GEODYNE ENERGY INCOME LTD PARTNERSHIP III-A
10-Q, 1998-11-12
CRUDE PETROLEUM & NATURAL GAS
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                      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 September 30, 1998

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
   of incorporation or                       Number)
     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 such  filing
requirements for the past 90 days.

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




                                       1
<PAGE>




                        PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

                                    ASSETS

                                             September 30,     December 31,
                                                1998              1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  324,860       $  522,371
   Accounts receivable:
      Oil and gas sales                           265,218          524,541
      Other                                             -              308
                                               ----------       ----------
        Total current assets                   $  590,078       $1,047,220

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                2,293,475        2,669,949

DEFERRED CHARGE                                   199,722          199,722
                                               ----------       ----------
                                               $3,083,275       $3,916,891
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   30,865       $   39,622
   Gas imbalance payable                           38,418           38,418
                                               ----------       ----------
        Total current liabilities              $   69,283       $   78,040

ACCRUED LIABILITY                              $   51,905       $   51,905

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  209,906)     ($  198,271)
   Limited Partners, issued and
      outstanding, 263,976 units                3,171,993        3,985,217
                                               ----------       ----------
        Total Partners' capital                $2,962,087       $3,786,946
                                               ----------       ----------
                                               $3,083,275       $3,916,891
                                               ==========       ==========




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



                                       2
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                 1998              1997
                                               ---------         ---------

REVENUES:
   Oil and gas sales                            $428,407          $712,026
   Interest income                                 3,436             9,002
   Loss on sale of oil and gas
      properties                               (      81)        (     387)
                                                --------          --------
                                                $431,762          $720,641

COSTS AND EXPENSES:
   Lease operating                              $103,106          $ 76,887
   Production tax                                 37,047            54,458
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 113,924           205,936
   General and administrative
      (Note 2)                                    75,481            74,192
                                                --------          --------
                                                $329,558          $411,473
                                                --------          --------

NET INCOME                                      $102,204          $309,168
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  9,495          $ 23,246
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $ 92,709          $285,922
                                                ========          ========
NET INCOME per unit                             $    .35          $   1.08
                                                ========          ========
UNITS OUTSTANDING                                263,976           263,976
                                                ========          ========



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



                                       3
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,573,580        $2,578,627
   Interest income                                14,033            22,480
   Gain (loss) on sale of oil and
      gas properties                              19,960       (    10,842)
                                              ----------        ----------
                                              $1,607,573        $2,590,265

COSTS AND EXPENSES:
   Lease operating                            $  313,761        $  338,876
   Production tax                                125,983           202,696
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 385,298           691,287
   Impairment provision                                -         1,617,006
   General and administrative
      (Note 2)                                   239,914           238,929
                                              ----------        ----------
                                              $1,064,956        $3,088,794
                                              ----------        ----------

NET INCOME (LOSS)                             $  542,617       ($  498,529)
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   41,841        $   66,281
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)          $  500,776       ($  564,810)
                                              ==========        ==========
NET INCOME (LOSS) per unit                    $     1.90       ($     2.14)
                                              ==========        ==========
UNITS OUTSTANDING                                263,976           263,976
                                              ==========        ==========


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



                                       4
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                              -----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                          $  542,617       ($  498,529)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               385,298           691,287
      Impairment provision                             -         1,617,006
      (Gain) loss on sale of oil and
        gas properties                       (    19,960)           10,842
      Decrease in accounts receivable -
        oil and gas sales                        259,323           183,710
      Decrease in accounts receivable -
        other                                        308                 -
      Decrease in accounts payable           (     8,757)      (    16,170)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $1,158,829        $1,988,146
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($   12,261)      ($   36,054)
   Proceeds from sale of oil and
      gas properties                              23,397           519,917
                                              ----------        ----------
Net cash provided by investing
   activities                                 $   11,136        $  483,863
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,367,476)      ($2,545,334)
                                              ----------        ----------
Net cash used by financing activities        ($1,367,476)      ($2,545,334)
                                              ----------        ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                               ($  197,511)      ($   73,325)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           522,371           610,116
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  324,860        $  536,791
                                              ==========        ==========


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



                                       5
<PAGE>



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

                                    ASSETS


                                             September 30,     December 31,
                                                1998              1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  189,312        $  305,288
   Accounts receivable:
      Oil and gas sales                          163,539           307,724
      Other                                            -               130
                                              ----------        ----------
        Total current assets                  $  352,851        $  613,142

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,279,680         1,499,148

DEFERRED CHARGE                                  136,296           136,296
                                              ----------        ----------
                                              $1,768,827        $2,248,586
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   22,908        $   19,432
   Gas imbalance payable                           6,676             6,676
                                              ----------        ----------
        Total current liabilities             $   29,584        $   26,108

ACCRUED LIABILITY                             $   28,494        $   28,494

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   89,808)      ($   97,840)
   Limited Partners, issued and
      outstanding, 138,336 units               1,800,557         2,291,824
                                              ----------        ----------
        Total Partners' capital               $1,710,749        $2,193,984
                                              ----------        ----------
                                              $1,768,827        $2,248,586
                                              ==========        ==========


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



                                       6
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                 1998              1997
                                               ---------         ---------

REVENUES:
   Oil and gas sales                            $267,275          $428,266
   Interest income                                 1,496             4,890
   Gain (loss) on sale of oil
      and gas properties                          32,404         (     159)
                                                --------          --------
                                                $301,175          $432,997

COSTS AND EXPENSES:
   Lease operating                              $ 75,619          $ 52,059
   Production tax                                 22,144            32,868
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  71,199           118,845
   General and administrative
      (Note 2)                                    39,561            38,884
                                                --------          --------
                                                $208,523          $242,656
                                                --------          --------

NET INCOME                                      $ 92,652          $190,341
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 23,641          $ 14,026
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $ 69,011          $176,315
                                                ========          ========
NET INCOME per unit                             $    .50          $   1.27
                                                ========          ========
UNITS OUTSTANDING                                138,336           138,336
                                                ========          ========




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



                                       7
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                            $957,758        $1,522,622
   Interest income                                 7,386            12,551
   Gain (loss) on sale of oil
      and gas properties                          33,219       (     7,832)
                                                --------        ----------
                                                $998,363        $1,527,341

COSTS AND EXPENSES:
   Lease operating                              $206,566        $  210,321
   Production tax                                 75,882           118,418
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 234,406           394,554
   Impairment provision                                -           738,122
   General and administrative
      (Note 2)                                   125,695           125,331
                                                --------        ----------
                                                $642,549        $1,586,746
                                                --------        ----------

NET INCOME (LOSS)                               $355,814       ($   59,405)
                                                ========        ==========
GENERAL PARTNER - NET INCOME                    $ 85,081        $   41,709
                                                ========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)            $270,733       ($  101,114)
                                                ========        ==========
NET INCOME (LOSS) per unit                      $   1.96       ($      .73)
                                                ========        ==========
UNITS OUTSTANDING                                138,336           138,336
                                                ========        ==========



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



                                       8
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                               ---------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                            $355,814       ($   59,405)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               234,406           394,554
      Impairment provision                             -           738,122
      (Gain) loss on sale of oil and
        gas properties                         (  33,219)            7,832
      Decrease in accounts receivable -
        oil and gas sales                        144,185           102,791
      Decrease in accounts receivable -
        other                                        130                 -
      Increase in accounts payable                 3,476             9,737
                                                --------        ----------
Net cash provided by operating
   activities                                   $704,792        $1,193,631
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 15,746)      ($   41,925)
   Proceeds from sale of oil and
      gas properties                              34,027           252,459
                                                --------        ----------
Net cash provided by investing
   activities                                   $ 18,281        $  210,534
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($839,049)      ($1,482,217)
                                                --------        ----------
Net cash used by financing activities          ($839,049)      ($1,482,217)
                                                --------        ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($115,976)      ($   78,052)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           305,288           376,603
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $189,312        $  298,551
                                                ========        ==========


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



                                       9
<PAGE>



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

                                    ASSETS


                                             September 30,     December 31,
                                                1998              1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  450,530        $  540,911
   Accounts receivable:
      Oil and gas sales                          317,631           497,683
      Other                                            -                54
                                              ----------        ----------
        Total current assets                  $  768,161        $1,038,648

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               3,077,954         3,442,631

DEFERRED CHARGE                                   86,649            86,649
                                              ----------        ----------
                                              $3,932,764        $4,567,928
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   43,029        $   53,049
   Gas imbalance payable                          30,493            30,493
                                              ----------        ----------
        Total current liabilities             $   73,522        $   83,542

ACCRUED LIABILITY                             $  142,828        $  142,828

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  178,511)      ($  171,438)
   Limited Partners, issued and
      outstanding, 244,536 units               3,894,925         4,512,996
                                              ----------        ----------
        Total Partners' capital               $3,716,414        $4,341,558
                                              ----------        ----------
                                              $3,932,764        $4,567,928
                                              ==========        ==========


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



                                       10
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                  1998             1997
                                                --------        ----------

REVENUES:
   Oil and gas sales                            $580,014        $633,934
   Interest income                                 5,122           5,071
   Gain on sale of oil and gas
      properties                                  34,561          17,697
                                                --------        --------
                                                $619,697        $656,702

COSTS AND EXPENSES:
   Lease operating                              $125,358        $102,256
   Production tax                                 44,123          46,589
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 156,876         176,829
   General and administrative
      (Note 2)                                    69,936          68,732
                                                --------        --------
                                                $396,293        $394,406
                                                --------        --------

NET INCOME                                      $223,404        $262,296
                                                ========        ========
GENERAL PARTNER - NET INCOME                    $ 17,189        $ 19,934
                                                ========        ========
LIMITED PARTNERS - NET INCOME                   $206,215        $242,362
                                                ========        ========
NET INCOME per unit                             $    .84        $    .99
                                                ========        ========
UNITS OUTSTANDING                                244,536         244,536
                                                ========        ========





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



                                       11
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,814,170        $2,234,020
   Interest income                                16,071            15,763
   Gain on sale of oil and gas
      properties                                 439,894            73,369
                                              ----------        ----------
                                              $2,270,135        $2,323,152

COSTS AND EXPENSES:
   Lease operating                            $  366,067        $  354,901
   Production tax                                132,826           166,831
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 439,682           564,045
   Impairment provision                                -         1,696,417
   General and administrative
      (Note 2)                                   222,389           226,703
                                              ----------        ----------
                                              $1,160,964        $3,008,897
                                              ----------        ----------

NET INCOME (LOSS)                             $1,109,171       ($  685,745)
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   72,242        $   55,343
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)          $1,036,929       ($  741,088)
                                              ==========        ==========
NET INCOME (LOSS) per unit                    $     4.24       ($     3.03)
                                              ==========        ==========
UNITS OUTSTANDING                                244,536           244,536
                                              ==========        ==========




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



                                       12
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)
                                                 1998              1997
                                              -----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                          $1,109,171       ($  685,745)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               439,682           564,045
      Impairment provision                             -         1,696,417
      Gain on sale of oil and gas
        properties                           (   439,894)      (    73,369)
      Decrease in accounts receivable -
        oil and gas sales                        180,052           182,407
      Decrease in accounts receivable -
        General Partner                                -            31,764
     Decrease in accounts receivable -
        other                                         54                 -
      Decrease in accounts payable           (    10,020)      (    21,392)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $1,279,045        $1,694,127
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($  118,032)      ($   69,357)
   Proceeds from sale of oil and
      gas properties                             482,921           166,430
                                              ----------        ----------
Net cash provided by investing
   activities                                 $  364,889        $   97,073
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,734,315)      ($1,968,847)
                                              ----------        ----------
Net cash used by financing activities        ($1,734,315)      ($1,968,847)
                                              ----------        ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                               ($   90,381)      ($  177,647)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           540,911           537,233
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  450,530        $  359,586
                                              ==========        ==========

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



                                       13
<PAGE>



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

                                    ASSETS


                                             September 30,     December 31,
                                                1998              1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  257,201        $  298,964
   Accounts receivable:
      Oil and gas sales                          244,782           361,775
                                              ----------        ----------
        Total current assets                  $  501,983        $  660,739

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,017,210         2,211,248

DEFERRED CHARGE                                   18,875            18,875
                                              ----------        ----------
                                              $2,538,068        $2,890,862
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   45,846        $  114,286
                                              ----------        ----------
        Total current liabilities             $   45,846        $  114,286

ACCRUED LIABILITY                             $  201,934        $  201,934

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   66,664)      ($   62,091)
   Limited Partners, issued and
      outstanding, 131,008 units               2,356,952         2,636,733
                                              ----------        ----------
        Total Partners' capital               $2,290,288        $2,574,642
                                              ----------        ----------
                                              $2,538,068        $2,890,862
                                              ==========        ==========



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



                                       14
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                  1998             1997
                                                --------         ---------

REVENUES:
   Oil and gas sales                            $436,235          $472,603
   Interest income                                 2,462             3,042
   Gain (loss) on sale of oil
      and gas properties                       (   2,126)            3,234
                                                --------          --------
                                                $436,571          $478,879

COSTS AND EXPENSES:
   Lease operating                              $146,240          $149,391
   Production tax                                 29,981            35,345
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  87,437            99,845
   General and administrative
      (Note 2)                                    37,465            36,823
                                                --------          --------
                                                $301,123          $321,404
                                                --------          --------

NET INCOME                                      $135,448          $157,475
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 10,147          $ 11,715
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $125,301          $145,760
                                                ========          ========
NET INCOME per unit                             $    .96          $   1.11
                                                ========          ========
UNITS OUTSTANDING                                131,008           131,008
                                                ========          ========



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



                                       15
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,348,399        $1,734,127
   Interest income                                 7,232             9,459
   Gain on sale of oil and
      gas properties                              56,646            23,702
                                              ----------        ----------
                                              $1,412,277        $1,767,288

COSTS AND EXPENSES:
   Lease operating                            $  424,713        $  474,265
   Production tax                                 89,677           124,947
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 245,005           317,302
   Impairment provision                                -           932,243
   General and administrative
      (Note 2)                                   119,558           122,100
                                              ----------        ----------
                                              $  878,953        $1,970,857
                                              ----------        ----------

NET INCOME (LOSS)                             $  533,324       ($  203,569)
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   36,105        $   39,330
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)          $  497,219       ($  242,899)
                                              ==========        ==========
NET INCOME (LOSS) per unit                    $     3.80       ($     1.85)
                                              ==========        ==========
UNITS OUTSTANDING                                131,008           131,008
                                              ==========        ==========



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



                                       16
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                  1998             1997
                                                ---------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                            $533,324       ($  203,569)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               245,005           317,302
      Impairment provision                             -           932,243
      Gain on sale of oil and gas
        properties                             (  56,646)      (    23,702)
      Decrease in accounts receivable -
        oil and gas sales                        116,993           106,588
      Increase in accounts receivable -
        General Partner                                -       (     1,314)
      Decrease in accounts payable             (  68,440)      (    62,159)
                                                --------        ----------
Net cash provided by operating
   activities                                   $770,236        $1,065,389
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 58,841)      ($      670)
   Proceeds from sale of oil and
      gas properties                              64,520            25,103
                                                --------        ----------
Net cash provided by investing
   activities                                   $  5,679        $   24,433
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($817,678)      ($1,151,841)
                                                --------        ----------
Net cash used by financing activities          ($817,678)      ($1,151,841)
                                                --------        ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($ 41,763)      ($   62,019)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           298,964           319,245
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $257,201        $  257,226
                                                ========        ==========

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



                                       17
<PAGE>



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

                                    ASSETS


                                          September 30,       December 31,
                                             1998                1997
                                          -------------       ------------

CURRENT ASSETS:
   Cash and cash equivalents               $  844,238          $ 1,114,574
   Accounts receivable:
      Oil and gas sales                       752,448            1,361,797
                                           ----------          -----------
        Total current assets               $1,596,686          $ 2,476,371

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                           7,824,708            8,716,929

DEFERRED CHARGE                               204,087              204,087
                                           ----------          -----------
                                           $9,625,481          $11,397,387
                                           ==========          ===========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                        $  290,493          $   693,518
   Gas imbalance payable                      142,749              142,749
                                           ----------          -----------
        Total current liabilities          $  433,242          $   836,267

ACCRUED LIABILITY                          $  320,943          $   320,943

PARTNERS' CAPITAL (DEFICIT):
   General Partner                        ($  227,720)        ($   209,050)
   Limited Partners, issued and
      outstanding, 418,266 units            9,099,016           10,449,227
                                           ----------          -----------
        Total Partners' capital            $8,871,296          $10,240,177
                                           ----------          -----------
                                           $9,625,481          $11,397,387
                                           ==========          ===========




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



                                       18
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,373,883        $1,878,608
   Interest income                                10,200            11,414
   Gain (loss) on sale of oil
      and gas properties                     (     1,063)              136
                                              ----------        ----------
                                              $1,383,020        $1,890,158

COSTS AND EXPENSES:
   Lease operating                            $  815,923        $  901,133
   Production tax                                 88,476           137,778
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 252,032           426,859
   General and administrative
      (Note 2)                                   119,580           117,537
                                              ----------        ----------
                                              $1,276,011        $1,583,307
                                              ----------        ----------

NET INCOME                                    $  107,009        $  306,851
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   14,922        $   31,846
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $   92,087        $  275,005
                                              ==========        ==========
NET INCOME per unit                           $      .22        $      .66
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========




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



                                       19
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $4,995,623        $6,914,717
   Interest income                                34,228            34,775
   Gain (loss) on sale of oil
      and gas properties                          36,098       (       174)
                                              ----------        ----------
                                              $5,065,949        $6,949,318

COSTS AND EXPENSES:
   Lease operating                            $2,336,628        $2,703,699
   Production tax                                339,339           493,049
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 856,678         1,356,502
   Impairment provision                                -         2,893,438
   General and administrative
      (Note 2)                                   386,625           388,691
                                              ----------        ----------
                                              $3,919,270        $7,835,379
                                              ----------        ----------

NET INCOME (LOSS)                             $1,146,679       ($  886,061)
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   89,890        $  123,956
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)          $1,056,789       ($1,010,017)
                                              ==========        ==========
NET INCOME (LOSS) per unit                    $     2.53       ($     2.41)
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========




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



                                       20
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              -----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                          $1,146,679       ($  886,061)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               856,678         1,356,502
      Impairment provision                             -         2,893,438
      (Gain) loss on sale of oil and
        gas properties                       (    36,098)              174
      Decrease in accounts receivable -
        oil and gas sales                        609,349           337,771
      Decrease in accounts payable           (   403,025)      (   274,960)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $2,173,583        $3,426,864
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($    2,013)      ($   70,042)
   Proceeds from sale of oil and
      gas properties                              73,654             6,186
                                              ----------        ----------
Net cash provided (used) by
   investing activities                       $   71,641       ($   63,856)
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($2,515,560)      ($3,675,634)
                                              ----------        ----------
Net cash used by financing activities        ($2,515,560)      ($3,675,634)
                                              ----------        ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                               ($  270,336)      ($  312,626)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         1,114,574         1,243,143
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  844,238        $  930,517
                                              ==========        ==========



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



                                       21
<PAGE>



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

                                    ASSETS


                                             September 30,     December 31,
                                                1998              1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  360,339       $  541,382
   Accounts receivable:
      Oil and gas sales                           232,583          472,746
      Other                                         9,631            9,631
                                               ----------       ----------
        Total current assets                   $  602,553       $1,023,759

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                3,148,912        3,604,665

DEFERRED CHARGE                                   124,393          124,393
                                               ----------       ----------
                                               $3,875,858       $4,752,817
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  137,564       $  165,963
   Gas imbalance payable                          119,864          119,864
                                               ----------       ----------
        Total current liabilities              $  257,428       $  285,827

ACCRUED LIABILITY                              $  159,275       $  159,275

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  161,590)     ($  146,427)
   Limited Partners, issued and
      outstanding, 221,484 units                3,620,745        4,454,142
                                               ----------       ----------
        Total Partners' capital                $3,459,155       $4,307,715
                                               ----------       ----------
                                               $3,875,858       $4,752,817
                                               ==========       ==========



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



                                       22
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                  1998             1997
                                                --------         ---------

REVENUES:
   Oil and gas sales                            $425,564          $656,490
   Interest income                                 4,484             5,029
   Gain (loss) on sale of oil
      and gas properties                       (     893)              113
                                                --------          --------
                                                $429,155          $661,632

COSTS AND EXPENSES:
   Lease operating                              $212,573          $295,930
   Production tax                                 27,874            37,135
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 119,141           268,417
   General and administrative
      (Note 2)                                    63,330            62,247
                                                --------          --------
                                                $422,918          $663,729
                                                --------          --------

NET INCOME (LOSS)                               $  6,237         ($  2,097)
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  4,853          $ 10,380
                                                ========          ========
LIMITED PARTNERS - NET INCOME (LOSS)            $  1,384         ($ 12,477)
                                                ========          ========
NET INCOME (LOSS) per unit                      $    .01         ($    .06)
                                                ========          ========
UNITS OUTSTANDING                                221,484           221,484
                                                ========          ========



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



                                       23
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,660,573        $2,281,635
   Interest income                                16,294            16,453
   Gain (loss) on sale of oil and
      gas properties                              27,168       (       120)
                                              ----------        ----------
                                              $1,704,035        $2,297,968

COSTS AND EXPENSES:
   Lease operating                            $  780,879        $  826,588
   Production tax                                119,269           123,883
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 423,084           803,335
   Impairment provision                                -         2,884,405
   General and administrative
      (Note 2)                                   201,107           205,410
                                              ----------        ----------
                                              $1,524,339        $4,843,621
                                              ----------        ----------

NET INCOME (LOSS)                             $  179,696       ($2,545,653)
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   25,093        $   19,404
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)          $  154,603       ($2,565,057)
                                              ==========        ==========
NET INCOME (LOSS) per unit                    $      .70       ($    11.58)
                                              ==========        ==========
UNITS OUTSTANDING                                221,484           221,484
                                              ==========        ==========



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



                                       24
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              -----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                          $  179,696       ($2,545,653)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               423,084           803,335
      Impairment provision                             -         2,884,405
      (Gain) loss on sale of oil and
        gas properties                       (    27,168)              120
      Decrease in accounts receivable -
        oil and gas sales                        240,163           204,866
      Decrease in accounts payable           (    28,399)      (    22,514)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $  787,376        $1,324,559
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       $        -       ($   31,343)
   Proceeds from sale of oil and
      gas properties                              59,837             5,680
                                              ----------        ----------
Net cash provided (used) by
   investing activities                       $   59,837       ($   25,663)
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,028,256)      ($1,397,658)
                                              ----------        ----------
Net cash used by financing activities        ($1,028,256)      ($1,397,658)
                                              ----------        ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                               ($  181,043)      ($   98,762)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           541,382           504,658
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  360,339        $  405,896
                                              ==========        ==========




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



                                       25
<PAGE>



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

                                    ASSETS


                                             September 30,     December 31,
                                                1998              1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  187,952       $  351,163
   Accounts receivable:
      Oil and gas sales                           149,957          285,689
      General Partner                                   -           13,140
      Other                                         6,369            6,369
                                               ----------       ----------
        Total current assets                   $  344,278       $  656,361

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,879,582        2,141,289

DEFERRED CHARGE                                    75,406           75,406
                                               ----------       ----------
                                               $2,299,266       $2,873,056
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   80,202       $  101,925
   Gas imbalance payable                           59,607           59,607
                                               ----------       ----------
        Total current liabilities              $  139,809       $  161,532

ACCRUED LIABILITY                              $   89,310       $   89,310

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   94,404)     ($   85,608)
   Limited Partners, issued and
      outstanding, 121,925 units                2,164,551        2,707,822
                                               ----------       ----------
        Total Partners' capital                $2,070,147       $2,622,214
                                               ----------       ----------
                                               $2,299,266       $2,873,056
                                               ==========       ==========



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



                                       26
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                  1998             1997
                                                --------         ---------

REVENUES:
   Oil and gas sales                            $246,676          $398,505
   Interest income                                 2,339             3,501
   Gain (loss) on sale of oil
      and gas properties                       (      95)               31
                                                --------          --------
                                                $248,920          $402,037

COSTS AND EXPENSES:
   Lease operating                              $131,326          $186,212
   Production tax                                 15,587            21,738
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  71,620           147,446
   General and administrative
      (Note 2)                                    34,867            34,269
                                                --------          --------
                                                $253,400          $389,665
                                                --------          --------

NET INCOME (LOSS)                              ($  4,480)         $ 12,372
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  2,524          $  6,341
                                                ========          ========
LIMITED PARTNERS - NET INCOME (LOSS)           ($  7,004)         $  6,031
                                                ========          ========
NET INCOME (LOSS) per unit                     ($    .06)         $    .05
                                                ========          ========
UNITS OUTSTANDING                                121,925           121,925
                                                ========          ========



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



                                       27
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)


                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $  992,166        $1,405,635
   Interest income                                 9,097            10,893
   Gain on sale of oil and
      gas properties                              23,094             4,974
                                              ----------        ----------
                                              $1,024,357        $1,421,502

COSTS AND EXPENSES:
   Lease operating                            $  492,410        $  531,400
   Production tax                                 67,892            74,160
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 258,962           447,642
   Impairment provision                                -         1,449,404
   General and administrative
      (Note 2)                                   110,743           113,160
                                              ----------        ----------
                                              $  930,007        $2,615,766
                                              ----------        ----------

NET INCOME (LOSS)                             $   94,350       ($1,194,264)
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   14,621        $   15,624
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)          $   79,729       ($1,209,888)
                                              ==========        ==========
NET INCOME (LOSS) per unit                    $      .65       ($     9.92)
                                              ==========        ==========
UNITS OUTSTANDING                                121,925           121,925
                                              ==========        ==========



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



                                       28
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)
                                                  1998             1997
                                                ---------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                            $ 94,350       ($1,194,264)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               258,962           447,642
      Impairment provision                             -         1,449,404
      Gain on sale of oil and gas
        properties                             (  23,094)      (     4,974)
      Decrease in accounts receivable -
        oil and gas sales                        135,732           129,603
      Decrease in accounts receivable -
        General Partner                           13,140                 -
      Decrease in accounts payable             (  21,723)      (    14,422)
                                                --------        ----------
Net cash provided by operating
   activities                                   $457,367        $  812,989
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($  7,883)      ($   26,510)
   Proceeds from sale of oil and
      gas properties                              33,722            12,848
                                                --------        ----------
Net cash provided (used) by
   investing activities                         $ 25,839       ($   13,662)
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($646,417)      ($  838,879)
                                                --------        ----------
Net cash used by financing activities          ($646,417)      ($  838,879)
                                                --------        ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($163,211)      ($   39,552)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           351,163           315,955
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $187,952        $  276,403
                                                ========        ==========

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



                                       29
<PAGE>



                GEODYNE ENERGY INCOME III LIMITED PARTNERSHIPS
                 CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                              SEPTEMBER 30, 1998
                                  (Unaudited)


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

      The balance sheets as of September 30, 1998,  statements of operations for
      the  three  and  nine  months  ended  September  30,  1998 and  1997,  and
      statements of cash flows for the nine months ended  September 30, 1998 and
      1997 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 September 30, 1998, the results
      of operations  for the three and nine months ended  September 30, 1998 and
      1997, and the cash flows for the nine months ended  September 30, 1998 and
      1997.

      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, 1997. The
      results of  operations  for the period  ended  September  30, 1998 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



                                       30
<PAGE>



      operations,  including  interest incurred to finance the acquisition,  for
      the period of time the properties are held by the General Partner prior to
      their  transfer to the  Partnerships.  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  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 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 nine months ended  September  30, 1997  pursuant to
      SFAS No. 121 as follows:

                  Partnership                      Amount
                  -----------                   -----------
                    III-A                        $1,617,006
                    III-B                           738,122
                    III-C                         1,696,417
                    III-D                           932,243
                    III-E                         2,893,438
                    III-F                         2,884,405
                    III-G                         1,449,404

      No such charge was necessary for the nine months ended September 30, 1998.



                                       31
<PAGE>



      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 Partnerships'  partnership agreements 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.  During the three months
      ended  September 30, 1998 the following  payments were made to the General
      Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               III-A                 $6,013                 $ 69,468
               III-B                  3,156                   36,405
               III-C                  5,583                   64,353
               III-D                  2,989                   34,476
               III-E                  9,510                  110,070
               III-F                  5,046                   58,284
               III-G                  2,782                   32,085

      During the nine months ended  September  30, 1998 the  following  payments
      were made to the General Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               III-A                $31,510                 $208,404
               III-B                 16,480                  109,215
               III-C                 29,330                  193,059
               III-D                 16,130                  103,428
               III-E                 56,415                  330,210
               III-F                 26,255                  174,852
               III-G                 14,488                   96,255

      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.





                                       32
<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, and otherwise indicated.

GENERAL
- -------

      The  Partnerships  are engaged in the business of acquiring  and operating
      producing oil and gas properties located in the continental United States.
      In general, a Partnership acquired producing properties and did not engage
      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 Partnerships' partnership agreements.




                                       33
<PAGE>



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:

                                                              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 the  operations  less  necessary  operating  capital are
      distributed to the 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  September  30, 1998 and the net revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

      The  Partnerships'  Statements  of Cash  Flows for the nine  months  ended
      September  30,  1998  include  proceeds  from  the  sale  of oil  and  gas
      properties.  Proceeds  received  during  the  first  quarter  of 1998 were
      included  in the  Partnerships'  cash  distributions  paid  in  May  1998,
      proceeds  received  during the second quarter of 1998 were included in the
      Partnerships'  cash  distributions  paid  in  August  1998,  and  proceeds
      received  during  the  third  quarter  of  1998  will be  included  in the
      Partnerships'  cash  distributions  to be paid  in  November  1998.  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



                                       34
<PAGE>



      ratio  of   operating   expenses  as  compared  to  reserves   than  the
      Partnerships' remaining properties.

      The Partnerships  will terminate on the following dates in accordance with
      their partnership agreements.

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

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


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. Such spot market sales are generally short-term in nature and
      are dependent upon the obtaining of  transportation  services  provided by
      pipelines. In addition, crude oil prices are at or near their lowest level
      in the past  decade  due  primarily  to the  global  surplus of crude oil.
      Management is unable to predict whether future oil and gas prices will (i)
      stabilize, (ii) increase, or (iii) decrease.




                                       35
<PAGE>



      III-A PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                            Three Months Ended September 30,
                                            --------------------------------
                                                    1998            1997
                                                  --------        --------
      Oil and gas sales                           $428,407        $712,026
      Oil and gas production expenses             $140,153        $131,345
      Barrels produced                               7,908           9,074
      Mcf produced                                 168,184         238,355
      Average price/Bbl                           $  11.93        $  19.21
      Average price/Mcf                           $   1.99        $   2.26

      As shown in the above table,  total oil and gas sales  decreased  $283,619
      (39.8%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $158,000   was   related  to  a  decrease  in  volumes  of  gas  sold  and
      approximately $58,000 and $45,000, respectively, were related to decreases
      in the  average  prices of oil and gas sold.  Volumes  of oil and gas sold
      decreased 1,166 barrels and 70,171 Mcf, respectively, for the three months
      ended  September 30, 1998 as compared to the three months ended  September
      30, 1997.  The  decrease in volumes of oil sold  resulted  primarily  from
      positive  prior period  volume  adjustments  made by the  purchaser on two
      significant  wells during the three months ended  September 30, 1997.  The
      decrease in volumes of gas sold resulted primarily from normal declines in
      production  due to  diminishing  reserves on several wells and the sale of
      several  wells in 1997 and 1998.  Average oil and gas prices  decreased to
      $11.93 per barrel and $1.99 per Mcf,  respectively,  for the three  months
      ended  September  30,  1998  from  $19.21  per  barrel  and $2.26 per Mcf,
      respectively, for the three months ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $8,808  (6.7%) for the three  months  ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. This increase resulted  primarily from workover expenses incurred on
      one well  during the three  months  ended  September  30, 1998 in order to
      improve the recovery of reserves  and positive ad valorem tax  adjustments
      on four wells  during the three  months ended  September  30,  1998.  This
      increase was partially offset by a decrease in production taxes associated
      with the  decrease in oil and gas sales.  As a  percentage  of oil and gas
      sales,  these  expenses  increased  to 32.7%  for the three  months  ended
      September  30, 1998 from 18.4% for the three  months ended  September  30,
      1997. This percentage increase was primarily due to the dollar increase



                                       36
<PAGE>



      in production  expenses and the decreases in the average prices of oil and
      gas sold during the three months ended  September  30, 1998 as compared to
      the three months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $92,012 (44.7%) for the three months ended September 30, 1998 as
      compared to the three  months ended  September  30,  1997.  This  decrease
      resulted  primarily  from (i)  decreases  in  volumes  of oil and gas sold
      during the three months ended  September 30, 1998 as compared to the three
      months ended September 30, 1997 and (ii) upward revisions in the estimates
      of remaining oil and gas reserves at December 31, 1997. As a percentage of
      oil and gas sales,  this  expense  decreased to 26.6% for the three months
      ended  September 30, 1998 from 28.9% for the three months ended  September
      30,  1997.  This  percentage  decrease  was  primarily  due to the  dollar
      decrease in depreciation, depletion, and amortization.

      General and administrative  expenses increased $1,289 (1.7%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased  to 17.6% for the three  months  ended  September  30, 1998 from
      10.4% for the three  months ended  September  30,  1997.  This  percentage
      increase was primarily due to the decreases in oil and gas sales.

      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $1,573,580       $2,578,627
      Oil and gas production expenses           $  439,744       $  541,572
      Barrels produced                              27,025           30,701
      Mcf produced                                 567,122          798,664
      Average price/Bbl                         $    13.01       $    20.01
      Average price/Mcf                         $     2.15       $     2.46

      As shown in the above table, total oil and gas sales decreased  $1,005,047
      (39.0%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $569,000  was  related  to a  decrease  in the  volumes  of gas  sold  and
      approximately  $189,000  and  $173,000,   respectively,  were  related  to
      decreases  in the average  prices of oil and gas sold.  Volumes of oil and
      gas sold decreased  3,676 barrels and 231,542 Mcf,  respectively,  for the
      nine months ended  September 30, 1998 as compared to the nine months ended
      September 30, 1997. The decrease in volumes of oil



                                       37
<PAGE>



      sold  resulted  primarily  from  normal  declines  in  production  due  to
      diminishing  reserves on several  significant  wells.  The decrease in the
      volumes of gas sold resulted  primarily from normal declines in production
      due to diminishing reserves on several wells and the sale of several wells
      during 1997 and 1998.  Average oil and gas prices  decreased to $13.01 per
      barrel  and  $2.15  per  Mcf,  respectively,  for the  nine  months  ended
      September 30, 1998 from $20.01 per barrel and $2.46 per Mcf, respectively,
      for the nine months ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $101,828  (18.8%) for the nine months ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease resulted primarily from a decrease in production taxes
      associated  with the decrease in oil and gas sales and a decrease in lease
      operating expenses associated with the decreases in volumes of oil and gas
      sold during the nine months  ended  September  30, 1998 as compared to the
      nine months  ended  September  30, 1997.  As a  percentage  of oil and gas
      sales,  these  expenses  increased  to  27.9%  for the nine  months  ended
      September  30, 1998 from 21.0% for the nine  months  ended  September  30,
      1997. This  percentage  increase was primarily due to the decreases in the
      average prices of oil and gas sold during the nine months ended  September
      30, 1998 as compared to the nine months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $305,989 (44.3%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted  primarily  from (i) the decreases in volumes of oil and gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months ended September 30, 1997 and (ii) upward revisions in the estimates
      of remaining oil and gas reserves at December 31, 1997. As a percentage of
      oil and gas sales,  this  expense  decreased  to 24.5% for the nine months
      ended  September  30, 1998 from 26.8% for the nine months ended  September
      30,  1997.  This  percentage  decrease  was  primarily  due to the  upward
      revisions in the estimates of remaining oil and gas reserves.

      The III-A  Partnership  recognized a non-cash  charge against  earnings of
      $1,617,006  during the nine  months  ended  September  30,  1997.  Of this
      amount,  $184,644 was related to the decline in oil and gas prices used to
      determine the  recoverability  of proved oil and gas reserves at March 31,
      1997 and  $1,432,362  was related to  impairment  of unproved  properties.
      These unproved  properties were written off based on the General Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices received over the prior several years



                                       38
<PAGE>



      and  provisions in the III-A  Partnerships'  partnership  agreement  which
      limit the level of permissible drilling activity.  No similar charges were
      necessary during the nine months ended September 30, 1998.

      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 1998 as compared to the nine months ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 15.2% for the nine months ended  September 30, 1998 from 9.3%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  1998  totaling  $24,878,701  or 94.25% of Limited  Partners'  capital
      contributions.

      III-B PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                            Three Months Ended September 30,
                                            --------------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $267,275         $428,266
      Oil and gas production expenses             $ 97,763         $ 84,927
      Barrels produced                               7,848            8,405
      Mcf produced                                  87,673          120,161
      Average price/Bbl                           $  12.54         $  19.16
      Average price/Mcf                           $   1.93         $   2.22

      As shown in the table above,  total oil and gas sales  decreased  $160,991
      (37.6%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $11,000 and $72,000, respectively, were related to decreases in volumes of
      oil and gas sold and approximately $52,000 and $26,000, respectively, were
      related to decreases in the average prices of oil and gas sold. Volumes of
      oil and gas sold decreased 557 barrels and 32,488 Mcf,  respectively,  for
      the three months ended  September 30, 1998 as compared to the three months
      ended September 30, 1997. The decrease in the volumes of gas sold resulted
      primarily  from (i)  normal  declines  in  production  due to  diminishing
      reserves  on several  wells,  (ii) the sale of  several  wells in 1997 and
      1998, and (iii) the receipt of an increased percentage of sales during the
      three months ended September 30, 1997 on one well due to an  underproduced
      gas balancing  position in that well. Average oil and gas prices decreased
      to $12.54 per barrel and $1.93 per Mcf, respectively, for the three months
      ended September 30, 1998 from $19.16 per barrel and



                                       39
<PAGE>



      $2.22 per Mcf,  respectively,  for the three months ended  September 30,
      1997.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-B
      Partnership  sold certain oil and gas  properties  during the three months
      ended  September  30, 1998 and  recognized  a $32,404  gain on such sales.
      Similar sales during the three months ended September 30, 1997 resulted in
      the III-B Partnership recognizing a loss totaling $159.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $12,836  (15.1%) for the three months ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. This increase resulted  primarily from workover expenses incurred on
      two wells during the three months ended  September 30, 1998. This increase
      was partially offset by a decrease in production taxes associated with the
      decrease in oil and gas sales. As a percentage of oil and gas sales, these
      expenses  increased to 36.6% for the three months ended September 30, 1998
      from 19.8% for the three months ended  September 30, 1997. This percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold for the three months ended  September 30, 1998 as compared to
      the three  months  ended  September  30,  1997 and the dollar  increase in
      production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $47,646 (40.1%) for the three months ended September 30, 1998 as
      compared to the three  months ended  September  30,  1997.  This  decrease
      resulted  primarily  from (i) the decreases in volumes of oil and gas sold
      during the three months ended  September 30, 1998 as compared to the three
      months ended September 30, 1997 and (ii) upward revisions in the estimates
      of remaining oil and gas reserves at December 31, 1997. As a percentage of
      oil and gas sales,  this  expense  decreased to 26.6% for the three months
      ended  September 30, 1998 from 27.8% for the three months ended  September
      30, 1997.

      General and  administrative  expenses  increased $677 (1.7%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 14.8% for the three months ended September 30, 1998 from 9.1%
      for the three months ended September 30, 1997.  This  percentage  increase
      was primarily due to the decrease in oil and gas sales.




                                       40
<PAGE>



      The III-B  Partnership  achieved  payout during the first quarter of 1998.
      After payout,  operations and revenues for the III-B Partnership have been
      and  will be  allocated  using  after  payout  percentages.  After  payout
      percentages  allocate  operating  income and  expenses  15% to the General
      Partner and 85% to the Limited Partners.  (Before payout, operating income
      and  expenses  were  allocated  5% to the  General  Partner and 95% to the
      Limited  Partners).  See the Partnerships'  Annual Report on Form 10-K for
      the year ended  December 31, 1997 for further  discussion  of pre and post
      payout allocations of income and expense.

      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                    1998            1997
                                                  --------       ----------
      Oil and gas sales                           $957,758       $1,522,622
      Oil and gas production expenses             $282,448       $  328,739
      Barrels produced                              26,493           27,663
      Mcf produced                                 284,710          400,369
      Average price/Bbl                           $  13.48       $    20.06
      Average price/Mcf                           $   2.11       $     2.42

      As shown in the table above,  total oil and gas sales  decreased  $564,864
      (37.1%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $280,000  was  related  to a  decrease  in the  volumes  of gas  sold  and
      approximately  $174,000  and  $88,000,   respectively,   were  related  to
      decreases  in the average  prices of oil and gas sold.  Volumes of oil and
      gas sold decreased  1,170 barrels and 115,659 Mcf,  respectively,  for the
      nine months ended  September 30, 1998 as compared to the nine months ended
      September  30,  1997.  The  decrease in the  volumes of gas sold  resulted
      primarily  from the sale of several  wells in 1997 and normal  declines in
      production due to diminishing  reserves on several wells.  Average oil and
      gas prices decreased to $13.48 per barrel and $2.11 per Mcf, respectively,
      for the nine months  ended  September  30, 1998 from $20.06 per barrel and
      $2.42 per Mcf, respectively, for the nine months ended September 30, 1997.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-B
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September  30, 1998 and  recognized  a $33,219  gain on such sales.
      Similar sales during the nine months ended  September 30, 1997 resulted in
      the III-B Partnership recognizing a loss totaling $7,832.





                                       41
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $46,291  (14.1%) for the nine months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease  resulted  primarily from (i) a decrease in production
      taxes associated with the decrease in oil and gas sales,  (ii) the sale of
      several wells in 1997 and 1998, and (iii) the refund of prior period lease
      operating  expenses during the nine months ended September 30, 1998 by the
      operator of one well.  These  decreases were partially  offset by workover
      expenses  incurred on one  significant  well during the nine months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      increased to 29.5% for the nine months ended September 30, 1998 from 21.6%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the  decreases in the average  prices of oil and gas sold
      for the nine  months  ended  September  30,  1998 as  compared to the nine
      months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $160,148 (40.6%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted  primarily  from (i) the  decrease in volumes of oil and gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months ended September 30, 1997 and (ii) upward revisions in the estimates
      of remaining oil and gas reserves at December 31, 1997. As a percentage of
      oil and gas sales,  this  expense  decreased  to 24.5% for the nine months
      ended  September  30, 1998 from 25.9% for the nine months ended  September
      30, 1997.

      The III-B  Partnership  recognized a non-cash  charge against  earnings of
      $738,122  during the nine months ended September 30, 1997. Of this amount,
      $77,653 was related to the decline in oil and gas prices used to determine
      the  recoverability  of proved oil and gas  reserves at March 31, 1997 and
      $660,469  was  related to the  impairment  of unproved  properties.  These
      unproved  properties  were  written  off  based on the  General  Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and  provisions in the III-B  Partnership's  partnership  agreement  which
      limit the level of permissible drilling activity.  No similar charges were
      necessary during the nine months ended September 30, 1998.





                                       42
<PAGE>




      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 1998 as compared to the nine months ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 13.1% for the nine months ended  September 30, 1998 from 8.2%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales discussed above.

      The  III-B  Partnership  achieved  payout  during  the nine  months  ended
      September 30, 1998.  After payout,  operations  and revenues for the III-B
      Partnership   have  been  and  will  be   allocated   using  after  payout
      percentages.  After  payout  percentages  allocate  operating  income  and
      expenses  15% to the  General  Partner  and 85% to the  Limited  Partners.
      (Before  payout,  operating  income and expenses were  allocated 5% to the
      General Partner and 95% to the Limited  Partners).  See the  Partnerships'
      Annual  Report  on Form  10-K for the year  ended  December  31,  1997 for
      further  discussion  of pre and post  payout  allocations  of  income  and
      expense.

      The Limited Partners have received cash  distributions  through  September
      30, 1998  totaling  $14,479,353  or 104.67% of Limited  Partners'  capital
      contributions.

      III-C PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $580,014         $633,934
      Oil and gas production expenses             $169,481         $148,845
      Barrels produced                               5,424            6,175
      Mcf produced                                 307,257          263,504
      Average price/Bbl                           $  14.00         $  19.01
      Average price/Mcf                           $   1.64         $   1.96

      As shown in the table above,  oil and gas sales  decreased  $53,920 (8.5%)
      for the three  months  ended  September  30, 1998 as compared to the three
      months ended September 30, 1997. Of this decrease,  approximately  $14,000
      was  related to a decrease  in the  volumes of oil sold and  approximately
      $27,000  and  $98,000,  respectively,  were  related to  decreases  in the
      average prices of oil and gas sold.  These decreases were partially offset
      by an  increase  of  approximately  $86,000  related to an increase in the
      volumes of gas sold.  Volumes of oil sold  decreased  751  barrels,  while
      volumes  of gas sold  increased  43,753  Mcf for the  three  months  ended
      September 30, 1998 as compared to the three months ended



                                       43
<PAGE>



      September 30, 1997. The decrease in volumes of oil sold resulted primarily
      from normal declines in production due to diminishing  reserves on several
      wells. The increase in the volumes of gas sold resulted primarily from the
      successful recompletion of one significant well during early 1998. Average
      oil and gas  prices  decreased  to $14.00  per  barrel  and $1.64 per Mcf,
      respectively,  for the three months ended  September  30, 1998 from $19.01
      per barrel and $1.96 per Mcf,  respectively,  for the three  months  ended
      September 30, 1997.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-C
      Partnership  sold certain oil and gas  properties  during the three months
      ended  September  30, 1998 and  recognized  a $34,561  gain on such sales.
      Similar sales during the three months ended September 30, 1997 resulted in
      the III-C Partnership recognizing gains totaling $17,697.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $20,636  (13.9%) for the three months ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997.  This increase  resulted  primarily  from (i) an increase in general
      repair and  maintenance  expenses on several wells during the three months
      ended September 30, 1998 and (ii) a non-recurring  increase in compression
      expenses on one  significant  well during the three months ended September
      30, 1998. As a percentage of oil and gas sales,  these expenses  increased
      to 29.2% for the three months ended  September 30, 1998 from 23.5% for the
      three  months  ended  September  30, 1997.  This  percentage  increase was
      primarily due to the dollar increase in production  expenses and decreases
      in the  average  prices  of oil and gas sold for the  three  months  ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $19,953 (11.3%) for the three months ended September 30, 1998 as
      compared to the three  months ended  September  30,  1997.  This  decrease
      resulted primarily from upward revisions in the estimates of remaining oil
      and gas  reserves at December 31,  1997.  As a  percentage  of oil and gas
      sales,  this expense remained  relatively  constant at 27.0% for the three
      months ended September 30, 1998 and 27.9% for three months ended September
      30, 1997.

      General and administrative  expenses increased $1,204 (1.8%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased  to 12.1% for the three  months  ended  September  30, 1998 from
      10.8% for the three months ended September 30, 1997.




                                       44
<PAGE>




      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $1,814,170       $2,234,020
      Oil and gas production expenses           $  498,893       $  521,732
      Barrels produced                              18,218           19,357
      Mcf produced                                 843,070          842,571
      Average price/Bbl                         $    14.38       $    20.22
      Average price/Mcf                         $     1.84       $     2.19

      As shown in the table above, oil and gas sales decreased  $419,850 (18.8%)
      for the nine  months  ended  September  30,  1998 as  compared to the nine
      months ended September 30, 1997. Of this decrease,  approximately $106,000
      and  $292,000,  respectively,  were  related to  decreases  in the average
      prices of oil and gas sold.  Volumes of oil sold  decreased  1,139 barrels
      for the nine  months  ended  September  30,  1998 as  compared to the nine
      months ended September 30, 1997. Volumes of gas sold increased 499 Mcf for
      the nine months  ended  September  30, 1998 as compared to the nine months
      ended September 30, 1997.  Average oil and gas prices  decreased to $14.38
      per  barrel and $1.84 per Mcf,  respectively,  for the nine  months  ended
      September 30, 1998 from $20.22 per barrel and $2.19 per Mcf, respectively,
      for the nine months ended September 30, 1997.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-C
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September  30, 1998 and  recognized a $439,894  gain on such sales.
      Similar sales during the nine months ended  September 30, 1997 resulted in
      the III-C Partnership recognizing similar gains totaling $73,369.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $22,839  (4.4%) for the nine  months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      27.5% for the nine months ended September 30, 1998 from 23.4% for the nine
      months ended September 30, 1997.  This  percentage  increase was primarily
      due to the  decreases  in the  average  prices of oil and gas sold for the
      nine months ended  September 30, 1998 as compared to the nine months ended
      September 30, 1997.




                                       45
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $124,363 (22.0%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted primarily from upward revisions in the estimates of remaining oil
      and gas  reserves at December 31,  1997.  As a  percentage  of oil and gas
      sales, this expense decreased to 24.2% for the nine months ended September
      30, 1998 from 25.2% for the nine months ended September 30, 1997.

      The III-C  Partnership  recognized a non-cash  charge against  earnings of
      $1,696,417  during the nine  months  ended  September  30,  1997.  Of this
      amount,  $234,271  was  related to a decline in oil and gas prices used to
      determine the  recoverability  of proved oil and gas reserves at March 31,
      1997 and $1,462,146 was related to the writing-off of unproved properties.
      These unproved  properties were written off based on the General Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and  provisions in the III-C  Partnership's  partnership  agreement  which
      limit the level of permissible drilling activity.  No similar charges were
      necessary during the nine months ended September 30, 1998.

      General and  administrative  expenses decreased $4,314 (1.9%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 12.3% for the nine months ended September 30, 1998 from 10.1%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  1998  totaling  $16,798,795  or 68.70% of Limited  Partners'  capital
      contributions.




                                       46
<PAGE>




      III-D PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $436,235         $472,603
      Oil and gas production expenses             $176,221         $184,736
      Barrels produced                               8,152            9,749
      Mcf produced                                 212,093          168,424
      Average price/Bbl                           $  10.70         $  17.46
      Average price/Mcf                           $   1.65         $   1.80

      As shown in the table above,  oil and gas sales  decreased  $36,368 (7.7%)
      for the three  months  ended  September  30, 1998 as compared to the three
      months ended September 30, 1997. Of this decrease,  approximately  $28,000
      was  related to a decrease  in the  volumes of oil sold and  approximately
      $55,000  and  $32,000,  respectively,  were  related to  decreases  in the
      average prices of oil and gas sold.  These decreases were partially offset
      by an  increase  of  approximately  $78,000  related to an increase in the
      volumes of gas sold.  Volumes of oil sold decreased  1,597 barrels,  while
      volumes  of gas sold  increased  43,669  Mcf for the  three  months  ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997.  The  decrease in the volumes of oil sold  resulted  primarily  from
      normal  declines  in  production  due to  diminishing  reserves on several
      wells. The increase in the volumes of gas sold resulted primarily from the
      successful recompletion of one significant well during early 1998. Average
      oil and gas  prices  decreased  to $10.70  per  barrel  and $1.65 per Mcf,
      respectively,  for the three months ended  September  30, 1998 from $17.46
      per barrel and $1.80 per Mcf,  respectively,  for the three  months  ended
      September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $8,515  (4.6%) for the three  months  ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      40.4% for the three  months  ended  September  30, 1998 from 39.1% for the
      three months ended September 30, 1997.




                                       47
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $12,408 (12.4%) for the three months ended September 30, 1998 as
      compared to the three  months ended  September  30,  1997.  This  decrease
      resulted primarily from upward revisions in the estimates of remaining oil
      and gas  reserves at December 31,  1997.  As a  percentage  of oil and gas
      sales,  this  expense  decreased  to  20.0%  for the  three  months  ended
      September  30, 1998 from 21.1% for the three  months ended  September  30,
      1997.

      General and  administrative  expenses  increased $642 (1.7%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      remained  relatively constant at 8.6% for the three months ended September
      30, 1998 and 7.8% for the three months ended September 30, 1997.

      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $1,348,399       $1,734,127
      Oil and gas production expenses           $  514,390       $  599,212
      Barrels produced                              28,444           31,704
      Mcf produced                                 560,692          530,916
      Average price/Bbl                         $    12.08       $    19.51
      Average price/Mcf                         $     1.79       $     2.10

      As shown in the table above, oil and gas sales decreased  $385,728 (22.2%)
      for the nine  months  ended  September  30,  1998 as  compared to the nine
      months ended September 30, 1997. Of this decrease,  approximately  $64,000
      was  related to a decrease  in the  volumes of oil sold and  approximately
      $211,000  and  $173,000,  respectively,  were  related to decreases in the
      average prices of oil and gas sold.  These decreases were partially offset
      by an increase  of  approximately  $63,000  relating to an increase in the
      volumes of gas sold.  Volumes of oil sold decreased  3,260 barrels,  while
      volumes  of gas  sold  increased  29,776  Mcf for the  nine  months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997.  The  decrease in the volumes of oil sold  resulted  primarily  from
      normal  declines  in  production  due to  diminishing  reserves on several
      wells. Average oil and gas prices decreased to $12.08 per barrel and $1.79
      per Mcf,  respectively,  for the nine months ended September 30, 1998 from
      $19.51  per barrel and $2.10 per Mcf,  respectively,  for the nine  months
      ended September 30, 1997.





                                       48
<PAGE>




      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-D
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September  30, 1998 and  recognized  a $56,646  gain on such sales.
      Similar sales during the nine months ended  September 30, 1997 resulted in
      the III-D Partnership recognizing similar gains totaling $23,702.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $84,822  (14.2%) for the nine months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease resulted primarily from a decrease in production taxes
      associated  with the  decrease  in oil and gas  sales  and a  decrease  in
      workover  expenses incurred on one significant unit during the nine months
      ended  September  30, 1998 as compared to the nine months ended  September
      30, 1997. As a percentage of oil and gas sales,  these expenses  increased
      to 38.1% for the nine months ended  September  30, 1998 from 34.6% for the
      nine months  ended  September  30,  1997.  This  percentage  increase  was
      primarily due to the  decreases in the average  prices of oil and gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $72,297 (22.8%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted primarily from upward revisions in the estimates of remaining oil
      and gas  reserves at December 31,  1997.  As a  percentage  of oil and gas
      sales,  this expense  remained  relatively  constant at 18.2% for the nine
      months  ended  September  30,  1998 and  18.3% for the nine  months  ended
      September 30, 1997.

      General and  administrative  expenses decreased $2,542 (2.1%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 8.9% for the nine months ended  September  30, 1998 from 7.0%
      for the nine months ended September 30, 1997.

      The Limited Partners have received cash  distributions  through  September
      30,  1998  totaling  $8,272,669  or 63.15% of  Limited  Partners'  capital
      contributions.





                                       49
<PAGE>




      III-E PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $1,373,883       $1,878,608
      Oil and gas production expenses           $  904,399       $1,038,911
      Barrels produced                              50,991           56,012
      Mcf produced                                 461,661          544,047
      Average price/Bbl                         $    10.47       $    17.24
      Average price/Mcf                         $     1.82       $     1.68

      As shown in the table above,  total oil and gas sales  decreased  $504,725
      (26.9%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $87,000 and  $138,000  were related to decreases in the volumes of oil and
      gas sold,  respectively,  and  approximately  $345,000  was  related  to a
      decrease in the average price of oil sold.  These decreases were partially
      offset by an increase of  approximately  $65,000 related to an increase in
      the average price of gas sold. Volumes of oil and gas sold decreased 5,021
      barrels and 82,386 Mcf, respectively, for the three months ended September
      30, 1998 as compared to the three months  ended  September  30, 1997.  The
      decrease in volumes of gas sold resulted  primarily  from a positive prior
      period volume  adjustment  made by the purchaser on one  significant  well
      during the three months ended  September 30, 1997 and the  shutting-in  of
      two significant wells for general repairs and maintenance during the three
      months ended September 30, 1998. The average oil price decreased to $10.47
      per barrel for the three months ended  September  30, 1998 from $17.24 per
      barrel for the three months  ended  September  30,  1997.  The average gas
      price  increased to $1.82 per Mcf for the three months ended September 30,
      1998 from $1.68 per Mcf for the three months ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $134,512 (12.9%) for the three months ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997.  This decrease  resulted  primarily  from (i) a decrease in workover
      expenses   incurred  on  one  significant   multi-well  unit  and  on  one
      significant  well  during the three  months  ended  September  30, 1998 as
      compared to the three  months  ended  September  30, 1997 and (ii) credits
      received  during  the  three  months  ended  September  30,  1998 from the
      operator  on one well for prior  period  lease  operating  expenses.  As a
      percentage of oil and gas sales, these expenses increased to 65.8% for the
      three



                                       50
<PAGE>



      months  ended  September  30, 1998 from 55.3% for the three  months  ended
      September  30, 1997.  This  percentage  increase was  primarily due to the
      decrease in the average  price of oil sold during the three  months  ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $174,827  (41.0%) for the three months ended September 30, 1998
      as compared to the three months ended  September  30, 1997.  This decrease
      resulted primarily from upward revisions in the estimates of remaining oil
      and gas  reserves at December 31,  1997.  As a  percentage  of oil and gas
      sales,  this  expense  decreased  to  18.3%  for the  three  months  ended
      September  30, 1998 from 22.7% for the three  months ended  September  30,
      1997. This percentage decrease was primarily due to the dollar decrease in
      depreciation, depletion, and amortization.

      General and administrative  expenses increased $2,043 (1.7%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 8.7% for the three months ended  September 30, 1998 from 6.3%
      for the three months ended September 30, 1997.  This  percentage  increase
      was primarily due to the decrease in oil and gas sales.

      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $4,995,623       $6,914,717
      Oil and gas production expenses           $2,675,967       $3,196,748
      Barrels produced                             170,935          183,253
      Mcf produced                               1,583,559        1,697,392
      Average price/Bbl                         $    11.71       $    19.30
      Average price/Mcf                         $     1.89       $     1.99

      As shown in the table above, total oil and gas sales decreased  $1,919,094
      (27.8%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $238,000 and $227,000,  respectively, were related to decreases in volumes
      of oil and gas sold and approximately $1,297,000 was related to a decrease
      in the average  price of oil sold.  Volumes of oil and gas sold  decreased
      12,318  barrels and 113,833 Mcf,  respectively,  for the nine months ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997.  Average oil and gas prices decreased to $11.71 per barrel and $1.89
      per Mcf, respectively, for the nine months ended September 30, 1998



                                       51
<PAGE>



      from  $19.30  per  barrel  and $1.99 per Mcf,  respectively,  for the nine
      months ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $520,781  (16.3%) for the nine months ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease  resulted  primarily from (i) a decrease in production
      taxes  associated with the decrease in oil and gas sales,  (ii) a decrease
      in lease  operating  expenses  associated with the decreases in volumes of
      oil and gas sold,  and (iii) a decrease in workover  expenses  incurred on
      one significant multi-well unit and two wells during the nine months ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      53.6% for the nine months ended September 30, 1998 from 46.2% for the nine
      months ended September 30, 1997.  This  percentage  increase was primarily
      due to the decreases in the average  prices of oil and gas sold during the
      nine months ended  September 30, 1998 as compared to the nine months ended
      September 30, 1997

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $499,824 (36.8%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted primarily from upward revisions in the estimates of remaining oil
      and gas  reserves at December 31,  1997.  As a  percentage  of oil and gas
      sales, this expense decreased to 17.1% for the nine months ended September
      30, 1998 from 19.6% for the nine months ended  September  30,  1997.  This
      percentage   decrease  was  primarily  due  to  the  dollar   decrease  in
      depreciation, depletion and amortization.

      The III-E  Partnership  recognized a non-cash  charge against  earnings of
      $2,893,438  during the nine  months  ended  September  30,  1997.  Of this
      amount,  $2,042,775 was related to a decline in oil and gas prices used to
      determine the  recoverability  of proved oil and gas reserves at March 31,
      1997 and $850,663 was related to the  writing-off of unproved  properties.
      These unproved  properties were written off based on the General Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and  provisions in the III-E  Partnership's  Partnership  Agreement  which
      limit the level of permissible drilling activity.  No similar charges were
      necessary during the nine months ended September 30, 1998.




                                       52
<PAGE>




      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 1998 as compared to the nine months ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 7.7% for the nine months ended  September  30, 1998 from 5.6%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  1998  totaling  $29,557,016  or 70.67% of Limited  Partners'  capital
      contributions.

      III-F PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $425,564         $656,490
      Oil and gas production expenses             $240,447         $333,065
      Barrels produced                              11,651           14,744
      Mcf produced                                 176,592          252,745
      Average price/Bbl                           $  11.10         $  17.82
      Average price/Mcf                           $   1.68         $   1.56

      As shown in the table above,  total oil and gas sales  decreased  $230,926
      (35.2%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $55,000 and  $119,000,  respectively,  were  related to  decreases  in the
      volumes of oil and gas sold and  approximately  $78,000  was  related to a
      decrease in the average price of oil sold.  These decreases were partially
      offset by an increase of  approximately  $21,000 related to an increase in
      the average price of gas sold. Volumes of oil and gas sold decreased 3,093
      barrels and 76,153 Mcf, respectively, for the three months ended September
      30, 1998 as compared to the three months  ended  September  30, 1997.  The
      decrease  in volumes of oil sold  resulted  primarily  from (i) a positive
      prior period volume adjustment made by a purchaser on one significant well
      during the three months ended September 30, 1997 and (ii) a negative prior
      period volume  adjustment made by a purchaser on another  significant well
      during the three months ended  September 30, 1998. The decrease in volumes
      of gas sold resulted primarily from (i) the shutting-in of two significant
      wells  during a portion of the three months  ended  September  30, 1998 in
      order to perform  workovers  to improve the  recovery of reserves and (ii)
      positive  prior period volume  adjustments  made by the  purchasers on two
      significant



                                       53
<PAGE>



      wells during the three months ended September 30, 1997. Average oil prices
      decreased to $11.10 per barrel for the three months  ended  September  30,
      1998 from $17.82 per barrel for the three months ended September 30, 1997.
      Average gas prices  increased  to $1.68 per Mcf for the three months ended
      September 30, 1998 from $1.56 per Mcf for the three months ended September
      30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $92,618  (27.8%) for the three months ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. This decrease resulted primarily from (i) workover expenses incurred
      on two significant  wells during the three months ended September 30, 1997
      in order to increase  the  recovery  of reserves  and (ii) the sale of one
      significant well during 1998. As a percentage of oil and gas sales,  these
      expenses  increased to 56.5% for the three months ended September 30, 1998
      from 50.7% for the three months ended  September 30, 1997. This percentage
      increase was  primarily  due to the  decrease in the average  price of oil
      sold during the three months ended  September  30, 1998 as compared to the
      three months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $149,276  (55.6%) for the three months ended September 30, 1998
      as compared to the three months ended  September  30, 1997.  This decrease
      resulted  primarily  from (i) the decreases in volumes of oil and gas sold
      during the three months ended  September 30, 1998 as compared to the three
      months ended September 30, 1997 and (ii) upward revisions in the estimates
      of remaining gas reserves at December 31, 1997. As a percentage of oil and
      gas sales,  this  expense  decreased  to 28.0% for the three  months ended
      September  30, 1998 from 40.9% for the three  months ended  September  30,
      1997. This percentage decrease resulted primarily from the dollar decrease
      in depreciation, depletion, and amortization.

      General and administrative  expenses increased $1,083 (1.7%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 14.9% for the three months ended September 30, 1998 from 9.5%
      for the three months ended September 30, 1997.  This  percentage  increase
      was primarily due to the decrease in oil and sales.




                                       54
<PAGE>




      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                    1998            1997
                                                 ----------      ----------
      Oil and gas sales                          $1,660,573      $2,281,635
      Oil and gas production expenses            $  900,148      $  950,471
      Barrels produced                               42,624          49,722
      Mcf produced                                  619,604         722,858
      Average price/Bbl                          $    12.99      $    19.30
      Average price/Mcf                          $     1.79      $     1.83

      As shown in the table above,  total oil and gas sales  decreased  $621,062
      (27.2%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $137,000  and  $189,000,  respectively,  were  related to decreases in the
      volumes  of oil and gas  sold  and  approximately  $269,000  and  $26,000,
      respectively,  were related to decreases in the average  prices of oil and
      gas sold.  Volumes of oil and gas sold decreased 7,098 barrels and 103,254
      Mcf,  respectively,  for the  nine  months  ended  September  30,  1998 as
      compared to the nine months  ended  September  30,  1997.  The decrease in
      volumes of oil sold  resulted  primarily  from (i)  positive  prior period
      volume  adjustments made by the purchasers on two significant wells during
      the nine months ended  September  30, 1997,  (ii) a negative  prior period
      volume  adjustment made by a purchaser on one significant  well during the
      nine months  ended  September  30, 1998,  and (iii) the normal  decline in
      production  on one  significant  well  due to  diminishing  reserves.  The
      decrease  in  volumes  of  gas  sold  resulted   primarily  from  (i)  the
      shutting-in of two  significant  wells during a portion of the nine months
      ended  September  30,  1998 in order to perform  workovers  to improve the
      recovery  of  reserves  and (ii) the sale of one  significant  well during
      1998.  Average oil and gas prices decreased to $12.99 per barrel and $1.79
      per Mcf,  respectively,  for the nine months ended September 30, 1998 from
      $19.30  per barrel and $1.83 per Mcf,  respectively,  for the nine  months
      ended September 30, 1997.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-F
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September  30, 1998 and  recognized  a $27,168  gain on such sales.
      Similar sales during the nine months ended  September 30, 1997 resulted in
      the III-F Partnership recognizing losses totaling $120.





                                       55
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $50,323  (5.3%) for the nine  months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      54.2% for the nine months ended September 30, 1998 from 41.7% for the nine
      months ended September 30, 1997.  This  percentage  increase was primarily
      due to the decreases in the average  prices of oil and gas sold during the
      nine months ended  September 30, 1998 as compared to the nine months ended
      September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $380,251 (47.3%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted  primarily  from (i) the  decrease in volumes of oil and gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months ended September 30, 1997 and (ii) upward revisions in the estimates
      of remaining gas reserves at December 31, 1997. As a percentage of oil and
      gas sales,  this  expense  decreased  to 25.5% for the nine  months  ended
      September  30, 1998 from 35.2% for the nine  months  ended  September  30,
      1997. This percentage decrease resulted primarily from the dollar decrease
      in depreciation, depletion, and amortization.

      The III-F  Partnership  recognized a non-cash  charge against  earnings of
      $2,884,405  during the nine  months  ended  September  30,  1997.  Of this
      amount,  $2,078,019 was related to a decline in oil and gas prices used to
      determine the  recoverability  of proved oil and gas reserves at March 31,
      1997 and $806,386 was related to the  writing-off of unproved  properties.
      These unproved  properties were written off based on the General Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and  provisions in the III-F  Partnership's  partnership  agreement  which
      limit the level of permissible drilling activity.  No similar charges were
      necessary during the nine months ended September 30, 1998.

      General and  administrative  expenses decreased $4,303 (2.1%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 12.1% for the nine months ended  September 30, 1998 from 9.0%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and sales.




                                       56
<PAGE>




      The Limited Partners have received cash  distributions  through  September
      30,  1998  totaling  $10,937,904  or 49.38% of Limited  Partners'  capital
      contributions.

      III-G PARTNERSHIP

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                            Three Months Ended September 30,
                                            --------------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $246,676         $398,505
      Oil and gas production expenses             $146,913         $207,950
      Barrels produced                               8,422           10,451
      Mcf produced                                  92,235          134,769
      Average price/Bbl                           $  11.17         $  17.74
      Average price/Mcf                           $   1.65         $   1.58

      As shown in the table above,  total oil and gas sales  decreased  $151,829
      (38.1%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $36,000  and  $67,000,  respectively,  were  related to  decreases  in the
      volumes of oil and gas sold and  approximately  $55,000  was  related to a
      decrease  in the  average  price of oil sold.  Volumes of oil and gas sold
      decreased 2,029 barrels and 42,534 Mcf, respectively, for the three months
      ended  September 30, 1998 as compared to the three months ended  September
      30, 1997.  The decrease in volumes of oil sold  resulted  primarily  (i) a
      positive  prior  period  volume  adjustment  made  by a  purchaser  on one
      significant well during the three months ended September 30, 1997 and (ii)
      a negative prior period volume  adjustment  made by a purchaser on another
      significant  well during the three months ended  September  30, 1998.  The
      decrease  in  volumes  of  gas  sold  resulted   primarily  from  (i)  the
      shutting-in of two significant  wells during a portion of the three months
      ended  September  30,  1998 in order to perform  workovers  to improve the
      recovery of reserves and (ii)  positive  prior period  volume  adjustments
      made by the purchasers on three  significant wells during the three months
      ended  September  30,  1997.  Average oil prices  decreased  to $11.17 per
      barrel for the three  months  ended  September  30,  1998 from  $17.74 per
      barrel for the three months ended  September 30, 1997.  Average gas prices
      increased to $1.65 per Mcf for the three months ended  September  30, 1998
      from $1.58 per Mcf for the three months ended September 30, 1997.




                                       57
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $61,037  (29.4%) for the three months ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. This decrease resulted primarily from (i) workover expenses incurred
      on several wells during the three months ended September 30, 1997 in order
      to improve the recovery of reserves  and (ii) the sale of one  significant
      well during 1998.  As a percentage  of oil and gas sales,  these  expenses
      increased  to 59.6% for the three  months  ended  September  30, 1998 from
      52.2% for the three  months ended  September  30,  1997.  This  percentage
      increase was  primarily  due to the  decrease in the average  price of oil
      sold during the three months ended  September  30, 1998 as compared to the
      three months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $75,826 (51.4%) for the three months ended September 30, 1998 as
      compared to the three  months ended  September  30,  1997.  This  decrease
      resulted  primarily  from (i) the  decrease in volumes of oil and gas sold
      during the three months ended  September 30, 1998 as compared to the three
      months ended September 30, 1997 and (ii) upward revisions in the estimates
      of remaining gas reserves at December 31, 1997. As a percentage of oil and
      gas sales,  this  expense  decreased  to 29.0% for the three  months ended
      September  30, 1998 from 37.0% for the three  months ended  September  30,
      1997. This percentage decrease resulted primarily from the dollar decrease
      in depreciation, depletion, and amortization.

      General and  administrative  expenses  increased $598 (1.7%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 14.1% for the three months ended September 30, 1998 from 8.6%
      for the three months ended September 30, 1997.  This  percentage  increase
      was primarily due to the decrease in oil and sales.




                                       58
<PAGE>




      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                    1998            1997
                                                  --------       ----------
      Oil and gas sales                           $992,166       $1,405,635
      Oil and gas production expenses             $560,302       $  605,560
      Barrels produced                              30,438           35,841
      Mcf produced                                 333,578          384,476
      Average price/Bbl                           $  12.97       $    19.35
      Average price/Mcf                           $   1.79       $     1.85

      As shown in the table above,  total oil and gas sales  decreased  $413,469
      (29.4%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $105,000  and  $94,000,  respectively,  were  related to  decreases in the
      volumes of oil and gas sold and  approximately  $194,000  was related to a
      decrease  in the  average  price of oil sold.  Volumes of oil and gas sold
      decreased 5,403 barrels and 50,898 Mcf, respectively,  for the nine months
      ended  September  30, 1998 as compared to the nine months ended  September
      30, 1997. The decrease in volumes of oil sold resulted  primarily from (i)
      a positive  prior  period  volume  adjustment  made by a purchaser  on one
      significant  well during the nine months ended  September 30, 1997, (ii) a
      negative  prior period  volume  adjustment  made by the  purchasers on two
      significant  wells during the nine months ended  September  30, 1998,  and
      (iii) the normal  decline in  production  on one  significant  well due to
      diminishing  reserves.  The  decrease  in  volumes  of gas  sold  resulted
      primarily  from (i) the  shutting-in  of two  significant  wells  during a
      portion of the nine months  ended  September  30, 1998 in order to perform
      workovers  to improve the  recovery  of reserves  and (ii) the sale of one
      significant well during the nine months ended September 30, 1998.  Average
      oil and gas  prices  decreased  to $12.97  per  barrel  and $1.79 per Mcf,
      respectively, for the nine months ended September 30, 1998 from $19.35 per
      barrel  and  $1.85  per  Mcf,  respectively,  for the  nine  months  ended
      September 30, 1997.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-G
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September  30, 1998 and  recognized  a $23,094  gain on such sales.
      Similar sales during the nine months ended  September 30, 1997 resulted in
      the III-G Partnership recognizing similar gains totaling $4,974.




                                       59
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $45,258  (7.5%) for the nine  months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      56.5% for the nine months ended September 30, 1998 from 43.1% for the nine
      months ended September 30, 1997.  This  percentage  increase was primarily
      due to the decreases in the average  prices of oil and gas sold during the
      nine months ended  September 30, 1998 as compared to the nine months ended
      September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $188,680 (42.1%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted  primarily  from (i) the  decrease in volumes of oil and gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months ended September 30, 1997 and (ii) upward revisions in the estimates
      of remaining gas reserves at December 31, 1997. As a percentage of oil and
      gas sales,  this  expense  decreased  to 26.1% for the nine  months  ended
      September  30, 1998 from 31.8% for the nine  months  ended  September  30,
      1997. This percentage decrease resulted primarily from the dollar decrease
      in depreciation, depletion, and amortization.

      The III-G  Partnership  recognized a non-cash  charge against  earnings of
      $1,449,404  during the nine  months  ended  September  30,  1997.  Of this
      amount,  $1,010,738 was related to a decline in oil and gas prices used to
      determine the  recoverability  of proved oil and gas reserves at March 31,
      1997 and $438,666 was related to the  writing-off of unproved  properties.
      These unproved  properties were written off based on the General Partner's
      determination that it was unlikely that such properties would be developed
      due to the low oil and gas prices  received  over the prior  several years
      and  provisions in the III-G  Partnership's  partnership  agreement  which
      limit the level of permissible drilling activity.  No similar charges were
      necessary during the nine months ended September 30, 1998.

      General and  administrative  expenses decreased $2,417 (2.1%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 11.2% for the nine months ended  September 30, 1998 from 8.1%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and sales.

      The Limited Partners have received cash  distributions  through  September
      30,  1998  totaling  $5,743,287  or 47.11% of  Limited  Partners'  capital
      contributions.



                                       60
<PAGE>



                          PART II. OTHER INFORMATION

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 September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

             27.2       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  III-B  Partnership's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

             27.3       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  III-C  Partnership's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

             27.4       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  III-D  Partnership's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

             27.5       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  III-E  Partnership's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

             27.6       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  III-F  Partnership's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

             27.7       Financial  Data Schedule  containing  summary  financial
                        information   extracted  from  the  III-G  Partnership's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

                        All other exhibits are omitted as inapplicable.

      (b) Reports on Form 8-K.

            None.



                                       61
<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:  November 12, 1998            By:       /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  November 12, 1998            By:      /s/Patrick M. Hall
                                       --------------------------------
                                            (Signature)
                                            Patrick M. Hall
                                            Principal Accounting Officer



                                       62
<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 September 30, 1998 and for the nine
            months ended September 30, 1998, 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 September 30, 1998 and for the nine
            months ended September 30, 1998, 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 September 30, 1998 and for the nine
            months ended September 30, 1998, 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 September 30, 1998 and for the nine
            months ended September 30, 1998, 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 September 30, 1998 and for the nine
            months ended September 30, 1998, 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 September 30, 1998 and for the nine
            months ended September 30, 1998, 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 September 30, 1998 and for the nine
            months ended September 30, 1998, filed herewith.

            All other exhibits are omitted as inapplicable.

<TABLE> <S> <C>

<ARTICLE>                          5
<CIK>                              0000860745     
<NAME>                             GEODYNE ENERGY INCOME LTD PARTNERSHIP III-A
                                    
<S>                                <C>
<PERIOD-TYPE>                      9-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-START>                     JAN-01-1998
<PERIOD-END>                       SEP-30-1998
<CASH>                                   324,860
<SECURITIES>                                   0
<RECEIVABLES>                            265,218
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                         590,078
<PP&E>                                17,208,053
<DEPRECIATION>                        14,914,578
<TOTAL-ASSETS>                         3,083,275
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                          0
                                    0
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</TABLE>

<TABLE> <S> <C>

<ARTICLE>                          5
<CIK>                              0000863835     
<NAME>                             GEODYNE ENERGY INCOME LTD PARTNERSHIP III-B
                                    
<S>                                <C>
<PERIOD-TYPE>                      9-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-START>                     JAN-01-1998
<PERIOD-END>                       SEP-30-1998
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<CURRENT-LIABILITIES>                     29,584
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                          0
                                    0
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<TOTAL-REVENUES>                         998,363
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</TABLE>

<TABLE> <S> <C>

<ARTICLE>                          5
<CIK>                              0000863837     
<NAME>                             GEODYNE ENERGY INCOME LTD PARTNERSHIP III-C
                                    
<S>                                <C>
<PERIOD-TYPE>                      9-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-START>                     JAN-01-1998
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                          0
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<EPS-PRIMARY>                               4.24
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</TABLE>

<TABLE> <S> <C>

<ARTICLE>                          5
<CIK>                              0000870229     
<NAME>                             GEODYNE ENERGY INCOME LTD PARTNERSHIP III-D
                                    
<S>                                <C>
<PERIOD-TYPE>                      9-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-START>                     JAN-01-1998
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                          0
                                    0
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</TABLE>

<TABLE> <S> <C>

<ARTICLE>                          5
<CIK>                              0000872121     
<NAME>                             GEODYNE ENERGY INCOME LTD PARTNERSHIP III-E
                                    
<S>                                <C>
<PERIOD-TYPE>                      9-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-START>                     JAN-01-1998
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<DEPRECIATION>                        27,112,198
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                          0
                                    0
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<SALES>                                4,995,623
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<NET-INCOME>                           1,146,679
<EPS-PRIMARY>                               2.53
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</TABLE>

<TABLE> <S> <C>

<ARTICLE>                          5
<CIK>                              0000873739     
<NAME>                             GEODYNE ENERGY INCOME LTD PARTNERSHIP III-F
                                    
<S>                                <C>
<PERIOD-TYPE>                      9-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-START>                     JAN-01-1998
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                          0
                                    0
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<TOTAL-LIABILITY-AND-EQUITY>           3,875,858
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<CHANGES>                                      0
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<EPS-PRIMARY>                               0.70
<EPS-DILUTED>                                  0
        
 

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                          5
<CIK>                              0000879815     
<NAME>                             GEODYNE ENERGY INCOME LTD PARTNERSHIP III-G
                                    
<S>                                <C>
<PERIOD-TYPE>                      9-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-START>                     JAN-01-1998
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<TOTAL-ASSETS>                         2,299,266
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                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                             2,070,147
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<EPS-PRIMARY>                               0.65
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</TABLE>


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