GEODYNE ENERGY INCOME LTD PARTNERSHIP III-A
10-Q, 1997-08-13
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 10-Q

        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934 

For the quarter ended June 30, 1997

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

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

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


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

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


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
                    -----        ----
<PAGE>
<PAGE>
                    PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS
                                          June 30,   December 31,
                                            1997        1996
                                        ------------ -----------

CURRENT ASSETS:
  Cash and cash equivalents              $1,142,346   $  610,116
  Accounts receivable:
   Oil and gas sales                        505,201      680,167
                                         ----------   ----------
       Total current assets              $1,647,547   $1,290,283

NET OIL AND GAS PROPERTIES, utilizing    
  the successful efforts method           2,733,840    5,360,656

DEFERRED CHARGE                             244,220      244,220
                                         ----------   ----------
                                         $4,625,607   $6,895,159
                                         ==========   ==========

              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                       $   45,901   $   50,726
  Gas imbalance payable                      76,797       76,797
                                         ----------   ----------
       Total current liabilities         $  122,698   $  127,523
 
ACCRUED LIABILITY                        $   80,396   $   80,396

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($  225,906) ($  198,911)
  Limited Partners, issued and
   outstanding, 263,976 units             4,648,419    6,886,151 
                                         ----------   ----------
       Total Partners' capital           $4,422,513   $6,687,240
                                         ----------   ----------
                                         $4,625,607   $6,895,159
                                         ==========   ==========

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

                                  -2-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                       STATEMENTS OF OPERATIONS
           FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Oil and gas sales                       $850,857    $  996,946 
  Interest and other income                  8,201         5,088
  Gain on sale of oil and gas
   properties                               11,503           -   
                                          --------    ----------
                                          $870,561    $1,002,034

COSTS AND EXPENSES:
  Lease operating                         $131,357    $  185,960
  Production tax                            76,143        70,969
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              237,375       357,281
  General and administrative (Note 2)       84,383        78,431
                                          --------    ----------
                                          $529,258    $  692,641
                                          --------    ----------

NET INCOME                                $341,303    $  309,393 
                                          ========    ==========
GENERAL PARTNER - NET INCOME              $ 26,150    $   29,507 
                                          ========    ==========
LIMITED PARTNERS - NET INCOME             $315,153    $  279,886 
                                          ========    ==========
NET INCOME per unit                       $   1.19    $     1.06 
                                          ========    ==========
UNITS OUTSTANDING                          263,976       263,976
                                          ========    ==========

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

                                  -3-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                       STATEMENTS OF OPERATIONS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Oil and gas sales                     $1,866,601    $1,906,916 
  Interest and other income                 13,478         9,820
  Gain (loss) on sale of oil and
   gas properties                      (    10,455)          150 
                                        ----------    ----------
                                        $1,869,624    $1,916,886

COSTS AND EXPENSES:
  Lease operating                       $  261,989    $  330,390
  Production tax                           148,238       136,289
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              485,351       706,487
  Impairment provision                   1,617,006           -
  General and administrative (Note 2)      164,737       164,814
                                        ----------    ----------
                                        $2,677,321    $1,337,980
                                        ----------    ----------

NET INCOME (LOSS)                      ($  807,697)   $  578,906 
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $   43,035    $   56,714 
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)   ($  850,732)   $  522,192 
                                        ==========    ==========
NET INCOME (LOSS) per unit             ($     3.22)   $     1.98 
                                        ==========    ==========
UNITS OUTSTANDING                          263,976       263,976
                                        ==========    ==========

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

                                  -4-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                       STATEMENTS OF CASH FLOWS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)
                                           1997           1996
                                       ------------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                    ($  807,697)   $  578,906 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            485,351       706,487
   Impairment provision                  1,617,006
   (Gain) loss on sale of oil and
     gas properties                         10,455   (       150)
   Decrease in accounts receivable -
     oil and gas sales                     174,966         7,787 
   Decrease in accounts payable        (     4,825)  (    32,550)
                                        ----------    ----------
  Net cash provided by operating
   activities                           $1,475,256    $1,260,480

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                  $      -     ($    1,320)
  Proceeds from sale of oil and
   gas properties                          514,004           150
                                        ----------    ----------
  Net cash provided (used) by 
   investing activities                 $  514,004   ($    1,170)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($1,457,030)  ($1,221,860)
                                        ----------    ----------
  Net cash used by financing 
   activities                          ($1,457,030)  ($1,221,860)
                                        ----------    ----------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS                           $  532,230    $   37,450 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      610,116       560,906
                                        ----------    ----------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $1,142,346    $  598,356
                                        ==========    ==========

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

                                  -5-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                          June 30,   December 31,
                                            1997        1996
                                        ------------ ------------

CURRENT ASSETS:
  Cash and cash equivalents              $  617,289   $  376,603
  Accounts receivable:
   Oil and gas sales                        299,367      396,970
                                         ----------   ----------
       Total current assets              $  916,656   $  773,573

NET OIL AND GAS PROPERTIES, utilizing    
  the successful efforts method           1,581,829    2,854,520

DEFERRED CHARGE                             144,819      144,819
                                         ----------   ----------
                                         $2,643,304   $3,772,912
                                         ==========   ==========

              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                       $   26,824   $   27,983
  Gas imbalance payable                      26,735       26,735
                                         ----------   ----------
       Total current liabilities         $   53,559   $   54,718 

ACCRUED LIABILITY                        $   38,690   $   38,690

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($  110,112) ($   97,092)
  Limited Partners, issued and
   outstanding, 138,336 units             2,661,167    3,776,596
                                         ----------   ----------
       Total Partners' capital           $2,551,055   $3,679,504
                                         ----------   ----------
                                         $2,643,304   $3,772,912
                                         ==========   ==========

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

                                  -6-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                       STATEMENTS OF OPERATIONS
           FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Oil and gas sales                       $501,249      $566,244
  Interest and other income                  4,541         2,787
  Gain on sale of oil and gas
   properties                                2,520           -   
                                          --------      --------
                                          $508,310      $569,031

COSTS AND EXPENSES:
  Lease operating                         $ 72,004      $100,837
  Production tax                            43,524        41,189
  Depreciation, depletion, and 
   amortization of oil and gas
   properties                              136,406       198,928
  General and administrative (Note 2)       44,220        41,226
                                          --------      --------
                                          $296,154      $382,180
                                          --------      --------

NET INCOME                                $212,156      $186,851 
                                          ========      ========
GENERAL PARTNER - NET                     $ 15,837      $ 17,161 
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $196,319      $169,690 
                                          ========      ========
NET INCOME per unit                       $   1.42      $   1.23 
                                          ========      ========
UNITS OUTSTANDING                          138,336       138,336
                                          ========      ========

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

                                  -7-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                       STATEMENTS OF OPERATIONS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Oil and gas sales                     $1,094,356    $1,086,126
  Interest and other income                  7,661         5,394
  Gain (loss) on sale of oil and
   gas properties                      (     7,673)           63 
                                        ----------    ----------
                                        $1,094,344    $1,091,583

COSTS AND EXPENSES:
  Lease operating                       $  158,262    $  172,694
  Production tax                            85,550        79,698
  Depreciation, depletion, and 
   amortization of oil and gas
   properties                              275,709       393,134
  Impairment provision                     738,122           -
  General and administrative (Note 2)       86,447        86,879
                                        ----------    ----------
                                        $1,344,090    $  732,405
                                        ----------    ----------

NET INCOME (LOSS)                      ($  249,746)   $  359,178 
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $   27,683    $   33,415 
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)   ($  277,429)   $  325,763 
                                        ==========    ==========
NET INCOME (LOSS) per unit             ($     2.01)   $     2.35 
                                        ==========    ==========
UNITS OUTSTANDING                          138,336       138,336
                                        ==========    ==========

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

                                  -8-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                       STATEMENTS OF CASH FLOWS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)
                                            1997          1996
                                          --------     --------- 

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                      ($249,746)     $359,178 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            275,709       393,134
   Impairment provision                    738,122           -
   (Gain) loss on sale of oil and
     gas properties                          7,673     (      63)
   Decrease in accounts receivable -
     oil and gas sales                      97,603        15,211 
   Decrease in accounts payable          (   1,159)    (  18,999)
                                          --------      --------
  Net cash provided by operating
   activities                             $868,202      $748,461

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                    $    -       ($ 19,329)
  Proceeds from sale of oil and
   gas properties                          251,187            63
                                          --------      --------
  Net cash provided (used) by 
   investing activities                   $251,187     ($ 19,266)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                     ($878,703)    ($723,161)
                                          --------      --------
  Net cash used by financing 
   activities                            ($878,703)    ($723,161)
                                          --------      --------
NET INCREASE IN CASH AND CASH
  CASH EQUIVALENTS                        $240,686      $  6,034 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      376,603       311,585 
                                          --------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                           $617,289      $317,619
                                          ========      ========

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

                                  -9-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                          June 30,   December 31,
                                            1997        1996
                                         ----------- -----------

CURRENT ASSETS:
  Cash and cash equivalents               $  609,792  $  537,233
  Accounts receivable:
   General Partner (Note 2)                    5,854      40,940
   Oil and gas sales                         440,931     627,697
                                          ----------  ----------
       Total current assets               $1,056,577  $1,205,870

NET OIL AND GAS PROPERTIES, utilizing    
  the successful efforts method            3,548,618   5,727,898

DEFERRED CHARGE                               76,014      76,014
                                          ----------  ----------
                                          $4,681,209  $7,009,782
                                          ==========  ==========

              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                        $   41,976  $   57,357
  Gas imbalance payable                       30,749      30,749
                                          ----------  ----------
       Total current liabilities          $   72,725  $   88,106

ACCRUED LIABILITY                         $  141,394  $  141,394

PARTNERS' CAPITAL (DEFICIT):
  General Partner                        ($  174,482)($  143,741)
  Limited Partners, issued and
   outstanding, 244,536 units              4,641,572   6,924,023
                                          ----------  ----------
       Total Partners' capital            $4,467,090  $6,780,282
                                          ----------  ----------
                                          $4,681,209  $7,009,782
                                          ==========  ==========      

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

                                 -10-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                       STATEMENTS OF OPERATIONS
           FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Oil and gas sales                       $658,254      $799,897
  Interest and other income                  6,155         3,792
  Gain on sale of oil and gas
   properties                               59,929           -   
                                          --------      --------
                                          $724,338      $803,689

COSTS AND EXPENSES:
  Lease operating                         $105,808      $135,484
  Production tax                            49,743        57,825
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              180,778       297,995
  General and administrative (Note 2)       77,297        72,668
                                          --------      --------
                                          $413,626      $563,972
                                          --------      --------

NET INCOME                                $310,712      $239,717 
                                          ========      ========
GENERAL PARTNER - NET INCOME              $ 22,166      $ 23,716 
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $288,546      $216,001 
                                          ========      ========
NET INCOME per unit                       $   1.18      $    .88
                                          ========      ========
UNITS OUTSTANDING                          244,536       244,536
                                          ========      ========

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

                                 -11-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                       STATEMENTS OF OPERATIONS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Oil and gas sales                     $1,600,086    $1,615,671
  Interest and other income                 10,692         6,501
  Gain on sale of oil and gas
   properties                               55,672            26 
                                        ----------    ----------
                                        $1,666,450    $1,622,198

COSTS AND EXPENSES:
  Lease operating                       $  252,645    $  280,813
  Production tax                           120,242       116,500
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              387,216       617,898
  Impairment provision                   1,696,418           -
  General and administrative (Note 2)      157,971       152,339
                                        ----------    ----------
                                        $2,614,492    $1,167,550
                                        ----------    ----------

NET INCOME (LOSS)                      ($  948,042)   $  454,648 
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $   35,409    $   47,123 
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)   ($  983,451)   $  407,525 
                                        ==========    ==========
NET INCOME (LOSS) per unit             ($     4.02)   $     1.67
                                        ==========    ==========
UNITS OUTSTANDING                          244,536       244,536
                                        ==========    ==========

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

                                 -12-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                       STATEMENTS OF CASH FLOWS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                    ($  948,042)     $454,648 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            387,216       617,898
   Impairment provision                  1,696,418           -
   Gain on sale of oil and gas
     properties                        (    55,672)    (      26)
   Decrease in accounts receivable -
     General Partner                        35,086           -
   (Increase) decrease in accounts 
     receivable - oil and gas sales        186,766     (  50,992)
   Decrease in accounts payable        (    15,381)    (  37,385)
                                        ----------      --------
  Net cash provided by operating
   activities                           $1,286,391      $984,143

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                  $      -       ($ 15,098)
  Proceeds from sale of oil and
   gas properties                          151,318            26
                                        ----------      --------
  Net cash provided (used) by 
   investing activities                 $  151,318     ($ 15,072)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($1,365,150)    ($793,615)
                                        ----------      --------
  Net cash used by financing 
   activities                          ($1,365,150)    ($793,615)
                                        ----------      --------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS                           $   72,559      $175,456 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      537,233       319,730
                                        ----------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  609,792      $495,186
                                        ==========      ========

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

                                 -13-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                          June 30,   December 31,
                                            1997        1996
                                         ----------- ------------

CURRENT ASSETS:
  Cash and cash equivalents               $  320,768  $  319,245
  Accounts receivable:
   Oil and gas sales                         329,700     425,312
                                          ----------  ----------
       Total current assets               $  650,468  $  744,557

NET OIL AND GAS PROPERTIES, utilizing    
  the successful efforts method            2,322,692   3,470,494 

DEFERRED CHARGE                               26,139      26,139
                                          ----------  ----------
                                          $2,999,299  $4,241,190
                                          ==========  ==========

              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                        $   55,866  $  112,221
  Gas imbalance payable                        5,694       5,694
                                          ----------  ----------
       Total current liabilities          $   61,560  $  117,915

ACCRUED LIABILITY                         $  220,286  $  220,286

PARTNERS' CAPITAL (DEFICIT):
  General Partner                        ($   63,091)($   50,214)
  Limited Partners, issued and
   outstanding, 131,008 units              2,780,544   3,953,203
                                          ----------  ----------
       Total Partners' capital            $2,717,453  $3,902,989
                                          ----------  ----------
                                          $2,999,299  $4,241,190
                                          ==========  ==========

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

                                 -14-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                       STATEMENTS OF OPERATIONS
           FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Oil and gas sales                       $490,474      $562,880
  Interest and other income                  3,982         2,189
  Gain on sale of oil and
   gas properties                           18,488           -  
                                          --------      --------
                                          $512,944      $565,069

COSTS AND EXPENSES:
  Lease operating                         $146,648      $152,858
  Production tax                            33,046        39,541
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              102,659       104,074
  General and administrative (Note 2)       41,933        39,041
                                          --------      --------
                                          $324,286      $335,514
                                          --------      --------

NET INCOME                                $188,658      $229,555  
                                          ========      ========
GENERAL PARTNER - NET INCOME              $ 13,340      $ 15,531 
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $175,318      $214,024 
                                          ========      ========
NET INCOME per unit                       $   1.34      $   1.63 
                                          ========      ========
UNITS OUTSTANDING                          131,008       131,008
                                          ========      ========

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

                                 -15-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                       STATEMENTS OF OPERATIONS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Oil and gas sales                     $1,261,524    $1,097,416
  Interest and other income                  6,417         3,873
  Gain on sale of oil and
   gas properties                           20,468           -  
                                        ----------    ----------
                                        $1,288,409    $1,101,289

COSTS AND EXPENSES:
  Lease operating                       $  324,874    $  313,658
  Production tax                            89,602        76,681
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              217,457       273,476
  Impairment provision                     932,243           -
  General and administrative (Note 2)       85,277        81,941
                                        ----------    ----------
                                        $1,649,453    $  745,756
                                        ----------    ----------

NET INCOME (LOSS)                      ($  361,044)   $  355,533
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $   27,615    $   28,522 
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)   ($  388,659)   $  327,011 
                                        ==========    ==========
NET INCOME (LOSS) per unit             ($     2.97)   $     2.50 
                                        ==========    ==========
UNITS OUTSTANDING                          131,008       131,008
                                        ==========    ==========

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

                                 -16-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                       STATEMENTS OF CASH FLOWS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                      ($361,044)     $355,533 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            217,457       273,476
   Impairment provision                    932,243           -
   Gain on sale of oil and gas
     properties                          (  20,468)          -   
   Decrease in accounts receivable -
     oil and gas sales                      95,612        19,952 
   Decrease in accounts payable          (  56,355)    (  11,150)
                                          --------      --------
  Net cash provided by operating
   activities                             $807,445      $637,811

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                   ($  3,630)    ($ 16,005)
  Proceeds from sale of oil and gas
   properties                               22,200           -   
                                          --------      --------
  Net cash provided (used) by 
   investing activities                   $ 18,570     ($ 16,005)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                     ($824,492)    ($500,263)
                                          --------      --------
  Net cash used by financing 
   activities                            ($824,492)    ($500,263)
                                          --------      --------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS                             $  1,523      $121,543 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      319,245       169,395
                                          --------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                           $320,768      $290,938
                                          ========      ========

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

                                 -17-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                         June 30,    December 31,
                                           1997         1996
                                       ------------  ------------

CURRENT ASSETS:
  Cash and cash equivalents            $ 1,111,235   $ 1,243,143
  Accounts receivable:
   Oil and gas sales                     1,301,477     1,554,748
                                       -----------   -----------

       Total current assets            $ 2,412,712   $ 2,797,891

NET OIL AND GAS PROPERTIES, utilizing    
  the successful efforts method          9,047,695    12,822,109

DEFERRED CHARGE                            298,358       298,358
                                       -----------   -----------
                                       $11,758,765   $15,918,358
                                       ===========   ===========

              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                     $   351,702   $   623,087
  Gas imbalance payable                    156,497       156,497
                                       -----------   -----------
       Total current liabilities       $   508,199   $   779,584

ACCRUED LIABILITY                      $   355,235   $   355,235

PARTNERS' CAPITAL (DEFICIT):
  General Partner                     ($   224,834) ($   187,947) 
  Limited Partners, issued and
   outstanding, 418,266 units           11,120,165    14,971,486
                                       -----------   -----------
       Total Partners' capital         $10,895,331   $14,783,539
                                       -----------   -----------
                                       $11,758,765   $15,918,358
                                       ===========   ===========

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

                                 -18-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                       STATEMENTS OF OPERATIONS
           FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Oil and gas sales                     $2,106,131    $2,123,185
  Interest and other income                 14,349         8,656
  Loss on sale of oil and gas
   properties                          (       310)          -
                                        ----------    ----------
                                        $2,120,170    $2,131,841

COSTS AND EXPENSES:
  Lease operating                       $  878,585    $  924,800
  Production tax                           146,797       146,665
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              439,561       478,518
  General and administrative (Note 2)      134,109       124,033
                                        ----------    ----------
                                        $1,599,052    $1,674,016
                                        ----------    ----------

NET INCOME                              $  521,118    $  457,825 
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $   42,920    $   42,032 
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME           $  478,198    $  415,793 
                                        ==========    ==========
NET INCOME per unit                     $     1.14    $      .99 
                                        ==========    ==========
UNITS OUTSTANDING                          418,266       418,266
                                        ==========    ==========

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

                                 -19-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                       STATEMENTS OF OPERATIONS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Oil and gas sales                     $5,036,109    $4,155,385
  Interest and other income                 23,361        16,176
  Loss on sale of oil and gas
   properties                          (       310)          -
                                        ----------    ----------
                                        $5,059,160    $4,171,561

COSTS AND EXPENSES:
  Lease operating                       $1,802,566    $1,771,522
  Production tax                           355,271       282,409
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              929,643       963,919
  Impairment provision                   2,893,741           -
  General and administrative (Note 2)      271,154       260,386
                                        ----------    ----------
                                        $6,252,375    $3,278,236
                                        ----------    ----------

NET INCOME (LOSS)                      ($1,193,215)   $  893,325 
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $   92,106    $   83,223 
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)   ($1,285,321)   $  810,102 
                                        ==========    ==========
NET INCOME (LOSS) per unit             ($     3.07)   $     1.94 
                                        ==========    ==========
UNITS OUTSTANDING                          418,266       418,266
                                        ==========    ==========

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

                                 -20-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                       STATEMENTS OF CASH FLOWS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                    ($1,193,215)   $  893,325 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            929,643       963,919
   Impairment provision                  2,893,741           -
   Loss on sale of oil and gas
     properties                                310           -
   Decrease in accounts receivable -
     oil and gas sales                     253,271       314,992 
   Decrease in accounts payable        (   271,385)  (    31,713)
                                        ----------    ----------
  Net cash provided by operating
   activities                           $2,612,365    $2,140,523

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($   55,330)  ($   23,615)
  Proceeds from sale of oil and
   gas properties                            6,050           -  
                                        ----------    ----------
  Net cash used by investing
   activities                          ($   49,280)  ($   23,615)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($2,694,993)  ($1,821,900)
                                        ----------    ----------
  Net cash used by financing 
   activities                          ($2,694,993)  ($1,821,900)
                                        ----------    ----------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                     ($  131,908)   $  295,008 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                    1,243,143       665,050
                                        ----------    ----------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $1,111,235    $  960,058
                                        ==========    ==========

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

                                 -21-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                          June 30,   December 31,
                                            1997        1996
                                         ----------- ------------

CURRENT ASSETS:
  Cash and cash equivalents               $  487,228  $  504,658
  Accounts receivable:
   Oil and gas sales                         477,740     661,215
                                          ----------  ----------
       Total current assets               $  964,968  $1,165,873

NET OIL AND GAS PROPERTIES, utilizing    
  the successful efforts method            3,891,649   7,307,487

DEFERRED CHARGE                              159,453     159,453
                                          ----------  ----------
                                          $5,016,070  $8,632,813
                                          ==========  ==========

              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                        $  149,586  $  168,316
  Gas imbalance payable                      109,044     109,044
                                          ----------  ----------
       Total current liabilities          $  258,630  $  277,360

ACCRUED LIABILITY                         $  142,686  $  142,686

PARTNERS' CAPITAL (DEFICIT):
  General Partner                        ($  139,956)($   97,523)
  Limited Partners, issued and
   outstanding, 221,484 units              4,754,710   8,310,290
                                          ----------  ----------
       Total Partners' capital            $4,614,754  $8,212,767
                                          ----------  ----------
                                          $5,016,070  $8,632,813
                                          ==========  ==========

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

                                 -22-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                       STATEMENTS OF OPERATIONS
           FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Oil and gas sales                       $691,158      $736,246
  Interest and other income                  6,846         2,613
  Loss on sale of oil and gas 
   properties                            (     233)          -
                                          --------      --------
                                          $697,771      $738,859

COSTS AND EXPENSES:
  Lease operating                         $245,827      $362,323
  Production tax                            39,891        39,670
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              263,240       340,183
  General and administrative (Note 2)       70,982        65,817
                                          --------      --------
                                          $619,940      $807,993
                                          --------      --------

NET INCOME (LOSS)                         $ 77,831     ($ 69,134)
                                          ========      ========
GENERAL PARTNER - NET INCOME              $ 14,079      $ 10,150 
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $ 63,752     ($ 79,284)
                                          ========      ========
NET INCOME (LOSS) per unit                $    .29     ($    .36)
                                          ========      ========
UNITS OUTSTANDING                          221,484       221,484
                                          ========      ========

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

                                 -23-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                       STATEMENTS OF OPERATIONS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Oil and gas sales                     $1,625,145    $1,456,314
  Interest and other income                 11,424         5,104
  Loss on sale of oil and gas
   properties                          (       233)          -
                                        ----------    ----------
                                        $1,636,336    $1,461,418

COSTS AND EXPENSES:
  Lease operating                       $  530,658    $  632,668
  Production tax                            86,748        78,525
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              534,918       650,286
  Impairment provision                   2,884,405           -
  General and administrative (Note 2)      143,163       138,102
                                        ----------    ----------
                                        $4,179,892    $1,499,581
                                        ----------    ----------

NET LOSS                               ($2,543,556)  ($   38,163)
                                        ==========    ==========
GENERAL PARTNER - NET INCOME            $    9,024    $   24,103 
                                        ==========    ==========
LIMITED PARTNERS - NET LOSS            ($2,552,580)  ($   62,266)
                                        ==========    ==========
NET LOSS per unit                      ($    11.52)  ($      .28)
                                        ==========    ==========
UNITS OUTSTANDING                          221,484       221,484
                                        ==========    ==========

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

                                 -24-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                       STATEMENTS OF CASH FLOWS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)
                                           1997           1996
                                       ------------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                             ($2,543,556)    ($ 38,163)
  Adjustments to reconcile net loss
   to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            534,918       650,286 
   Impairment provision                  2,884,405           -
   Loss on sale of oil and gas
     properties                                233           -
   (Increase) decrease in accounts 
     receivable - oil and gas sales        183,475     (  38,258)
   Decrease in accounts payable        (    18,730)    (   3,792)
                                        ----------      --------
  Net cash provided by operating
   activities                           $1,040,745      $570,073

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($    9,285)    ($  6,005)
  Proceeds from sale of oil and
   gas properties                            5,567         6,307
                                        ----------      --------
  Net cash provided (used) by 
   investing activities                ($    3,718)     $    302 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($1,054,457)    ($556,824)
                                        ----------      --------
  Net cash used by financing 
   activities                          ($1,054,457)    ($556,824)
                                        ----------      --------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                     ($   17,430)     $ 13,551 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      504,658       324,616
                                        ----------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  487,228      $338,167
                                        ==========      ========

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

                                 -25-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                          June 30,   December 31,
                                            1997        1996
                                         ----------- ------------

CURRENT ASSETS:
  Cash and cash equivalents              $  345,153   $  315,955
  Accounts receivable:
   Oil and gas sales                        296,152      408,115
                                         ----------   ----------
       Total current assets              $  641,305   $  724,070

NET OIL AND GAS PROPERTIES, utilizing    
  the successful efforts method           2,405,367    4,150,885

DEFERRED CHARGE                             102,775      102,775
                                         ----------   ----------
                                         $3,149,447   $4,977,730
                                         ==========   ==========

              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                       $   88,503   $   99,540
  Gas imbalance payable                      54,219       54,219
                                         ----------   ----------
       Total current liabilities         $  142,722   $  153,759

ACCRUED LIABILITY                        $   86,853   $   86,853

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   80,996) ($   58,669)
  Limited Partners, issued and
   outstanding, 121,925 units             3,000,868    4,795,787
                                         ----------   ----------
       Total Partners' capital           $2,919,872   $4,737,118
                                         ----------   ----------
                                         $3,149,447   $4,977,730
                                         ==========   ==========

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

                                 -26-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                       STATEMENTS OF OPERATIONS
           FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Oil and gas sales                       $434,013      $467,200
  Interest and other income                  4,431         1,359
  Gain on sale of oil and gas
   properties                                4,943         4,260 
                                          --------      --------
                                          $443,387      $472,819

COSTS AND EXPENSES:
  Lease operating                         $158,170      $236,277
  Production tax                            24,255        24,777
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              147,683       209,401
  General and administrative (Note 2)       39,131        36,346
                                          --------      --------
                                          $369,239      $506,801
                                          --------      --------

NET INCOME (LOSS)                         $ 74,148     ($ 33,982)
                                          ========      ========
GENERAL PARTNER - NET INCOME              $  9,394      $  6,677 
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $ 64,754     ($ 40,659)
                                          ========      ========
NET INCOME (LOSS) per unit                $    .53     ($    .33)
                                          ========      ========
UNITS OUTSTANDING                          121,925       121,925
                                          ========      ========

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

                                 -27-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                       STATEMENTS OF OPERATIONS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Oil and gas sales                     $1,007,130      $923,265
  Interest and other income                  7,392         2,655
  Gain on sale of oil and gas
   properties                                4,943         4,496 
                                        ----------      --------
                                        $1,019,465      $930,416

COSTS AND EXPENSES:
  Lease operating                       $  345,188      $415,417
  Production tax                            52,422        49,106
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              300,196       404,718
  Impairment provision                   1,449,404           -
  General and administrative (Note 2)       78,891        76,102
                                        ----------      --------
                                        $2,226,101      $945,343
                                        ----------      --------

NET LOSS                               ($1,206,636)    ($ 14,927)
                                        ==========      ========
GENERAL PARTNER - NET INCOME            $    9,283      $ 15,442 
                                        ==========      ========
LIMITED PARTNERS - NET LOSS            ($1,215,919)    ($ 30,369)
                                        ==========      ========
NET LOSS per unit                      ($     9.97)    ($    .25)
                                        ==========      ========
UNITS OUTSTANDING                          121,925       121,925
                                        ==========      ========

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

                                 -28-
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                       STATEMENTS OF CASH FLOWS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)
                                           1997           1996
                                       ------------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                             ($1,206,636)    ($ 14,927)
  Adjustments to reconcile net loss
   to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            300,196       404,718
   Impairment provision                  1,449,404           -  
   Gain on sale of oil and gas
     properties                        (     4,943)    (   4,496)
   (Increase) decrease in accounts 
     receivable - oil and gas sales        111,963     (  27,805)
   Decrease in accounts payable        (    11,037)    (   3,408)
                                        ----------      --------
  Net cash provided by operating
   activities                           $  638,947      $354,082

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($   11,956)    ($  5,439)
  Proceeds from sale of oil and
   gas properties                           12,817         4,496
                                        ----------      --------
  Net cash provided (used) by 
   investing activities                 $      861     ($    943)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($  610,610)    ($349,919)
                                        ----------      --------
  Net cash used by financing 
   activities                          ($  610,610)    ($349,919)
                                        ----------      --------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS                           $   29,198      $  3,220 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      315,955       188,474
                                        ----------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  345,153      $191,694
                                        ==========      ========

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

                                 -29-
<PAGE>
<PAGE>
        GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
              CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                             JUNE 30, 1997
                              (Unaudited)


1.   ACCOUNTING POLICIES
     -------------------

     The  balance sheets as of June 30, 1997, statements of operations
     for the  three and six  months ended June  30, 1997 and  1996 and
     statements of  cash flows for the six  months ended June 30, 1997
     and  1996  have been  prepared  by Geodyne  Resources,  Inc., the
     general  partner of  the  Partnerships  (the "General  Partner"),
     without  audit.    In  the opinion  of  management  the financial
     statements referred  to above include all  necessary adjustments,
     consisting of normal recurring adjustments, to present fairly the
     financial position  at June 30,  1997, the results  of operations
     for the three and six months ended June 30, 1997 and 1996 and the
     cash flows for the six months ended June 30, 1997 and 1996.

     Information  and  footnote   disclosures  normally  included   in
     financial  statements  prepared   in  accordance  with  generally
     accepted  accounting principles  have been condensed  or omitted.
     The accompanying  interim financial statements should  be read in
     conjunction  with the  Partnerships' Annual  Report on  Form 10-K
     filed  for  the year  ended December  31, 1996.   The  results of
     operations for the period ended June 30, 1997 are not necessarily
     indicative of the results to be expected for the full year.

     The  Limited Partners' net income or loss  per unit is based upon
     each $100 initial capital contribution.

     OIL AND GAS PROPERTIES
     ----------------------

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

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

                                 -30-
<PAGE>
<PAGE>
     dismantlement  and abandonment  costs,  net of  estimated salvage
     value.

     When complete units  of depreciable property are retired or sold,
     the  asset   cost  and   related  accumulated  depreciation   are
     eliminated with any gain or loss reflected in income.   When less
     than complete units of depreciable property are retired or  sold,
     the difference between asset cost and salvage value is charged or
     credited to accumulated depreciation.

     Statement  of  Financial Accounting  Standards ("SFAS")  No. 121,
     "Accounting  for the Impairment  of Long Lived  Assets and Assets
     Held  for Disposal", requires  successful efforts companies, like
     the Partnerships, to evaluate  the recoverability of the carrying
     costs of their proved oil and  gas properties at the lowest level
     for which  there are  identifiable  cash flows  that are  largely
     independent of  the cash flows  of other  groups of  oil and  gas
     properties.    With respect  to  the  Partnerships' oil  and  gas
     properties, this evaluation was  performed for each field.   SFAS
     No. 121 provides  that if  the unamortized costs  of oil and  gas
     properties for each 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
     Partnerships   recorded  a   non-cash  charge   against  earnings
     (impairment provision)  during the six months ended June 30, 1997
     pursuant to SFAS No. 121 as follows:

                Partnership               Amount
                -----------            ------------
                   III-A               $1,617,006
                   III-B                  738,122
                   III-C                1,696,418
                   III-D                  932,243
                   III-E                2,893,741
                   III-F                2,884,405
                   III-G                1,449,404

     The  risk that the Partnerships  will be required  to record such
     impairment provisions in  the future increases  when oil and  gas
     prices are depressed.


2.   TRANSACTIONS WITH RELATED PARTIES
     ---------------------------------

     The Partnership Agreements governing the Partnerships provide for
     reimbursement to the  General Partner for all direct  general and
     administrative expenses  and for  the general  and administrative
     overhead applicable to the Partnerships based on an allocation of
     actual costs incurred  by the  General Partner.   During the  six
     months  ended June 30, 1997  the following payments  were made to
     the General Partner or its affiliates by the Partnerships:

                             Direct General       Administrative
          Partnership      and Administrative       Overhead    
          -----------      -----------------      --------------
             III-A             $25,801              $138,936
             III-B              13,637                72,810
             III-C              29,265               128,706
             III-D              16,325                68,952

                                 -31-
<PAGE>
<PAGE>
             III-E              51,014               220,140
             III-F              26,595               116,568
             III-G              14,721                64,170

     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 their activities.

     The  receivable from the General Partner at December 31, 1996 for
     the  III-C Partnership  represented  proceeds due  to the   III-C
     Partnership for the  sale of  oil and gas  properties during  the
     fourth quarter of  1996.   Subsequent to December  31, 1996  such
     receivable was collected by the III-C Partnership.

     The receivable from the General Partner at  June 30, 1997 for the
     III-C Partnership represents credits due to the III-C Partnership
     for general and administrative expenses.   Subsequent to June 30,
     1997 such receivable was collected by the III-C Partnership.

                                 -32-
<PAGE>
<PAGE>
ITEM 2:   MANAGEMENT'S   DISCUSSION   AND   ANALYSIS    OF   FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS


USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES
- -----------------------------------------------

     This   Quarterly   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  Quarterly
     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
- -------

     The  Partnerships are engaged in the business of owning interests
     in producing oil  and gas properties  located in the  continental
     United  States.   In  general, a  Partnership acquired  producing
     properties  and  has  not  engaged  in  development  drilling  or
     enhanced recovery  projects, except as an incidental  part of the
     management of the producing  properties acquired.  Therefore, the
     economic life of  each Partnership  is limited to  the period  of
     time required to fully produce its acquired oil and gas reserves.
     The  net proceeds from the oil and gas operations are distributed
     to the  Limited Partners  and the General  Partner in  accordance
     with  the  terms  of  the Partnership  Agreements  governing  the
     Partnerships.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

     The Partnerships  began  operations and  investors were  assigned
     their   rights  as   Limited   Partners,   having  made   capital
     contributions in the amounts and on the dates set forth below:

                                 -33-
<PAGE>
<PAGE>
                                                      Limited
                                Date of          Partner Capital
          Partnership         Activation          Contributions
          -----------     ------------------     ---------------

           III-A          November 21, 1989        $26,397,600
           III-B          January 24, 1990          13,833,600
           III-C          February 27, 1990         24,453,600
           III-D          September 5, 1990         13,100,800
           III-E          December 26, 1990         41,826,600
           III-F          March 7, 1991             22,148,400
           III-G          September 20, 1991        12,192,500

     In  general, the  amount  of funds  available for  acquisition of
     producing properties  was equal  to the capital  contributions of
     the  Limited  Partners,  less   15%  for  sales  commissions  and
     organization and management  fees.  All of  the Partnerships have
     fully invested their capital contributions.

     Net proceeds from operations less necessary operating capital are
     distributed to Limited  Partners on a quarterly  basis.  Revenues
     and  net proceeds of a Partnership are largely dependent upon the
     volumes of oil and gas sold  and the prices received for such oil
     and gas.  While the General Partner cannot predict future pricing
     trends,  it believes the working capital available as of June 30,
     1997 and  the net revenue  generated from future  operations will
     provide  sufficient working  capital to  meet current  and future
     obligations of the Partnerships.

     The  Partnerships' cash  flows  for the  second  quarter of  1997
     included  proceeds from the sale of oil and gas properties during
     the  three months ended  June 30, 1997.   These proceeds  will be
     reflected, as applicable, in the Partnerships' cash distributions
     to  be  paid  in mid-August  1997.    It  is  possible  that  the
     Partnerships'  repurchase values  and  future cash  distributions
     could decline as a result of the disposition of these properties.
     On the other  hand, the  General Partner believes  there will  be
     beneficial  operating efficiencies  related to  the Partnerships'
     remaining properties.  This is primarily due to the fact that the
     properties  sold  generally  bore  a higher  ratio  of  operating
     expenses as compared to reserves than the Partnerships' remaining
     properties.

RESULTS OF OPERATIONS
- ---------------------

     GENERAL DISCUSSION

     The following  general discussion  should be read  in conjunction
     with the analysis of  results of operations provided below.   The
     most important  variable affecting the  Partnerships' revenues is
     the prices  received for  the sale of  oil and  gas.   Predicting
     future  prices is  very  difficult.    Substantially all  of  the
     Partnerships' gas reserves are  being sold in the "spot  market".
     Prices  on the  spot  market are  subject  to wide  seasonal  and
     regional  pricing  fluctuations  due  to  the highly  competitive
     nature of  the spot market.  In  addition, such spot market sales
     are generally  short-term in  nature and are  dependent upon  the
     obtaining  of  transportation  services  provided  by  pipelines.
     Management is unable to predict whether future oil and gas prices
     will (i) stabilize, (ii) increase, or (iii) decrease.

                                 -34-
<PAGE>
<PAGE>
     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 within  "Results  of  Operations".
     Generally,  the  Partnerships' operations  during the  six months
     ended  June  30,  1997  reflect an  increase  in  total  revenues
     compared to the same  periods in 1996.  Management  believes this
     increase  generally  resulted from  an  increase in  oil  and gas
     prices.  Refer to  "Liquidity and Capital Resources" above  for a
     discussion of factors impacting prices.

     PARTNERSHIP III-A            

     THREE  MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE THREE MONTHS
     ENDED JUNE 30, 1996.

                                     Three Months Ended June 30,
                                     ---------------------------
                                          1997            1996
                                        --------        --------
      Oil and gas sales                 $850,857        $996,946
      Oil and gas production expenses   $207,500        $256,929
      Barrels produced                    10,493          12,660
      Mcf produced                       274,541         373,479
      Average price/Bbl                 $  18.88        $  20.04
      Average price/Mcf                 $   2.38        $   1.99

     As shown in  the above table, total  oil and gas sales  decreased
     $146,089  (14.7%) for  the three  months ended  June 30,  1997 as
     compared to  the  three months  ended  June 30,  1996.   Of  this
     decrease, approximately $43,000 and $197,000,  respectively, were
     related  to  decreases  in  volumes  of  oil  and  gas  sold  and
     approximately $12,000  was related to  a decrease in  the average
     price   of  oil  sold,   partially  offset  by   an  increase  of
     approximately  $107,000 related  to  an increase  in the  average
     price of gas  sold.  Volumes of oil and  gas sold decreased 2,167
     barrels and 98,938 Mcf, respectively,  for the three months ended
     June 30,  1997 as  compared to  the three  months ended  June 30,
     1996.  The  decrease in  volumes of oil  sold resulted  primarily
     from normal declines in production due to diminished oil reserves
     on  two wells.   The  decrease  in volumes  of gas  sold resulted
     primarily  from   (i)  normal  declines  in   production  due  to
     diminished gas reserves  on several  wells and (ii)  the sale  of
     several gas  producing wells  during  1996.   Average oil  prices
     decreased  to $18.88 per barrel  for the three  months ended June
     30, 1997  from $20.04 per barrel for  the three months ended June
     30, 1996, while average gas prices increased to $2.38 per Mcf for
     the three months  ended June 30, 1997 from $1.99  per Mcf for the
     three months ended June 30, 1996.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and production taxes)  decreased $49,429 (19.2%) for the
     three months  ended June 30, 1997 as compared to the three months
     ended  June 30,  1996.   This  decrease  resulted primarily  from
     decreases in volumes of oil and  gas sold during the three months
     ended  June 30, 1997  as compared to the  three months ended June
     30, 1996.   As a percentage of oil and  gas sales, these expenses
     remained  relatively constant at 24.4% for the three months ended
     June 30, 1997 and 25.8% for the three months ended June 30, 1996.
 
     Depreciation,  depletion,  and   amortization  of  oil  and   gas
     properties decreased $119,906 (33.6%)  for the three months ended

                                 -35-
<PAGE>
<PAGE>
     June  30, 1997  as compared to  the three  months ended  June 30,
     1996.  This decrease resulted primarily from (i) upward revisions
     in  the estimates of remaining  oil and gas  reserves at December
     31, 1996 and (ii) decreases in volumes of oil and gas sold during
     the three months  ended June 30,  1997 as  compared to the  three
     months  ended June  30, 1996.   As  a percentage  of oil  and gas
     sales, this expense decreased to 27.9% for the three months ended
     June 30,  1997 from  35.8% for  the three months  ended June  30,
     1996.  This percentage  decrease was primarily due to  the dollar
     decrease in depreciation,  depletion, and amortization  discussed
     above  and the increase  in the average price  of gas sold during
     the three months  ended June 30,  1997 as compared  to the  three
     months ended June 30, 1996.

     General and  administrative expenses increased  $5,952 (7.6%) for
     the three months  ended June 30,  1997 as  compared to the  three
     months  ended June  30, 1996.   This increase  resulted primarily
     from an  increase in  professional fees  during the  three months
     ended June  30, 1997 as compared  to the three  months ended June
     30, 1996.   As a percentage of oil and  gas sales, these expenses
     increased to 9.9%  for the three months ended June  30, 1997 from
     7.9% for the three months  ended June 30, 1996.  This  percentage
     increase was  primarily due to the decrease  in oil and gas sales
     discussed above.

     SIX MONTHS  ENDED JUNE  30, 1997  AS COMPARED  TO THE  SIX MONTHS
     ENDED JUNE 30, 1996.

                                     Six Months Ended June 30,
                                     -------------------------
                                         1997           1996
                                      ----------     ----------
      Oil and gas sales               $1,866,601     $1,906,916
      Oil and gas production expenses $  410,227     $  466,679
      Barrels produced                    21,627         25,282
      Mcf produced                       560,309        740,714
      Average price/Bbl               $    20.35     $    19.67
      Average price/Mcf               $     2.55     $     1.90

     As shown in the  above table, total  oil and gas sales  decreased
     $40,315 (2.1%) for the six months ended June 30, 1997 as compared
     to  the  six  months ended  June  30,  1996.   Of  this decrease,
     approximately $72,000 and $343,000, respectively, were related to
     decreases in volumes  of oil  and gas sold,  partially offset  by
     increases  of approximately  $15,000 and  $364,000, respectively,
     related to increases in  the average prices of oil  and gas sold.
     Volumes of oil and  gas sold decreased 3,655 barrels  and 180,405
     Mcf,  respectively, for  the six  months ended  June 30,  1997 as
     compared to the six months ended June 30, 1996.   The decrease in
     volumes of gas  sold resulted primarily from  (i) normal declines
     in  production due to  diminished gas reserves  on several wells,
     (ii) the sale  of several  gas producing wells  during 1996,  and
     (iii) a positive gas balancing adjustment made by the operator on
     one well  during the six months ended June 30, 1996.  Average oil
     and gas prices increased to $20.35 per barrel  and $2.55 per Mcf,
     respectively,  for the six months ended June 30, 1997 from $19.67
     per  barrel and $1.90 per  Mcf, respectively, for  the six months
     ended June 30, 1996.

                                 -36-
<PAGE>
<PAGE>
     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and production taxes)  decreased $56,452 (12.1%) for the
     six  months ended  June 30,  1997 as  compared to the  six months
     ended  June  30, 1996.    This decrease  resulted  primarily from
     decreases in volumes  of oil and gas  sold during the six  months
     ended June  30, 1997 as compared to the six months ended June 30,
     1996.  As a  percentage  of oil  and  gas sales,  these  expenses
     decreased to  22.0% for the six  months ended June  30, 1997 from
     24.5% for the six  months ended June 30,  1996.  This  percentage
     decrease was primarily due to the increases in the average prices
     of oil and gas sold during the six months ended June  30, 1997 as
     compared to the six months ended June 30, 1996.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
     properties decreased  $221,136 (31.3%)  for the six  months ended
     June 30, 1997 as compared to the six months ended  June 30, 1996.
     This decrease resulted primarily from (i) upward revisions in the
     estimates  of remaining oil and gas reserves at December 31, 1996
     and (ii) decreases in volumes of oil and gas sold  during the six
     months ended June 30,  1997 as compared to  the six months  ended
     June  30,  1996.   As a  percentage of  oil  and gas  sales, this
     expense decreased to 26.0% for the six months ended June 30, 1997
     from  37.0% for  the  six  months  ended June  30,  1996.    This
     percentage decrease was primarily due  to the dollar decrease  in
     depreciation, depletion, and amortization discussed above and the
     increases in  the average prices of  oil and gas sold  during the
     six months ended  June 30,  1997 as  compared to  the six  months
     ended June 30, 1996.

     The  III-A  Partnership  recognized  a  non-cash  charge  against
     earnings  of $1,617,006 for the  six months ended  June 30, 1997.
     This impairment  provision was  necessary due to  the unamortized
     costs  of   oil  and   gas  properties  exceeding   the  expected
     undiscounted  future   net  revenues   from  such  oil   and  gas
     properties, in  accordance with the III-A  Partnership's adoption
     of  SFAS No. 121.   Of this  amount, $184,644 was  related to the
     decline   in   oil  and   gas  prices   used  to   determine  the
     recoverability  of oil  and gas  reserves at  March 31,  1997 and
     $1,432,362  was related to impairment of unproved properties.  No
     similar charge was necessary during the six months ended June 30,
     1996.

     General  and administrative expenses remained relatively constant
     for the  six months ended  June 30, 1997  as compared to  the six
     months  ended June  30, 1996.   As  a percentage  of oil  and gas
     sales, these  expenses remained  relatively constant at  8.8% for
     the six  months ended June 30,  1997 and 8.6% for  the six months
     ended June 30, 1996. 

     The  Limited Partners  have  received cash  distributions through
     June 30, 1997 totaling $22,017,701 or 83.41% of Limited Partners'
     capital contributions.

     PARTNERSHIP III-B            

     THREE MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE  THREE MONTHS
     ENDED JUNE 30, 1996.


                                 -37-
<PAGE>
<PAGE>
                                      Three Months Ended June 30,
                                      ---------------------------
                                          1997            1996
                                        --------        --------
      Oil and gas sales                 $501,249        $566,244
      Oil and gas production expenses   $115,528        $142,026
      Barrels produced                     9,601           9,657
      Mcf produced                       138,193         191,237
      Average price/Bbl                 $  19.08        $  20.22
      Average price/Mcf                 $   2.30        $   1.94

     As shown in the  above table, total oil  and gas sales  decreased
     $64,995  (11.5%)  for the  three months  ended  June 30,  1997 as
     compared to  the  three months  ended  June 30,  1996.   Of  this
     decrease,  approximately $103,000  was related  to a  decrease in
     volumes  of gas sold and  approximately $11,000 was  related to a
     decrease in the average price of oil sold, partially offset by an
     increase of approximately $50,000 related  to an increase in  the
     average price of gas sold.  Volumes of oil and gas sold decreased
     56  barrels and  53,044 Mcf,  respectively, for the  three months
     ended June 30, 1997  as compared to  the three months ended  June
     30, 1996.  The decrease in volumes of gas sold resulted primarily
     from  (i) normal  declines  in production  due to  diminished gas
     reserves  on several  wells  and (ii)  the  sale of  several  gas
     producing wells  during 1996.   Average  oil prices decreased  to
     $19.08 per  barrel for the three months  ended June 30, 1997 from
     $20.22 per barrel for the three months ended June 30, 1996, while
     average  gas  prices increased  to $2.30  per  Mcf for  the three
     months  ended June  30, 1997  from $1.94  per Mcf  for the  three
     months ended June 30, 1996.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and production taxes)  decreased $26,498 (18.7%) for the
     three months ended June  30, 1997 as compared to the three months
     ended June 30, 1996.   This decrease resulted primarily  from the
     decrease in volumes  of gas  sold during the  three months  ended
     June  30, 1997  as compared to  the three  months ended  June 30,
     1996.  As a  percentage  of oil  and  gas sales,  these  expenses
     decreased to 23.0%  for the three months ended June 30, 1997 from
     25.1% for the three months ended  June 30, 1996.  This percentage
     decrease was primarily due  to the increase in the  average price
     of  gas sold  during  the three  months  ended June  30, 1997  as
     compared to the three months ended June 30, 1996.  

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
     properties decreased  $62,522 (31.4%) for the  three months ended
     June  30, 1997 as  compared to  the three  months ended  June 30,
     1996.  This decrease resulted primarily from (i) upward revisions
     in  the estimates of remaining  oil and gas  reserves at December
     31, 1996 and (ii) the decrease  in volumes of gas sold during the
     three months ended June 30, 1997  as compared to the three months
     ended June 30, 1996.  As a  percentage of oil and gas sales, this
     expense  decreased to 27.2% for  the three months  ended June 30,
     1997 from 35.1% for the  three months ended June 30, 1996.   This
     percentage decrease  was primarily due to the  dollar decrease in
     depreciation, depletion, and amortization discussed above and the
     increase in the average price of gas sold during the three months
     ended  June 30, 1997  as compared to the  three months ended June
     30, 1996.  

     General and  administrative expenses increased $2,994  (7.3%) for
     the three  months ended June  30, 1997  as compared to  the three
     months  ended June 30,  1996.   This increase  resulted primarily
     from  an increase  in professional fees  during the  three months

                                 -38-
<PAGE>
<PAGE>
     ended June 30,  1997 as compared  to the three months  ended June
     30, 1996.   As a percentage of oil and  gas sales, these expenses
     increased to 8.8% for the three  months ended June 30, 1997  from
     7.3% for the  three months ended June 30, 1996.   This percentage
     increase was primarily due  to the decrease in oil and  gas sales
     discussed above.

     SIX MONTHS  ENDED JUNE  30, 1997  AS COMPARED TO  THE SIX  MONTHS
     ENDED JUNE 30, 1996.

                                       Six Months Ended June 30,
                                       -------------------------
                                         1997             1996
                                      ----------       ----------
      Oil and gas sales               $1,094,356       $1,086,126
      Oil and gas production expenses $  243,812       $  252,392
      Barrels produced                    19,258           19,408
      Mcf produced                       280,208          375,994
      Average price/Bbl               $    20.45       $    19.75
      Average price/Mcf               $     2.50       $     1.87

     As  shown in the  table above, total  oil and  gas sales remained
     relatively constant for  the six  months ended June  30, 1997  as
     compared  to the  six  months ended  June  30, 1996.    While the
     average  prices  of oil  and gas  sold  increased during  the six
     months ended  June 30, 1997 as  compared to the six  months ended
     June 30, 1996,  any resulting increase in  oil and gas sales  was
     offset by  decreases in volumes  of oil and gas  sold. Volumes of
     oil   and  gas  sold  decreased  150   barrels  and  95,786  Mcf,
     respectively,  for the six months ended June 30, 1997 as compared
     to  the six months ended June 30,  1996.  The decrease in volumes
     of  gas  sold resulted  primarily  from  (i) normal  declines  in
     production due to diminished gas reserves on  several wells, (ii)
     the sale of several gas producing wells during 1996, and  (iii) a
     positive  gas balancing  adjustment made  by the operator  on one
     well during  the six months ended June 30, 1996.  Average oil and
     gas  prices increased  to $20.45  per barrel  and $2.50  per Mcf,
     respectively,  for the six months ended June 30, 1997 from $19.75
     per  barrel and $1.87 per  Mcf, respectively, for  the six months
     ended June 30, 1996.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes)  decreased $8,580 (3.4%)  for the
     six  months ended June  30, 1997  as compared  to the  six months
     ended June 30, 1996.   This decrease resulted primarily  from the
     decrease  in volumes of gas sold during the six months ended June
     30, 1997  as compared  to the  six months  ended  June 30,  1996,
     partially offset by  credits issued  on one well  during the  six
     months ended June 30, 1996 for prior  period rental expenses.  As
     a  percentage  of oil  and  gas  sales, these  expenses  remained
     relatively  constant at 22.3% for  the six months  ended June 30,
     1997 and 23.2% for the six months ended June 30, 1996. 

     Depreciation,  depletion,  and  amortization   of  oil  and   gas
     properties decreased  $117,425 (29.9%)  for the six  months ended
     June 30, 1997 as compared to  the six months ended June 30, 1996.
     This decrease resulted primarily from (i) upward revisions in the
     estimates  of remaining oil and gas reserves at December 31, 1996
     and  (ii) the  decrease in  volumes of  gas sold  during the  six
     months ended June  30, 1997 as compared  to the six months  ended
     June 30,  1996.   As  a percentage  of oil  and  gas sales,  this

                                 -39-
<PAGE>
<PAGE>
     expense decreased to 25.2% for the six months ended June 30, 1997
     from  36.2%  for  the six  months  ended  June  30, 1996.    This
     percentage decrease was  primarily due to the dollar  decrease in
     depreciation, depletion, and amortization discussed above and the
     increases in the  average prices of oil  and gas sold during  the
     six months  ended June 30,  1997 as  compared to  the six  months
     ended June 30, 1996.  

     The  III-B  Partnership  recognized  a  non-cash  charge  against
     earnings  of $738,122  for the  six months  ended June  30, 1997.
     This impairment  provision was  necessary due to  the unamortized
     costs  of   oil  and   gas  properties  exceeding   the  expected
     undiscounted  future   net  revenues   from  such  oil   and  gas
     properties, in  accordance with the III-B  Partnership's adoption
     of SFAS  No. 121.   Of this  amount, $77,653 was  related to  the
     decline  in   oil  and   gas   prices  used   to  determine   the
     recoverability  of oil  and gas  reserves at  March 31,  1997 and
     $660,469 was  related to impairment  of unproved properties.   No
     similar charge was necessary during the six months ended June 30,
     1996.

     General  and administrative expenses remained relatively constant
     for the  six months ended  June 30, 1997  as compared to  the six
     months  ended June  30, 1996.   As  a percentage  of oil  and gas
     sales, these  expenses remained  relatively constant at  7.9% for
     the six  months ended June 30,  1997 and 8.0% for  the six months
     ended June 30, 1996.

     The  Limited Partners  have  received cash  distributions through
     June 30, 1997 totaling $12,847,353 or 92.87% of Limited Partners'
     capital contributions.

     PARTNERSHIP III-C

     THREE  MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE THREE MONTHS
     ENDED JUNE 30, 1996.

                                     Three Months Ended June 30,
                                     ---------------------------
                                          1997            1996
                                        --------        --------
      Oil and gas sales                 $658,254        $799,897
      Oil and gas production expenses   $155,551        $193,309
      Barrels produced                     6,448           6,651
      Mcf produced                       268,585         355,664
      Average price/Bbl                 $  20.11        $  20.60
      Average price/Mcf                 $   1.97        $   1.86

     As shown in  the above table, total  oil and gas sales  decreased
     $141,643  (17.7%) for  the three  months ended  June 30,  1997 as
     compared to  the  three months  ended  June 30,  1996.   Of  this
     decrease,  approximately $162,000  was related  to a  decrease in
     volumes  of   gas  sold,  partially  offset  by  an  increase  of
     approximately $30,000 related to an increase in the average price
     of  gas sold.  Volumes of oil  and gas sold decreased 203 barrels
     and 87,079 Mcf, respectively, for the three months ended June 30,
     1997 as  compared to the three  months ended June 30,  1996.  The
     decrease  in  volumes of  gas  sold resulted  primarily  from (i)
     negative prior  period volume adjustments made  by the purchasers
     on two  wells during the three months ended June 30, 1997, (ii) a
     positive prior period volume adjustment made by the purchaser  on

                                 -40-
<PAGE>
<PAGE>
     one well  during the three months ended  June 30, 1996, and (iii)
     normal  declines in production due to  diminished gas reserves on
     several wells.  Average oil prices decreased to $20.11 per barrel
     for the three  months ended June 30, 1997 from  $20.60 per barrel
     for  the  three months  ended June  30,  1996, while  average gas
     prices increased to $1.97 per Mcf for the three months ended June
     30,  1997 from $1.86 per Mcf for  the three months ended June 30,
     1996.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and production taxes)  decreased $37,758 (19.5%) for the
     three months ended June 30, 1997 as compared to the  three months
     ended June 30, 1996.   This decrease resulted primarily  from the
     decrease in volumes  of gas  sold during the  three months  ended
     June 30,  1997 as  compared to  the three  months ended  June 30,
     1996.    As a  percentage of  oil and  gas sales,  these expenses
     remained relatively  constant at 23.6% for the three months ended
     June 30, 1997 and 24.2% for the three months ended June 30, 1996.

     Depreciation,   depletion,  and  amortization   of  oil  and  gas
     properties decreased $117,217 (39.3%)  for the three months ended
     June  30, 1997 as  compared to  the three  months ended  June 30,
     1996.  This decrease resulted primarily from (i) upward revisions
     in  the estimates of remaining  oil and gas  reserves at December
     31, 1996 and (ii) the decrease in volumes of gas  sold during the
     three months ended June 30, 1997  as compared to the three months
     ended June 30, 1996.  As a percentage of oil and gas sales,  this
     expense  decreased to 27.5% for  the three months  ended June 30,
     1997 from 37.3%  for the three months ended June  30, 1996.  This
     percentage decrease was  primarily due to the dollar  decrease in
     depreciation, depletion, and amortization discussed above and the
     increase in the average price of gas sold during the three months
     ended  June 30, 1997  as compared to the  three months ended June
     30, 1996.

     General and  administrative expenses increased  $4,629 (6.4%) for
     the three  months ended June  30, 1997  as compared to  the three
     months ended  June 30, 1996.   This  increase resulted  primarily
     from an  increase in  professional fees during  the three  months
     ended June 30, 1997  as compared to  the three months ended  June
     30, 1996.   As a  percentage of oil  and gas sales,  this expense
     increased to 11.7% for  the three months ended June 30, 1997 from
     9.1%  for the three months  ended June 30,  1996. This percentage
     increase was primarily due to  the decrease in oil and gas  sales
     discussed above.

     SIX  MONTHS ENDED  JUNE 30,  1997 AS  COMPARED TO THE  SIX MONTHS
     ENDED JUNE 30, 1996.

                                       Six Months Ended June 30,
                                       -------------------------
                                           1997           1996
                                        ----------     ----------
      Oil and gas sales                 $1,600,086     $1,615,671
      Oil and gas production expenses   $  372,887     $  397,313
      Barrels produced                      13,182         14,680
      Mcf produced                         579,067        732,140
      Average price/Bbl                 $    20.79     $    19.36
      Average price/Mcf                 $     2.29     $     1.82

                                 -41-
<PAGE>
<PAGE>
     As shown in  the table above,  total oil and  gas sales  remained
     relatively constant for  the six  months ended June  30, 1997  as
     compared  to the  six months  ended  June 30,  1996.   While  the
     volumes of oil and gas sold decreased during the six months ended
     June 30, 1997 as compared to  the six months ended June 30, 1996,
     any  resulting  decrease  in oil  and  gas  sales  was offset  by
     increases in the  average prices of oil and  gas sold. Volumes of
     oil  and gas  sold  decreased  1,498  barrels  and  153,073  Mcf,
     respectively,  for the six months ended June 30, 1997 as compared
     to the six months ended June 30, 1996. The decrease in volumes of
     gas  sold resulted  primarily  from (i)  a negative  prior period
     volume  adjustment made by the  purchaser on one  well during the
     six months ended June 30, 1997, (ii) positive prior period volume
     adjustments made  by the purchasers  on several wells  during the
     six  months ended  June 30,  1996, and  (iii) normal  declines in
     production  due  to diminished  gas  reserves  on several  wells.
     Average oil and  gas prices  increased to $20.79  per barrel  and
     $2.29  per Mcf, respectively, for  the six months  ended June 30,
     1997  from $19.36 per barrel and $1.82 per Mcf, respectively, for
     the six months ended June 30, 1996.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes) decreased $24,426  (6.2%) for the
     six  months ended  June 30,  1997 as compared  to the  six months
     ended June 30, 1996.   This decrease resulted primarily  from the
     decrease in volumes of gas sold  during the six months ended June
     30,  1997  as compared  to the  six months  ended June  30, 1996,
     partially offset by  credits issued  on one well  during the  six
     months ended June 30, 1996 for prior period rental expenses.   As
     a  percentage  of oil  and  gas  sales,  these expenses  remained
     relatively  constant at 23.3% for  the six months  ended June 30,
     1997 and 24.6% for the six months ended June 30, 1996. 

     Depreciation,   depletion,  and  amortization   of  oil  and  gas
     properties decreased  $230,682 (37.3%)  for the six  months ended
     June 30,  1997 as compared to the six months ended June 30, 1996.
     This decrease resulted primarily from (i) upward revisions in the
     estimates  of remaining oil and gas reserves at December 31, 1996
     and  (ii) the  decrease  in volumes  of gas  sold during  the six
     months ended June 30,  1997 as compared  to the six months  ended
     June  30, 1996.   As  a  percentage of  oil and  gas sales,  this
     expense decreased to 24.2% for the six months ended June 30, 1997
     from  38.2%  for the  six  months  ended  June  30, 1996.    This
     percentage decrease was primarily  due to the dollar decrease  in
     depreciation, depletion, and amortization discussed above and the
     increases  in the average prices  of oil and  gas sold during the
     six  months ended  June 30,  1997 as  compared to the  six months
     ended June 30, 1996.

     The  III-C  Partnership  recognized  a  non-cash  charge  against
     earnings  of $1,696,418 for the  six months ended  June 30, 1997.
     This impairment  provision was  necessary due to  the unamortized
     costs  of   oil  and   gas  properties  exceeding   the  expected
     undiscounted  future   net  revenues   from  such  oil   and  gas
     properties,  in accordance with  the III-C Partnership's adoption
     of SFAS  No. 121.   Of this amount,  $234,271 was related  to the
     decline   in  oil   and  gas   prices   used  to   determine  the
     recoverability  of oil  and gas  reserves at  March 31,  1997 and
     $1,462,147 was related to impairment  of unproved properties.  No
     similar charge was necessary during the six months ended June 30,
     1996.

                                 -42-
<PAGE>
<PAGE>
     General  and administrative expenses remained relatively constant
     for the  six months ended  June 30, 1997  as compared to  the six
     months  ended June  30, 1996.   As  a percentage  of oil  and gas
     sales, these  expenses remained  relatively constant at  9.9% for
     the six  months ended June 30,  1997 and 9.4% for  the six months
     ended June 30, 1996.

     The  Limited Partners  have  received cash  distributions through
     June 30, 1997 totaling $14,227,795 or 58.18% of Limited Partners'
     capital contributions.

     PARTNERSHIP III-D            

     THREE MONTHS ENDED  JUNE 30, 1997 AS COMPARED TO THE THREE MONTHS
     ENDED JUNE 30, 1996.

                                     Three Months Ended June 30,
                                     ---------------------------
                                          1997             1996
                                        --------         --------
      Oil and gas sales                 $490,474         $562,880
      Oil and gas production expenses   $179,694         $192,399
      Barrels produced                     9,513           11,200
      Mcf produced                       176,235          175,787
      Average price/Bbl                 $  18.85         $  19.68
      Average price/Mcf                 $   1.77         $   1.95

     As shown  in the table  above, total oil and  gas sales decreased
     $72,406  (12.9%)  for the  three months  ended  June 30,  1997 as
     compared to  the three  months  ended June  30,  1996.   Of  this
     decrease,  approximately $8,000  and $32,000,  respectively, were
     related to  decreases in the average  prices of oil and  gas sold
     and approximately $33,000 was related to a decrease in volumes of
     oil sold.   Volumes of  oil sold decreased  1,687 barrels,  while
     volumes  of gas sold increased 448 Mcf for the three months ended
     June  30, 1997  as compared  to the  three months ended  June 30,
     1996.  Average oil and gas  prices decreased to $18.85 per barrel
     and  $1.77 per Mcf, respectively, for the three months ended June
     30,  1997 from $19.68 per barrel and $1.95 per Mcf, respectively,
     for the three months ended June 30, 1996.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes) decreased $12,705  (6.6%) for the
     three months ended June 30, 1997 as compared  to the three months
     ended June  30, 1996. This  decrease resulted primarily  from (i)
     the decrease in volumes of oil sold during the three months ended
     June 30, 1997 as compared to the three months ended June 30, 1996
     and (ii)  a  decrease in  production  taxes associated  with  the
     decrease in oil and  gas sales discussed above.  As  a percentage
     of oil  and gas sales  this expense  increased to  36.6% for  the
     three months ended June 30, 1997 from 34.2% for the three  months
     ended  June 30, 1996.  This percentage increase was primarily due
     to the decreases in the average prices of oil and gas sold during
     the three  months ended June  30, 1997  as compared to  the three
     months ended June 30, 1996.

     Depreciation,  depletion,   and  amortization  of   oil  and  gas
     properties  remained relatively  constant  for  the three  months
     ended June  30, 1997 as compared  to the three months  ended June
     30, 1996. As  a percentage  of oil  and gas  sales, this  expense
     increased to 20.9% for the three months ended June  30, 1997 from

                                 -43-
<PAGE>
<PAGE>
     18.5% for the three months ended June 30, 1996.   This percentage
     increase was primarily due to the decreases in the average prices
     of oil and gas sold  during the three months ended June  30, 1997
     as compared to the three months ended June 30, 1996.

     General  and administrative expenses  increased $2,892 (7.4%) for
     the  three months ended  June 30, 1997  as compared to  the three
     months ended June 30, 1996. This increase resulted primarily from
     an increase  in professional fees  during the three  months ended
     June 30,  1997 as  compared to  the three  months ended  June 30,
     1996.   As  a percentage  of oil  and gas  sales, these  expenses
     increased to  8.5% for the three months  ended June 30, 1997 from
     6.9%  for the three months  ended June 30,  1996. This percentage
     increase was primarily due to the  decrease in oil and gas  sales
     discussed above.

     SIX MONTHS  ENDED JUNE 30,  1997 AS  COMPARED TO  THE SIX  MONTHS
     ENDED JUNE 30, 1996.

                                       Six Months Ended June 30,
                                       -------------------------
                                           1997           1996
                                        ----------     ----------
      Oil and gas sales                 $1,261,524     $1,097,416
      Oil and gas production expenses   $  414,476     $  390,339
      Barrels produced                      21,955         22,078
      Mcf produced                         362,492        378,701
      Average price/Bbl                 $    20.42     $    18.90
      Average price/Mcf                 $     2.24     $     1.80

     As shown in the  table above, total oil  and gas sales  increased
     $164,108  (15.0%) for  the  six months  ended  June 30,  1997  as
     compared  to  the  six  months ended  June  30,  1996.    Of this
     increase,  approximately $33,000 and $159,000, respectively, were
     related to increases in  the average prices of oil  and gas sold,
     partially offset  by a decrease of  approximately $29,000 related
     to a decrease  in volumes of  gas sold.   Volumes of oil and  gas
     sold decreased 123 barrels and 16,209 Mcf, respectively,  for the
     six months  ended June 30,  1997 as  compared to  the six  months
     ended  June 30, 1996.   Average oil  and gas prices  increased to
     $20.42  per barrel and $2.24  per Mcf, respectively,  for the six
     months  ended June 30, 1997 from $18.90  per barrel and $1.80 per
     Mcf, respectively, for the six months ended June 30, 1996.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes) increased $24,137  (6.2%) for the
     six  months ended  June 30,  1997 as  compared to the  six months
     ended June 30, 1996.   This increase resulted primarily  from (i)
     an  increase in production taxes  associated with the increase in
     oil  and gas  sales discussed  above and  (ii) workover  expenses
     incurred on one well during the six months ended June 30, 1997 in
     order to improve  the recovery of  reserves, partially offset  by
     the  decrease in volumes of gas sold  during the six months ended
     June 30,  1997 as compared to the six months ended June 30, 1996.
     As a percentage of oil and gas sales, these expenses decreased to
     32.9% for the  six months ended June 30, 1997  from 35.6% for the
     six months ended  June 30,  1996.  This  percentage decrease  was
     primarily due to the increases in  the average prices of oil  and
     gas sold during the six months ended June 30, 1997 as compared to
     six months ended June 30, 1996.

                                 -44-
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
     properties  decreased $56,019  (20.5%) for  the six  months ended
     June 30,  1997 as compared to the six months ended June 30, 1996.
     This decrease resulted primarily from (i) upward revisions in the
     estimates  of remaining oil and gas reserves at December 31, 1996
     and  (ii) the  decrease  in volumes  of gas  sold during  the six
     months ended June 30,  1997 as compared  to the six months  ended
     June  30, 1996.   As  a  percentage of  oil and  gas sales,  this
     expense decreased to 17.2% for the six months ended June 30, 1997
     from  24.9%  for the  six  months  ended  June  30, 1996.    This
     percentage  decrease was primarily due to  the dollar decrease in
     depreciation, depletion, and amortization discussed above and the
     increases  in the average prices  of oil and  gas sold during the
     six  months ended  June 30,  1997 as  compared to the  six months
     ended June 30, 1996.

     The  III-D  Partnership  recognized  a  non-cash  charge  against
     earnings  of $932,243  for the  six months  ended June  30, 1997.
     This impairment  provision was  necessary due to  the unamortized
     costs  of   oil  and   gas  properties  exceeding   the  expected
     undiscounted  future   net  revenues   from  such  oil   and  gas
     properties, in  accordance with the  III-D Partnership's adoption
     of SFAS  No. 121.   Of this amount,  $485,820 was related  to the
     decline  in   oil   and  gas   prices  used   to  determine   the
     recoverability  of oil  and gas  reserves at  March 31,  1997 and
     $446,423 was  related to impairment  of unproved properties.   No
     similar charge was necessary during the six months ended June 30,
     1996.

     General and administrative expenses remained  relatively constant
     for the six  months ended June  30, 1997 as  compared to the  six
     months  ended June  30, 1996.   As  a percentage  of oil  and gas
     sales,  these expenses decreased to 6.8% for the six months ended
     June  30, 1997 from 7.5% for the  six months ended June 30, 1996.
     This percentage decrease was primarily due to the increase in oil
     and gas sales discussed above. 

     The Limited  Partners have  received  cash distributions  through
     June  30, 1997 totaling $6,927,669 or 52.88% of Limited Partners'
     capital contributions.

     PARTNERSHIP III-E            

     THREE MONTHS ENDED JUNE 30, 1997 AS COMPARED  TO THE THREE MONTHS
     ENDED JUNE 30, 1996.

                                     Three Months Ended June 30,
                                     ----------------------------
                                         1997             1996
                                      ----------       ----------
      Oil and gas sales               $2,106,131       $2,123,185
      Oil and gas production expenses $1,025,382       $1,071,465
      Barrels produced                    53,422           62,938
      Mcf produced                       585,780          487,162
      Average price/Bbl               $    18.22       $    19.38
      Average price/Mcf               $     1.93       $     1.85

     As shown  in the  table above, total  oil and gas  sales remained
     relatively constant for the  three months ended June 30,  1997 as
     compared to the three  months ended June 30, 1996.   Any decrease
     in oil and gas sales related to the decreases in  volumes and the

                                 -45-
<PAGE>
<PAGE>
     average price of oil sold during the three months ended  June 30,
     1997  as compared  to the  three months ended  June 30,  1996 was
     offset by  increases  related to  increases  in volumes  and  the
     average  price of gas sold.  Volumes of oil  sold decreased 9,516
     barrels,  while  volumes  of   gas  sold  increased  98,618  Mcf,
     respectively,  for  the  three  months  ended  June 30,  1997  as
     compared to the  three months ended June 30,  1996.  The increase
     in volumes of  gas sold  resulted primarily from  (i) a  positive
     prior  period volume adjustment made by the purchaser on one well
     during  the three  months ended  June 30,  1997, (ii)  a negative
     prior  period volume adjustment made by  the purchaser on another
     well  during  the three  months ended  June  30, 1996,  and (iii)
     increased  production on  one well  due to  a  workover performed
     during the last half of 1996  in order to improve the recovery of
     reserves.   Average oil prices decreased to $18.22 per barrel for
     the three months ended  June 30, 1997 from $19.38 per  barrel for
     the  three  months  ended June  30,  1996.    Average gas  prices
     increased to $1.93 per  Mcf for the  three months ended June  30,
     1997 from $1.85 per Mcf for the three months ended June 30, 1996.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes) decreased $46,083  (4.3%) for the
     three months ended June 30, 1997 as compared to the  three months
     ended June 30, 1996.  This decrease resulted primarily from (i) a
     positive prior period adjustment made by the operator of one well
     during the three months ended June 30, 1997 related to ad valorem
     taxes  and   (ii)  overall  decreases  in   general  repairs  and
     maintenance expenses  incurred on several wells  during the three
     months ended June 30, 1997 as compared to the three months  ended
     June 30, 1996, partially offset by the increase in volumes of gas
     sold  during the three months ended June  30, 1997 as compared to
     the three months ended June 30, 1996.  As a percentage of oil and
     gas sales, these expenses decreased to 48.7% for the three months
     ended June 30,  1997 from 50.5%  for the three months  ended June
     30,  1996.   This percentage  decrease was  primarily due  to the
     increase in the average price of gas sold during the three months
     ended June  30, 1997 as compared  to the three months  ended June
     30, 1996.

     Depreciation,  depletion,  and  amortization   of  oil  and   gas
     properties decreased  $38,957 (8.1%)  for the three  months ended
     June 30,  1997 as  compared to  the three  months ended June  30,
     1996.   This decrease resulted primarily from  an upward revision
     in the estimate of  remaining oil reserves at December  31, 1996,
     partially  offset by the increase  in volumes of  gas sold during
     the three  months ended June  30, 1997 as  compared to the  three
     months  ended June  30, 1996.   As  a percentage  of oil  and gas
     sales, this expense decreased to 20.9% for the three months ended
     June 30, 1997  from 22.5%  for the  three months  ended June  30,
     1996.  This percentage decrease was primarily due to the increase
     in the average price  of gas sold  during the three months  ended
     June 30,  1997 as  compared to  the three months  ended June  30,
     1996.

     General and administrative expenses increased $10,076  (8.1%) for
     the three months  ended June 30,  1997 as compared  to the  three
     months ended  June 30,  1996.  This  increase resulted  primarily
     from an increase  in professional fees  and printing and  postage
     expenses  during the three months ended June 30, 1997 as compared
     to the three months ended June 30, 1996.   As a percentage of oil
     and gas sales,  these expenses  increased to 6.4%  for the  three

                                 -46-
<PAGE>
<PAGE>
     months ended  June 30, 1997 from 5.8%  for the three months ended
     June  30, 1996. This percentage increase was primarily due to the
     dollar  increase in general and administrative expenses discussed
     above.

     SIX MONTHS  ENDED JUNE 30,  1997 AS  COMPARED TO  THE SIX  MONTHS
     ENDED JUNE 30, 1996.

                                       Six Months Ended June 30,
                                       -------------------------
                                           1997          1996
                                        ----------    ----------
      Oil and gas sales                 $5,036,109    $4,155,385
      Oil and gas production expenses   $2,157,837    $2,053,931
      Barrels produced                     127,241       121,001
      Mcf produced                       1,153,345     1,061,015
      Average price/Bbl                 $    20.22    $    18.77
      Average price/Mcf                 $     2.14    $     1.85

     As shown in the  table above, total oil  and gas sales  increased
     $880,724  (21.2%) for  the  six months  ended  June 30,  1997  as
     compared  to  the  six  months ended  June  30,  1996.    Of this
     increase, approximately $184,000 and $334,000, respectively, were
     related  to increases in the  average prices of  oil and gas sold
     and  approximately  $117,000  and  $171,000,  respectively,  were
     related to increases in volumes of  oil and gas sold.  Volumes of
     oil  and  gas  sold  increased  6,240  barrels  and  92,330  Mcf,
     respectively,  for the six months ended June 30, 1997 as compared
     to  the six  months ended  June 30,  1996.   Average oil  and gas
     prices  increased  to  $20.22  per  barrel  and  $2.14  per  Mcf,
     respectively,  for the six months ended June 30, 1997 from $18.77
     per  barrel and $1.85 per  Mcf, respectively, for  the six months
     ended June 30, 1996.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and production taxes)  increased $103,906 (5.1%) for the
     six months  ended June  30, 1997  as compared  to the  six months
     ended  June 30,  1996.   This  increase  resulted primarily  from
     increases in  volumes of oil  and gas sold during  the six months
     ended June 30, 1997 as compared to the six months  ended June 30,
     1996.   As  a percentage  of oil  and  gas sales,  these expenses
     decreased to 42.8% for  the six months ended  June 30, 1997  from
     49.4% for  the six months ended  June 30, 1996.   This percentage
     decrease was primarily due to the increases in the average prices
     of oil and gas sold during the six months ended June 30,  1997 as
     compared to the six months ended June 30, 1996.   

     Depreciation,   depletion,  and  amortization   of  oil  and  gas
     properties decreased $34,276 (3.6%) for the six months ended June
     30, 1997 as compared to the six months ended June 30, 1996.  This
     decrease  resulted  primarily  from  an upward  revision  in  the
     estimate  of  remaining  oil   reserves  at  December  31,  1996,
     partially  offset by  increases in  volumes of  oil and  gas sold
     during the  six months ended June 30, 1997 as compared to the six
     months  ended June  30, 1996.   As  a percentage  of oil  and gas
     sales, this expense decreased  to 18.5% for the six  months ended
     June 30,  1997 from 23.2% for the six months ended June 30, 1996.
     This percentage decrease  was primarily due  to the increases  in
     the average  prices of  oil and  gas sold  during the  six months
     ended June  30, 1997 as compared to the six months ended June 30,
     1996.

                                 -47-
<PAGE>
<PAGE>
     As  set  forth under  "Results  of Operations"  above,  the III-E
     Partnership  recognized a  non-cash  charge  against earnings  of
     $2,893,741  for the  six  months  ended  June  30,  1997.    This
     impairment provision  was necessary due to  the unamortized costs
     of  oil and  gas properties  exceeding the  expected undiscounted
     future  net  revenues  from  such  oil  and  gas  properties,  in
     accordance with the III-E Partnership's adoption of SFAS No. 121.
     Of this  amount, $2,042,775 was related to the decline in oil and
     gas  prices used to determine  the recoverability of  oil and gas
     reserves at March 31, 1997 and $850,966 was related to impairment
     of  unproved properties.  No similar  charge was necessary during
     the six months ended June 30, 1996.

     General and administrative  expenses remained relatively constant
     for  the six months  ended June 30,  1997 as compared  to the six
     months  ended June  30, 1996.   As  a percentage  of oil  and gas
     sales,  these expenses decreased to 5.4% for the six months ended
     June 30, 1997 from 6.3%  for the six months ended June  30, 1996.
     This percentage decrease was primarily due to the increase in oil
     and gas sales discussed above.

     The  Limited Partners  have  received cash  distributions through
     June 30, 1997 totaling $25,413,016 or 60.76% of Limited Partners'
     capital contributions.

     PARTNERSHIP III-F            

     THREE MONTHS ENDED JUNE 30, 1997 AS COMPARED TO  THE THREE MONTHS
     ENDED JUNE 30, 1996.

                                     Three Months Ended June 30,
                                     ----------------------------
                                          1997             1996
                                        --------         --------
      Oil and gas sales                 $691,158         $736,245
      Oil and gas production expenses   $285,718         $401,993
      Barrels produced                    18,583           18,820
      Mcf produced                       223,129          266,461
      Average price/Bbl                 $  18.86         $  19.16
      Average price/Mcf                 $   1.53         $   1.41

     As shown in the  table above, total oil  and gas sales  decreased
     $45,087  (6.1%) for  the  three months  ended  June 30,  1997  as
     compared to  the  three months  ended  June 30,  1996.   Of  this
     decrease,  approximately $5,000  and $61,000,  respectively, were
     related  to  decreases  in  volumes  of  oil  and  gas  sold  and
     approximately $6,000  was related to  a decrease  in the  average
     price   of  oil  sold,   partially  offset  by   an  increase  of
     approximately $27,000 related to an increase in the average price
     of gas sold.   Volumes of oil and gas  sold decreased 237 barrels
     and 43,332 Mcf, respectively, for the three months ended June 30,
     1997 as  compared to the three  months ended June 30,  1996.  The
     decrease in volumes of  gas sold resulted primarily from  (i) the
     shutting-in of two wells  during the three months ended  June 30,
     1997 to perform  workovers in  order to improve  the recovery  of
     reserves,  (ii) a normal decline in  production due to diminished
     gas  reserves on one well,  (iii) a negative  prior period volume
     adjustment made by  the purchaser  on one well  during the  three
     months ended June 30,  1997, and (iv) the shutting-in  of another
     well  during  the  three  months  ended  June  30,  1997  due  to
     mechanical difficulties.  Average  oil prices decreased to $18.86

                                 -48-
<PAGE>
<PAGE>
     per barrel  for the three months ended  June 30, 1997 from $19.16
     per barrel for the three months ended June 30, 1996.  Average gas
     prices increased to $1.53 per Mcf for the three months ended June
     30,  1997 from $1.41 per Mcf for  the three months ended June 30,
     1996.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and production taxes) decreased $116,275 (28.9%) for the
     three months ended June  30, 1997 as compared to the three months
     ended June 30, 1996.   This decrease resulted primarily  from (i)
     the  sale  of one  well during  1996,  (ii) decreases  in surface
     repair  and maintenance expenses incurred on two wells during the
     three  months ended June 30, 1997 as compared to the three months
     ended June  30, 1996, and   (iii) the decrease in  volumes of gas
     sold during the  three months ended June 30, 1997  as compared to
     the three months ended June 30, 1996.  As a percentage of oil and
     gas sales, these expenses decreased to 41.3% for the three months
     ended June 30, 1997  from 54.6% for  the three months ended  June
     30,  1996.   This percentage  decrease was  primarily due  to the
     dollar decrease  in production  expenses discussed above  and the
     increase in the average price of gas sold during the three months
     ended  June 30, 1997  as compared to the  three months ended June
     30, 1996.

     Depreciation,  depletion,  and   amortization  of  oil  and   gas
     properties decreased  $76,943 (22.6%) for the  three months ended
     June 30, 1997  as compared  to the  three months  ended June  30,
     1996.    This  decrease resulted  primarily  from  (i) an  upward
     revision in  the estimate of  remaining oil reserves  at December
     31, 1996  and (ii) the decrease in volumes of gas sold during the
     three months ended June  30, 1997 as compared to the three months
     ended June 30, 1996.  As a percentage of oil and gas  sales, this
     expense  decreased to 38.1% for  the three months  ended June 30,
     1997  from 46.2% for the three months  ended June 30, 1996.  This
     percentage decrease was primarily  due to the dollar decrease  in
     depreciation, depletion, and amortization discussed above and the
     increase in the average price of gas sold during the three months
     ended June 30,  1997 as compared to  the three months ended  June
     30, 1996.

     General  and administrative expenses  increased $5,165 (7.9%) for
     the three months  ended June  30, 1997 as  compared to the  three
     months  ended June  30, 1996.   This increase  resulted primarily
     from an  increase in professional  fees and printing  and postage
     expenses  during the three months ended June 30, 1997 as compared
     to the three months  ended June 30, 1996.  As a percentage of oil
     and  gas sales, these expenses  increased to 10.3%  for the three
     months ended June  30, 1997 from 8.9% for the  three months ended
     June 30, 1996.  This percentage increase was primarily due to the
     decrease in oil and gas sales discussed above.

     SIX MONTHS  ENDED JUNE  30, 1997  AS COMPARED TO  THE SIX  MONTHS
     ENDED JUNE 30, 1996.

                                       Six Months Ended June 30,
                                       -------------------------
                                           1997           1996
                                        ----------     ----------
      Oil and gas sales                 $1,625,145     $1,456,313
      Oil and gas production expenses   $  617,406     $  711,193
      Barrels produced                      34,978         37,959


                                 -49-
<PAGE>
<PAGE>
      Mcf produced                         470,113        497,469
      Average price/Bbl                 $    19.92     $    18.56
      Average price/Mcf                 $     1.98     $     1.51

     As shown in  the table above, total  oil and gas sales  increased
     $168,832  (11.6%) for  the  six months  ended  June 30,  1997  as
     compared  to  the six  months  ended  June  30, 1996.    Of  this
     increase, approximately $48,000  and $221,000, respectively, were
     related  to increases in the average prices  of oil and gas sold,
     partially  offset  by  decreases  of  approximately  $55,000  and
     $41,000, respectively, related to decreases in volumes of oil and
     gas sold.   Volumes of oil  and gas sold decreased  2,981 barrels
     and 27,356 Mcf, respectively,  for the six months ended  June 30,
     1997 as compared to the six  months ended June 30, 1996.  Average
     oil and gas  prices increased to $19.92 per barrel  and $1.98 per
     Mcf,  respectively, for the six  months ended June  30, 1997 from
     $18.56  per barrel and $1.51  per Mcf, respectively,  for the six
     months ended June 30, 1996.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and production taxes)  decreased $93,787 (13.2%) for the
     six  months ended June  30, 1997  as compared  to the  six months
     ended June 30, 1996.   This decrease resulted primarily  from (i)
     the  sale  of  two  wells  during  1996, (ii)  workover  expenses
     incurred on two wells during the  six months ended June 30,  1996
     in order to improve the recovery of reserves, (iii) a decrease in
     general  repairs and  maintenance expenses  incurred on  one well
     during the six months ended June 30, 1997 as compared  to the six
     months ended June 30, 1996, and (iv) decreases in volumes of  oil
     and  gas sold  during  the  six months  ended  June 30,  1997  as
     compared to the six months ended June 30, 1996.   As a percentage
     of oil and  gas sales, these expenses decreased to  38.0% for the
     six  months ended June  30, 1997  from 44.7%  for the  six months
     ended  June 30, 1996.  This percentage decrease was primarily due
     to the increases in the average prices of oil and gas sold during
     the six  months ended June 30, 1997 as compared to the six months
     ended June 30, 1996.

     Depreciation,  depletion,  and   amortization  of  oil  and   gas
     properties decreased  $115,368 (17.7%)  for the six  months ended
     June 30, 1997 as compared to  the six months ended June 30, 1996.
     This decrease resulted primarily from  (i) an upward revision  in
     the estimate of remaining  oil reserves at December 31,  1996 and
     (ii)  decreases in volumes  of oil  and gas  sold during  the six
     months ended June  30, 1997 as  compared to the six  months ended
     June 30,  1996.   As  a percentage  of oil  and  gas sales,  this
     expense decreased to 32.9% for the six months ended June 30, 1997
     from  44.7%  for the  six  months  ended  June  30, 1996.    This
     percentage  decrease was primarily due  to the dollar decrease in
     depreciation, depletion, and amortization discussed above and the
     increases in the average  prices of oil  and gas sold during  the
     six months  ended June  30, 1997  as compared to  the six  months
     ended June 30, 1996.

     As  set  forth under  "Results  of Operations"  above,  the III-F
     Partnership  recognized a  non-cash  charge  against earnings  of
     $2,884,405  for the  six  months  ended  June  30,  1997.    This
     impairment provision  was necessary due to  the unamortized costs
     of  oil and  gas properties  exceeding the  expected undiscounted
     future  net  revenues  from  such  oil  and  gas  properties,  in
     accordance with the III-F Partnership's adoption of SFAS No. 121.

                                 -50-
<PAGE>
<PAGE>
     Of this amount, $2,078,019 was related to the decline in  oil and
     gas  prices used to determine  the recoverability of  oil and gas
     reserves at March 31, 1997 and $806,386 was related to impairment
     of  unproved properties.  No  similar charge was necessary during
     the six months ended June 30, 1996.

     General  and administrative expenses remained relatively constant
     for the  six months ended  June 30, 1997  as compared to  the six
     months  ended June  30, 1996.   As  a percentage  of oil  and gas
     sales,  these expenses decreased to 8.8% for the six months ended
     June 30, 1997  from 9.5% for the six months  ended June 30, 1996.
     This percentage decrease was primarily due to the increase in oil
     and gas sales discussed above.

     The  Limited Partners  have  received cash  distributions through
     June 30, 1997 totaling $9,369,904 or 42.31% of Limited  Partners'
     capital contributions.

     PARTNERSHIP III-G            

     THREE MONTHS ENDED JUNE 30, 1997  AS COMPARED TO THE THREE MONTHS
     ENDED JUNE 30, 1996.

                                     Three Months Ended June 30,
                                     ---------------------------
                                          1997             1996
                                        --------         --------
      Oil and gas sales                 $434,013         $467,201
      Oil and gas production expenses   $182,425         $261,054
      Barrels produced                    13,330           13,704
      Mcf produced                       117,810          142,136
      Average price/Bbl                 $  18.99         $  19.21
      Average price/Mcf                 $   1.54         $   1.44

     As  shown in the table  above, total oil  and gas sales decreased
     $33,188  (7.1%) for  the  three months  ended  June 30,  1997  as
     compared  to the  three  months ended  June 30,  1996.   Of  this
     decrease,  approximately $7,000  and $35,000,  respectively, were
     related  to  decreases  in  volumes  of  oil  and  gas  sold  and
     approximately $3,000  was related  to a  decrease in the  average
     price  of   oil  sold,  partially   offset  by  an   increase  of
     approximately $12,000 related to an increase in the average price
     of  gas sold.  Volumes of oil  and gas sold decreased 374 barrels
     and 24,326 Mcf, respectively, for the three months ended June 30,
     1997 as  compared to the three  months ended June 30,  1996.  The
     decrease in volumes of  gas sold resulted primarily from  (i) the
     shutting-in of two wells  during the three months ended  June 30,
     1997 to perform  workovers in  order to improve  the recovery  of
     reserves,  (ii) a normal decline  in production due to diminished
     gas  reserves on one well,  (iii) a negative  prior period volume
     adjustment made by  the purchaser  on one well  during the  three
     months ended June 30,  1997, and (iv) the shutting-in  of another
     well  during  the  three  months  ended  June  30,  1997  due  to
     mechanical difficulties. Average oil  prices decreased to  $18.99
     per barrel for the three  months ended June 30, 1997 from  $19.21
     per barrel for the three months ended June 30,1996.   Average gas
     prices increased to $1.54 per Mcf for the three months ended June
     30,  1997 from $1.44 per Mcf for  the three months ended June 30,
     1996.

                                 -51-
<PAGE>
<PAGE>
     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and production taxes)  decreased $78,629 (30.1%) for the
     three months ended  June 30, 1997 as compared to the three months
     ended June 30, 1996.   This decrease resulted primarily  from (i)
     the  sale  of one  well during  1996,  (ii) decreases  in surface
     repair and maintenance expenses incurred on two  wells during the
     three months ended June 30, 1997 as compared to the three  months
     ended June 30, 1996, (iii) workover expenses incurred on one well
     during  the three months ended June 30,  1996 in order to improve
     the  recovery of reserves, and  (iv) decreases in  volumes of gas
     sold during the three months  ended June 30, 1997 as compared  to
     the three months ended June 30, 1996.  As a percentage of oil and
     gas sales, these expenses decreased to 42.0% for the three months
     ended June 30,  1997 from 55.9% for  the three months  ended June
     30,  1996.   This percentage  decrease was  primarily due  to the
     increase in the average price of gas sold during the three months
     ended June  30, 1997 as  compared to the three  months ended June
     30, 1996.

     Depreciation,   depletion,  and  amortization   of  oil  and  gas
     properties decreased  $61,718 (29.5%) for the  three months ended
     June  30, 1997 as  compared to  the three  months ended  June 30,
     1996.    This decrease  resulted  primarily  from (i)  an  upward
     revision  in the estimate  of remaining oil  reserves at December
     31, 1996 and (ii) the decrease in volumes of gas  sold during the
     three months ended June 30, 1997  as compared to the three months
     ended June 30, 1996.  As a percentage of oil and gas sales,  this
     expense  decreased to 34.0% for  the three months  ended June 30,
     1997 from 44.8%  for the three months ended June  30, 1996.  This
     percentage decrease was  primarily due to the dollar  decrease in
     depreciation, depletion, and amortization discussed above and the
     increase in the average price of gas sold during the three months
     ended  June 30, 1997  as compared to the  three months ended June
     30, 1996.

     General and  administrative expenses increased  $2,785 (7.7%) for
     the three  months ended June  30, 1997  as compared to  the three
     months ended  June 30, 1996.   This  increase resulted  primarily
     from increases in professional fees during the three months ended
     June 30,  1997 as  compared to the  three months  ended June  30,
     1996.   As  a percentage  of oil  and  gas sales,  these expenses
     increased  to 9.0% for the three months  ended June 30, 1997 from
     7.8% for the  three months ended June 30, 1996.   This percentage
     increase was primarily due to  the decrease in oil and gas  sales
     discussed above.

     SIX  MONTHS ENDED  JUNE 30,  1997 AS  COMPARED TO THE  SIX MONTHS
     ENDED JUNE 30, 1996.

                                       Six Months Ended June 30,
                                       -------------------------
                                           1997           1996
                                        ----------      --------
      Oil and gas sales                 $1,007,130      $923,266
      Oil and gas production expenses   $  397,610      $464,523
      Barrels produced                      25,390        27,780
      Mcf produced                         249,707       266,946
      Average price/Bbl                 $    20.01      $  18.60
      Average price/Mcf                 $     2.00      $   1.52

                                 -52-
<PAGE>
<PAGE>
     As shown in  the table above,  total oil and gas  sales increased
     $83,865 (9.1%) for the six months ended June 30, 1997 as compared
     to  the  six months  ended  June  30, 1996.    Of this  increase,
     approximately $36,000 and $120,000, respectively, were related to
     increases  in the average prices  of oil and  gas sold, partially
     offset  by  decreases  of  approximately  $44,000   and  $26,000,
     respectively, related  to decreases  in  volumes of  oil and  gas
     sold.   Volumes of oil and  gas sold decreased  2,390 barrels and
     17,239  Mcf, respectively, for the six months ended June 30, 1997
     as  compared to the six months ended  June 30, 1996.  Average oil
     and gas prices increased to $20.01 per barrel  and $2.00 per Mcf,
     respectively,  for the six months ended June 30, 1997 from $18.60
     per  barrel and $1.52 per  Mcf, respectively, for  the six months
     ended June 30, 1996.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and production taxes)  decreased $66,913 (14.4%) for the
     six months  ended June  30, 1997 as  compared to  the six  months
     ended June 30, 1996.   This decrease resulted primarily  from (i)
     the  sale  of  two  wells  during  1996,  (ii) workover  expenses
     incurred on three wells during the six months ended June 30, 1996
     in order to improve the recovery of reserves, (iii) a decrease in
     general  repairs and  maintenance expenses  incurred on  one well
     during the  six months ended June 30, 1997 as compared to the six
     months ended June  30, 1996, and (iv) decreases in volumes of oil
     and  gas sold  during  the  six months  ended  June  30, 1997  as
     compared to  the six months ended June 30, 1996.  As a percentage
     of  oil and gas sales, these  expenses decreased to 39.5% for the
     six months  ended June  30, 1997 from  50.3% for  the six  months
     ended  June 30, 1996.  This percentage decrease was primarily due
     to the increases in the average prices of oil and gas sold during
     the six months ended June 30,  1997 as compared to the six months
     ended June 30, 1996.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
     properties decreased  $104,522 (25.8%)  for the six  months ended
     June 30, 1997 as compared to the six months ended  June 30, 1996.
     This  decrease resulted primarily from (i)  an upward revision in
     the estimate of remaining  oil reserves at December 31,  1996 and
     (ii) decreases  in volumes  of oil and  gas sold  during the  six
     months ended  June 30, 1997 as  compared to the  six months ended
     June  30,  1996.   As a  percentage of  oil  and gas  sales, this
     expense decreased to 29.8% for the six months ended June 30, 1997
     from  43.8%  for  the  six months  ended  June  30,  1996.   This
     percentage decrease was  primarily due to the  dollar decrease in
     depreciation, depletion, and amortization discussed above and the
     increases in the  average prices of oil  and gas sold  during the
     six months  ended June  30, 1997  as compared  to the  six months
     ended June 30, 1996.

     As set  forth  under "Results  of  Operations" above,  the  III-G
     Partnership  recognized  a non-cash  charge  against earnings  of
     $1,449,404  for the  six  months  ended  June  30,  1997.    This
     impairment provision  was necessary due to  the unamortized costs
     of  oil and  gas properties  exceeding the  expected undiscounted
     future  net  revenues  from  such  oil  and  gas  properties,  in
     accordance with the III-G Partnership's adoption of SFAS No. 121.
     Of this amount,  $1,010,738 was related to the decline in oil and
     gas  prices used to determine  the recoverability of  oil and gas
     reserves at March 31, 1997 and $438,666 was related to impairment

                                 -53-
<PAGE>
<PAGE>
     of unproved properties.   No similar charge was  necessary during
     the six months ended June 30, 1996.

     General  and administrative expenses remained relatively constant
     for the  six months ended  June 30, 1997  as compared to  the six
     months  ended June  30, 1996.   As  a percentage  of oil  and gas
     sales,  these expenses decreased to 7.8% for the six months ended
     June 30, 1997  from 8.2% for the six months  ended June 30, 1996.
     This percentage decrease was primarily due to the increase in oil
     and gas sales discussed above.

     The  Limited Partners  have received  cash  distributions through
     June 30, 1997  totaling $4,748,287 or 38.94% of Limited Partners'
     capital contributions.

                                 -54-
<PAGE>
<PAGE>
                      PART II:  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

     As further  described  in the  Partnerships' Report  on Form  8-K
     filed  April  2,  1997  (the  "Form  8-K")  the  Partnerships are
     included in the subject matter of a class action lawsuit entitled
     "In Re:  PaineWebber Limited Partnerships' Litigation",  Case No.
     94-CIV-8558, U.S. District Court,  Southern District of New York.
     On July  30,  1997 the  United States  Court of  Appeals for  the
     Second Circuit  issued  an opinion  affirming  the terms  of  the
     federal district court's order  confirming the settlement of this
     lawsuit.  The  terms of said settlement are described in the Form
     8-K.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          27.1 Financial  Data  Schedule containing  summary financial
               information  extracted  from  the  III-A  Partnership's
               financial  statements as of  June 30, 1997  and for the
               six months ended June 30, 1997, filed herewith.

          27.2 Financial  Data  Schedule containing  summary financial
               information  extracted  from  the  III-B  Partnership's
               financial statements  as of June  30, 1997 and  for the
               six months ended June 30, 1997, filed herewith.

          27.3 Financial  Data  Schedule containing  summary financial
               information  extracted  from  the  III-C  Partnership's
               financial statements as  of June 30,  1997 and for  the
               six months ended June 30, 1997, filed herewith.

          27.4 Financial  Data  Schedule containing  summary financial
               information  extracted  from  the  III-D  Partnership's
               financial  statements as of  June 30, 1997  and for the
               six months ended June 30, 1997, filed herewith.

          27.5 Financial  Data  Schedule containing  summary financial
               information  extracted  from  the  III-E  Partnership's
               financial statements  as of June  30, 1997 and  for the
               six months ended June 30, 1997, filed herewith.

          27.6 Financial  Data  Schedule containing  summary financial
               information  extracted  from  the  III-F  Partnership's
               financial statements as  of June 30,  1997 and for  the
               six months ended June 30, 1997, filed herewith.

          27.7 Financial  Data  Schedule containing  summary financial
               information  extracted  from  the  III-G  Partnership's
               financial statements  as of June  30, 1997 and  for the
               six months ended June 30, 1997, filed herewith.

               All other exhibits are omitted as inapplicable.

     (b)  Reports on Form 8-K:

                                 -55-
<PAGE>
<PAGE>
          Current Reports on Form  8-K filed during second  quarter of
          1997:

          Date of event:           March 20, 1997
          Date filed with SEC:     April 2, 1997
          Item included:
               Item 5 - Other Events

                                 -56-
<PAGE>
<PAGE>
                              SIGNATURES


Pursuant to the requirements  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 authorized.


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

                              (Registrant)

                              By:  GEODYNE RESOURCES, INC.            
    
                                   General Partner




Date:  August 13, 1997        By:    /s/Dennis R. Neill
                                 -------------------------------
                                    (Signature)
                                    Dennis R. Neill
                                    President



Date:  August 13, 1997        By:    /s/Patrick M. Hall
                                 --------------------------------    
(Signature)
                                    Patrick M. Hall
                                    Principal Accounting Officer

                                -57-
<PAGE>
<PAGE>
                           INDEX TO EXHIBITS
                           -----------------

NUMBER    DESCRIPTION
- ------    -----------

27.1      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-A's financial statements as of June 30, 1997
          and for the six months ended June 30, 1997, filed herewith.

27.2      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-B's financial statements as of June 30, 1997
          and for the six months ended June 30, 1997, filed herewith.

27.3      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-C's financial statements as of June 30, 1997
          and for the six months ended June 30, 1997, filed herewith.

27.4      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-D's financial statements as of June 30, 1997
          and for the six months ended June 30, 1997, filed herewith.

27.5      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-E's financial statements as of June 30, 1997
          and for the six months ended June 30, 1997, filed herewith.

27.6      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-F's financial statements as of June 30, 1997
          and for the six months ended June 30, 1997, filed herewith.

27.7      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership III-G's financial statements as of June 30, 1997
          and for the six months ended June 30, 1997, filed herewith.

          All other exhibits are omitted as inapplicable.
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000860745
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       1,142,346
<SECURITIES>                                         0
<RECEIVABLES>                                  505,201
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,647,547
<PP&E>                                      17,597,539
<DEPRECIATION>                              14,863,699
<TOTAL-ASSETS>                               4,625,607
<CURRENT-LIABILITIES>                          122,698
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   4,422,513
<TOTAL-LIABILITY-AND-EQUITY>                 4,625,607
<SALES>                                      1,866,601
<TOTAL-REVENUES>                             1,869,624
<CGS>                                                0
<TOTAL-COSTS>                                2,677,321
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (807,697)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (807,697)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (807,697)
<EPS-PRIMARY>                                   (3.22)
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000863835
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                         617,289
<SECURITIES>                                         0
<RECEIVABLES>                                  299,367
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               916,656
<PP&E>                                      10,176,373
<DEPRECIATION>                               8,594,544
<TOTAL-ASSETS>                               2,643,304
<CURRENT-LIABILITIES>                           53,559
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   2,551,055
<TOTAL-LIABILITY-AND-EQUITY>                 2,643,304
<SALES>                                      1,094,356
<TOTAL-REVENUES>                             1,094,344
<CGS>                                                0
<TOTAL-COSTS>                                1,344,090
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (249,746)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (249,746)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (249,746)
<EPS-PRIMARY>                                   (2.01)
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000863837
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                         609,792
<SECURITIES>                                         0
<RECEIVABLES>                                  446,785
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,056,577
<PP&E>                                      21,093,298
<DEPRECIATION>                              17,544,680
<TOTAL-ASSETS>                               4,681,209
<CURRENT-LIABILITIES>                           72,725
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   4,467,090
<TOTAL-LIABILITY-AND-EQUITY>                 4,681,209
<SALES>                                      1,600,086
<TOTAL-REVENUES>                             1,666,450
<CGS>                                                0
<TOTAL-COSTS>                                2,614,492
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (948,042)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (948,042)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (948,042)
<EPS-PRIMARY>                                   (4.02)
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000870229
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                         320,768
<SECURITIES>                                         0
<RECEIVABLES>                                  329,700
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               650,468
<PP&E>                                      12,642,788
<DEPRECIATION>                              10,320,096
<TOTAL-ASSETS>                               2,999,299
<CURRENT-LIABILITIES>                           61,560
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   2,717,453
<TOTAL-LIABILITY-AND-EQUITY>                 2,999,299
<SALES>                                      1,261,524
<TOTAL-REVENUES>                             1,288,409
<CGS>                                                0
<TOTAL-COSTS>                                1,649,453
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (361,044)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (361,044)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (361,044)
<EPS-PRIMARY>                                   (2.97)
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000872121
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       1,111,235
<SECURITIES>                                         0
<RECEIVABLES>                                1,301,477
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,412,712
<PP&E>                                      35,935,487
<DEPRECIATION>                              26,887,792
<TOTAL-ASSETS>                              11,758,765
<CURRENT-LIABILITIES>                          508,199
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  10,895,331
<TOTAL-LIABILITY-AND-EQUITY>                11,758,765
<SALES>                                      5,036,109
<TOTAL-REVENUES>                             5,059,160
<CGS>                                                0
<TOTAL-COSTS>                                6,252,375
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                            (1,193,215)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (1,193,215)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,193,215)
<EPS-PRIMARY>                                   (3.07)
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000873739
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                         487,228
<SECURITIES>                                         0
<RECEIVABLES>                                  477,740
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               964,968
<PP&E>                                      18,487,451
<DEPRECIATION>                              14,595,802
<TOTAL-ASSETS>                               5,016,070
<CURRENT-LIABILITIES>                          258,630
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   4,614,754
<TOTAL-LIABILITY-AND-EQUITY>                 5,016,070
<SALES>                                      1,625,145
<TOTAL-REVENUES>                             1,636,336
<CGS>                                                0
<TOTAL-COSTS>                                4,179,892
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                            (2,543,556)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (2,543,556)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (2,543,556)
<EPS-PRIMARY>                                  (11.52)
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000879815
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                         345,153
<SECURITIES>                                         0
<RECEIVABLES>                                  296,152
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               641,305
<PP&E>                                      10,575,950
<DEPRECIATION>                               8,170,583
<TOTAL-ASSETS>                               3,149,447
<CURRENT-LIABILITIES>                          142,722
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   2,919,872
<TOTAL-LIABILITY-AND-EQUITY>                 3,149,447
<SALES>                                      1,007,130
<TOTAL-REVENUES>                             1,019,465
<CGS>                                                0
<TOTAL-COSTS>                                2,226,101
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                            (1,206,636)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (1,206,636)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,206,636)
<EPS-PRIMARY>                                   (9.97)
<EPS-DILUTED>                                        0
        

</TABLE>


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