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, 2003

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................................................10
      ITEM 3.     LEGAL PROCEEDINGS.........................................28
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......29

PART II.....................................................................29
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......29
      ITEM 6.     SELECTED FINANCIAL DATA...................................31
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................38
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................63
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............63
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................63
      ITEM 9A.    CONTROLS AND PROCEDURES...................................63

PART III....................................................................64
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...64
      ITEM 11.    EXECUTIVE COMPENSATION....................................65
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT............................................73
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............74
      ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES....................76

PART IV.....................................................................77
      ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................77

      SIGNATURES............................................................88





                                      -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,  2003,  Samson owned
interests in approximately  14,000 oil and gas wells located in 20 states of the
United States and the countries of Canada, Venezuela,  Russia, and Australia. At
December 31, 2003, Samson operated approximately 4,000 oil and gas wells located
in 14 states of the United  States as well as  Canada,  Venezuela,  Russia,  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



                                      -4-
<PAGE>



gas properties as required for the prudent management of the Partnerships.

      As limited partnerships,  the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February  15,  2004,  Samson  employed  approximately  1,000  persons.  No
employees  are  covered by  collective  bargaining  agreements,  and  management
believes  that  Samson  provides a sound  employee  relations  environment.  For
information  regarding the executive officers of the General Partner,  see "Item
10. Directors and Executive Officers of the General Partner."

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

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements") the Partnerships were scheduled to terminate on
the dates  indicated in the "Initial  Termination  Date" column of the following
chart. However, the Partnership  Agreements provide that the General Partner may
extend the term of each Partnership for up to five periods of two years each. As
of the date of this Annual  Report on Form 10-K ("Annual  Report"),  the General
Partner has extended the term of the III-A,  III-B,  and III-C  Partnerships for
the third extension period,  and the III-D, III-E and III-F Partnerships for the
second 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             2        September 5, 2004
     III-E          December 26, 2000             2        December 26, 2004
     III-F          March 7, 2001                 2        March 7, 2005

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







                                      -5-
<PAGE>



      Funding

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


      Principal Products Produced and Services Rendered

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



                                      -6-
<PAGE>




      *  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.



      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 2003:



                                      -7-
<PAGE>




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

         III-A          Eaglwing Trading, Inc.
                          ("Eaglwing")                         27.0%
                        Valero Industrial Gas L.P.
                          ("Valero")                           23.9%

         III-B          Eaglwing                               32.0%
                        Valero                                 20.3%


         III-C          Cinergy Marketing Company
                          ("Cinergy")                          23.2%
                        Duke Energy Field Services,
                          Inc. ("Duke")                        19.6%
                        ONEOK Field Services Co.
                          ("ONEOK")                            17.7%

         III-D          Cinergy                                28.1%
                        Eaglwing                               23.9%
                        ONEOK                                  15.2%
                        Duke                                   14.5%

         III-E          Eaglwing                               36.1%
                        Duke                                   13.7%

         III-F          Mountain Gas Resources, Inc.           19.7%
                        Duke                                   17.3%
                        Eaglwing                               15.4%



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

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



                                      -8-
<PAGE>



      Oil, Gas, and Environmental Control Regulations

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

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

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

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

      Insurance Coverage

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



                                      -9-
<PAGE>



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, 2003.

                              Well Statistics(1)
                            As of December 31, 2003

                Number of Gross Wells(2)          Number of Net Wells(3)
              --------------------------        ---------------------------
 P/ship        Total      Oil       Gas          Total      Oil       Gas
--------       -----      ---       ---          ------    -----     -----
 III-A          193        90       103          12.24      3.73      8.51
 III-B          165        81        84           7.99      3.98      4.01
 III-C          184        63       121          20.75     11.51      9.24
 III-D          189       126        63          11.78      6.67      5.11
 III-E          252       101       151          28.43      7.17     21.26
 III-F          386       274       112          16.78      7.07      9.71
----------

(1)  The designation of a well as an oil well or gas well is made by the General
     Partner based on the relative  amount of oil and gas reserves for the well.
     Regardless of a well's oil or gas designation,  it may produce oil, gas, or
     both oil and gas.
(2)  As used in this Annual  Report,  "gross  well"  refers to a well in which a
     working  interest is owned;  accordingly,  the number of gross wells is the
     total number of wells in which a working interest is owned.
(3)  As  used  in  this  Annual  Report,  "net  well"  refers  to the sum of the
     fractional  working  interests  owned in gross wells.  For  example,  a 15%
     working interest in a well represents one gross well, but 0.15 net well.




                                      -10-
<PAGE>



      Drilling Activities

      During the year ended  December 31,  2003,  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
------------
Rancho Blanco
  #29               Webb         TX    0.0000     0.0062      Gas   Producing
Duke #1-C           San Juan     NM    0.0000     0.0004      Gas   Producing
Senter #1-B         San Juan     NM    0.0512     0.0392      Gas   Producing
Ira #1-29           Woods        OK    0.0000     0.0073      n/a   Dryhole
Peck #4-26          Caddo        OK    0.0100     0.0081      Gas   Producing

III-B P/ship
------------
Rancho Blanco
  #29               Webb         TX    0.0000     0.0029      Gas   Producing
Duke #1-C           San Juan     NM    0.0000     0.0001      Gas   Producing
Senter #1-B         San Juan     NM    0.0216     0.0165      Gas   Producing
Peck #4-26          Caddo        OK    0.0066     0.0054      Gas   Producing

III-C P/ship
------------
Thomas #1-20        Washita      OK    0.0000     0.0019      Gas   Producing
Tiffany #4-35       Haskell      OK    0.0040     0.0035      Gas   Producing
Phillips #1-33      Latimer      OK    0.0006     0.0006      Gas   Producing
Urchison #4-12H     Leflore      OK    0.0000     0.0004      Gas   Producing
Smitherman
  #4-26H (RY)       Haskell      OK    0.0000     0.0006      Gas   Producing
Sutmiller #1-8      Leflore      OK    0.0059     0.0059      Gas   Producing
Pixler 5-15H
  (RY)              Haskell      OK    0.0000     0.0011      Gas   Producing
Cantrell 4-15H
  (RY)              Haskell      OK    0.0000     0.0011      Gas   Producing
Wimberly #5-27H
  (RY)              Haskell      OK    0.0000     0.0002      Gas   Producing
Wimberly #3-27H
  (RY)              Haskell      OK    0.0000     0.0002      Gas   Producing
Ellis #1-23         Pittsburg    OK    0.0000     0.0003      Gas   Producing
Beaver Mountain
  #1-14             Haskell      OK    0.0048     0.0048      Gas   Shut-in
Rancho Blanco
  #29               Webb         TX    0.0000     0.0012      Gas   Producing
Sugg 1895 #6        Irion        TX    0.0000     0.0021      Gas   Producing
Sugg 1895 #7        Irion        TX    0.0000     0.0021      Gas   Producing
Sugg AA 1894
  #3                Irion        TX    0.0000     0.0021      Oil   Producing



                                      -11-
<PAGE>



Duke #1-C           San Juan     NM    0.0000     0.0001      Gas   Producing
Senter #1-B         San Juan     NM    0.0090     0.0069      Gas   Producing
Renete #2-25        Stephens     OK    0.0000     0.0023      Gas   Producing
Verner #1-11        Pittsburg    OK    0.0000     0.0037      Gas   Producing
Hamilton #4-13
  (RY)              Pittsburg    OK    0.0000     0.0063      Gas   Producing
Lindsey #1-11
  (RY)              Pittsburg    OK    0.0000     0.0037      n/a   Well in
                                                                    progress
McEntire #16-14     Atoka        OK    0.0001     0.0001      n/a   Well in
                                                                    progress

III-D P/ship
------------
Thomas #1-20        Washita      OK    0.0000     0.0003      Gas   Producing
Tiffany #4-35       Haskell      OK    0.0006     0.0005      Gas   Producing
Phillips #1-33      Latimer      OK    0.0005     0.0005      Gas   Producing
Urchison #4-12H     Leflore      OK    0.0000     0.0001      Gas   Producing
Smitherman
  #4-26H (RY)       Haskell      OK    0.0000     0.0001      Gas   Producing
Sutmiller #1-8      Leflore      OK    0.0008     0.0008      Gas   Producing
Forster #1-34
  (RY)              Pittsburg    OK    0.0000     0.0012      Gas   Producing
Pixler 5-15H
  (RY)              Haskell      OK    0.0000     0.0002      Gas   Producing
Cantrell 4-15H
  (RY)              Haskell      OK    0.0000     0.0002      Gas   Producing
Wimberly #5-27H
  (RY)              Haskell      OK    0.0000     0.0000      Gas   Producing
Wimberly #3-27H
  (RY)              Haskell      OK    0.0000     0.0000      Gas   Producing
Ellis #1-23         Pittsburg    OK    0.0000     0.0000      Gas   Producing
Beaver Mountain
  #1-14             Haskell      OK    0.0007     0.0007      Gas   Shut-in
Sugg 1895 #6        Irion        TX    0.0000     0.0018      Gas   Producing
Sugg 1895 #7        Irion        TX    0.0000     0.0018      Gas   Producing
Sugg AA 1894 #3     Irion        TX    0.0000     0.0018      Oil   Producing
Renete #2-25        Stephens     OK    0.0000     0.0003      Gas   Producing
Verner #1-11        Pittsburg    OK    0.0000     0.0005      Gas   Producing
Hamilton #4-13
  (RY)              Pittsburg    OK    0.0000     0.0009      Gas   Producing
Lindsey #1-11
  (RY)              Pittsburg    OK    0.0000     0.0005      n/a   Well in
                                                                    progress
McEntire #16-14     Atoka        OK    0.0000     0.0000      n/a   Well in
                                                                    progress

III-E P/ship
------------
Forster #1-34
  (RY)              Pittsburg    OK    0.0000     0.0002      Gas   Producing
Hay Reservoir
  Unit #80          Sweetwater   WY    0.0000     0.0026      Gas   Producing




                                      -12-
<PAGE>



Hay Reservoir
  Unit #81          Sweetwater   WY    0.0000     0.0026      Gas   Producing
Hay Reservoir
  Unit #82          Sweetwater   WY    0.0000     0.0026      Gas   Producing
Hay Reservoir
  Unit #85          Sweetwater   WY    0.0000     0.0026      Gas   Producing
St. 5075-36-
  11WA              Campbell     WY    0.0000     0.0006      Gas   Shut-in
St. 5075-36-
  41WA              Campbell     WY    0.0000     0.0019      n/a   Well in
                                                                    progress
St. 5075-36-
  13WA              Campbell     WY    0.0000     0.0006      n/a   Well in
                                                                    progress
St. 5075-36-
  23WA              Campbell     WY    0.0000     0.0019      n/a   Well in
                                                                    progress
St. 5075-36-
  33WA              Campbell     WY    0.0000     0.0006      n/a   Well in
                                                                    progress
St. 5075-36-
  31WA              Campbell     WY    0.0000     0.0006      n/a   Well in
                                                                    progress
Love 5075-14-
  21WA              Campbell     WY    0.0000     0.0014      n/a   Well in
                                                                    progress
Love 5075-14-
  11WA              Campbell     WY    0.0000     0.0014      n/a   Well in
                                                                    progress
Love 5075-11-
  43WA              Campbell     WY    0.0000     0.0010      n/a   Well in
                                                                    progress
Love 5075-14-
  13WA              Campbell     WY    0.0000     0.0010      n/a   Well in
                                                                    progress
Love 5075-11-
  41WA              Campbell     WY    0.0000     0.0010      n/a   Well in
                                                                    progress
Love 5075-11-
  33WA              Campbell     WY    0.0000     0.0005      n/a   Well in
                                                                    progress
Love 5075-11-
  43CO              Campbell     WY    0.0000     0.0010      n/a   Well in
                                                                    progress
Love 5075-11-
  41CO              Campbell     WY    0.0000     0.0010      n/a   Well in
                                                                    progress
Love 5075-14-
  13CO              Campbell     WY    0.0000     0.0010      n/a   Well in
                                                                    progress
Love 5075-14-
  11CO              Campbell     WY    0.0000     0.0014      n/a   Well in
                                                                    progress




                                      -13-
<PAGE>


Love 5075-14-
  33WA              Campbell     WY    0.0000     0.0019      n/a   Well in
                                                                    progress
Love 5075-14-
  23WA              Campbell     WY    0.0000     0.0019      n/a   Well in
                                                                    progress
Love 5075-11-
  33CO              Campbell     WY    0.0000     0.0005      n/a   Well in
                                                                    progress
Love 5075-14-
  33CO              Campbell     WY    0.0000     0.0019      n/a   Well in
                                                                    progress
Love 5075-14-
  21CO              Campbell     WY    0.0000     0.0014      n/a   Well in
                                                                    progress
Love 5075-14-
  23CO              Campbell     WY    0.0000     0.0019      n/a   Well in
                                                                    progress
North Hay
  Federal
  #10-17            Sweetwater   WY    0.0000     0.0014      n/a   Dryhole
St. 5075-36-
  43WA              Campbell     WY    0.0000     0.0019      n/a   Well in
                                                                    progress
Hay Reservoir
  Unit #86          Sweetwater   WY    0.0000     0.0026      n/a   Well in
                                                                    progress

III-F P/ship
------------
Hay Reservoir
  Unit #80          Sweetwater   WY    0.0000     0.0022      Gas   Producing
Hay Reservoir
  Unit #81          Sweetwater   WY    0.0000     0.0022      Gas   Producing
Hay Reservoir
  Unit #82          Sweetwater   WY    0.0000     0.0022      Gas   Producing
Hay Reservoir
  Unit #85          Sweetwater   WY    0.0000     0.0022      Gas   Producing
North Hay
  Federal
  #10-17            Sweetwater   WY    0.0000     0.0016      n/a   Dryhole
Hay Reservoir
  Unit #86          Sweetwater   WY    0.0000     0.0022      n/a   Well in
                                                                    progress

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

      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



                                      -14-
<PAGE>



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.



                                      -15-
<PAGE>




                              Net Production Data

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

                                           Year Ended December 31,
                                    -------------------------------------
                                       2003           2002        2001
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           45,080         54,340      82,520
   Gas (Mcf)                           516,905        908,912     791,697

Oil and gas sales:
   Oil                              $1,336,984     $1,316,966  $2,030,557
   Gas                               2,702,323      2,558,132   3,394,606
                                     ---------      ---------   ---------
      Total                         $4,039,307     $3,875,098  $5,425,163
                                     =========      =========   =========
Total direct operating
  expenses                          $  836,517     $  915,252  $1,020,090
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         20.7%          23.6%       18.8%

Average sales price:
   Per barrel of oil                    $29.66         $24.24      $24.61
   Per Mcf of gas                         5.23           2.81        4.29

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 6.37         $ 4.45      $ 4.76




                                      -16-
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    -------------------------------------
                                       2003           2002        2001
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           31,275         39,042      58,965
   Gas (Mcf)                           243,753        486,057     400,249

Oil and gas sales:
   Oil                              $  931,510     $  949,685  $1,457,455
   Gas                               1,276,052      1,326,476   1,689,008
                                     ---------      ---------   ---------
      Total                         $2,207,562     $2,276,161  $3,146,463
                                     =========      =========   =========
Total direct operating
   expenses                         $  509,231     $  622,936  $  630,746
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         23.1%          27.4%       20.0%

Average sales price:
   Per barrel of oil                    $29.78         $24.32      $24.72
   Per Mcf of gas                         5.24           2.73        4.22

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 7.08         $ 5.19      $ 5.02





                                      -17-
<PAGE>



                              Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2003           2002        2001
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           13,872         14,716      14,973
   Gas (Mcf)                           668,059        817,975     935,377

Oil and gas sales:
   Oil                              $  416,104     $  361,020  $  382,250
   Gas                               3,185,294      2,379,868   3,988,865
                                     ---------      ---------   ---------
      Total                         $3,601,398     $2,740,888  $4,371,115
                                     =========      =========   =========
Total direct operating
   expenses                         $  868,275     $  858,126  $  980,377
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         24.1%          31.3%       22.4%

Average sales price:
   Per barrel of oil                    $30.00         $24.53      $25.53
   Per Mcf of gas                         4.77           2.91        4.26

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 6.93         $ 5.68      $ 5.74





                                      -18-
<PAGE>



                              Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2003           2002        2001
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           26,438         25,279      27,570
   Gas (Mcf)                           387,346        501,256     561,664

Oil and gas sales:
   Oil                              $  718,528     $  563,269  $  610,171
   Gas                               1,795,250      1,413,445   2,302,188
                                     ---------      ---------   ---------
      Total                         $2,513,778     $1,976,714  $2,912,359
                                     =========      =========   =========
Total direct operating
   expenses                         $  790,773     $  880,922  $  914,671
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         31.5%          44.6%       31.4%

Average sales price:
   Per barrel of oil                    $27.18         $22.28      $22.13
   Per Mcf of gas                         4.63           2.82        4.10

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 8.69         $ 8.10      $ 7.55





                                      -19-
<PAGE>



                              Net Production Data

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

                                            Year Ended December 31,
                                   ---------------------------------------
                                       2003          2002        2001
                                   ----------     ---------- -----------
Production:
   Oil (Bbls)                         129,314        133,901     162,557
   Gas (Mcf)                          854,720      1,000,715   1,226,795

Oil and gas sales:
   Oil                             $3,404,768     $2,858,109  $3,486,759
   Gas                              3,916,448      2,517,891   4,751,785
                                    ---------      ---------   ---------
      Total                        $7,321,216     $5,376,000  $8,238,544
                                    =========      =========  ==========
Total direct operating
  expenses                         $3,198,044     $3,574,658  $3,511,241
                                    =========      =========  ==========
Direct operating expenses
   as a percentage of oil
   and gas sales                        43.7%          66.5%       42.6%

Average sales price:
   Per barrel of oil                   $26.33         $21.34      $21.45
   Per Mcf of gas                        4.58           2.52        3.87

Direct operating expenses
   per equivalent Bbl of
   oil                                 $11.77         $11.89      $ 9.57





                                      -20-
<PAGE>



                              Net Production Data

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

                                            Year Ended December 31,
                                    -------------------------------------
                                       2003           2002        2001
                                    ----------     ----------  ----------
Production:
   Oil (Bbls)                           20,685         23,209      27,090
   Gas (Mcf)                           412,842        503,895     621,792

Oil and gas sales:
   Oil                              $  598,509     $  529,406  $  603,765
   Gas                               1,881,269      1,107,352   2,330,535
                                     ---------      ---------   ---------
      Total                         $2,479,778     $1,636,758  $2,934,300
                                     =========      =========   =========
Total direct operating
   expenses                         $  754,502     $  603,358  $  891,493
                                     =========      =========   =========
Direct operating expenses
   as a percentage of oil
   and gas sales                         30.4%          36.9%       30.4%

Average sales price:
   Per barrel of oil                    $28.93         $22.81      $22.29
   Per Mcf of gas                         4.56           2.20        3.75

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 8.43         $ 5.63      $ 6.82


      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,  2003.  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



                                      -21-
<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,  2003.   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, 2003  ($29.25 per barrel and $5.77 per Mcf,  respectively)  were higher than
the prices in effect on December  31, 2002 ($28.00 per barrel and $4.74 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, 2003 to be higher than such estimates and values
at December  31,  2002.  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, 2003. There
can be no assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves at December 31, 2003 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, 2003(1)

   III-A Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            4,039,478
         Oil and liquids (Bbls)                                 139,211

      Net present value (discounted at
         10% per annum)                                     $13,377,306




                                      -22-
<PAGE>



   III-B Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            1,677,840
         Oil and liquids (Bbls)                                  87,639

      Net present value (discounted at
         10% per annum)                                     $ 6,143,806


   III-C Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            5,349,105
         Oil and liquids (Bbls)                                  99,719

      Net present value (discounted at
         10% per annum)                                     $13,637,641

   III-D Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            2,652,614
         Oil and liquids (Bbls)                                 157,044

      Net present value (discounted at
         10% per annum)                                     $ 6,989,483


   III-E Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            6,565,947
         Oil and liquids (Bbls)                                 674,924

      Net present value (discounted at
         10% per annum)                                     $16,923,995


   III-F Partnership:
   -----------------
      Estimated proved reserves:
         Gas (Mcf)                                            4,482,383
         Oil and liquids (Bbls)                                 360,288

      Net present value (discounted at
         10% per annum)                                     $12,072,331

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



                                      -23-
<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, 2003:

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

                      III-A          20           8%
                      III-B           4           2%
                      III-C         109          26%
                      III-D         102          27%
                      III-E          48          16%
                      III-F          27           7%


      The following tables set forth certain well and reserve  information as of
December  31, 2003 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 Las Animas Arch Basin straddles east Colorado and northwest Kansas. Southern
Oklahoma  contains  the  Southern  Oklahoma  Folded Belt Basin.  The  Jay-Little
Escambia  Creek  Field Unit  ("Jay-LEC  Unit") is located in Santa Rosa  County,
Florida,  while the  Green  River  Basin is  located  in  southern  Wyoming  and
northwest  Colorado.  The Permian Basin  straddles  west Texas and southeast New
Mexico.



                                      -24-
<PAGE>
<TABLE>



                                     Significant Properties as of December 31, 2003
                                     ----------------------------------------------
<CAPTION>

                                      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            65      5.30        48        113        4      4%    126,833     1,573,609     $7,246,383
     Anadarko              32      2.03        15         47       14     30%      5,157     1,650,566      4,407,127

III-B Partnership:
     Gulf Coast            61      2.98        48        109        -      -      82,798       775,223     $3,906,191
     Anadarko              38      2.48         9         47        3      6%      1,412       492,897      1,336,490

III-C Partnership:
     Anadarko              55      6.26        55        110       27     25%      6,429     2,509,715     $6,686,330
     Southern Okla.
       Folded Belt         36      6.98        15         51       21     41%     56,222     1,712,218      4,334,175
     Permian               25      6.60        11         36       32     89%     35,654       719,994      1,353,955

III-D Partnership:
     Anadarko              33      3.55        55         88       27     31%      3,074     1,875,390     $4,923,359
     Permian               25      5.52        11         36       32     89%     23,830       577,988        980,561
     Southern Okla.
       Folded Belt         27      1.93        13         40       14     35%     42,716       166,571        729,421
     Jay-LEC Unit          86       .56         -         86        -      -      72,676        13,456        120,022

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

</TABLE>



                                      -25-
<PAGE>

<TABLE>


                                     Significant Properties as of December 31, 2003
                                     ----------------------------------------------
<CAPTION>

                                      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           55      4.24         16        71         -      -       18,048    2,845,591    $6,254,308
     Gulf Coast            49      5.33          8        57         6     11%      12,302    1,060,584     3,148,369
     Anadarko              21      5.09          3        24        19     79%      10,076    1,109,490     2,407,470
     East Texas             3      1.06          1         4         3     75%       2,840      838,613     1,836,570
     Jay-LEC Unit          86      4.01          -        86         -      -      518,676      101,437       874,415

III-F Partnership:
     Green River           55      3.56         16        71         -      -       15,156    2,394,146    $5,222,283
     Las Animas Arch       66      1.73          -        66         -      -      151,042      555,501     2,391,801
     Anadarko              26      5.68          3        29        24     83%      20,927    1,024,856     2,205,953

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

</TABLE>



                                      -26-
<PAGE>



      Following is a description of those oil and gas properties whose revisions
in the estimated  proved  reserves  (based on  equivalent  barrels of oil) as of
December 31, 2003,  as compared to December 31, 2002,  were  significant  to the
Partnerships.

      The III-A and III-B  Partnerships'  estimated  proved  reserves  increased
approximately 117,000 and 77,000 barrels of oil equivalent, respectively, in the
Amoco Fee #3 located in Jefferson Davis Parish, Louisiana from December 31, 2002
to December 31, 2003.  This increase was primarily due to a revised  forecast in
reserves based on actual production experience. In addition, the III-A and III-B
Partnerships'  estimated  proved  reserves  decreased  approximately  30,000 and
20,000  barrels  of oil  equivalent,  respectively,  in the Donald #1 located in
Jefferson  Davis Parish,  Louisiana from December 31, 2002 to December 31, 2003.
This decrease was primarily due to a downward revision of behind pipe reserves.

      The III-D and III-E  Partnerships'  estimated  proved  reserves  decreased
approximately 70,000 and 552,000 barrels of oil equivalent, respectively, in the
Jay-Little Escambia Creek Field Unit located in Santa Rosa County,  Florida from
December 31, 2002 to December 31, 2003. The significant  downward  adjustment in
future oil  production,  as well as an increase in  estimated  future  operating
expenses  and  abandonment  expenditures,  have also  significantly  reduced the
estimated value of this property's  reserves.  These changes have been made as a
result of the reduced oil  production and higher  production,  workover and well
abandonment  expenses realized over the last several months.  See the "Liquidity
and Capital Resources"  section located in "Item 7. Management's  Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations"  for a further
discussion of this property.

      The III-F Partnership's  estimated proved reserves increased approximately
98,000  barrels  of oil  equivalent  in the  Healdton  Unit #1 located in Carter
County,  Oklahoma from December 31, 2002 to December 31, 2003. This increase was
primarily  due to a revised  forecast  in  reserves  based on actual  production
experience.   The  III-F  Partnership's   estimated  proved  reserves  increased
approximately 91,000 barrels of oil equivalent in the Frontera B Unit located in
Cheyenne  County,  Colorado  from  December 31, 2002 to December 31, 2003.  This
increase was  primarily  due to a revised  forecast in reserves  based on actual
production  experience.  In addition,  the III-F Partnership's  estimated proved
reserves decreased  approximately  82,000 barrels of oil equivalent in the Trail
Unit located in  Sweetwater  County,  Wyoming from December 31, 2002 to December
31, 2003.  This  decrease was  primarily  due to a revised  forecast in reserves
based on actual production experience.




                                      -27-
<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, in an effort to minimize  potential  exposure created by
the Wyoming statutes and accompanying legal fees, Samson refunded to the royalty
and overriding  royalty  interest owners who were potential class members all of
the amounts which were claimed to be improperly deducted plus statutory interest
thereon.  The  applicable  portions  of these  refunds  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.



                                      -28-
<PAGE>




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


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

      There were no matters  submitted to a vote of the Limited  Partners of any
Partnership during 2003.


                                    PART II

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As of March 3, 2004, 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              1,155
               III-B           138,336                682
               III-C           244,536              1,096
               III-D           131,008                578
               III-E           418,266              1,795
               III-F           221,484                933

      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



                                      -29-
<PAGE>



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


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

                      2002                          2003               2004
            -------------------------     -------------------------    ----
            1st    2nd     3rd   4th      1st   2nd     3rd    4th      1st
P/ship      Qtr.   Qtr.    Qtr.  Qtr.     Qtr.  Qtr.    Qtr.   Qtr.     Qtr.
------      ----   ----    ----  ----     ----  ----    ----   ----     ----
III-A       $14    $13     $20   $18      $16   $14     $20    $18      $16
III-B        13     11      20    18       16    13      17     14       13
III-C        16     15      18    17       16    14      26     24       22
III-D        19     19      23    22       21    18      28     25       23
III-E        24     24      25    25       24    23      22     21       19
III-F        22     21      20    19       18    18      26     24       23


      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.




                                      -30-
<PAGE>



      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 2002, 2003, and the first quarter of 2004:




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

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

      III-A      $3.20        $1.49       $1.73      $2.46
      III-B       3.48         1.63        1.72       2.56
      III-C       1.35          .90        1.26       1.26
      III-D        .75          .44        1.34       1.22
      III-E         -            -          .27        .36
      III-F        .64          .85         .59        .52



                                   2003                           2004
                 -----------------------------------------        -----
                  1st         2nd          3rd       4th           1st
      P/ship      Qtr.        Qtr.         Qtr.      Qtr.          Qtr.
      ------     -----       -----        -----      -----        -----

      III-A      $1.78        $2.39       $3.21      $2.51        $1.81
      III-B       1.85         2.41        3.05       2.45         1.64
      III-C       1.07         2.06        2.56       2.45         1.79
      III-D       1.26         2.63        3.20       2.46         2.15
      III-E        .64          .87        1.91       1.68         2.06
      III-F        .74          .70        1.72       1.56         1.35



ITEM 6.     SELECTED FINANCIAL DATA

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




                                      -31-
<PAGE>


<TABLE>


                                                 Selected Financial Data

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


                                  2003                2002              2001              2000              1999
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $4,039,307          $3,875,098        $5,425,163        $4,111,261        $2,071,891
Net Income:
   Limited Partners             2,419,111           1,822,932         3,211,072         2,424,492           717,149
   General Partner                286,852             256,987           405,019           275,300            54,650
   Total                        2,705,963           2,079,919         3,616,091         2,699,792           771,799
Limited Partners' Net
   Income per Unit                   9.16                6.91             12.16              9.18              2.72
Limited Partners' Cash
   Distributions per
   Unit                              9.89                8.88             14.66              6.42              3.30
Total Assets                    2,357,510           2,465,350         3,086,819         3,585,623         2,793,806
Partners' Capital
   (Deficit):
   Limited Partners             2,213,330           2,405,219         2,927,287         3,587,215         2,857,723
   General Partner            (   104,097)         (   87,091)      (   114,834)      (   132,196)      (   194,823)
Number of Units
   Outstanding                    263,976             263,976           263,976           263,976           263,976
</TABLE>



                                      -32-
<PAGE>

<TABLE>


                                                 Selected Financial Data

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

                                  2003                2002              2001              2000              1999
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $2,207,562          $2,276,161        $3,146,463        $2,462,438        $1,259,735
Net Income:
   Limited Partners             1,171,730             916,420         1,701,127         1,364,829           417,755
   General Partner                227,153             216,453           348,971           264,081           110,131
   Total                        1,398,883           1,132,873         2,050,098         1,628,910           527,886
Limited Partners' Net
   Income per Unit                   8.47                6.62             12.30              9.87              3.02
Limited Partners' Cash
   Distributions per
   Unit                              9.76                9.39             14.44              7.34              3.27
Total Assets                    1,270,257           1,390,931         1,830,746         2,069,748         1,690,316
Partners' Capital
   (Deficit):
   Limited Partners             1,178,224           1,357,494         1,741,074         2,037,947         1,687,118
   General Partner            (    68,928)        (    48,554)      (    67,276)      (    38,756)      (    79,362)
Number of Units
   Outstanding                    138,336             138,336           138,336           138,336           138,336

</TABLE>


                                      -33-
<PAGE>

<TABLE>


                                                 Selected Financial Data

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

                                  2003                2002              2001              2000              1999
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $3,601,398          $2,740,888        $4,371,115        $4,150,431        $2,446,824
Net Income:
   Limited Partners             2,016,059           1,178,582         2,653,485         2,554,851         1,053,071
   General Partner                243,670             158,236           163,926           143,251            75,430
   Total                        2,259,729           1,336,818         2,817,411         2,698,102         1,128,501
Limited Partners' Net
   Income per Unit                   8.24                4.82             10.85             10.45              4.31
Limited Partners' Cash
   Distributions per
   Unit                              8.14                4.77             16.36              8.45              4.98
Total Assets                    2,902,685           2,751,198         2,627,295         3,949,266         3,447,965
Partners' Capital
   (Deficit):
   Limited Partners             2,542,860           2,517,801         2,507,219         3,854,734         3,364,883
   General Partner            (   153,480)        (   150,636)      (   175,495)      (   152,824)      (   168,448)
Number of Units
   Outstanding                    244,536             244,536           244,536           244,536           244,536

</TABLE>
                                      -34-
<PAGE>

<TABLE>

                                                 Selected Financial Data

                                                    III-D Partnership
                                                    -----------------
<CAPTION>

                                  2003                2002              2001              2000              1999
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $2,513,778          $1,976,714        $2,912,359        $3,095,191        $2,007,243
Net Income:
   Limited Partners             1,293,974             705,530         1,630,013         1,893,355           870,221
   General Partner                155,435              93,120           107,057           109,411            55,068
   Total                        1,449,409             798,650         1,737,070         2,002,766           925,289
Limited Partners' Net
   Income per Unit                   9.88                5.39             12.44             14.45              6.64
Limited Partners' Cash
   Distributions per
   Unit                              9.55                3.75             19.36             13.21              5.87
Total Assets                    1,731,542           1,458,550         1,157,930         1,987,262         1,810,172
Partners' Capital
   (Deficit):
   Limited Partners             1,129,328           1,086,354           872,824         1,779,811         1,618,456
   General Partner            (    47,561)        (    50,949)      (    72,956)      (    58,871)      (    66,221)
Number of Units
   Outstanding                    131,008             131,008           131,008           131,008           131,008
</TABLE>



                                      -35-
<PAGE>

<TABLE>


                                                 Selected Financial Data

                                                    III-E Partnership
                                                    -----------------
<CAPTION>

                                  2003                2002              2001              2000              1999
                              ------------        ------------      ------------      -------------     ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $7,321,216          $5,376,000        $8,238,544        $10,477,026       $7,046,449
Net Income:
   Limited Partners             2,940,848             798,510         3,744,610          6,952,136        2,016,127
   General Partner                367,060             127,708           261,289            378,449          124,846
   Total                        3,307,908             926,218         4,005,899          7,330,585        2,140,973
Limited Partners' Net
   Income per Unit                   7.03                1.91              8.95              16.62             4.82
Limited Partners' Cash
   Distributions per
   Unit                              5.10                 .63             14.81              15.73             2.62
Total Assets                    6,654,923           4,442,417         3,768,636          6,138,734        5,742,231
Partners' Capital
   (Deficit):
   Limited Partners             4,302,533           3,492,685         2,960,175          5,410,565        5,037,429
   General Partner            (   177,234)        (   250,684)      (   286,758)      (    240,721)     (   259,526)
Number of Units
   Outstanding                    418,266             418,266           418,266            418,266          418,266

</TABLE>


                                      -36-
<PAGE>

<TABLE>


                                                 Selected Financial Data

                                                    III-F Partnership
                                                    -----------------
<CAPTION>

                                  2003                2002              2001              2000              1999
                              ------------        ------------      ------------      ------------      ------------

<S>                            <C>                 <C>               <C>               <C>               <C>
Oil and Gas Sales              $2,479,778          $1,636,758        $2,934,300        $3,437,321        $2,314,446
Net Income:
   Limited Partners             1,176,685             460,816         1,782,241         2,142,067           801,095
   General Partner                 70,747              35,680           103,349           125,735            59,101
   Total                        1,247,432             496,496         1,885,590         2,267,802           860,196
Limited Partners' Net
   Income per Unit                   5.31                2.08              8.05              9.67              3.62
Limited Partners' Cash
   Distributions per
   Unit                              4.72                2.60             13.62              9.59              2.23
Total Assets                    2,592,302           2,427,147         2,369,806         3,638,555         3,689,702
Partners' Capital
   (Deficit):
   Limited Partners             2,374,722           2,245,037         2,359,221         3,593,980         3,575,913
   General Partner            (   156,356)        (   159,621)      (   161,655)      (   135,914)      (   154,318)
Number of Units
   Outstanding                    221,484             221,484           221,484           221,484           221,484

</TABLE>




                                      -37-
<PAGE>



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

      Use of Forward-Looking Statements and Estimates

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

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


      General Discussion

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

      *  Worldwide and domestic supplies of oil and natural gas;
      *  The ability of the members of the  Organization of Petroleum  Exporting
         Countries ("OPEC") to agree upon and maintain oil prices and production
         quotas;



                                      -38-
<PAGE>




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



                                      -39-
<PAGE>



Volumes,  and Average  Production  Costs."  Following  is a  discussion  of each
Partnerships'  results of  operations  for the year ended  December  31, 2003 as
compared to the year ended  December 31, 2002,  and for the year ended  December
31, 2002 as compared to the year ended December 31, 2001.


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

                     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
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



                                      -40-
<PAGE>



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.

      The Limited Partners have received cash distributions through December 31,
2003 totaling $36,559,701 or 138.50% of Limited Partners' capital contributions.


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

      Total oil and gas sales decreased  $1,550,065  (28.6%) in 2002 as compared
to 2001.  Of this  decrease,  approximately  (i)  $1,339,000  was  related  to a
decrease in the  average  price of gas sold and (ii)  $693,000  was related to a
decrease in volumes of oil sold.  These  decreases were  partially  offset by an
increase  of  approximately  $503,000  related to an  increase in volumes of gas
sold.  Volumes of oil sold decreased  28,180 barrels,  while volumes of gas sold
increased  117,215 Mcf in 2002 as compared to 2001.  The  decrease in volumes of
oil sold was  primarily  due to (i) a decline in  production  on  several  wells
following  the  recompletions  of those  wells  during mid 2001 and (ii)  normal
declines in production.  These decreases were partially offset by an increase in
production on one significant  well due to the successful  workover of that well
during mid 2002. The increase in volumes of gas sold was primarily due to (i) an
increase in production on one significant well due to the successful workover of
that well  during  early  2002 and (ii)  positive  prior  period  gas  balancing
adjustments on two significant wells during 2002. These increases were partially
offset by a  decline  in  production  on two  significant  wells  following  the
recompletions  of those  wells  during  mid  2001.  Average  oil and gas  prices
decreased  to $24.24 per barrel  and $2.81 per Mcf,  respectively,  in 2002 from
$24.61 per barrel and $4.29 per Mcf, respectively, in 2001.

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



                                      -41-
<PAGE>



significant  well  during  2002.  As a  percentage  of oil and gas sales,  these
expenses increased to 23.6% in 2002 from 18.8% in 2001. This percentage increase
was primarily due to the decreases in the average prices of oil and gas sold.

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

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



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

                     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 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



                                      -42-
<PAGE>



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.

      The Limited Partners have received cash distributions through December 31,
2003 totaling $20,777,353 or 150.19% of Limited Partners' capital contributions.


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

      Total oil and gas sales decreased  $870,302 (27.7%) in 2002 as compared to
2001. Of this decrease,  approximately (i) $725,000 was related to a decrease in
the  average  price of gas sold and (ii)  $492,000  was related to a decrease in
volumes of oil sold.  These  decreases were  partially  offset by an increase of
approximately $362,000 related to an increase in volumes of gas sold. Volumes of
oil sold decreased  19,923 barrels,  while volumes of gas sold increased  85,808
Mcf in 2002 as  compared  to  2001.  The  decrease  in  volumes  of oil sold was
primarily  due to (i) a decline in  production  on several  wells  following the
recompletions  of those  wells  during  mid 2001 and  (ii)  normal  declines  in
production. These decreases were partially offset by



                                      -43-
<PAGE>



an increase in production on one significant well due to the successful workover
of that well during mid 2002.  The increase in volumes of gas sold was primarily
due to (i) positive prior period gas balancing  adjustments  on two  significant
wells during 2002 and (ii) an increase in production on one significant well due
to the successful  workover of that well during early 2002. These increases were
partially  offset by a decline in production on two significant  wells following
the  recompletions  of those wells  during mid 2001.  Average oil and gas prices
decreased  to $24.32 per barrel  and $2.73 per Mcf,  respectively,  in 2002 from
$24.72 per barrel and $4.22 per Mcf, respectively, in 2001.

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

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $22,159  (7.0%)  in 2002 as  compared  to  2001.  This  increase  was
primarily due to (i) an increase in depletable oil and gas properties  primarily
due to  drilling  activities  on several  wells  during  2002 and (ii)  downward
revisions in the estimates of remaining oil reserves at December 31, 2002. These
increases  were  partially  offset  by (i) two  significant  wells  being  fully
depleted in 2001 due to the lack of remaining economically  recoverable reserves
and (ii) upward revisions in the estimates of remaining gas reserves at December
31, 2002. As a percentage of oil and gas sales,  this expense increased to 14.8%
in 2002 from 10.0% in 2001.  This  percentage  increase was primarily due to the
decreases in the average prices of oil and gas sold.

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





                                      -44-
<PAGE>



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

                     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 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



                                      -45-
<PAGE>



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.

      The Limited Partners have received cash distributions through December 31,
2003 totaling $27,664,795 or 113.13% of Limited Partners' capital contributions.


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

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

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $122,251 (12.5%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a decrease in production taxes associated with
the  decrease  in oil and gas  sales  and (ii) a  decrease  in  lease  operating
expenses  associated  with the  decreases in volumes of oil and gas sold.  These
decreases were  partially  offset by (i) workover  expenses  incurred on several
wells within the same unit during 2002 and (ii)  workover  expenses  incurred on
two significant  wells during 2002. As a percentage of oil and gas sales,  these
expenses increased to 31.3% in 2002 from 22.4% in 2001. This percentage increase
was primarily due to the decreases in the average prices of oil and gas sold.



                                      -46-
<PAGE>




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

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



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

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

      Total oil and gas sales increased  $537,064 (27.2%) in 2003 as compared to
2002. Of this increase,  approximately $129,000 and $703,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by a decrease  of  approximately  $321,000  related to a
decrease in volumes of gas sold.  Volumes of oil sold  increased  1,159 barrels,
while  volumes  of gas sold  decreased  113,910  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 $27.18 per barrel and $4.63 per Mcf,  respectively,
in 2003 from $22.28 per barrel and $2.82 per Mcf, respectively, in 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $90,149 (10.2%) 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,  (ii)  workover  expenses
incurred on several wells within the same unit during 2002, and (iii) lower



                                      -47-
<PAGE>



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 31.5% in 2003 from 44.6% 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  $26,853  (18.0%)  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.  These decreases were partially offset by (i)
an increase in depreciation, depletion, and amortization of approximately $8,000
due to a change in accounting  estimate of future plugging and abandonment costs
related  to the  Jay-Little  Escambia  Creek  Field  Unit  located in Santa Rosa
County,  Florida and (ii)  substantial  downward  revisions in the  estimates of
remaining oil and gas reserves on the same unitized property in 2003 as compared
to 2002. As a percentage of oil and gas sales,  these expenses decreased to 4.9%
in 2003 from 7.6% 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 6.7% in 2003 from 8.3% in 2002. This percentage decrease was primarily due to
the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2003 totaling $15,311,669 or 116.88% of Limited Partners' capital contributions.


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

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



                                      -48-
<PAGE>




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

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

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



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

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

      Total oil and gas sales increased  $1,945,216  (36.2%) in 2003 as compared
to 2002. Of this increase, approximately $645,000 and $1,766,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases were partially offset by a decrease of approximately  $367,000 related
to a  decrease  in volumes  of gas sold.  Volumes of oil and gas sold  decreased
4,587 barrels and 145,995 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 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 $26.33
per barrel and $4.58 per Mcf,



                                      -49-
<PAGE>



respectively, in 2003 from $21.34 per barrel and $2.52 per Mcf, respectively, in
2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $376,614 (10.5%) 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 and (ii) workover
expenses  incurred on several wells within one unit during 2002. These decreases
were 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 43.7% in 2003 from 66.5% 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
increased  $19,213  (4.9%)  in 2003 as  compared  to  2002.  This  increase  was
primarily due to (i) an increase in depreciation, depletion, and amortization of
approximately  $63,000 due to a change in accounting estimate of future plugging
and  abandonment  costs  related to the  Jay-Little  Escambia  Creek  Field Unit
located in Santa Rosa County,  Florida,  (ii) substantial  downward revisions in
the estimates of remaining oil and gas reserves on the same unitized property in
2003 as  compared  to 2002,  and (iii)  another  significant  well  being  fully
depleted in 2003 due to the lack of remaining economically recoverable reserves.
These increases were partially  offset by (i) two significant  wells being fully
depleted in 2002 due to the lack of remaining economically  recoverable reserves
and (ii) the  decreases in volumes of oil and gas sold.  As a percentage  of oil
and gas sales,  this expense  decreased to 5.6% in 2003 from 7.3% 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 6.7%
in 2003 from 9.0% in 2002.  This  percentage  decrease was  primarily due to the
increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2003 totaling $46,488,016 or 111.14% of Limited Partners' capital contributions.


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

      Total oil and gas sales decreased  $2,862,544  (34.7%) in 2002 as compared
to  2001.   Of  this   decrease,   approximately   (i)  $615,000  and  $876,000,
respectively,  were related to decreases in volumes of oil and gas sold and (ii)
$1,358,000 was related to a



                                      -50-
<PAGE>



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

      Oil and gas production  expenses  (including lease operating  expenses and
production  expenses) increased $63,417 (1.8%) in 2002 as compared to 2001. This
increase  was  primarily  due to an increase in  workover  expenses  incurred on
several wells within  several  units in 2002 as compared to 2001.  This increase
was partially  offset by (i) a decrease in production  taxes associated with the
decrease  in oil and gas sales and (ii) a decrease in lease  operating  expenses
associated with the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales,  this expense  increased to 66.5% in 2002 from 42.6% in 2001.
This  percentage  increase  was  primarily  due to the  decreases in the average
prices of oil and gas sold.

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

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





                                      -51-
<PAGE>



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

                     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.

      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%



                                      -52-
<PAGE>



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.

      The Limited Partners have received cash distributions through December 31,
2003 totaling $18,386,904 or 83.02% of Limited Partners' capital contributions.


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

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

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

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




                                      -53-
<PAGE>



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

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


      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 2003, 2002, and 2001.




                                      -54-
<PAGE>




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

                             Average Sales Prices
-----------------------------------------------------------------------------
P/ship              2003                     2002                 % 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        27.18        4.63          22.28      2.82         22%      64%
III-E        26.33        4.58          21.34      2.52         23%      82%
III-F        28.93        4.56          22.81      2.20         27%     107%


                              Production Volumes
-----------------------------------------------------------------------------
P/ship             2003                        2002              % 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        26,438      387,346        25,279     501,256      ( 5%)   (23%)
III-E       129,314      854,720       133,901   1,000,715      ( 3%)   (15%)
III-F        20,685      412,842        23,209     503,895      (11%)   (18%)


                           Average Production Costs
                         per Barrel of Oil Equivalent
                      -----------------------------------
                  P/ship      2003      2002      % Change
                  ------     ------    -----      --------
                  III-A      $ 6.37    $4.45          43%
                  III-B        7.08     5.19          36%
                  III-C        6.93     5.68          22%
                  III-D        8.69     8.10           7%
                  III-E       11.77    11.89         ( 1%)
                  III-F        8.43     5.63          50%





                                      -55-
<PAGE>




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

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


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


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




                                      -56-
<PAGE>




      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
are not  reinvested in productive  assets,  except to the extent that  producing
wells are improved, 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 2003  production  levels for future  years,  the  Partnerships'  proved
reserve  quantities  at  December  31, 2003 would have the  following  remaining
lives:

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

                     III-A                7.8             3.1
                     III-B                6.9             2.8
                     III-C                8.0             7.2
                     III-D                6.8             5.9
                     III-E                7.7             5.2
                     III-F               10.9            17.4

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

      The   Partnerships'   available   capital   from  the  Limited   Partners'
subscriptions  has been spent on oil and gas  properties  and there should be no
further material capital  resource  commitments in the future.  The Partnerships
have no debt  commitments.  Cash for  operational  purposes  will be provided by
current oil and gas  production.  During 2003,  2002, and 2001 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          2003             2002              2001
      -----------        -------          --------          --------

         III-A           $53,311          $137,214          $314,177
         III-B            32,726            63,540           207,751
         III-C            21,609           153,761           128,049
         III-D             6,141           170,676            58,029
         III-E            21,436           486,120           338,130
         III-F            16,762            89,261            52,855

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



                                      -57-
<PAGE>



General  Partner  believes that these  activities  are necessary for the prudent
operation of the properties and maximization of their value to the Partnerships.

      The  Partnerships  sold certain oil and gas properties  during 2003, 2002,
and  2001.  The sale of the  Partnerships'  properties  was made by the  General
Partner after giving due  consideration  to both the offer price and the General
Partner's  estimate  of the  property's  remaining  proved  reserves  and future
operating  costs. Net proceeds from the sale of such properties were included in
the  calculation  of  the  Partnerships'  cash  distributions  for  the  quarter
immediately following the Partnerships'  receipt of the proceeds.  The amount of
such proceeds from the sale of oil and gas  properties  during 2003,  2002,  and
2001, were as follows:

      Partnership           2003           2002             2001
      -----------         --------       -------         --------
        III-A             $  1,902       $  -            $  7,352
        III-B                  984           118            3,105
        III-C               34,411        20,018           52,664
        III-D               23,232        16,935            7,258
        III-E              101,704          -              55,511
        III-F               17,010          -             344,043


      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.

      The III-D and III-E  Partnerships  own a .65% and 4.67% working  interest,
respectively,  in the Jay-Little Escambia Creek Field Unit located in Santa Rosa
County, Florida. This property is operated by ExxonMobil and consists of several
oil and gas producing wells,  several nitrogen gas injection wells (to stimulate
production), and a gas plant. The injection process leads to very high operating
costs.  As a result,  changes in oil (in  particular) and natural gas prices can
significantly  impact net cash flow and the  estimated net present value of this
property's proved reserves.  Based on information received from the operator, in
late  2001  through  early  2003  this  property   experienced   mechanical  and
operational difficulties primarily associated with the nitrogen injection system
and  gas  plant  operations.  Also,  the  drilling  of a  directional  well  has
significantly  exceeded the operator's  original cost estimates.  Recently,  the
operator  notified the working  interest owners that  additional  costs would be
incurred  in  order to plug  several  wells,  as well as  conduct  various  well
workovers,  compression  repairs,  and other  significant  expenses.  It is very
likely that  significant  plugging  costs will continue since there are numerous
wells which are not yet plugged. As a result of these costs, cash flow from this
property has been reduced and at times has been negative.



                                      -58-
<PAGE>




      The  Jay-Little  Escambia Creek Field Unit is very sensitive to changes in
oil prices and production volumes. To the extent material repairs, drilling, and
plugging activities  continue to be conducted,  this property's cash flows could
continue to be low or negative despite  relatively high oil and gas prices.  The
General Partner currently  intends to sell the  Partnerships'  interests in this
property at a large oil and gas  auction  during  2004.  There is,  however,  no
assurance  that the property will be sold. A joint  interest audit of ExxonMobil
expenses charged on this property for the period July 2001 through December 2002
resulted  in  audit   exceptions   of   approximately   $17,000  and   $120,000,
respectively,  for the III-D and III-E Partnerships.  ExxonMobil is not required
to respond to these audit  exceptions until early June 2004. The General Partner
cannot currently  determine what amount, if any, may be recovered as a result of
these audit exceptions.

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

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



                                      -59-
<PAGE>



                         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           2        September 5, 2004
     III-E          December 26, 2000           2        December 26, 2004
     III-F          March 7, 2001               2        March 7, 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.


      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



                                      -60-
<PAGE>



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

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

      The  Deferred  Charge on the  Balance  Sheets  included  in Item 8 of this
Annual Report represents costs deferred for lease operating expenses incurred in
connection  with  the  Partnerships'   underproduced  gas  imbalance  positions.
Conversely, the Accrued Liability represents charges accrued for lease operating
expenses  incurred  in  connection  with  the  Partnerships'   overproduced  gas
imbalance  positions.  The rates used in  calculating  the  Deferred  Charge and
Accrued Liability are the annual average production cost per Mcf.

      The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships'  wells under short-term purchase
contracts  at  prevailing  prices  in  accordance  with  arrangements  which are
customary  in  the  oil  and  gas  industry.  Sales  of  gas  applicable  to the
Partnerships'  interest in producing  oil and gas leases are recorded as revenue
when  the gas is  metered  and  title  transferred  pursuant  to the  gas  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.




                                      -61-
<PAGE>



      New Accounting Pronouncements

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

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  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:

                                      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

      These amounts  differ  significantly  from the estimates  disclosed in the
Annual  Report  on Form  10-K  for the year  ended  December  31,  2002 due to a
revision of the methodology  used in calculating the change in capitalized  cost
of oil and gas properties.

      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, 2003, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships
recognized approximately $5,000, $6,000, $9,000, $14,000,  $83,000, and $10,000,
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.


      Inflation and Changing Prices

      Prices obtained for oil and gas  production  depend upon numerous factors,
 including the extent of domestic and foreign



                                      -62-
<PAGE>



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 2003.  Oil and gas prices  have  fluctuated
during  recent  years  and  generally  have not  followed  the same  pattern  as
inflation. See "Item 2. Properties - Oil and Gas Production,  Revenue, and Price
History."


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

      The Partnerships do not hold any market risk sensitive instruments.


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

      None.


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.



                                      -63-
<PAGE>




                                    PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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

            Name              Age      Position with Geodyne
      ----------------        ---     --------------------------------
      Dennis R. Neill          52     President and Director

      Judy K. Fox              53     Secretary

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

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

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


      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 2003 of reports required under Section 16 of the Securities  Exchange Act
of 1934.




                                      -64-
<PAGE>




      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  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 2003, 2002, and 2001, 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.



                                      -65-
<PAGE>



            Partnership         2003          2002         2001
            -----------       --------      --------     --------

               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 2003, 2002, and 2001:





                                      -66-
<PAGE>
<TABLE>



                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2003
<CAPTION>

                                                                        Long Term Compensation
                                                                    -----------------------------------
                                   Annual Compensation                        Awards            Payouts
                                -------------------------------     -----------------------     -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                    Salary        Bonus     sation       Award(s)      Options/     Payouts     sation
   Position             Year      ($)          ($)        ($)          ($)          SARs(#)       ($)         ($)
---------------         ----    -------      -------    -------     ----------     --------     -------     -------
<S>                     <C>     <C>            <C>        <C>         <C>            <C>          <C>         <C>
Dennis R. Neill,
President(1)            2001      -            -          -           -              -            -           -
                        2002      -            -          -           -              -            -           -
                        2003      -            -          -           -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2001    $154,275       -          -           -              -            -           -
                        2002    $148,384       -          -           -              -            -           -
                        2003    $150,821       -          -           -              -            -           -

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



                                      -67-
<PAGE>


<TABLE>

                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2003
<CAPTION>

                                                                            Long Term Compensation
                                                                    ------------------------------------
                                        Annual Compensation                  Awards             Payouts
                                 -------------------------------    -----------------------     -------
                                                                                    Securi-
                                                          Other                      ties                     All
     Name                                                 Annual    Restricted      Under-                   Other
      and                                                Compen-      Stock         lying        LTIP       Compen-
   Principal                     Salary       Bonus      sation      Award(s)      Options/     Payouts     sation
   Position             Year       ($)         ($)         ($)         ($)          SARs(#)       ($)         ($)
---------------         ----     -------     -------     -------    ----------     --------     -------     -------
<S>                     <C>      <C>           <C>         <C>        <C>            <C>          <C>         <C>
Dennis R. Neill,
President(1)            2001       -           -           -          -              -            -           -
                        2002       -           -           -          -              -            -           -
                        2003       -           -           -          -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2001     $80,848       -           -          -              -            -           -
                        2002     $77,761       -           -          -              -            -           -
                        2003     $79,038       -           -          -              -            -           -

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



                                      -68-
<PAGE>

<TABLE>


                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2003
<CAPTION>

                                                                           Long Term Compensation
                                                                     ----------------------------------
                                       Annual Compensation                     Awards           Payouts
                                 -------------------------------     -----------------------    -------
                                                                                     Securi-
                                                          Other                       ties                    All
     Name                                                 Annual     Restricted      Under-                  Other
      and                                                Compen-       Stock         lying       LTIP       Compen-
   Principal                     Salary       Bonus      sation       Award(s)      Options/    Payouts     sation
   Position             Year       ($)         ($)         ($)          ($)          SARs(#)      ($)         ($)
---------------         ----     -------     -------     -------     ----------     --------    -------     -------
<S>                     <C>      <C>           <C>         <C>         <C>            <C>         <C>         <C>
Dennis R. Neill,
President(1)            2001       -           -           -           -              -           -           -
                        2002       -           -           -           -              -           -           -
                        2003       -           -           -           -              -           -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2001     $142,915      -           -           -              -           -           -
                        2002     $137,458      -           -           -              -           -           -
                        2003     $139,716      -           -           -              -           -           -

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



                                      -69-
<PAGE>

<TABLE>


                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2003
<CAPTION>

                                                                           Long Term Compensation
                                                                    -----------------------------------
                                       Annual Compensation                    Awards            Payouts
                                -------------------------------     ------------------------    -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                    Salary       Bonus      sation       Award(s)      Options/     Payouts     sation
   Position             Year      ($)         ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------         ----    -------     -------     -------     ----------     --------     -------     -------
<S>                     <C>     <C>           <C>         <C>         <C>            <C>          <C>         <C>
Dennis R. Neill,
President(1)            2001      -           -           -           -              -            -           -
                        2002      -           -           -           -              -            -           -
                        2003      -           -           -           -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2001    $76,564       -           -           -              -            -           -
                        2002    $73,641       -           -           -              -            -           -
                        2003    $74,850       -           -           -              -            -           -

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



                                      -70-
<PAGE>
<TABLE>



                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2003
<CAPTION>

                                                                          Long Term Compensation
                                                                  -------------------------------------
                                      Annual Compensation                  Awards               Payouts
                                -------------------------------   -----------------------       -------
                                                                                  Securi-
                                                         Other                     ties                       All
     Name                                                Annual   Restricted      Under-                     Other
      and                                               Compen-     Stock         lying          LTIP       Compen-
   Principal                    Salary       Bonus      sation     Award(s)      Options/       Payouts     sation
   Position             Year      ($)         ($)         ($)        ($)          SARs(#)         ($)         ($)
---------------         ----    -------     -------     -------   ----------     --------       -------     -------
<S>                     <C>     <C>           <C>         <C>       <C>            <C>            <C>         <C>
Dennis R. Neill,
President(1)            2001      -           -           -         -              -              -           -
                        2002      -           -           -         -              -              -           -
                        2003      -           -           -         -              -              -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2001    $244,443      -           -         -              -              -           -
                        2002    $235,110      -           -         -              -              -           -
                        2003    $238,971      -           -         -              -              -           -

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



                                      -71-
<PAGE>
<TABLE>



                                                  Salary Reimbursements

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

                                           Three Years Ended December 31, 2003
<CAPTION>

                                                                           Long Term Compensation
                                                                    -----------------------------------
                                      Annual Compensation            Awards                     Payouts
                                -------------------------------     ----------------------      -------
                                                                                   Securi-
                                                         Other                      ties                      All
     Name                                                Annual     Restricted     Under-                    Other
      and                                               Compen-       Stock        lying         LTIP       Compen-
   Principal                    Salary       Bonus      sation       Award(s)     Options/      Payouts     sation
   Position             Year      ($)         ($)         ($)          ($)         SARs(#)        ($)         ($)
---------------         ----    -------     -------     -------     ----------    --------      -------     -------
<S>                     <C>     <C>           <C>         <C>         <C>           <C>           <C>         <C>
Dennis R. Neill,
President(1)            2001      -           -           -           -             -             -           -
                        2002      -           -           -           -             -             -           -
                        2003      -           -           -           -             -             -           -
All Executive
Officers,
Directors,
and Employees
as a group(2)           2001    $129,437      -           -           -             -             -           -
                        2002    $124,495      -           -           -             -             -           -
                        2003    $126,539      -           -           -             -             -           -

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




                                      -72-
<PAGE>




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

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


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the  Units as of March 3,  2004 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                            59,065     (22.4%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  59,065     (22.4%)



                                      -73-
<PAGE>



III-B Partnership:
-----------------
   Samson Resources Company                            31,182     (22.5%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  31,182     (22.5%)

III-C Partnership:
-----------------
   Samson Resources Company                            61,478     (25.1%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  61,478     (25.1%)

III-D Partnership:
-----------------
   Samson Resources Company                            36,236     (27.7%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  36,236     (27.7%)

III-E Partnership:
-----------------
   Samson Resources Company                           115,568     (27.6%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 115,568     (27.6%)

III-F Partnership:
-----------------
   Samson Resources Company                            63,828     (28.8%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  63,828     (28.8%)


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



                                      -74-
<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.



                                      -75-
<PAGE>




ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

      During 2003 and 2002, each Partnership paid the following audit fees:

                                                  2003        2002
                                                -------     -------
      Year-end audit per engagement letter      $19,250     $17,827
      1st quarter 10-Q review                       750         750
      2nd quarter 10-Q review                       750         750
      3rd quarter 10-Q review                       750         750


      Audit-Related Fees

      During 2003 and 2002 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 2003 and 2002 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  2003 and 2002 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.



                                      -76-
<PAGE>



                                    PART IV


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

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

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

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

            as of December  31, 2003 and 2002 and for each of the three years in
            the period ended December 31, 2003 are filed as part of this report:

            Report of Independent Auditors
            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.



                                      -77-
<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.




                                      -78-
<PAGE>



 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  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



                                      -79-
<PAGE>



            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.

 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



                                      -80-
<PAGE>



            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.

 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



                                      -81-
<PAGE>



            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       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.

 4.41       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.

4.42        First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Agreement of Limited Partnership



                                      -82-
<PAGE>



            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.

 4.43       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.

 4.44       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.

 4.45       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.

 4.46       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.

 4.47       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.

 4.48       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.

 4.49       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.



                                      -83-
<PAGE>




 4.50       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.

 4.51       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.

 4.52       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.

 4.53       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.

 4.54       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.

 4.55       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.

 4.56       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.

 4.57       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



                                      -84-
<PAGE>



            ended  December 31, 2002,  filed with the SEC on March 28, 2003, and
            is hereby incorporated by reference.

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

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

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

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

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

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

*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.



                                      -85-
<PAGE>



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

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

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

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

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

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

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

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

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

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


      All other Exhibits are omitted as inapplicable.

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


(b)   Reports on Form 8-K filed during the fourth quarter of 2003:



                                      -86-
<PAGE>




      The following Partnerships filed Current Reports of Form 8-K as follows:

      Geodyne Energy Income Limited Partnership III-A
            Date of Event:                November 19, 2003
            Date filed with the SEC:      November 19, 2003
            Items Included:               Item 5 - Other Events
                                          Item 7 - Exhibits





                                      -87-
<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, 2004

                                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, 2004
      -------------------       Director (Principal
        Dennis R. Neill         Executive Officer)

      //s//Craig D. Loseke      Chief Accounting         March 30, 2004
      -------------------       Officer (Principal
        Craig D. Loseke         Accounting and
                                Financial Officer)

      //s//Judy K. Fox          Secretary                March 30, 2004
      -------------------
          Judy K. Fox


                                      -88-
<PAGE>
Item 8:     Financial Statements and Supplementary Data

                        REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2003,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

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








                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 24, 2004




                                      F-1
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                                Balance Sheets
                          December 31, 2003 and 2002

                                    ASSETS
                                    ------
                                              2003                2002
                                          ------------        ------------
CURRENT ASSETS:
   Cash and cash equivalents               $  804,593          $  718,665
   Accounts receivable:
      Related party (Note 2)                     -                    888
      Oil and gas sales                       509,275             617,187
                                            ---------           ---------
         Total current assets              $1,313,868          $1,336,740

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             847,993             867,774

DEFERRED CHARGE                               195,649             260,836
                                            ---------           ---------
                                           $2,357,510          $2,465,350
                                            =========           =========

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

CURRENT LIABILITIES:
   Accounts payable                        $   76,949          $   86,580
   Gas imbalance payable                       22,289              27,471
   Asset retirement obligation-
      current (Note 1)                          8,501                -
                                            ---------           ---------
         Total current liabilities         $  107,739          $  114,051

LONG-TERM LIABILITIES:
   Accrued liability                       $   34,046          $   33,171
   Asset retirement obligation
      (Note 1)                                106,492                -
                                            ---------           ---------
         Total long-term liabilities       $  140,538          $   33,171

PARTNERS' CAPITAL (DEFICIT):
   General Partner                        ($  104,097)        ($   87,091)
   Limited Partners, issued and
      outstanding, 263,976 Units            2,213,330           2,405,219
                                            ---------           ---------
         Total Partners' capital           $2,109,233          $2,318,128
                                            ---------           ---------
                                           $2,357,510          $2,465,350
                                            =========           =========

              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, 2003, 2002, and 2001

                                        2003             2002            2001
                                    ------------     ------------     ----------
REVENUES:
   Oil and gas sales                 $4,039,307       $3,875,098      $5,425,163
   Interest income                        5,800            7,489          33,344
   Gain (loss) on sale of oil
      and gas properties                   -         (    22,350)          5,635
                                      ---------        ---------       ---------
                                     $4,045,107       $3,860,237      $5,464,142

COSTS AND EXPENSES:
   Lease operating                   $  527,306       $  697,520      $  597,621
   Production tax                       309,211          217,732         422,469
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                    186,388          552,708         519,385
   General and
      administrative                    315,566          312,358         308,576
                                      ---------        ---------       ---------
                                     $1,338,471       $1,780,318      $1,848,051
                                      ---------        ---------       ---------

INCOME BEFORE CUMULATIVE
   EFFECT OF ACCOUNTING
   CHANGE                            $2,706,636       $2,079,919      $3,616,091

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                      (       673)            -               -
                                      ---------        ---------       ---------
NET INCOME                           $2,705,963       $2,079,919      $3,616,091
                                      =========        =========       =========
GENERAL PARTNER - NET
   INCOME                            $  286,852       $  256,987      $  405,019
                                      =========        =========       =========
LIMITED PARTNERS - NET
   INCOME                            $2,419,111       $1,822,932      $3,211,072
                                      =========        =========       =========
NET INCOME per Unit                  $     9.16       $     6.91      $    12.16
                                      =========        =========       =========
UNITS OUTSTANDING                       263,976          263,976         263,976
                                      =========        =========       =========


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




                                      F-3
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2003, 2002, and 2001

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

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

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

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



              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, 2003, 2002, and 2001

                                        2003           2002           2001
                                    ------------   ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $2,705,963     $2,079,919     $3,616,091
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations             673          -              -
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                      186,388        552,708        519,385
      (Gain) loss on sale of oil
        and gas properties                 -            22,350    (     5,635)
      (Increase) decrease in
        accounts receivable-
        related party                        10    (        10)          -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales               107,912    (    59,289)       255,651
      Decrease in deferred
        charge                           65,187         86,737            202
      Increase (decrease) in
        accounts payable            (     9,631)   (   114,987)       159,063
      Decrease in gas
        imbalance payable           (     5,182)   (     4,365)   (     2,634)
      Increase (decrease) in
        accrued liability                   875    (     7,792)   (    12,667)
                                      ---------      ---------      ---------

   Net cash provided by
      operating activities           $3,052,195     $2,555,271     $4,529,456
                                      ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   53,311)   ($  137,214)   ($  314,177)
   Proceeds from sale of oil
      and gas properties                  1,902           -             7,352
                                      ---------      ---------      ---------

   Net cash used by
      investing activities          ($   51,409)   ($  137,214)   ($  306,825)
                                      ---------      ---------      ---------


                                      F-5
<PAGE>


CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($2,914,858)   ($2,574,244)   ($4,258,657)
                                      ---------      ---------      ---------
   Net cash used by
      financing activities          ($2,914,858)   ($2,574,244)   ($4,258,657)
                                      ---------      ---------      ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $   85,928    ($  156,187)   ($   36,026)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               718,665        874,852        910,878
                                      ---------      ---------      ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  804,593     $  718,665     $  874,852
                                      =========      =========      =========


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




                                      F-6
<PAGE>



                        REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2003,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

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









                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 24, 2004




                                      F-7
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                                Balance Sheets
                          December 31, 2003 and 2002

                                    ASSETS
                                    ------
                                                2003              2002
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  417,271        $  397,754
   Accounts receivable:
      Related party (Note 2)                       -                  586
      Oil and gas sales                         274,296           346,664
                                              ---------         ---------
         Total current assets                $  691,567        $  745,004

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                               450,273           461,645

DEFERRED CHARGE                                 128,417           184,282
                                              ---------         ---------
                                             $1,270,257        $1,390,931
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $   52,293        $   57,077
   Gas imbalance payable                         11,711            12,396
   Asset retirement obligation-
      current (Note 1)                           25,060              -
                                              ---------         ---------
      Total current liabilities              $   89,064        $   69,473

LONG-TERM LIABILITIES:
   Accrued liability                         $   13,746        $   12,518
   Asset retirement obligation
      (Note 1)                                   58,151              -
                                              ---------         ---------
      Total long-term liabilities            $   71,897        $   12,518

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($   68,928)      ($   48,554)
   Limited Partners, issued and
      outstanding, 138,336 Units              1,178,224         1,357,494
                                              ---------         ---------
         Total Partners' capital             $1,109,296        $1,308,940
                                              ---------         ---------
                                             $1,270,257        $1,390,931
                                              =========         =========

              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, 2003, 2002, and 2001

                                      2003             2002            2001
                                  ------------      ----------      ----------
REVENUES:
   Oil and gas sales               $2,207,562       $2,276,161      $3,146,463
   Interest income                      2,971            3,923          17,017
   Gain (loss) on sale of oil
      and gas properties                 -         (    14,724)          2,391
                                    ---------        ---------       ---------
                                   $2,210,533       $2,265,360      $3,165,871

COSTS AND EXPENSES:
   Lease operating                 $  334,283       $  477,844      $  380,273
   Production tax                     174,948          145,092         250,473
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                  126,318          336,505         314,346
   General and
      administrative                  175,515          173,046         170,681
                                    ---------        ---------       ---------
                                   $  811,064       $1,132,487      $1,115,773
                                    ---------        ---------       ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE            $1,399,469       $1,132,873      $2,050,098

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                    (       586)            -               -
                                    ---------        ---------       ---------
NET INCOME                         $1,398,883       $1,132,873      $2,050,098
                                    =========        =========       =========
GENERAL PARTNER - NET
   INCOME                          $  227,153       $  216,453      $  348,971
                                    =========        =========       =========
LIMITED PARTNERS - NET
   INCOME                          $1,171,730       $  916,420      $1,701,127
                                    =========        =========       =========

NET INCOME per Unit                $     8.47       $     6.62      $    12.30
                                    =========        =========       =========

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, 2003, 2002, and 2001


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

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

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

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


              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, 2003, 2002, and 2001

                                         2003           2002           2001
                                     ------------   ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $1,398,883     $1,132,873     $2,050,098
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
        in accounting for asset
        retirement obligations               586          -               -
      Depreciation, deple-
        tion, and amortiza-
        tion of oil and gas
        properties                       126,318        336,505        314,346
      (Gain) loss on sale of oil
        and gas properties                  -            14,724    (     2,391)
      (Increase) decrease in
        accounts receivable-
        related party                          7    (         7)          -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                 72,368    (    16,838)       126,715
      Decrease in deferred
        charge                            55,865         71,708          3,301
      Increase (decrease) in
        accounts payable             (     4,784)   (    66,188)        98,281
      Decrease in gas
        imbalance payable            (       685)   (     1,929)   (     2,168)
      Increase (decrease) in
        accrued liability                  1,228    (     6,840)   (     9,722)
                                       ---------      ---------      ---------

   Net cash provided by
      operating activities            $1,649,786     $1,464,008     $2,578,460
                                       ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   32,726)   ($   63,540)   ($  207,751)
   Proceeds from sale of oil
      and gas properties                     984            118          3,105
                                       ---------      ---------      ---------

   Net cash used by
      investing activities           ($   31,742)   ($   63,422)   ($  204,646)
                                       ---------      ---------      ---------





                                      F-11
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($1,598,527)   ($1,497,731)   ($2,375,491)
                                       ---------      ---------      ---------
   Net cash used by
      financing activities           ($1,598,527)   ($1,497,731)   ($2,375,491)
                                       ---------      ---------      ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS          $   19,517    ($   97,145)   ($    1,677)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                397,754        494,899        496,576
                                       ---------      ---------      ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $  417,271     $  397,754     $  494,899
                                       =========      =========      =========




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





                                      F-12
<PAGE>



                        REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2003,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

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










                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 24, 2004




                                      F-13
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                                Balance Sheets
                          December 31, 2003 and 2002

                                    ASSETS
                                    ------

                                                2003              2002
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  711,441        $  480,424
   Accounts receivable:
      Oil and gas sales                         446,858           518,374
                                              ---------         ---------
         Total current assets                $1,158,299        $  998,798

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             1,691,169         1,694,533

DEFERRED CHARGE                                  53,217            57,867
                                              ---------         ---------
                                             $2,902,685        $2,751,198
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $   77,907        $  143,943
   Gas imbalance payable                         38,187            43,923
   Asset retirement obligation-
      current (Note 1)                           28,206              -
                                              ---------         ---------
      Total current liabilities              $  144,300        $  187,866

LONG-TERM LIABILITIES:
   Accrued liability                         $  202,758        $  196,167
   Asset retirement obligation(Note 1)          166,247              -
                                              ---------         ---------
      Total long-term liabilities            $  369,005        $  196,167

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  153,480)      ($  150,636)
   Limited Partners, issued and
      outstanding, 244,536 Units              2,542,860         2,517,801
                                              ---------         ---------
         Total Partners' capital             $2,389,380        $2,367,165
                                              ---------         ---------
                                             $2,902,685        $2,751,198
                                              =========         =========

              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, 2003, 2002, and 2001

                                      2003              2002             2001
                                   ----------        ----------       ----------
REVENUES:
   Oil and gas sales               $3,601,398        $2,740,888       $4,371,115
   Interest income                      4,707             4,112           32,045
   Gain on sale of oil and
      gas properties                   16,854            17,501           52,372
                                    ---------         ---------        ---------
                                   $3,622,959        $2,762,501       $4,455,532
COSTS AND EXPENSES:
   Lease operating                 $  617,922        $  664,164       $  681,586
   Production tax                     250,353           193,962          298,791
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                  204,186           277,388          371,019
   General and
      administrative                  293,086           290,169          286,725
                                    ---------         ---------        ---------
                                   $1,365,547        $1,425,683       $1,638,121
                                    ---------         ---------        ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE            $2,257,412        $1,336,818       $2,817,411

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                          2,317              -                -
                                    ---------         ---------        ---------
NET INCOME                         $2,259,729        $1,336,818       $2,817,411
                                    =========         =========        =========
GENERAL PARTNER -
   NET INCOME                      $  243,670        $  158,236       $  163,926
                                    =========         =========        =========
LIMITED PARTNERS -
   NET INCOME                      $2,016,059        $1,178,582       $2,653,485
                                    =========         =========        =========

NET INCOME per Unit                $     8.24        $     4.82       $    10.85
                                    =========         =========        =========

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, 2003, 2002, and 2001


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

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

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

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


              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, 2003, 2002, and 2001

                                         2003            2002           2001
                                     ------------    ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $2,259,729      $1,336,818     $2,817,411
   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                       204,186         277,388        371,019
      Gain on sale of oil and
        gas properties               (    16,854)    (    17,501)   (    52,372)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                 71,516     (   156,240)       529,877
      Decrease in deferred
        charge                             4,650          15,605         16,576
      Increase (decrease) in
        accounts payable             (    66,036)         57,544         14,668
      Increase (decrease) in
        gas imbalance payable        (     5,736)          3,199         24,057
      Increase in accrued
        liability                          6,591          27,719          9,490
                                       ---------       ---------      ---------
   Net cash provided by
      operating activities            $2,455,729      $1,544,532     $3,730,726
                                       ---------       ---------      ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   21,609)    ($  153,761)   ($  128,049)
   Proceeds from sale of oil
      and gas properties                  34,411          20,018         52,664
                                       ---------       ---------      ---------
   Net cash provided (used)
      by investing activities         $   12,802     ($  133,743)   ($   75,385)
                                       ---------       ---------      ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($2,237,514)    ($1,301,377)   ($4,187,597)
                                       ---------       ---------      ---------
   Net cash used by
      financing activities           ($2,237,514)    ($1,301,377)   ($4,187,597)
                                       ---------       ---------      ---------



                                      F-17
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS          $  231,017      $  109,412    ($  532,256)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                480,424         371,012        903,268
                                       ---------       ---------      ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $  711,441      $  480,424     $  371,012
                                       =========       =========      =========




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





                                      F-18
<PAGE>



                        REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2003,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

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








                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 24, 2004




                                      F-19
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                                Balance Sheets
                          December 31, 2003 and 2002

                                    ASSETS
                                    ------

                                                 2003              2002
                                             ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $  438,562        $  306,024
   Accounts receivable:
      Oil and gas sales                          339,466           386,024
                                               ---------         ---------
         Total current assets                 $  778,028        $  692,048

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                                943,562           755,553

DEFERRED CHARGE                                    9,952            10,949
                                               ---------         ---------
                                              $1,731,542        $1,458,550
                                               =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                           $   83,251        $  171,347
   Gas imbalance payable                           5,189              -
   Asset retirement obligation-
      current (Note 1)                             7,187              -
                                               ---------         ---------
      Total current liabilities               $   95,627        $  171,347

LONG-TERM LIABILITIES:
   Accrued liability                          $  247,304        $  251,798
   Asset retirement obligation
      (Note 1)                                   306,844              -
                                               ---------         ---------
      Total long-term liabilities             $  554,148        $  251,798

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   47,561)      ($   50,949)
   Limited Partners, issued and
      outstanding, 131,008 Units               1,129,328         1,086,354
                                               ---------         ---------
         Total Partners' capital              $1,081,767        $1,035,405
                                               ---------         ---------
                                              $1,731,542        $1,458,550
                                               =========         =========

              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, 2003, 2002, and 2001

                                      2003             2002            2001
                                   ----------       ----------      ----------
REVENUES:
   Oil and gas sales               $2,513,778       $1,976,714      $2,912,359
   Interest income                      2,723            1,879          20,356
   Gain on sale of oil
      and gas properties               10,701           15,250           7,258
                                    ---------        ---------       ---------
                                   $2,527,202       $1,993,843      $2,939,973
COSTS AND EXPENSES:
   Lease operating                    612,216       $  739,840      $  715,289
   Production tax                     178,557          141,082         199,382
   Depreciation, depletion
      and amortization
      of oil and gas
      properties                      122,507          149,360         125,449
   General and
      administrative                  167,388          164,911         162,783
                                    ---------        ---------       ---------
                                   $1,080,668       $1,195,193      $1,202,903
                                    ---------        ---------       ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE            $1,446,534       $  798,650      $1,737,070

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

NET INCOME                         $1,449,409       $  798,650      $1,737,070
                                    =========        =========       =========
GENERAL PARTNER - NET
   INCOME                          $  155,435       $   93,120      $  107,057
                                    =========        =========       =========
LIMITED PARTNERS - NET
   INCOME                          $1,293,974       $  705,530      $1,630,013
                                    =========        =========       =========

NET INCOME per Unit                $     9.88       $     5.39      $    12.44
                                    =========        =========       =========

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


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




                                      F-21
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2003, 2002, and 2001


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

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

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

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



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





                                      F-22
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2003, 2002, and 2001

                                         2003           2002           2001
                                     ------------    ----------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $1,449,409      $798,650      $1,737,070
   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                       122,507       149,360         125,449
      Gain on sale of oil
        and gas properties           (    10,701)    (  15,250)    (     7,258)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                 46,558     ( 135,638)        355,840
      Decrease in deferred
        charge                               997           665           4,241
      Increase (decrease) in
        accounts payable             (    88,096)       23,479          77,330
      Increase (decrease) in
        gas imbalance payable              5,189          -        (     3,555)
      Increase (decrease) in
        accrued liability            (     4,494)       41,604          17,965
                                       ---------       -------       ---------
   Net cash provided by
      operating activities            $1,518,494      $862,870      $2,307,082
                                       ---------       -------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($    6,141)    ($170,676)    ($   58,029)
   Proceeds from sale of oil
      and gas properties                  23,232        16,935           7,258
                                       ---------       -------       ---------
   Net cash provided (used)
      by investing activities         $   17,091     ($153,741)    ($   50,771)
                                       ---------       -------       ---------





                                      F-23
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($1,403,047)    ($563,113)    ($2,658,142)
                                       ---------       -------       ---------
   Net cash used by
      financing activities           ($1,403,047)    ($563,113)    ($2,658,142)
                                       ---------       -------       ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS          $  132,538      $146,016     ($  401,831)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                306,024       160,008         561,839
                                       ---------       -------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $  438,562      $306,024      $  160,008
                                       =========       =======       =========



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





                                      F-24
<PAGE>



                        REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2003,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

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










                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 24, 2004




                                      F-25
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                Balance Sheets
                          December 31, 2003 and 2002

                                    ASSETS
                                    ------

                                                2003              2002
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $1,513,224        $  801,420
   Accounts receivable:
      Oil and gas sales                       1,087,689           924,827
                                              ---------         ---------
         Total current assets                $2,600,913        $1,726,247

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             4,004,314         2,646,994

DEFERRED CHARGE                                  49,696            69,176
                                              ---------         ---------
                                             $6,654,923        $4,442,417
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $  415,194        $  746,759
   Accrued liability-other (Note 1)                -              122,289
   Gas imbalance payable                          2,736             2,736
   Asset retirement obligation-
      current (Note 1)                           12,713              -
                                              ---------         ---------
      Total current liabilities              $  430,643        $  871,784

LONG-TERM LIABILITIES:
   Accrued liability                         $  342,831        $  328,632
   Asset retirement obligation (Note 1)       1,756,150               -
                                              ---------         ---------
      Total long-term liabilities            $2,098,981        $  328,632

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  177,234)      ($  250,684)
   Limited Partners, issued and
      outstanding, 418,266 Units              4,302,533         3,492,685
                                              ---------         ---------
         Total Partners' capital             $4,125,299        $3,242,001
                                              ---------         ---------
                                             $6,654,923        $4,442,417
                                              =========         =========

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



                                      F-26
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                 Statements of Operations
                   For the Years Ended December 31, 2003, 2002, and 2001

                                     2003             2002            2001
                                  ----------       ----------      ----------
REVENUES:
   Oil and gas sales              $7,321,216       $5,376,000      $8,238,544
   Interest income                     5,786            2,779          53,027
   Gain on sale of
      oil and gas properties          76,301             -             55,511
                                   ---------        ---------       ---------
                                  $7,403,303       $5,378,779      $8,347,082

COSTS AND EXPENSES:
   Lease operating                $2,697,234       $3,228,739      $2,974,088
   Production tax                    500,810          345,919         537,153
   Depreciation, depletion
      and amortization
      of oil and gas
      properties                     412,149          392,936         350,179
   General and
      administrative                 487,927          484,967         479,763
                                   ---------        ---------       ---------
                                  $4,098,120       $4,452,561      $4,341,183
                                   ---------        ---------       ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE           $3,305,183       $  926,618      $4,005,899

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                         2,725             -               -
                                   ---------        ---------       ---------
NET INCOME                        $3,307,908       $  926,218      $4,005,899
                                   =========        =========       =========
GENERAL PARTNER - NET
   INCOME                         $  367,060       $  127,708      $  261,289
                                   =========        =========       =========
LIMITED PARTNERS - NET
   INCOME                         $2,940,848       $  798,510      $3,744,610
                                   =========        =========       =========

NET INCOME per Unit               $     7.03       $     1.91      $     8.95
                                   =========        =========       =========

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

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





                                      F-27
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2003, 2002, and 2001


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

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

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

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



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



                                      F-28
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2003, 2002, and 2001

                                        2003            2002            2001
                                    ------------    ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $3,307,908      $  926,218      $4,005,899
   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                      412,149         392,936         350,179
      Gain on sale of oil and
        gas properties              (    76,301)           -        (    55,511)
      Settlement of asset
        retirement obligation       (     1,848)           -               -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales           (   162,862)    (   237,737)      1,128,483
      Decrease in deferred
        charge                           19,480          18,536          41,760
      Increase (decrease) in
        accounts payable            (   331,565)    (    26,248)        365,120
      Increase (decrease) in
        accrued liability - other   (   122,289)        122,289            -
      Decrease in gas
        imbalance payable                  -        (     2,255)    (    43,455)
      Increase (decrease) in
        accrued liability                14,199          11,411     (   195,336)
                                      ---------       ---------       ---------
   Net cash provided by
      operating activities           $3,056,146      $1,205,150      $5,597,139
                                      ---------       ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   21,436)    ($  486,120)    ($  338,130)
   Proceeds from sale of oil
      and gas properties                101,704            -             55,511
                                      ---------       ---------       ---------
   Net cash provided (used)
      by investing activities        $   80,268     ($  486,120)    ($  282,619)
                                      ---------       ---------       ---------


                                      F-29
<PAGE>


CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($2,424,610)    ($  357,634)    ($6,502,326)
                                      ---------       ---------       ---------
   Net cash used by
      financing activities          ($2,424,610)    ($  357,634)    ($6,502,326)
                                      ---------       ---------       ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $  711,804      $  361,396     ($1,187,806)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               801,420         440,024       1,627,830
                                      ---------       ---------       ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $1,513,224      $  801,420      $  440,024
                                      =========       =========       =========




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




                                      F-30
<PAGE>



                        REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2003,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

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










                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 24, 2004




                                      F-31
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                Balance Sheets
                          December 31, 2003 and 2002

                                    ASSETS
                                    ------
                                                2003              2002
                                            ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                 $  521,918        $  284,588
   Accounts receivable:
      Oil and gas sales                         352,465           348,300
                                              ---------         ---------
         Total current assets                $  874,383        $  632,888

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                             1,695,682         1,764,313

DEFERRED CHARGE                                  22,237            29,946
                                              ---------         ---------
                                             $2,592,302        $2,427,147
                                              =========         =========

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

CURRENT LIABILITIES:
   Accounts payable                          $   96,896        $  118,741
   Accrued liability - other
      (Note 1)                                     -              102,690
   Gas imbalance payable                          2,295             2,295
   Asset retirement obligation-
      current (Note 1)                            4,002              -
                                              ---------         ---------
      Total current liabilities              $  103,193        $  223,726

LONG-TERM LIABILITIES:
   Accrued liability                         $  131,768        $  118,005
   Asset retirement obligation(Note 1)          138,975              -
                                              ---------         ---------
      Total long-term liabilities            $  270,743        $  118,005

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  156,356)      ($  159,621)
   Limited Partners, issued and
      outstanding, 221,484 Units              2,374,722         2,245,037
                                              ---------         ---------
         Total Partners' capital             $2,218,366        $2,085,416
                                              ---------         ---------
                                             $2,592,302        $2,427,147
                                              =========         =========

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



                                      F-32
<PAGE>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                 Statements of Operations
                   For the Years Ended December 31, 2003, 2002, and 2001

                                      2003             2002            2001
                                   ----------       ----------      ----------
REVENUES:
   Oil and gas sales               $2,479,778       $1,636,758      $2,934,300
   Interest income                      2,295            1,692          28,508
   Gain on sale of oil
      and gas properties                 -                -            338,452
                                    ---------        ---------       ---------
                                   $2,482,073       $1,638,450      $3,301,260

COSTS AND EXPENSES:
   Lease operating                 $  615,422       $  518,772      $  721,343
   Production tax                     139,080           84,586         170,150
   Depreciation, deple-
      tion, and amorti-
      zation of oil and
      gas properties                  215,975          273,499         262,361
   General and
      administrative                  267,876          265,097         261,816
                                    ---------        ---------       ---------
                                   $1,238,353       $1,141,954      $1,415,670
                                    ---------        ---------       ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE            $1,243,720       $  496,496      $1,885,590

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

NET INCOME                         $1,247,432       $  496,496      $1,885,590
                                    =========        =========       =========
GENERAL PARTNER - NET
   INCOME                          $   70,747       $   35,680      $  103,349
                                    =========        =========       =========
LIMITED PARTNERS - NET
   INCOME                          $1,176,685       $  460,816      $1,782,241
                                    =========        =========       =========

NET INCOME per Unit                $     5.31       $     2.08      $     8.05
                                    =========        =========       =========

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


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




                                      F-33
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                   Statements of Partners' Capital (Deficit)
             For the Years Ended December 31, 2003, 2002, and 2001


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

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

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

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




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





                                      F-34
<PAGE>




                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2003, 2002, and 2001

                                         2003           2002           2001
                                     ------------    ----------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $1,247,432      $496,496      $1,885,590
   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                       215,975      273,499          262,361
      Gain on sale of oil and
        gas properties                      -            -         (   338,452)
      Settlement of asset
        retirement obligation        (       903)        -                -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales            (     4,165)   ( 108,479)         427,792
      Decrease in deferred
        charge                             7,709        7,055           15,413
      Increase (decrease) in
        accounts payable             (    21,845)      59,967              559
      Increase (decrease) in
        accrued liability - other    (   102,690)     102,690             -
      Decrease in gas
        imbalance payable                   -            -         (    12,956)
      Increase in accrued
        liability                         13,763        6,834            4,148
                                       ---------      -------        ---------
   Net cash provided by
      operating activities            $1,351,564     $838,062       $2,244,455
                                       ---------      -------        ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   16,762)   ($ 89,261)     ($   52,855)
   Proceeds from sale of oil
      and gas properties                  17,010         -             344,043
                                       ---------      -------        ---------
   Net cash provided (used)
      by investing activities         $      248    ($ 89,261)      $  291,188
                                       ---------      -------        ---------




                                      F-35
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($1,114,482)   ($608,646)     ($3,146,090)
                                       ---------      -------        ---------
   Net cash used by
      financing activities           ($1,114,482)   ($608,646)     ($3,146,090)
                                       ---------      -------        ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS          $  237,330     $140,155      ($  610,447)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                284,588      144,433          754,880
                                       ---------      -------        ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $  521,918     $284,588       $  144,433
                                       =========      =======        =========





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




                                      F-36
<PAGE>



            GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                         Notes to Financial Statements
             For the Years Ended December 31, 2003, 2002, and 2001

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 III-A,  III-B,  and III-C  Partnerships for
the third extension period and the III-D,  III-E, and III-F Partnerships for the
second 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       2        September 5, 2004
  III-E           December 26, 2000       2        December 26, 2004
  III-F           March 7, 2001           2        March 7, 2005





                                      F-37
<PAGE>




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

      An affiliate of the General  Partner owned the following Units at December
31, 2003:

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

               III-A                59,015                22.4%
               III-B                31,132                22.5%
               III-C                61,228                25.0%
               III-D                35,986                27.5%
               III-E               114,808                27.5%
               III-F                63,428                28.6%

      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-38
<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-39
<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%


      Basis of Presentation

      These  financial   statements   reflect  the  combined  accounts  of  each
Partnership  after the  elimination of all  inter-partnership  transactions  and
balances.


      Cash and Cash Equivalents

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


      Credit Risks

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


      Oil and Gas Properties

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




                                      F-40
<PAGE>



      Depletion of the costs of producing oil and gas  properties,  amortization
of related  intangible  drilling and  development  costs,  and  depreciation  of
tangible  lease  and well  equipment  are  computed  on the  units-of-production
method.   The  Partnerships'   calculation  of  depreciation,   depletion,   and
amortization  includes  estimated  dismantlement  and abandonment  costs, net of
estimated salvage values. The depreciation,  depletion,  and amortization rates,
which  include  accretion of the asset  retirement  obligation,  per  equivalent
barrel of oil produced during the years ended December 31, 2003,  2002, and 2001
were as follows:


            Partnership       2003        2002        2001
            -----------       -----       -----       -----

               III-A          $1.42       $2.69       $2.42
               III-B           1.76        2.80        2.50
               III-C           1.63        1.84        2.17
               III-D           1.35        1.37        1.04
               III-E           1.52        1.31         .95
               III-F           2.41        2.55        2.01


      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, 2003.  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, 2003 and 2002,  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-41
<PAGE>



                                2003                      2002
                        --------------------       --------------------
      Partnership         Mcf        Amount          Mcf        Amount
      -----------       -------     --------       -------     --------

         III-A          225,065     $195,649       300,053     $260,836
         III-B          116,099      128,417       166,605      184,282
         III-C           90,520       53,217        98,430       57,867
         III-D            9,753        9,952        10,730       10,949
         III-E           25,212       49,696        35,095       69,176
         III-F           20,128       22,237        27,105       29,946


      Accrued Liability - Other

      The accrued liability - other at December 31, 2002 for the III-E and III-F
Partnerships  represents a charge  accrued for the payment of refund  amounts to
royalty and overriding  royalty  interest  owners in relation to the R. W. Scott
Investments, LLC v. Samson Resources Company lawsuit.


      Accrued Liability

      Accrued liability  represents charges accrued for lease operating expenses
incurred  in  connection  with  the  Partnerships'  overproduced  gas  imbalance
positions.  The rate used in calculating the accrued liability is the average of
the annual  production costs per Mcf. At December 31, 2003 and 2002,  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:

                               2003                       2002
                        --------------------       ------------------
   Partnership            Mcf        Amount          Mcf        Amount
   -----------          -------     --------       -------     --------

      III-A               39,165     $ 34,046       38,158     $ 33,171
      III-B               12,428       13,746       11,318       12,518
      III-C              318,616      202,758      319,227      196,167
      III-D              223,033      247,304      231,192      251,798
      III-E              173,929      342,831      166,725      328,632
      III-F              114,044      131,768      107,831      118,005


      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



                                      F-42
<PAGE>



when  the gas is  metered  and  title  transferred  pursuant  to the  gas  sales
contracts covering the Partnerships' interest in gas reserves. During such times
as a  Partnership's  sales of gas exceed its pro rata ownership in a well,  such
sales are recorded as revenue unless total sales from the well have exceeded the
Partnership's share of estimated total gas reserves underlying the property,  at
which time such  excess is recorded  as a  liability.  The rates per Mcf used to
calculate  this  liability are based on the average gas prices  received for the
volumes at the time the  overproduction  occurred.  This also  approximates  the
price for which the  Partnerships  are  currently  settling this  liability.  At
December  31,  2003 and 2002 total sales  exceeded  the  Partnerships'  share of
estimated total gas reserves as follows:

                                2003                       2002
                        -------------------        -------------------
   Partnership            Mcf        Amount          Mcf        Amount
   -----------          ------      -------        ------      -------

      III-A              14,859      $22,289        18,314     $27,471
      III-B               7,807       11,711         8,264      12,396
      III-C              25,458       38,187        29,282      43,923
      III-D               3,459        5,189          -           -
      III-E               1,824        2,736         1,824       2,736
      III-F               1,530        2,295         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.



                                      F-43
<PAGE>




      Use of Estimates in Financial Statements

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


      Income Taxes

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


      New Accounting Pronouncements

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

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  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-44
<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

      These amounts  differ  significantly  from the estimates  disclosed in the
Annual  Report  on Form  10-K  for the year  ended  December  31,  2002 due to a
revision of the methodology  used in calculating the change in capitalized  cost
of oil and gas properties.

      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, 2003, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships
recognized approximately $5,000, $6,000, $9,000, $14,000,  $83,000, and $10,000,
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 year
ended December 31, 2003 are as shown below.

                                III-A Partnership
                                -----------------
                                                                     2003
                                                                   --------
Total Asset Retirement Obligation, January 1, 2003                 $109,762
Additions and Revisions                                                 627
Accretion Expense                                                     4,604
                                                                    -------
Total Asset Retirement Obligation, December 31, 2003               $114,993
                                                                    =======
Asset Retirement Obligation - Current                              $  8,501
Asset Retirement Obligation - Long-Term                             106,492




                                      F-45
<PAGE>



                                III-B Partnership
                                -----------------
                                                                  2003
                                                               ----------
Total Asset Retirement Obligation, January 1, 2003              $ 76,536
Additions and Revisions                                              198
Accretion Expense                                                  6,477
                                                                 -------
Total Asset Retirement Obligation, December 31, 2003            $ 83,211
                                                                 =======
Asset Retirement Obligation - Current                           $ 25,060
Asset Retirement Obligation - Long-Term                           58,151



                                III-C Partnership
                                -----------------
                                                                  2003
                                                               ----------
Total Asset Retirement Obligation, January 1, 2003              $189,767
Additions and Revisions                                              230
Settlements and Disposals                                      (   3,216)
Accretion Expense                                                  7,672
                                                                 -------
Total Asset Retirement Obligation, December 31, 2003            $194,453
                                                                 =======
Asset Retirement Obligation - Current                           $ 28,206
Asset Retirement Obligation - Long-Term                          166,247



                                III-D Partnership
                                -----------------
                                                                  2003
                                                               ----------
Total Asset Retirement Obligation, January 1, 2003              $106,449
Additions and Revisions                                          203,597
Settlements and Disposals                                      (     273)
Accretion Expense                                                  4,258
                                                                 -------
Total Asset Retirement Obligation, December 31, 2003            $314,031
                                                                 =======
Asset Retirement Obligation - Current                           $  7,187
Asset Retirement Obligation - Long-Term                          306,844




                                      F-46
<PAGE>




                                III-E Partnership
                                -----------------
                                                                   2003
                                                               ------------
Total Asset Retirement Obligation, January 1, 2003              $  260,513
Additions and Revisions                                          1,508,408
Settlements and Disposals                                      (     4,687)
Accretion Expense                                                    4,629
                                                                 ---------
Total Asset Retirement Obligation, December 31, 2003            $1,768,863
                                                                 =========
Asset Retirement Obligation - Current                           $   12,713
Asset Retirement Obligation - Long-Term                          1,756,150



                                III-F Partnership
                                -----------------
                                      2003
                                                                 ----------
Total Asset Retirement Obligation, January 1, 2003                $139,563
Settlements and Disposals                                        (   2,303)
Accretion Expense                                                    5,717
                                                                   -------
Total Asset Retirement Obligation, December 31, 2003              $142,977
                                                                   =======
Asset Retirement Obligation - Current                             $  4,002
Asset Retirement Obligation - Long-Term                            138,975

      Had FAS No.  143 been  adopted  at January 1, 2001 the amount of the asset
retirement  obligation  at that date and at December 31, 2001 and 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 and 2001,  the
proforma impact for the Partnerships during the year ended December 31, 2002 and
2001 would have been an increase in  depreciation,  depletion,  and amortization
expense of approximately the following amounts:

                                2002              2001
                              -------           -------

            III-A             $ 5,000           $ 8,000
            III-B               4,000             5,000
            III-C               9,000            11,000
            III-D               6,000             6,000
            III-E              17,000            19,000
            III-F               9,000             9,000



                                      F-47
<PAGE>



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, 2003, 2002,
and 2001:

            Partnership         2003           2002           2001
            -----------       --------       --------       --------

               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. Such charges are
comparable  to third  party  charges in the area where the wells are located and
are the same as charged to other working interest owners in the wells.

      The accounts receivable - related party at December 31, 2002 for the III-A
and III-B  Partnerships  represents  accrued  proceeds and interest due from the
General Partner for the sale of certain oil and gas properties during 2002. Such
amounts were collected subsequent to December 31, 2002.


3. MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten  percent or more of each  Partnership's  combined  oil and gas sales  during
2003, 2002, and 2001:




                                      F-48
<PAGE>




   Partnership              Purchaser                     Percentage
   -----------      ------------------------       --------------------------
                                                   2003       2002      2001
                                                   -----      -----     -----

      III-A         Eaglwing Trading, Inc.
                      ("Eaglwing")                 27.0%      24.0%       -
                    Valero Industrial Gas
                      L.P. ("Valero")              23.9%      21.0%     25.2%
                    Conoco, Inc.                     -        16.2%     11.4%
                    El Paso Energy Marketing
                      Company ("El Paso")            -        10.5%     18.3%
                    Phibro Energy, Inc.
                      ("Phibro")                     -          -       27.9%

      III-B         Eaglwing                       32.0%      26.4%       -
                    Valero                         20.3%      16.6%     20.3%
                    Conoco, Inc.                     -        18.1%     13.0%
                    Phibro                           -          -       32.0%
                    El Paso                          -          -       14.4%

      III-C         Cinergy Marketing Company
                      ("Cinergy")                  23.2%        -         -
                    Duke Energy Field
                      Services, Inc. ("Duke")      19.6%        -         -
                    Oneok Field Servings Co.
                      ("ONEOK")                    17.7%      14.8%       -
                    El Paso                          -        44.8%     63.5%

      III-D         Cinergy                        28.1%        -         -
                    Eaglwing                       23.9%      22.0%     15.2%
                    ONEOK                          15.2%      12.7%       -
                    Duke                           14.5%        -         -
                    El Paso                          -        43.1%     66.7%

      III-E         Eaglwing                       36.1%      43.7%     36.3%
                    Duke                           13.7%      12.1%       -
                    El Paso                          -        14.1%     21.7%

      III-F         Mountain Gas Resources,
                      Inc.                         19.7%        -         -
                    Duke                           17.3%      13.9%       -
                    Eaglwing                       15.4%      19.9%     11.1%
                    El Paso                          -        35.3%     45.8%


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



                                      F-49
<PAGE>



4. SUPPLEMENTAL OIL AND GAS INFORMATION

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


      Capitalized Costs

      Capitalized costs and accumulated depreciation,  depletion,  amortization,
and valuation allowance at December 31, 2003 and 2002 were as follows:

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

                                                2003              2002
                                            -------------     -------------

   Proved properties                         $16,012,281       $15,883,585

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 15,164,288)     ( 15,015,811)
                                              ----------        ----------
         Net oil and gas
            properties                       $   847,993       $   867,774
                                              ==========        ==========

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

                                                2003              2002
                                            -------------     -------------
   Proved properties                         $ 9,598,596       $ 9,513,764

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        (  9,148,323)     (  9,052,119)
                                              ----------        ----------
         Net oil and gas
            properties                       $   450,273       $   461,645
                                              ==========        ==========



                                      F-50
<PAGE>



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

                                                2003              2002
                                            -------------     -------------
   Proved properties                         $17,971,295       $18,236,659

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 16,280,126)     ( 16,542,126)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 1,691,169       $ 1,694,533
                                              ==========        ==========

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

                                                2003              2002
                                            -------------     -------------
   Proved properties                         $11,173,482       $10,939,239

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 10,229,920)     ( 10,183,686)
                                              ----------        ----------

         Net oil and gas
            properties                       $   943,562       $   755,553
                                              ==========        ==========

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

                                                2003              2002
                                            -------------     -------------
   Proved properties                         $33,870,262       $32,607,666

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 29,865,948)     ( 29,960,672)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 4,004,314       $ 2,646,994
                                              ==========        ==========




                                      F-51
<PAGE>



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

                                                2003              2002
                                            -------------     -------------
   Proved properties                         $13,680,802       $14,034,441

   Less accumulated
      depreciation,
      depletion, amorti-
      zation, and valua-
      tion allowance                        ( 11,985,120)     ( 12,270,128)
                                              ----------        ----------

         Net oil and gas
            properties                       $ 1,695,682       $ 1,764,313
                                              ==========        ==========

      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition or exploration  activities during the years ended December 31, 2003,
2002, and 2001.  Costs incurred by the  Partnerships  in connection with oil and
gas property development activities for the years ended December 31, 2003, 2002,
and 2001 were as follows:

            Partnership        2003(1)        2002         2001
            -----------      ----------     --------     --------

               III-A         $   53,311     $137,214     $314,177
               III-B             32,726       63,540      207,751
               III-C             21,609      153,761      128,049
               III-D            209,710      170,676       58,029
               III-E          1,529,844      486,120      338,130
               III-F             16,762       89,261       52,855

            ----------------
            (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, 2003,
2002, and 2001 were estimated by petroleum  engineers  employed by affiliates of
the Partnerships. Certain reserve information was reviewed by Ryder



                                      F-52
<PAGE>



Scott Company,  L.P., an independent  petroleum  engineering firm. The following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volumes to differ from the reserve  reports  prepared by the General Partner and
reviewed by Ryder Scott.


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

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

Proved reserves, Dec. 31, 2000                   134,841        4,627,887
   Production                                   ( 82,520)      (  791,697)
   Sale of minerals in place                    (    137)      (    7,596)
   Extensions and discoveries                    107,611          362,597
   Revision of previous
      estimates                                   31,991       (  169,430)
                                                 -------        ---------

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

Proved reserves, Dec. 31, 2002                    60,496        3,866,700
   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
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2001                             186,601        3,970,473
                                                 =======        =========
   December 31, 2002                              55,311        3,815,412
                                                 =======        =========
   December 31, 2003                             134,026        3,989,058
                                                 =======        =========




                                      F-53
<PAGE>



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

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

Proved reserves, Dec. 31, 2000                   128,777        2,081,540
   Production                                   ( 58,965)      (  400,249)
   Sale of minerals in place                    (     58)      (    3,203)
   Extensions and discoveries                     70,945          239,174
   Revision of previous
      estimates                                 (  5,797)      (   65,431)
                                                 -------        ---------

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

Proved reserves, Dec. 31, 2002                    46,684        1,676,027
   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
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2001                             131,480        1,817,998
                                                 =======        =========
   December 31, 2002                              43,262        1,642,194
                                                 =======        =========
   December 31, 2003                              84,217        1,644,581
                                                 =======        =========




                                      F-54
<PAGE>



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

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

Proved reserves, Dec. 31, 2000                   127,243        5,412,690
   Production                                   ( 14,973)      (  935,377)
   Sale of minerals in place                    (    303)      (    5,635)
   Extensions and discoveries                      1,758           57,794
   Revision of previous
      estimates                                 ( 28,572)         602,560
                                                 -------        ---------

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

Proved reserves, Dec. 31, 2002                   110,916        4,928,613
   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
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2001                              85,153        5,132,032
                                                 =======        =========
   December 31, 2002                             110,916        4,928,613
                                                 =======        =========
   December 31, 2003                              99,719        5,349,105
                                                 =======        =========






                                      F-55
<PAGE>



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

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

Proved reserves, Dec. 31, 2000                   359,321        2,955,669
   Production                                   ( 27,570)      (  561,664)
   Sale of minerals in place                    (     27)      (      572)
   Extensions and discoveries                       -             164,924
   Revision of previous
      estimates                                 (134,351)         390,180
                                                 -------        ---------

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

Proved reserves, Dec. 31, 2002                   236,192        2,667,538
   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
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2001                             197,373        2,948,537
                                                 =======        =========
   December 31, 2002                             236,192        2,667,538
                                                 =======        =========
   December 31, 2003                             157,044        2,652,614
                                                 =======        =========






                                      F-56
<PAGE>



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

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

Proved reserves, Dec. 31, 2000                   2,216,123       8,951,531
   Production                                   (  162,557)     (1,226,795)
   Sale of minerals in place                    (    1,513)           -
   Extensions and discoveries                          121       1,154,075
   Revision of previous
      estimates                                 (  927,113)     (   44,375)
                                                 ---------       ---------

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

Proved reserves, Dec. 31, 2002                   1,259,858       7,254,259
   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
                                                 =========       =========

PROVED DEVELOPED RESERVES:
   December 31, 2001                             1,125,061       8,834,436
                                                 =========       =========
   December 31, 2002                             1,259,858       7,254,259
                                                 =========       =========
   December 31, 2003                               674,924       6,565,947
                                                 =========       =========






                                      F-57
<PAGE>



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

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

Proved reserves, Dec. 31, 2000                   352,584        5,532,849
   Production                                   ( 27,090)      (  621,792)
   Sale of minerals in place                    ( 90,178)            -
   Revision of previous
      estimates                                 ( 20,901)      (  295,205)
                                                 -------        ---------

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

Proved reserves, Dec. 31, 2002                   224,872        4,664,302
   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
                                                 =======        =========

PROVED DEVELOPED RESERVES:
   December 31, 2001                             214,415        4,615,852
                                                 =======        =========
   December 31, 2002                             224,872        4,664,302
                                                 =======        =========
   December 31, 2003                             360,288        4,482,383
                                                 =======        =========





                                      F-58
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2003 and 2002 are as
follows:

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

                                                   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

                                                   2002
                              ---------------------------------------------
                                First     Second       Third      Fourth
                               Quarter    Quarter     Quarter     Quarter
                              ----------  ----------  ----------  ---------

Total Revenues                $  961,717  $1,029,957  $1,053,534  $815,029
Gross Profit (1)                 697,993     800,860     822,812   623,320
Net Income                       508,436     656,687     504,747   410,049
Limited Partners'
   Net Income
   Per Unit                         1.70        2.22        1.64      1.35


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



                                      F-59
<PAGE>



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

                                                   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

                                                   2002
                              --------------------------------------------
                                 First      Second      Third     Fourth
                                Quarter     Quarter     Quarter   Quarter
                                --------    --------    --------  --------

Total Revenues                  $599,873    $609,771    $605,096  $450,620
Gross Profit (1)                 417,495     443,082     455,035   326,812
Net Income                       302,642     360,742     266,818   202,671
Limited Partners'
   Net Income
   Per Unit                         1.80        2.17        1.50      1.15




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



                                      F-60
<PAGE>



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


                                                   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

                                                   2002
                              --------------------------------------------
                                First        Second      Third     Fourth
                               Quarter       Quarter     Quarter   Quarter
                              ----------    --------    --------  --------

Total Revenues                $  571,778    $733,300    $665,997  $791,426
Gross Profit (1)                 351,707     584,708     496,183   471,777
Net Income                       199,840     446,770     374,331   315,877
Limited Partners'
   Net Income
   Per Unit                          .71        1.62        1.36      1.13


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



                                      F-61
<PAGE>



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


                                                   2003
                              --------------------------------------------
                                First        Second      Third     Fourth
                               Quarter       Quarter    Quarter   Quarter
                              ----------    --------    --------  --------

Total Revenues                  $858,353    $669,742    $442,252  $556,855
Gross Profit (1)                 651,047     464,235     282,124   339,023
Net Income                       588,424     385,754     214,210   261,021
Limited Partners'
   Net Income
   Per Unit                         4.03        2.63        1.45      1.77

                                                   2002
                              --------------------------------------------
                                First        Second      Third     Fourth
                               Quarter       Quarter    Quarter   Quarter
                              ----------    --------    --------  --------

Total Revenues                  $409,460    $541,489    $448,489  $594,405
Gross Profit (1)                 187,592     374,633     270,279   280,417
Net Income                       108,716     306,234     195,340   188,360
Limited Partners'
   Net Income
   Per Unit                          .73        2.08        1.32      1.26



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



                                      F-62
<PAGE>



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


                                                   2003
                              ----------------------------------------------
                                First       Second       Third      Fourth
                               Quarter      Quarter     Quarter     Quarter
                              ----------  ----------  ----------  ----------

Total Revenues                $2,087,512  $1,771,954  $1,695,973  $1,847,864
Gross Profit (1)               1,235,597   1,019,363     875,319   1,074,980
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

                                                   2002
                              ----------------------------------------------
                                First       Second       Third      Fourth
                               Quarter      Quarter     Quarter     Quarter
                              ----------  ----------  ----------  ----------

Total Revenues                $1,380,273  $1,519,458  $1,186,347  $1,292,701
Gross Profit (1)                 516,725     686,662     337,384     263,350
Net Income                       301,031     504,768     104,232      16,187
Limited Partners'
   Net Income
   Per Unit                          .63        1.07         .20         .01


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



                                      F-63
<PAGE>



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


                                                   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

                                                   2002
                              ----------------------------------------------
                                First        Second      Third       Fourth
                               Quarter       Quarter    Quarter     Quarter
                              ----------    --------    --------    --------

Total Revenues                $416,737      $446,767    $371,792    $403,154
Gross Profit (1)               295,349       272,312     224,967     242,464
Net Income                     163,326       159,263      88,313      85,594
Limited Partners'
   Net Income
   Per Unit                        .69           .68         .36         .35



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







                                      F-64
<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-65
<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.

 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



                                      F-66
<PAGE>



            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.

 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



                                      F-67
<PAGE>



            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.

 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



                                      F-68
<PAGE>



            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.

 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.




                                      F-69
<PAGE>



 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       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.

 4.41       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.

 4.42       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.

 4.43       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.

 4.44       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.

 4.45       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.

 4.46       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



                                      F-70
<PAGE>



            ended December 31, 2000, filed with the SEC on March 5, 2001, and is
            hereby incorporated by reference.

 4.47       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.

 4.48       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.

 4.49       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.

 4.50       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.

 4.51       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.

 4.52       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.

 4.53       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.

4.54        Third Amendment to Agreement of Limited Partnership dated August 31,
            1995 for Geodyne Energy Income Limited



                                      F-71
<PAGE>



            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.

 4.55       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.

 4.56       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.

 4.57       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.

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

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

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

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

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

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

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

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




                                      F-72
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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



                                      F-73
<PAGE>



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

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

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

      All other Exhibits are omitted as inapplicable.

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



                                      F-74