this
heading.


      Audit Approval

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


      Audit and Related Fees Paid by Affiliates

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



                                      -71-
<PAGE>



                                    PART IV



ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

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

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

            as of December  31, 2004 and 2003 and for each of the three years in
            the period ended December 31, 2004 are filed as part of this report:

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

      (2) Financial Statement Schedules:

            None.

      (3)   Exhibits:

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

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

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



                                      -72-
<PAGE>




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

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

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

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

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

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

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

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



                                      -73-
<PAGE>



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

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

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

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

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

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

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

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

 4.18       Fifth Amendment to Agreement of Limited Partnership



                                      -74-
<PAGE>



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

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

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

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

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

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

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

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



                                      -75-
<PAGE>



            is hereby incorporated by reference.

 4.26       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for Geodyne  Energy Income Limited  Partnership  III-C filed as
            Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 28, 2002 and
            is hereby incorporated by reference.

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

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

 4.29       Sixth Amendment to Agreement of Limited  Partnership  dated November
            14, 2001, for the Geodyne Energy Income  Limited  Partnership  III-C
            filed as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for
            the year ended December 31, 2001, filed with the SEC on February 28,
            2002 and is hereby incorporated by reference.

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

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

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

4.33        First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment  to Agreement of Limited  Partnership  dated  February 24,
            1993 for Geodyne Energy Income



                                      -76-
<PAGE>



            Limited  Partnership  III-D  filed as Exhibit  4.11 to  Registrant's
            Annual  Report on Form 10-K for the year ended  December  31,  2000,
            filed with the SEC on March 5, 2001, and is hereby  incorporated  by
            reference.

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

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

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

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

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

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

*4.40       Seventh  Amendment to Agreement of Limited  Partnership dated August
            18, 2004 for the Geodyne Energy Income Limited Partnership III-D.

 4.41       Agreement of Limited Partnership dated December 26, 1990 for Geodyne
            Energy  Income  Limited  Partnership  III-E  filed as Exhibit 4.5 to
            Registrant's Annual Report on



                                      -77-
<PAGE>



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

 4.42       Certificate  of Limited  Partnership  dated  December  26,  2990 for
            Geodyne  Energy Income  Limited  Partnership  III-E filed as Exhibit
            4.37 to  Registrant's  Annual Report on Form 10-K for the year ended
            December  31,  2001,  filed with the SEC on February 28, 2002 and is
            hereby incorporated by reference.

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

 4.44       Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne  Energy Income Limited  Partnership  III-E filed as
            Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

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

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

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

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



                                      -78-
<PAGE>



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

*4.50       Seventh  Amendment  to  Agreement  of  Limited  Partnership  for the
            Geodyne  Energy Income  Limited  Partnership  III-E dated August 18,
            2004.

 4.51       Agreement  of Limited  Partnership  dated  March 7, 1991 for Geodyne
            Energy  Income  Limited  Partnership  III-F  filed as Exhibit 4.6 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2000,  filed  with  the SEC on  March 5,  2001,  and is  hereby
            incorporated by reference.

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

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

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

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

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



                                      -79-
<PAGE>


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

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

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

*4.60       Seventh  Amendment  to  Agreement  of  Limited  Partnership  for the
            Geodyne  Energy Income Limited  Partnership  III-F dated February 7,
            2005.

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

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

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

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

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

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

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

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

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



                                      -80-
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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



                                      -81-
<PAGE>



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

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


      All other Exhibits are omitted as inapplicable.

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








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

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner

                                          March 30, 2005

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

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

By:   //s//Dennis R. Neill      President and            March 30, 2005
      -------------------       Director (Principal
        Dennis R. Neill         Executive Officer)

      //s//Craig D. Loseke      Chief Accounting         March 30, 2005
      -------------------       Officer (Principal
        Craig D. Loseke         Accounting and
                                Financial Officer)

      //s//Judy K. Fox          Secretary                March 30, 2005
      -------------------
          Judy K. Fox


                                      -83-
<PAGE>
Item 8:     Financial Statements and Supplementary Data

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-A, an Oklahoma limited  partnership,  at December
31, 2004 and 2003, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2004,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with the  standards of the Public  Company  Accounting  Oversight  Board (United
States).  Those  standards  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

      As  discussed  in Note 1 of Notes to the  Financial  Statements  under the
heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP








Tulsa, Oklahoma
March 30, 2005




                                      F-1
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                                Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------
                                              2004                2003
                                          ------------        ------------
CURRENT ASSETS:
   Cash and cash equivalents               $1,038,719          $  804,593
   Accounts receivable:
      Oil and gas sales                       588,829             509,275
                                            ---------           ---------
         Total current assets              $1,627,548          $1,313,868

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             761,804             847,993

DEFERRED CHARGE                               187,958             195,649
                                            ---------           ---------
                                           $2,577,310          $2,357,510
                                            =========           =========

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

CURRENT LIABILITIES:
   Accounts payable                        $   84,554          $   76,949
   Gas imbalance payable                       26,709              22,289
   Asset retirement obligation-
      current (Note 1)                         18,336               8,501
                                            ---------           ---------
         Total current liabilities         $  129,599          $  107,739

LONG-TERM LIABILITIES:
   Accrued liability                       $   28,718          $   34,046
   Asset retirement obligation
      (Note 1)                                 96,619             106,492
                                            ---------           ---------
         Total long-term liabilities       $  125,337          $  140,538

PARTNERS' CAPITAL (DEFICIT):
   General Partner                        ($   88,506)        ($  104,097)
   Limited Partners, issued and
      outstanding, 263,976 Units            2,410,880           2,213,330
                                            ---------           ---------
         Total Partners' capital           $2,322,374          $2,109,233
                                            ---------           ---------
                                           $2,577,310          $2,357,510
                                            =========           =========

              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, 2004, 2003, and 2002

                                      2004             2003            2002
                                  ------------     ------------    ------------
REVENUES:
   Oil and gas sales               $4,137,900       $4,039,307      $3,875,098
   Interest income                      6,549            5,800           7,489
   Gain (loss) on sale of oil
      and gas properties                1,399             -        (    22,350)
                                    ---------        ---------       ---------
                                   $4,145,848       $4,045,107      $3,860,237

COSTS AND EXPENSES:
   Lease operating                 $  504,320       $  527,306      $  697,520
   Production tax                     330,438          309,211         217,732
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                  165,482          186,388         552,708
   General and
      administrative                  313,621          315,566         312,358
                                    ---------        ---------       ---------
                                   $1,313,861       $1,338,471      $1,780,318
                                    ---------        ---------       ---------

INCOME BEFORE CUMULATIVE
   EFFECT OF ACCOUNTING
   CHANGE                          $2,831,987       $2,706,636      $2,079,919

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                           -         (       673)           -
                                    ---------        ---------       ---------
NET INCOME                         $2,831,987       $2,705,963      $2,079,919
                                    =========        =========       =========
GENERAL PARTNER - NET
   INCOME                          $  297,437       $  286,852      $  256,987
                                    =========        =========       =========
LIMITED PARTNERS - NET
   INCOME                          $2,534,550       $2,419,111      $1,822,932
                                    =========        =========       =========
NET INCOME per Unit                $     9.60       $     9.16      $     6.91
                                    =========        =========       =========
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, 2004, 2003, and 2002

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

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

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

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

Balance, Dec. 31, 2004         $2,410,880      ($ 88,506)      $2,322,374
                                =========        =======        =========




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





                                      F-4
<PAGE>



                   GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                              Statements of Cash Flows
                For the Years Ended December 31, 2004, 2003, and 2002

                                         2004           2003           2002
                                     ------------   ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $2,831,987     $2,705,963     $2,079,919
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
        in accounting for asset
        retirement obligations
        (Note 1)                            -               673          -
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                       165,482        186,388        552,708
      Settlement of asset
        retirement obligation        (       165)          -              -
      (Gain) loss on sale of oil
        and gas properties           (     1,399)          -            22,350
      (Increase) decrease in
        accounts receivable-
        related party                       -                10    (        10)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales            (    79,554)       107,912    (    59,289)
      Decrease in deferred
        charge                             7,691         65,187         86,737
      Decrease in accounts
        payable                      (     2,055)   (     9,631)   (   114,987)
      Increase (decrease) in
        gas imbalance payable              4,420    (     5,182)   (     4,365)
      Increase (decrease) in
        accrued liability            (     5,328)           875    (     7,792)
                                       ---------      ---------      ---------

   Net cash provided by
      operating activities            $2,921,079     $3,052,195     $2,555,271
                                       ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   68,482)   ($   53,311)   ($  137,214)
   Proceeds from sale of oil
      and gas properties                     375          1,902           -
                                       ---------      ---------      ---------
   Net cash used by
      investing activities           ($   68,107)   ($   51,409)   ($  137,214)
                                       ---------      ---------      ---------




                                      F-5
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($2,618,846)   ($2,914,858)   ($2,574,244)
                                       ---------      ---------      ---------
   Net cash used by
      financing activities           ($2,618,846)   ($2,914,858)   ($2,574,244)
                                       ---------      ---------      ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS          $  234,126     $   85,928    ($  156,187)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                804,593        718,665        874,852
                                       ---------      ---------      ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $1,038,719     $  804,593     $  718,665
                                       =========      =========      =========


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




                                      F-6
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-B, an Oklahoma limited  partnership,  at December
31, 2004 and 2003, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2004,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with the  standards of the Public  Company  Accounting  Oversight  Board (United
States).  Those  standards  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

      As  discussed  in Note 1 of Notes to the  Financial  Statements  under the
heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 30, 2005




                                      F-7
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                                Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------
                                                2004              2003
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  556,249        $  417,271
   Accounts receivable:
      Oil and gas sales                         300,554           274,296
                                              ---------         ---------
         Total current assets                $  856,803        $  691,567

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                               402,168           450,273

DEFERRED CHARGE                                 120,451           128,417
                                              ---------         ---------
                                             $1,379,422        $1,270,257
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $   55,739        $   52,293
   Gas imbalance payable                         14,760            11,711
   Asset retirement obligation-
      current (Note 1)                           31,869            25,060
                                              ---------         ---------
      Total current liabilities              $  102,368        $   89,064

LONG-TERM LIABILITIES:
   Accrued liability                         $    9,828        $   13,746
   Asset retirement obligation
      (Note 1)                                   47,996            58,151
                                              ---------         ---------
      Total long-term liabilities            $   57,824        $   71,897

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($   58,429)      ($   68,928)
   Limited Partners, issued and
      outstanding, 138,336 Units              1,277,659         1,178,224
                                              ---------         ---------
         Total Partners' capital             $1,219,230        $1,109,296
                                              ---------         ---------
                                             $1,379,422        $1,270,257
                                              =========         =========

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



                                      F-8
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           Statements of Operations
             For the Years Ended December 31, 2004, 2003, and 2002

                                       2004             2003            2002
                                   ------------     ------------    ------------
REVENUES:
   Oil and gas sales                $2,130,453       $2,207,562      $2,276,161
   Interest income                       3,114            2,971           3,923
   Loss on sale of oil
      and gas properties                  -                -        (    14,724)
                                     ---------        ---------       ---------
                                    $2,133,567       $2,210,533      $2,265,360

COSTS AND EXPENSES:
   Lease operating                  $  309,872       $  334,283      $  477,844
   Production tax                      176,618          174,948         145,092
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                    97,836          126,318         336,505
   General and
      administrative                   175,518          175,515         173,046
                                     ---------        ---------       ---------
                                    $  759,844       $  811,064      $1,132,487
                                     ---------        ---------       ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $1,373,723       $1,399,469      $1,132,873

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                            -         (       586)           -
                                     ---------        ---------       ---------
NET INCOME                          $1,373,723       $1,398,883      $1,132,873
                                     =========        =========       =========
GENERAL PARTNER - NET
   INCOME                           $  219,288       $  227,153      $  216,453
                                     =========        =========       =========
LIMITED PARTNERS - NET
   INCOME                           $1,154,435       $1,171,730      $  916,420
                                     =========        =========       =========

NET INCOME per Unit                 $     8.35       $     8.47      $     6.62
                                     =========        =========       =========

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

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




                                      F-9
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2004, 2003, and 2002


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

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

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

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

Balance, Dec. 31, 2004           $1,277,659     ($ 58,429)     $1,219,230
                                  =========       =======       =========


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





                                      F-10
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                            Statements of Cash Flows
              For the Years Ended December 31, 2004, 2003, and 2002

                                           2004           2003          2002
                                       ------------   ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $1,373,723     $1,398,883    $1,132,873
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
        in accounting for asset
        retirement obligations
        (Note 1)                              -               586         -
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                          97,836        126,318       336,505
      Loss on sale of oil
        and gas properties                    -              -           14,724
      Settlement of asset
        retirement obligation          (       701)          -             -
      (Increase) decrease in
        accounts receivable-
        related party                         -                 7   (         7)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales              (    26,258)        72,368   (    16,838)
      Decrease in deferred
        charge                               7,966         55,865        71,708
      Decrease in accounts
        payable                        (     2,383)   (     4,784)  (    66,188)
      Increase (decrease) in
        gas imbalance payable                3,049    (       685)  (     1,929)
      Increase (decrease) in
        accrued liability              (     3,918)         1,228   (     6,840)
                                         ---------      ---------     ---------

   Net cash provided by
      operating activities              $1,449,314     $1,649,786    $1,464,008
                                         ---------      ---------     ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   46,547)   ($   32,726)  ($   63,540)
   Proceeds from sale of oil
      and gas properties                      -               984           118
                                         ---------      ---------     ---------
   Net cash used by
      investing activities             ($   46,547)   ($   31,742)  ($   63,422)
                                         ---------      ---------     ---------




                                      F-11
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($1,263,789)   ($1,598,527)  ($1,497,731)
                                         ---------      ---------     ---------
   Net cash used by
      financing activities             ($1,263,789)   ($1,598,527)  ($1,497,731)
                                         ---------      ---------     ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS            $  138,978     $   19,517   ($   97,145)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  417,271        397,754       494,899
                                         ---------      ---------     ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                     $  556,249     $  417,271    $  397,754
                                         =========      =========     =========


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





                                      F-12
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-C, an Oklahoma limited  partnership,  at December
31, 2004 and 2003, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2004,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with the  standards of the Public  Company  Accounting  Oversight  Board (United
States).  Those  standards  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

      As  discussed  in Note 1 of Notes to the  Financial  Statements  under the
heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.










                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 30, 2005




                                      F-13
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                                Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------

                                                2004              2003
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  682,792        $  711,441
   Accounts receivable:
      Oil and gas sales                         583,009           446,858
                                              ---------         ---------
         Total current assets                $1,265,801        $1,158,299

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             1,475,924         1,691,169

DEFERRED CHARGE                                  48,684            53,217
                                              ---------         ---------
                                             $2,790,409        $2,902,685
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $  123,591        $   77,907
   Gas imbalance payable                         83,181            38,187
   Asset retirement obligation-
      current (Note 1)                           38,950            28,206
                                              ---------         ---------
      Total current liabilities              $  245,722        $  144,300

LONG-TERM LIABILITIES:
   Accrued liability                         $  170,532        $  202,758
   Asset retirement obligation
      (Note 1)                                  165,722           166,247
                                              ---------         ---------
      Total long-term liabilities            $  336,254        $  369,005

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  136,932)      ($  153,480)
   Limited Partners, issued and
      outstanding, 244,536 Units              2,345,365         2,542,860
                                              ---------         ---------
         Total Partners' capital             $2,208,433        $2,389,380
                                              ---------         ---------
                                             $2,790,409        $2,902,685
                                              =========         =========

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



                                      F-14
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                                 Statements of Operations
                   For the Years Ended December 31, 2004, 2003, and 2002

                                           2004           2003          2002
                                       ------------    ----------    ----------
REVENUES:
   Oil and gas sales                    $3,334,518     $3,601,398    $2,740,888
   Interest income                           5,295          4,707         4,112
   Gain (loss) on sale of oil
       and gas properties              (       891)        16,854        17,501
                                         ---------      ---------     ---------
                                        $3,338,922     $3,622,959    $2,762,501
COSTS AND EXPENSES:
   Lease operating                      $  625,598     $  617,922    $  664,164
   Production tax                          234,264        250,353       193,962
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                       442,183        204,186       277,388
   General and
      administrative                       291,575        293,086       290,169
                                         ---------      ---------     ---------
                                        $1,593,620     $1,365,547    $1,425,683
                                         ---------      ---------     ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                 $1,745,302     $2,257,412    $1,336,818

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                                -             2,317          -
                                         ---------      ---------     ---------
NET INCOME                              $1,745,302     $2,259,729    $1,336,818
                                         =========      =========     =========
GENERAL PARTNER -
   NET INCOME                           $  213,797     $  243,670    $  158,236
                                         =========      =========     =========
LIMITED PARTNERS -
   NET INCOME                           $1,531,505     $2,016,059    $1,178,582
                                         =========      =========     =========

NET INCOME per Unit                     $     6.26     $     8.24    $     4.82
                                         =========      =========     =========

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


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




                                      F-15
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2004, 2003, and 2002


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

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

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

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

Balance, Dec. 31, 2004         $2,345,365       ($136,932)     $2,208,433
                                =========         =======       =========


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





                                      F-16
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2004, 2003, and 2002

                                       2004              2003           2002
                                   ------------      ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $1,745,302        $2,259,729     $1,336,818
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Cumulative effect of change
        in accounting for asset
        retirement obligations
        (Note 1)                          -          (     2,317)          -
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                     442,183           204,186        277,388
      (Gain) loss on sale of oil
        and gas properties                 891       (    16,854)   (    17,501)
      Settlement of asset
        retirement obligation      (       131)             -              -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales          (   136,151)           71,516    (   156,240)
      Decrease in deferred
        charge                           4,533             4,650         15,605
      Increase (decrease) in
        accounts payable                15,711       (    66,036)        57,544
      Increase (decrease) in
        gas imbalance payable           44,994       (     5,736)         3,199
      Increase (decrease) in
        accrued liability          (    32,226)            6,591         27,719
                                     ---------         ---------      ---------
   Net cash provided by
      operating activities          $2,085,106        $2,455,729     $1,544,532
                                     ---------         ---------      ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($  187,506)      ($   21,609)   ($  153,761)
   Proceeds from sale of oil
      and gas properties                  -               34,411         20,018
                                     ---------         ---------      ---------
   Net cash provided (used)
      by investing activities      ($  187,506)       $   12,802    ($  133,743)
                                     ---------         ---------      ---------



                                      F-17
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($1,926,249)      ($2,237,514)   ($1,301,377)
                                     ---------         ---------      ---------
   Net cash used by
      financing activities         ($1,926,249)      ($2,237,514)   ($1,301,377)
                                     ---------         ---------      ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       ($   28,649)       $  231,017     $  109,412

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              711,441           480,424        371,012
                                     ---------         ---------      ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  682,792        $  711,441     $  480,424
                                     =========         =========      =========


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





                                      F-18
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-D, an Oklahoma limited  partnership,  at December
31, 2004 and 2003, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2004,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with the  standards of the Public  Company  Accounting  Oversight  Board (United
States).  Those  standards  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

      As  discussed  in Note 1 of Notes to the  Financial  Statements  under the
heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.








                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 30, 2005




                                      F-19
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                                Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------

                                                 2004              2003
                                             ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $  432,834        $  438,562
   Accounts receivable:
      Oil and gas sales                          340,185           339,466
                                               ---------         ---------
         Total current assets                 $  773,019        $  778,028

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                                589,161           943,562

DEFERRED CHARGE                                    8,429             9,952
                                               ---------         ---------
                                              $1,370,609        $1,731,542
                                               =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                           $  131,321        $   83,251
   Gas imbalance payable                          41,607             5,189
   Asset retirement obligation-
      current (Note 1)                            11,975             7,187
                                               ---------         ---------
      Total current liabilities               $  184,903        $   95,627

LONG-TERM LIABILITIES:
   Accrued liability                          $  191,685        $  247,304
   Asset retirement obligation
      (Note 1)                                    97,207           306,844
                                               ---------         ---------
      Total long-term liabilities             $  288,892        $  554,148

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   55,158)      ($   47,561)
   Limited Partners, issued and
      outstanding, 131,008 Units                 951,972         1,129,328
                                               ---------         ---------
         Total Partners' capital              $  896,814        $1,081,767
                                               ---------         ---------
                                              $1,370,609        $1,731,542
                                               =========         =========

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



                                      F-20
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                                 Statements of Operations
                   For the Years Ended December 31, 2004, 2003, and 2002

                                           2004          2003          2002
                                       ------------   ----------    ----------
REVENUES:
   Oil and gas sales                    $1,894,897    $2,114,596    $1,623,494
   Interest income                           3,313         2,723         1,879
   Gain (loss) on sale of
      oil and gas properties           (       128)       10,701        15,250
                                         ---------     ---------     ---------
                                        $1,898,082    $2,128,020    $1,640,623
COSTS AND EXPENSES:
   Lease operating                      $  361,742    $  381,051    $  444,878
   Production tax                          132,611       147,379       115,236
   Depreciation, depletion
      and amortization
      of oil and gas
      properties                            96,020        97,024       139,325
   General and
      administrative                       171,351       167,388       164,911
                                         ---------     ---------     ---------
                                        $  761,724    $  792,842    $  864,350
                                         ---------     ---------     ---------

INCOME FROM CONTINUING OPERATIONS       $1,136,358    $1,335,178    $  776,273
                                         ---------     ---------     ---------
   Income (loss) from discontinued
      operations (Note 6)              (    96,495)      111,356        22,377

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

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                 $1,050,231    $1,446,534    $  798,650

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



                                      F-21
<PAGE>




NET INCOME                              $1,050,231    $1,449,409    $  798,650
                                         =========     =========     =========
GENERAL PARTNER - NET
   INCOME                               $  113,587    $  155,435    $   93,120
                                         =========     =========     =========
LIMITED PARTNERS - NET
   INCOME                               $  936,644    $1,293,974    $  705,530
                                         =========     =========     =========

NET INCOME per Unit                     $     7.15    $     9.88    $     5.39
                                         =========     =========     =========

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


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




                                      F-22
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2004, 2003, and 2002


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

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

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

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

Balance, Dec. 31, 2004         $  951,972       ($ 55,158)      $  896,814
                                =========         =======        =========



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





                                      F-23
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2004, 2003, and 2002

                                        2004             2003           2002
                                    ------------     ------------    ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,050,231       $1,449,409      $798,650
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Cumulative effect of change
        in accounting for asset
        retirement obligations
        (Note 1)                           -         (     2,875)        -
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                       98,838          122,507       149,360
      (Gain) loss on sale of
        oil and gas properties              128      (    10,701)    (  15,250)
      Gain on disposal of
        discontinued operations
        (Note 6)                    (    10,368)            -             -
      Settlement of asset
        retirement obligation       (        17)            -             -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales           (       719)          46,558     ( 135,638)
      Decrease in deferred
        charge                            1,523              997           665
      Increase (decrease) in
        accounts payable                 45,198      (    88,096)       23,479
      Increase in gas
        imbalance payable                36,418            5,189          -
      Increase (decrease) in
        accrued liability           (    55,619)     (     4,494)       41,604
                                      ---------        ---------       --------
   Net cash provided by
      operating activities           $1,165,613       $1,518,494      $862,870
                                      ---------        ---------       -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   24,743)     ($    6,141)    ($170,676)
   Proceeds from sale of oil
      and gas properties                   -              23,232        16,935
   Proceeds from disposal of
      discontinued operations
      (Note 6)                           88,586             -             -
                                      ---------        ---------       -------



                                      F-24
<PAGE>




   Net cash provided (used)
      by investing activities        $   63,843       $   17,091     ($153,741)
                                      ---------        ---------       -------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,235,184)     ($1,403,047)    ($563,113)
                                      ---------        ---------       -------
   Net cash used by
      financing activities          ($1,235,184)     ($1,403,047)    ($563,113)
                                      ---------        ---------       -------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        ($    5,728)      $  132,538      $146,016

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               438,562          306,024       160,008
                                      ---------        ---------       -------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  432,834       $  438,562      $306,024
                                      =========        =========       =======



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





                                      F-25
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-E, an Oklahoma limited  partnership,  at December
31, 2004 and 2003, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2004,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with the  standards of the Public  Company  Accounting  Oversight  Board (United
States).  Those  standards  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

      As  discussed  in Note 1 of Notes to the  Financial  Statements  under the
heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP










Tulsa, Oklahoma
March 30, 2005




                                      F-26
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------

                                                2004              2003
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $1,413,497        $1,513,224
   Accounts receivable:
      Oil and gas sales                         849,754         1,087,689
                                              ---------         ---------
         Total current assets                $2,263,251        $2,600,913

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             1,942,054         4,004,314

DEFERRED CHARGE                                  48,978            49,696
                                              ---------         ---------
                                             $4,254,283        $6,654,923
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $  768,152        $  415,194
   Gas imbalance payable                          5,643             2,736
   Asset retirement obligation-
      current (Note 1)                           28,411            12,713
                                              ---------         ---------
      Total current liabilities              $  802,206        $  430,643

LONG-TERM LIABILITIES:
   Accrued liability                         $  301,594        $  342,831
   Asset retirement obligation
      (Note 1)                                  188,764         1,756,150
                                              ---------         ---------
      Total long-term liabilities            $  490,358        $2,098,981

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  316,058)      ($  177,234)
   Limited Partners, issued and
      outstanding, 418,266 Units              3,277,777         4,302,533
                                              ---------         ---------
         Total Partners' capital             $2,961,719        $4,125,299
                                              ---------         ---------
                                             $4,254,283        $6,654,923
                                              =========         =========

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



                                      F-27
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                 Statements of Operations
                   For the Years Ended December 31, 2004, 2003, and 2002

                                           2004           2003           2002
                                        ----------     ----------     ----------
REVENUES:
   Oil and gas sales                    $4,633,713     $4,472,543     $2,859,082
   Interest income                          10,677          5,786          2,779
   Gain on sale of
      oil and gas properties                  -            76,301           -
                                         ---------      ---------      ---------
                                        $4,644,390     $4,554,630     $2,861,861

COSTS AND EXPENSES:
   Lease operating                      $  994,188     $1,047,478     $1,123,177
   Production tax                          365,443        278,317        161,710
   Depreciation, depletion
      and amortization
      of oil and gas
      properties                           196,510        221,181        314,833
   General and
      administrative                       488,702        487,927        484,967
                                         ---------      ---------      ---------
                                        $2,044,843     $2,034,903     $2,084,687
                                         ---------      ---------      ---------

INCOME FROM CONTINUING
   OPERATIONS                           $2,599,547     $2,519,727     $  777,174
                                         ---------      ---------      ---------
   Income (loss) from
      discontinued operations
      (Note 6)                         (   687,645)       785,456        149,044

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

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                 $2,000,659     $3,305,183     $  926,218

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



                                      F-28
<PAGE>




NET INCOME                              $2,000,659     $3,307,908     $  926,218
                                         =========      =========      =========
GENERAL PARTNER - NET
   INCOME                               $  218,415     $  367,060     $  127,708
                                         =========      =========      =========
LIMITED PARTNERS - NET
   INCOME                               $1,782,244     $2,940,848     $  798,510
                                         =========      =========      =========

NET INCOME per Unit                     $     4.26     $     7.03     $     1.91
                                         =========      =========      =========

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


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





                                      F-29
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2004, 2003, and 2002


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

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

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

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

Balance, Dec. 31, 2004          $3,277,777      ($316,058)      $2,961,719
                                 =========        =======        =========


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



                                      F-30
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2004, 2003, and 2002

                                        2004           2003            2002
                                    ------------   ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $2,000,659     $3,307,908      $  926,218
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Cumulative effect of change
        in accounting for asset
        retirement obligations
        (Note 1)                           -       (     2,725)           -
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                      215,745        412,149         392,936
      Gain on sale of oil and
        gas properties                     -       (    76,301)           -
      Gain on disposal of
        discontinued operations
        (Note 6)                    (    88,757)          -               -
      Settlement of asset
        retirement obligation       (       319)   (     1,848)           -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales               237,935    (   162,862)    (   237,737)
      Decrease in deferred
        charge                              718         19,480          18,536
      Increase (decrease) in
        accounts payable                342,489    (   331,565)    (    26,248)
      Increase (decrease) in
        accrued liability - other          -       (   122,289)        122,289
      Increase (decrease) in gas
        imbalance payable                 2,907           -        (     2,255)
      Increase (decrease) in
        accrued liability           (    41,237)        14,199          11,411
                                      ---------      ---------       ---------
   Net cash provided by
      operating activities           $2,670,140     $3,056,146      $1,205,150
                                      ---------      ---------       ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  237,849)   ($   21,436)    ($  486,120)
   Proceeds from sale of oil
      and gas properties                   -           101,704            -
   Proceeds from disposal of
      discontinued operations
      (Note 6)                          632,221           -               -
                                      ---------      ---------       ---------



                                      F-31
<PAGE>



   Net cash provided (used)
      by investing activities        $  394,372     $   80,268     ($  486,120)
                                      ---------      ---------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($3,164,239)   ($2,424,610)    ($  357,634)
                                      ---------      ---------       ---------
   Net cash used by
      financing activities          ($3,164,239)   ($2,424,610)    ($  357,634)
                                      ---------      ---------       ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        ($   99,727)    $  711,804      $  361,396

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             1,513,224        801,420         440,024
                                      ---------      ---------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $1,413,497     $1,513,224      $  801,420
                                      =========      =========       =========



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




                                      F-32
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly, in all material  respects,  the financial position of the Geodyne Energy
Income Limited Partnership III-F, an Oklahoma limited  partnership,  at December
31, 2004 and 2003, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2004,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with the  standards of the Public  Company  Accounting  Oversight  Board (United
States).  Those  standards  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

      As  discussed  in Note 1 of Notes to the  Financial  Statements  under the
heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP










Tulsa, Oklahoma
March 30, 2005




                                      F-33
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------
                                                2004              2003
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  696,460        $  521,918
   Accounts receivable:
      Oil and gas sales                         548,005           352,465
                                              ---------         ---------
         Total current assets                $1,244,465        $  874,383

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             1,727,931         1,695,682

DEFERRED CHARGE                                  21,947            22,237
                                              ---------         ---------
                                             $2,994,343        $2,592,302
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $   92,446        $   96,896
   Gas imbalance payable                          4,721             2,295
   Asset retirement obligation -
      current (Note 1)                            8,552             4,002
                                              ---------         ---------
      Total current liabilities              $  105,719        $  103,193

LONG-TERM LIABILITIES:
   Accrued liability                         $  105,877        $  131,768
   Asset retirement obligation
      (Note 1)                                  141,647           138,975
                                              ---------         ---------
      Total long-term liabilities            $  247,524        $  270,743

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  142,055)      ($  156,356)
   Limited Partners, issued and
      outstanding, 221,484 Units              2,783,155         2,374,722
                                              ---------         ---------
         Total Partners' capital             $2,641,100        $2,218,366
                                              ---------         ---------
                                             $2,994,343        $2,592,302
                                              =========         =========

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



                                      F-34
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                 Statements of Operations
                   For the Years Ended December 31, 2004, 2003, and 2002

                                      2004             2003              2002
                                   ----------       ----------        ----------
REVENUES:
   Oil and gas sales               $2,941,732       $2,479,778        $1,636,758
   Interest income                      3,841            2,295             1,692
                                    ---------        ---------         ---------
                                   $2,945,573       $2,482,073        $1,638,450

COSTS AND EXPENSES:
   Lease operating                 $  569,410       $  615,422        $  518,772
   Production tax                     157,277          139,080            84,586
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                  161,752          215,975           273,499
   General and
      administrative                  266,912          267,876           265,097
                                    ---------        ---------         ---------
                                   $1,155,351       $1,238,353        $1,141,954
                                    ---------        ---------         ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE            $1,790,222       $1,243,720        $  496,496

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

NET INCOME                         $1,790,222       $1,247,432        $  496,496
                                    =========        =========         =========
GENERAL PARTNER - NET
   INCOME                          $   95,789       $   70,747        $   35,680
                                    =========        =========         =========
LIMITED PARTNERS - NET
   INCOME                          $1,694,433       $1,176,685        $  460,816
                                    =========        =========         =========

NET INCOME per Unit                $     7.65       $     5.31        $     2.08
                                    =========        =========         =========

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


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




                                      F-35
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2004, 2003, and 2002


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

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

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

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

Balance, Dec. 31, 2004        $2,783,155       ($142,055)      $2,641,100
                               =========         =======        =========




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





                                      F-36
<PAGE>




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2004, 2003, and 2002

                                         2004             2003           2002
                                     ------------     ------------    ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $1,790,222       $1,247,432      $496,496
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Cumulative effect of change
        in accounting for asset
        retirement obligations
        (Note 1)                            -         (     3,712)         -
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                       161,752          215,975       273,499
      Settlement of asset
        retirement obligation               -         (       903)         -
      Increase in accounts
        receivable - oil and
        gas sales                    (   195,540)     (     4,165)    ( 108,479)
      Decrease in deferred
        charge                               290            7,709         7,055
      Increase (decrease) in
        accounts payable             (    12,362)     (    21,845)       59,967
      Increase (decrease) in
        accrued liability - other           -         (   102,690)      102,690
      Increase in gas
        imbalance payable                  2,426             -             -
      Increase (decrease) in
        accrued liability            (    25,891)          13,763         6,834
                                       ---------        ---------       -------
   Net cash provided by
      operating activities            $1,720,897       $1,351,564      $838,062
                                       ---------        ---------       -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($  180,521)     ($   16,762)    ($ 89,261)
   Proceeds from sale of oil
      and gas properties                   1,654           17,010          -
                                       ---------        ---------       -------
   Net cash provided (used)
      by investing activities        ($  178,867)      $      248     ($ 89,261)
                                       ---------        ---------       -------




                                      F-37
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($1,367,488)     ($1,114,482)    ($608,646)
                                       ---------        ---------       -------
   Net cash used by
      financing activities           ($1,367,488)     ($1,114,482)    ($608,646)
                                       ---------        ---------       -------
NET INCREASE IN CASH
   AND CASH EQUIVALENTS               $  174,542       $  237,330      $140,155

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                521,918          284,588       144,433
                                       ---------        ---------       -------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $  696,460       $  521,918      $284,588
                                       =========        =========       =======



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




                                      F-38
<PAGE>


            GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                         Notes to Financial Statements
             For the Years Ended December 31, 2004, 2003, and 2002

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

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

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

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

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

                      Initial           Extensions          Current
Partnership       Termination Date      Exercised       Termination Date
-----------       ------------------    ---------       ------------------
  III-A           November 22, 1999       3             November 22, 2005
  III-B           January 24, 2000        3             December 31, 2005
  III-C           February 28, 2000       3             December 31, 2005
  III-D           September 5, 2000       3             December 31, 2005
  III-E           December 26, 2000       3             December 31, 2005
  III-F           March 7, 2001           3             December 31, 2005



                                      F-39
<PAGE>



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

      An affiliate of the General  Partner owned the following Units at December
31, 2004:

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

               III-A                63,536                24.1%
               III-B                32,632                23.6%
               III-C                63,809                26.1%
               III-D                36,678                28.0%
               III-E               119,529                28.6%
               III-F                66,461                30.0%

      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 obtaining transportation services provided
by pipelines.  The Partnerships' oil is sold at or near the Partnerships'  wells
under  short-term  purchase  contracts  at  prevailing  arrangements  which  are
customary in the oil industry. The prices received for the Partnerships' oil and
gas are subject to influences such as global consumption and supply trends.


      Allocation of Costs and Revenues

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





                                      F-40
<PAGE>




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

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

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


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




                                      F-41
<PAGE>




                                                       Current
                               Payout             Costs and Income
      Partnership             Occurred                 Sharing
      -----------          -------------          ----------------
         III-A             2nd Qtr. 2000                10%/90%
         III-B             1st Qtr. 1998                15%/85%
         III-C             4th Qtr. 2001                10%/90%
         III-D             3rd Qtr. 2001                10%/90%
         III-E             3rd Qtr. 2001                10%/90%
         III-F             Not Paid Out                  5%/95%


      Cash and Cash Equivalents

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


      Credit Risks

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


      Oil and Gas Properties

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

      Depletion of the costs of producing oil and gas  properties,  amortization
of related  intangible  drilling and  development  costs,  and  depreciation  of
tangible  lease  and well  equipment  are  computed  on the  units-of-production
method.   The  Partnerships'   calculation  of  depreciation,   depletion,   and
amortization  includes  estimated  dismantlement  and abandonment  costs, net of
estimated salvage values. The depreciation, depletion, and amortization



                                      F-42
<PAGE>



rates,  which  include  accretion  of  the  asset  retirement  obligation,   per
equivalent  barrel of oil  produced  during the years ended  December  31, 2004,
2003, and 2002 were as follows:


            Partnership       2004        2003(1)     2002(1)
            -----------       -----       -------     -------

               III-A          $1.45        $1.42       $2.69
               III-B           1.71         1.76        2.80
               III-C           4.38         1.63        1.84
               III-D           1.68         1.28        1.52
               III-E           1.37         1.36        1.75
               III-F           1.83         2.41        2.55

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

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


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

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their proved oil and gas properties at the field level. If the unamortized costs
of oil and gas properties within a field exceed the expected undiscounted future
cash flows from such  properties,  the cost of the properties is written down to
fair value,  which is determined by using the discounted  future cash flows from
the  properties.  No impairment  provisions  were  recorded by the  Partnerships
during the three years ended December 31, 2004.  The risk that the  Partnerships
will be required to record impairment  provisions in the future increases as oil
and gas prices decrease.


      Deferred Charge

      Deferred Charge  represents  costs deferred for lease  operating  expenses
incurred  in  connection  with the  Partnerships'  underproduced  gas  imbalance
positions.  The rate used in calculating  the deferred  charge is the average of
the annual  production costs per Mcf. At December 31, 2004 and 2003,  cumulative
total gas sales volumes for underproduced wells were less than the Partnerships'
pro-rata  share  of total  gas  production  from  these  wells by the  following
amounts:




                                      F-43
<PAGE>



                                2004                        2003
                        --------------------       --------------------
      Partnership         Mcf        Amount          Mcf        Amount
      -----------       -------     --------       -------     --------

         III-A          216,217     $187,958       225,065     $195,649
         III-B          108,897      120,451       116,099      128,417
         III-C           82,810       48,684        90,520       53,217
         III-D            8,260        8,429         9,753        9,952
         III-E           24,848       48,978        25,212       49,696
         III-F           19,865       21,947        20,128       22,237


      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, 2004 and 2003,  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:

                                 2004                       2003
                         --------------------      --------------------
   Partnership             Mcf        Amount         Mcf        Amount
   -----------           -------     --------      -------     --------

      III-A               33,036     $ 28,718       39,165     $ 34,046
      III-B                8,886        9,828       12,428       13,746
      III-C              280,099      170,532      318,616      202,758
      III-D              187,853      191,685      223,033      247,304
      III-E              153,008      301,594      173,929      342,831
      III-F               95,834      105,877      114,044      131,768


      Oil and Gas Sales and Gas Imbalance Payable

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



                                      F-44
<PAGE>



are currently settling this liability. At December 31, 2004 and 2003 total sales
exceeded the Partnerships' share of estimated total gas reserves as follows:

                                2004                    2003
                        -------------------      -------------------
   Partnership            Mcf        Amount        Mcf        Amount
   -----------          ------      -------      ------      -------

      III-A             17,806      $26,709      14,859      $22,289
      III-B              9,840       14,760       7,807       11,711
      III-C             55,454       83,181      25,458       38,187
      III-D             27,738       41,607       3,459        5,189
      III-E              3,762        5,643       1,824        2,736
      III-F              3,147        4,721       1,530        2,295


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

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


      General and Administrative Overhead

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


      Use of Estimates in Financial Statements

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





                                      F-45
<PAGE>



      Income Taxes

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


      Asset Retirement Obligation

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  FAS No. 143 requires the
fair value of a liability for an asset retirement obligation to be recognized in
the period in which it is incurred if a reasonable estimate of fair value can be
made, and that the associated  asset  retirement costs be capitalized as part of
the carrying amount of the long-lived  asset.  The Partnerships own interests in
oil and gas properties which require  expenditures to plug and abandon the wells
when reserves in the wells are depleted.  On January 1, 2003,  the  Partnerships
adopted FAS No. 143 and recorded an increase in capitalized  cost of oil and gas
properties,  an increase  (decrease) in net income for the cumulative  effect of
the change in accounting  principle,  and an asset retirement  obligation in the
following approximate amounts for each Partnership:




                                      F-46
<PAGE>




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

   III-A            $109,000          ($1,000)            $110,000
   III-B              76,000          ( 1,000)              77,000
   III-C             192,000            2,000              190,000
   III-D             109,000            3,000              106,000
   III-E             264,000            3,000              261,000
   III-F             144,000            4,000              140,000

      The asset retirement  obligation is adjusted upwards each quarter in order
to recognize  accretion of the time-related  discount factor. For the year ended
December 31, 2004, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships
recognized  approximately $6,000, $1,000, $10,000,  $5,000, $11,000, and $9,000,
respectively,  of an  increase  in  depreciation,  depletion,  and  amortization
expense, which was comprised of accretion of the asset retirement obligation and
depletion of the increase in capitalized cost of oil and gas properties.

      The components of the change in asset retirement obligations for the years
ended December 31, 2004 and December 31, 2003 are as shown below.

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


                                             2004              2003
                                          ----------        ----------
Total Asset Retirement
  Obligation, January 1                    $114,993          $109,762
Additions and revisions                         466               627
Settlements and disposals                 (   4,865)             -
Accretion expense                             4,361             4,604
                                            -------           -------
Total Asset Retirement
  Obligation, December 31                  $114,955          $114,993
                                            =======           =======
Asset Retirement Obligation -
  Current                                  $ 18,336          $  8,501
Asset Retirement Obligation -
  Long-Term                                  96,619           106,492




                                      F-47
<PAGE>




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


                                             2004              2003
                                          ----------        ----------
Total Asset Retirement
  Obligation, January 1                    $ 83,211          $ 76,536
Additions and revisions                   (   2,532)              198
Settlements and disposals                 (   3,801)             -
Accretion expense                             2,987             6,477
                                            -------           -------
Total Asset Retirement
  Obligation, December 31                  $ 79,865          $ 83,211
                                            =======           =======
Asset Retirement Obligation -
  Current                                  $ 31,869          $ 25,060
Asset Retirement Obligation -
  Long-Term                                  47,996            58,151




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


                                             2004              2003
                                          ----------        ----------
Total Asset Retirement
  Obligation, January 1                    $194,453          $189,767
Additions and revisions                       2,478               230
Settlements and disposals                 (     131)        (   3,216)
Accretion expense                             7,872             7,672
                                            -------           -------
Total Asset Retirement
  Obligation, December 31                  $204,672          $194,453
                                            =======           =======
Asset Retirement Obligation -
  Current                                  $ 38,950          $ 28,206
Asset Retirement Obligation -
  Long-Term                                 165,722           166,247



                                      F-48
<PAGE>






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


                                             2004              2003
                                          ----------        ----------
Total Asset Retirement
  Obligation, January 1                    $314,031          $106,449
Additions and revisions                       1,054           203,597
Settlements and disposals                 (      17)        (     273)
Accretion expense                             6,941             4,258
Discontinued operations                   ( 212,827)             -
                                            -------           -------
Total Asset Retirement
  Obligation, December 31                  $109,182          $314,031
                                            =======           =======
Asset Retirement Obligation -
  Current                                  $ 11,975          $  7,187
Asset Retirement Obligation -
  Long-Term                                  97,207           306,844




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


                                              2004              2003
                                          ------------      ------------
Total Asset Retirement
  Obligation, January 1                    $1,768,863        $  260,513
Additions and revisions                           922         1,508,408
Settlements and disposals                 (     6,252)      (     4,687)
Accretion expense                              27,245             4,629
Discontinued operations                   ( 1,573,603)             -
                                            ---------         ---------
Total Asset Retirement
  Obligation, December 31                  $  217,175        $1,768,863
                                            =========         =========
Asset Retirement Obligation -
  Current                                  $   28,411        $   12,713
Asset Retirement Obligation -
  Long-Term                                   188,764         1,756,150





                                      F-49
<PAGE>




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


                                             2004              2003
                                           --------         ----------
Total Asset Retirement
  Obligation, January 1                    $142,977          $139,563
Additions and revisions                         774              -
Settlements and disposals                      -            (   2,303)
Accretion expense                             6,448             5,717
                                            -------           -------
Total Asset Retirement
  Obligation, December 31                  $150,199          $142,977
                                            =======           =======
Asset Retirement Obligation -
  Current                                  $  8,552          $  4,002
Asset Retirement Obligation -
  Long-Term                                 141,647           138,975



      Had FAS No.  143 been  adopted  at January 1, 2002 the amount of the asset
retirement  obligation at that date and at December 31, 2002 would not have been
materially  different  from the amount  recorded  at  January  1, 2003.  If this
accounting  policy had been in effect on January 1, 2002,  the pro forma  impact
for the III-A, III-B, III-C, III-D, III-E and III-F Partnerships during the year
ended December 31, 2002 would have been an increase in depreciation,  depletion,
and  amortization  expense of  approximately  $5,000,  $4,000,  $9,000,  $6,000,
$17,000, and $9,000, respectively:


2. TRANSACTIONS WITH RELATED PARTIES

      The  Partnerships  reimburse  the  General  Partner  for the  general  and
administrative  overhead applicable to the Partnerships,  based on an allocation
of actual costs  incurred by the General  Partner.  When actual  costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and affiliates.  The General Partner believes this allocation
method is reasonable.  Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged to the Partnerships  have not fluctuated due to the expense  limitations
imposed by the  Partnership  Agreement.  The  following is a summary of payments
made to the General  Partner or its affiliates by the  Partnerships  for general
and  administrative  overhead costs for the years ended December 31, 2004, 2003,
and 2002:



                                      F-50
<PAGE>




            Partnership         2004           2003           2002
            -----------       --------       --------       --------

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

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


3. MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten  percent or more of each  Partnership's  combined  oil and gas sales  during
2004, 2003, and 2002:


   Partnership              Purchaser                      Percentage
   -----------      ------------------------       --------------------------
                                                   2004       2003      2002
                                                   -----      -----     -----

      III-A         Eaglwing Trading, Inc.
                      ("Eaglwing")                 26.9%      27.0%     24.0%
                    Gulfterra Central Point
                      Allocation
                      ("Gulfterra")                12.2%        -         -
                    Valero Industrial Gas
                      L.P. ("Valero")                -        23.9%     21.0%
                    Conoco, Inc.                     -          -       16.2%
                    El Paso Energy Marketing
                      Company ("El Paso")            -          -       10.5%


      III-B         Eaglwing                       33.8%      32.0%     26.4%
                    Gulfterra                      11.0%        -         -
                    Valero                           -        20.3%     16.6%
                    Conoco, Inc.                     -          -       18.1%




                                      F-51
<PAGE>




      III-C         Duke Energy Field
                      Services, Inc. ("Duke")      18.3%      19.6%       -
                    Cinergy Marketing Company
                      ("Cinergy")                  14.5%      23.2%       -
                    ONEOK Texas Energy
                      Resources ("ONEOK")          13.4%        -         -
                    ONEOK Field Services
                      Company ("ONEOK FSC")        13.3%      17.7%     14.8%
                    Enogex Services
                      Corporation                  11.5%        -         -
                    El Paso                          -          -       44.8%

      III-D         Cinergy                        19.1%      28.1%       -
                    ONEOK                          18.0%        -         -
                    Eaglwing                       16.2%      23.9%     22.0%
                    Duke                           14.1%      14.5%       -
                    ONEOK FSC                      10.8%      15.2%     12.7%
                    El Paso                          -          -       43.1%

      III-E         Eaglwing                       24.4%      36.1%     43.7%
                    Duke                           15.1%      13.7%     12.1%
                    Mountain Gas Resources,
                      Inc. ("Mountain")            13.5%        -         -
                    Sempra Energy Trading
                      Corp. ("Sempra")             11.6%        -         -
                    Hunt Crude Oil Supply
                      Company                      10.4%        -         -
                    El Paso                          -          -       14.1%

      III-F         Mountain                       23.1%      19.7%       -
                    Sempra                         19.8%        -         -
                    Eaglwing                       18.4%      15.4%     19.9%
                    Duke                           14.7%      17.3%     13.9%
                    El Paso                          -          -       35.3%


      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-52
<PAGE>




      Capitalized Costs

      Capitalized costs and accumulated depreciation,  depletion,  amortization,
and valuation allowance at December 31, 2004 and 2003 were as follows:

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

                                                2004              2003
                                            -------------     -------------

   Proved properties                         $15,505,374       $16,012,281

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 14,743,570)     ( 15,164,288)
                                              ----------        ----------
         Net oil and gas
            properties                       $   761,804       $   847,993
                                              ==========        ==========

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

                                                2004              2003
                                            -------------     -------------
   Proved properties                         $ 9,271,100       $ 9,598,596

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        (  8,868,932)     (  9,148,323)
                                              ----------        ----------
         Net oil and gas
            properties                       $   402,168       $   450,273
                                              ==========        ==========




                                      F-53
<PAGE>



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

                                                2004              2003
                                            -------------     -------------
   Proved properties                         $18,190,059       $17,971,295

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 16,714,135)     ( 16,280,126)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 1,475,924       $ 1,691,169
                                              ==========        ==========


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

                                                2004              2003
                                            -------------     -------------
   Proved properties                         $ 9,297,180       $11,173,482

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        (  8,708,019)     ( 10,229,920)
                                              ----------        ----------

         Net oil and gas
            properties                       $   589,161       $   943,562
                                              ==========        ==========




                                      F-54
<PAGE>




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

                                                2004              2003
                                            -------------     -------------
   Proved properties                         $20,848,695       $33,870,262

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 18,906,641)     ( 29,865,948)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 1,942,054       $ 4,004,314
                                              ==========        ==========


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

                                                2004              2003
                                            -------------     -------------
   Proved properties                         $13,873,444       $13,680,802

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 12,145,513)     ( 11,985,120)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 1,727,931       $ 1,695,682
                                              ==========        ==========


      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition or exploration  activities during the years ended December 31, 2004,
2003, and 2002.  Costs incurred by the  Partnerships  in connection with oil and
gas property development activities for the years ended December 31, 2004, 2003,
and 2002 were as follows:



                                      F-55
<PAGE>




            Partnership        2004         2003(1)        2002
            -----------      --------     ----------     --------

               III-A         $ 78,142     $   53,311     $137,214
               III-B           52,376         32,726       63,540
               III-C          217,479         21,609      153,761
               III-D           27,306        209,710      170,676
               III-E          245,429      1,529,844      486,120
               III-F          188,433         16,762       89,261

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


      Quantities of Proved Oil and Gas Reserves - Unaudited

      The  following  tables   summarize   changes  in  net  quantities  of  the
Partnerships' proved reserves,  all of which are located in the United States of
America,  for the periods  indicated.  The proved reserves at December 31, 2004,
2003, and 2002 were estimated by petroleum  engineers  employed by affiliates of
the  Partnerships.  Certain  reserve  information  was  reviewed  by Ryder Scott
Company,   L.P.,  an  independent  petroleum  engineering  firm.  The  following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volumes to differ from the reserve  reports  prepared by the General Partner and
reviewed by Ryder Scott.




                                      F-56
<PAGE>




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

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

Proved reserves, Dec. 31, 2001                   191,786        4,021,761
   Production                                   ( 54,340)      (  908,912)
   Sale of minerals in place                        -          (   63,629)
   Extensions and discoveries                      3,943           93,874
   Revision of previous
      estimates                                 ( 80,893)         723,606
                                                 -------        ---------

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

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

Proved reserves, Dec. 31, 2004                   123,403        3,772,737
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2002                              55,311        3,815,412
                                                 =======        =========
   December 31, 2003                             134,026        3,989,058
                                                 =======        =========
   December 31, 2004                             118,462        3,722,768
                                                 =======        =========




                                      F-57
<PAGE>




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

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

Proved reserves, Dec. 31, 2001                   134,902        1,851,831
   Production                                   ( 39,042)      (  486,057)
   Sale of minerals in place                        -          (   41,974)
   Extensions and discoveries                        974           27,991
   Revision of previous
      estimates                                 ( 50,150)         324,236
                                                 -------        ---------

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

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

Proved reserves, Dec. 31, 2004                    74,694        1,557,071
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2002                              43,262        1,642,194
                                                 =======        =========
   December 31, 2003                              84,217        1,644,581
                                                 =======        =========
   December 31, 2004                              71,435        1,524,111
                                                 =======        =========



                                      F-58
<PAGE>




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

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

Proved reserves, Dec. 31, 2001                    85,153        5,132,032
   Production                                   ( 14,716)      (  817,975)
   Sale of minerals in place                    (    107)      (   13,589)
   Extensions and discoveries                     26,626          165,353
   Revision of previous
      estimates                                   13,960          462,792
                                                 -------        ---------

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

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

Proved reserves, Dec. 31, 2004                    81,674        4,632,503
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2002                             110,916        4,928,613
                                                 =======        =========
   December 31, 2003                              99,719        5,349,105
                                                 =======        =========
   December 31, 2004                              81,674        4,632,503
                                                 =======        =========




                                      F-59
<PAGE>



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

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

Proved reserves, Dec. 31, 2001                   197,373        2,948,537
   Production                                   ( 25,279)      (  501,256)
   Sale of minerals in place                    (     90)      (   11,178)
   Extensions and discoveries                     64,310          111,613
   Revision of previous
      estimates                                 (    122)         119,822
                                                 -------        ---------

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

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

Proved reserves, Dec. 31, 2004                    81,073        2,409,961
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2002                             236,192        2,667,538
                                                 =======        =========
   December 31, 2003                             157,044        2,652,614
                                                 =======        =========
   December 31, 2004                              81,073        2,409,961
                                                 =======        =========





                                      F-60
<PAGE>




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

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

Proved reserves, Dec. 31, 2001                   1,125,061       8,834,436
   Production                                   (  133,901)     (1,000,715)
   Extensions and discoveries                      301,037         138,157
   Revision of previous
      estimates                                 (   32,339)     (  717,619)
                                                 ---------       ---------

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

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

Proved reserves, Dec. 31, 2004                     158,508       6,440,079
                                                 =========       =========

PROVED DEVELOPED RESERVES:
   December 31, 2002                             1,259,858       7,254,259
                                                 =========       =========
   December 31, 2003                               674,924       6,565,947
                                                 =========       =========
   December 31, 2004                               158,508       6,440,079
                                                 =========       =========





                                      F-61
<PAGE>




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

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

Proved reserves, Dec. 31, 2001                   214,415        4,615,852
   Production                                   ( 23,209)      (  503,895)
   Extensions and discoveries                        649          102,747
   Revision of previous
      estimates                                   33,017          449,598
                                                 -------        ---------

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

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

Proved reserves, Dec. 31, 2004                   314,866        4,140,725
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2002                             224,872        4,664,302
                                                 =======        =========
   December 31, 2003                             360,288        4,482,383
                                                 =======        =========
   December 31, 2004                             314,866        4,140,725
                                                 =======        =========








                                      F-62
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2004 and 2003 are as
follows:

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

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

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


                                             2003
                        ----------------------------------------------
                          First      Second       Third      Fourth
                         Quarter     Quarter     Quarter     Quarter
                        ----------  ----------  ----------  ----------

Total Revenues          $1,243,101  $1,051,904  $  945,570  $  804,532
Gross Profit (1)         1,051,081     860,462     728,524     568,523
Net Income                 910,872     748,079     613,717     433,295
Limited Partners'
   Net Income
   Per Unit                   3.09        2.54        2.08        1.45



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



                                      F-63
<PAGE>



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


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

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

                                              2003
                        ---------------------------------------------
                          First       Second        Third    Fourth
                         Quarter      Quarter      Quarter   Quarter
                        --------     --------     --------   --------

Total Revenues          $701,334     $572,233     $511,485   $425,481
Gross Profit (1)         581,555      478,698      388,569    252,480
Net Income               498,480      408,943      324,694    166,766
Limited Partners'
   Net Income
   Per Unit                 3.03         2.49         1.97        .98





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



                                      F-64
<PAGE>



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


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

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

                                             2003
                        ----------------------------------------------
                          First     Second        Third       Fourth
                         Quarter    Quarter      Quarter      Quarter
                        ----------  --------     --------     --------

Total Revenues          $1,156,682  $964,974     $757,740     $743,563
Gross Profit (1)           917,916   740,580      598,071      498,117
Net Income                 798,685   609,714      477,634      373,696
Limited Partners'
   Net Income
   Per Unit                   2.92      2.23         1.74         1.35



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



                                      F-65
<PAGE>



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

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

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


                                                     2003
                              --------------------------------------------------
                                First      Second         Third        Fourth
                              Quarter(2)  Quarter(2)    Quarter(2)   Quarter(2)
                              ----------  ----------   ----------    ----------

Total Revenues                $750,318    $593,760      $339,690      $444,252
Gross Profit (1)               611,029     451,983       249,158       287,420
Income from Continuing
   Operations                  547,833     377,691       189,387       220,267
Income from Discontinued
   Operations                   37,716       8,063        24,823        40,754
Net Income                     588,424     385,754       214,210       261,021
Limited Partners'
   Net Income
   Per Unit                       4.03        2.63          1.45          1.77

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



                                      F-66
<PAGE>



(1)   Total revenues less oil and gas production expenses.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      the Jay Field as a discontinued  operation,  as described in Note 6 to the
      financial statements of the Partnership.

                                      F-67
<PAGE>


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


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

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


                                                 2003
                           --------------------------------------------------
                             First       Second        Third         Fourth
                           Quarter(2)   Quarter(2)    Quarter(2)   Quarter(2)
                           ----------   ----------   ----------    ----------

Total Revenues             $1,314,447   $1,229,908   $  964,200    $1,046,075
Gross Profit (1)              949,817      923,191      649,143       706,684
Income form Continuing
   Operations                 729,298      760,660      484,379       545,390
Income from Discontinued
   Operations                 268,614       65,108      166,374       285,360
Net Income                  1,000,637      825,768      650,753       830,750
Limited Partners'
   Net Income
   Per Unit                      2.13         1.76         1.38          1.76



                                      F-68
<PAGE>





----------------------------
(1)   Total revenues less oil and gas production expenses.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      the Jay Field as a discontinued  operation,  as described in Note 6 to the
      financial statements of the Partnership.



                                      F-69
<PAGE>



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


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

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


                                                 2003
                        --------------------------------------------------
                          First        Second        Third         Fourth
                         Quarter       Quarter       Quarter       Quarter
                        --------      --------      --------      --------

Total Revenues          $745,823      $640,388      $533,224      $562,638
Gross Profit (1)         546,974       453,186       351,566       375,845
Net Income               370,704       352,442       244,964       279,322
Limited Partners'
   Net Income
   Per Unit                 1.57         1.51           1.04          1.19



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







                                      F-70
<PAGE>



6. DISCONTINUED OPERATIONS

      On May 12,  2004  the  III-D  and  III-E  Partnerships  sold  all of their
interests in the  Jay-Little  Escambia Creek Field located in Santa Rosa County,
Florida  (the "Jay  Field") at a public oil and gas  auction  for  approximately
$721,000,  subject to standard transaction  requirements and adjustments.  These
proceeds were allocated approximately $89,000 and $632,000, respectively, to the
III-D and III-E Partnerships. This represents the sale of all oil and gas assets
held by the III-D and III-E  Partnerships  in the Jay Field and is  therefore  a
disposal of a business segment under Statement of Financial Accounting Standards
No. 144,  "Accounting for the Impairment or Disposal of Long-Lived  Assets" (FAS
144).  The sale  resulted in a gain on disposal of  discontinued  operations  of
approximately  $10,000  and  $89,000,  respectively,  for the  III-D  and  III-E
Partnerships.  Accordingly,  current year results of the Jay Field  segment have
been classified as discontinued, and prior periods have been restated.

      Results from discontinued operations are as follows:

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

                                    2004            2003           2002
                                ------------    ------------   ------------

Oil and gas sales                $  149,996      $  399,182     $  353,220
Lease operating                 (   233,768)    (   231,165)   (   294,962)
Production tax                  (     9,905)    (    31,178)   (    25,846)
Depreciation, depletion,
  and amortization of
  oil and gas properties        (     2,818)    (    25,483)   (    10,035)
                                  ---------       ---------      ---------
Income (loss) from
  discontinued operations       ($   96,495)     $  111,356     $   22,377
                                  =========       =========      =========

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

                                    2004            2003           2002
                                ------------    ------------   ------------

Oil and gas sales                $1,070,623      $2,848,673     $2,516,918
Lease operating                 ( 1,668,335)    ( 1,649,756)   ( 2,105,562)
Production tax                  (    70,698)    (   222,493)   (   184,209)
Depreciation, depletion,
  and amortization of
  oil and gas properties        (    19,235)    (   190,968)   (    78,103)
                                  ---------       ---------      ---------
Income (loss) from
  discontinued operations       ($  687,645)     $  785,456     $  149,044
                                  =========       =========      =========



                                      F-71
<PAGE>



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

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

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

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

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

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

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

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

 4.7        Fourth Amendment to Agreement of Limited  Partnership  dated July 1,
            1996 for Geodyne  Energy Income Limited  Partnership  III-A filed as
            Exhibit 4.22 to Registrant's Annual Report on Form 10-K for the year
            ended December



                                      F-72
<PAGE>



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

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

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

4.10        Seventh Amendment to Agreement of Limited Partnership dated November
            17, 2003, for the Geodyne Energy Income  Limited  Partnership  III-A
            filed as Exhibit 4.10 to Registrant's Annual Report on Form 10-K for
            the year ended  December 31,  2003,  filed with the SEC on March 30,
            2004 and is hereby incorporated by reference.

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

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

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

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




                                      F-73
<PAGE>



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

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

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

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

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

*4.20       Seventh Amendment to Agreement of Limited  Partnership dated January
            22, 2004, for the Geodyne Energy Income Limited Partnership III-B.

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

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




                                      F-74
<PAGE>



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

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

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

 4.26       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for Geodyne  Energy Income Limited  Partnership  III-C filed as
            Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 28, 2002 and
            is hereby incorporated by reference.

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

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

 4.29       Sixth Amendment to Agreement of Limited  Partnership  dated November
            14, 2001, for the Geodyne Energy Income  Limited  Partnership  III-C
            filed as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for
            the year ended December 31, 2001, filed with the SEC on February 28,
            2002 and is hereby incorporated by reference.

 4.30       Seventh Amendment to Agreement of Limited  Partnership dated January
            22, 2004, for the Geodyne Energy Income  Limited  Partnership  III-C
            filed as Exhibit 4.30 to Registrant's Annual Report on Form 10-K for
            the year



                                      F-75
<PAGE>



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

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

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

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

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

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

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

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




                                      F-76
<PAGE>



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

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

*4.40       Seventh  Amendment to Agreement of Limited  Partnership dated August
            18, 2004 for the Geodyne Energy Income Limited Partnership III-D.

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

 4.42       Certificate  of Limited  Partnership  dated  December  26,  2990 for
            Geodyne  Energy Income  Limited  Partnership  III-E filed as Exhibit
            4.37 to  Registrant's  Annual Report on Form 10-K for the year ended
            December  31,  2001,  filed with the SEC on February 28, 2002 and is
            hereby incorporated by reference.

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

 4.44       Second Amendment to Agreement of Limited Partnership dated August 4,
            1993 for Geodyne  Energy Income Limited  Partnership  III-E filed as
            Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

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




                                      F-77
<PAGE>



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

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

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

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

*4.50       Seventh  Amendment  to  Agreement  of  Limited  Partnership  for the
            Geodyne  Energy Income  Limited  Partnership  III-E dated August 18,
            2004.

 4.51       Agreement  of Limited  Partnership  dated  March 7, 1991 for Geodyne
            Energy  Income  Limited  Partnership  III-F  filed as Exhibit 4.6 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2000,  filed  with  the SEC on  March 5,  2001,  and is  hereby
            incorporated by reference.

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

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




                                      F-78
<PAGE>



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

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

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

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

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

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

*4.60       Seventh  Amendment  to  Agreement  of  Limited  Partnership  for the
            Geodyne  Energy Income Limited  Partnership  III-F dated February 7,
            2005.

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

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

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



                                      F-79
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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

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




                                      F-80
<PAGE>



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

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

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

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

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

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

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

      All other Exhibits are omitted as inapplicable.

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



                                      F-81