GEODYNE ENERGY INCOME LTD PARTNERSHIP III-A
10-Q, 1998-08-13
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 June 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

                                              June 30,         December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  330,161        $  522,371
   Accounts receivable:
      Oil and gas sales                          347,765           524,541
      Other                                            -               308
                                              ----------        ----------
        Total current assets                  $  677,926        $1,047,220

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,408,823         2,669,949

DEFERRED CHARGE                                  199,722           199,722
                                              ----------        ----------
                                              $3,286,471        $3,916,891
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   33,357        $   39,622
   Gas imbalance payable                          38,418            38,418
                                              ----------        ----------
        Total current liabilities             $   71,775        $   78,040

ACCRUED LIABILITY                             $   51,905        $   51,905

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  209,493)      ($  198,271)
   Limited Partners, issued and
      outstanding, 263,976 units               3,372,284         3,985,217
                                              ----------        ----------
        Total Partners' capital               $3,162,791        $3,786,946
                                              ----------        ----------
                                              $3,286,471        $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 JUNE 30, 1998 AND 1997
                                 (Unaudited)


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

REVENUES:
   Oil and gas sales                            $528,972          $850,857
   Interest income                                 4,634             8,201
   Gain on sale of oil and gas
      properties                                  11,927            11,503
                                                --------          --------
                                                $545,533          $870,561

COSTS AND EXPENSES:
   Lease operating                              $131,298          $131,357
   Production tax                                 44,517            76,143
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 127,805           237,375
   General and administrative
      (Note 2)                                    73,302            84,383
                                                --------          --------
                                                $376,922          $529,258
                                                --------          --------

NET INCOME                                      $168,611          $341,303
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 13,311          $ 26,150
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $155,300          $315,153
                                                ========          ========
NET INCOME per unit                             $    .59          $   1.19
                                                ========          ========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,145,173        $1,866,601
   Interest income                                10,597            13,478
   Gain (loss) on sale of oil and
      gas properties                              20,041       (    10,455)
                                              ----------        ----------
                                              $1,175,811        $1,869,624

COSTS AND EXPENSES:
   Lease operating                            $  210,655        $  261,989
   Production tax                                 88,936           148,238
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 271,374           485,351
   Impairment provision                                -         1,617,006
   General and administrative
      (Note 2)                                   164,433           164,737
                                              ----------        ----------
                                              $  735,398        $2,677,321
                                              ----------        ----------

NET INCOME (LOSS)                             $  440,413       ($  807,697)
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   32,346        $   43,035
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)          $  408,067       ($  850,732)
                                              ==========        ==========
NET INCOME (LOSS) per unit                    $     1.55       ($     3.22)
                                              ==========        ==========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                              -----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                          $  440,413       ($  807,697)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               271,374           485,351
      Impairment provision                             -         1,617,006
      (Gain) loss on sale of oil and
        gas properties                       (    20,041)           10,455
      Decrease in accounts receivable -
        oil and gas sales                        176,776           174,966
      Decrease in accounts receivable -
        other                                        308                 -
      Decrease in accounts payable           (     6,265)      (     4,825)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $  862,565        $1,475,256
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($   12,009)       $        -
   Proceeds from sale of oil and
      gas properties                              21,802           514,004
                                              ----------        ----------
Net cash provided by investing
   activities                                 $    9,793        $  514,004
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,064,568)      ($1,457,030)
                                              ----------        ----------
Net cash used by financing activities        ($1,064,568)      ($1,457,030)
                                              ----------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                          ($  192,210)       $  532,230

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           522,371           610,116
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  330,161        $1,142,346
                                              ==========        ==========


            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


                                              June 30,         December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  147,568        $  305,288
   Accounts receivable:
      Oil and gas sales                          204,642           307,724
      Other                                            -               130
                                              ----------        ----------
        Total current assets                  $  352,210        $  613,142

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,349,713         1,499,148

DEFERRED CHARGE                                  136,296           136,296
                                              ----------        ----------
                                              $1,838,219        $2,248,586
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   19,773        $   19,432
   Gas imbalance payable                           6,676             6,676
                                              ----------        ----------
        Total current liabilities             $   26,449        $   26,108

ACCRUED LIABILITY                             $   28,494        $   28,494

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   89,270)      ($   97,840)
   Limited Partners, issued and
      outstanding, 138,336 units               1,872,546         2,291,824
                                              ----------        ----------
        Total Partners' capital               $1,783,276        $2,193,984
                                              ----------        ----------
                                              $1,838,219        $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 JUNE 30, 1998 AND 1997
                                 (Unaudited)


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

REVENUES:
   Oil and gas sales                            $304,200          $501,249
   Interest income                                 2,437             4,541
   Gain on sale of oil and gas
      properties                                       -             2,520
                                                --------          --------
                                                $306,637          $508,310

COSTS AND EXPENSES:
   Lease operating                              $ 87,537          $ 72,004
   Production tax                                 25,488            43,524
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  75,547           136,406
   General and administrative
      (Note 2)                                    38,360            44,220
                                                --------          --------
                                                $226,932          $296,154
                                                --------          --------

NET INCOME                                      $ 79,705          $212,156
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 22,167          $ 15,837
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $ 57,538          $196,319
                                                ========          ========
NET INCOME per unit                             $    .42          $   1.42
                                                ========          ========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


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

REVENUES:
   Oil and gas sales                            $690,483        $1,094,356
   Interest income                                 5,890             7,661
   Gain (loss) on sale of oil
      and gas properties                             815       (     7,673)
                                                --------        ----------
                                                $697,188        $1,094,344

COSTS AND EXPENSES:
   Lease operating                              $130,947        $  158,262
   Production tax                                 53,738            85,550
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 163,207           275,709
   Impairment provision                                -           738,122
   General and administrative
      (Note 2)                                    86,134            86,447
                                                --------        ----------
                                                $434,026        $1,344,090
                                                --------        ----------

NET INCOME (LOSS)                               $263,162       ($  249,746)
                                                ========        ==========
GENERAL PARTNER - NET INCOME                    $ 61,440        $   27,683
                                                ========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)            $201,722       ($  277,429)
                                                ========        ==========
NET INCOME (LOSS) per unit                      $   1.46       ($     2.01)
                                                ========        ==========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                               ---------         ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                            $263,162         ($249,746)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               163,207           275,709
      Impairment provision                             -           738,122
      (Gain) loss on sale of oil and
        gas properties                         (     815)            7,673
      Decrease in accounts receivable -
        oil and gas sales                        103,082            97,603
      Decrease in accounts receivable -
        other                                        130                 -
      Increase (decrease) in accounts
        payable                                      341         (   1,159)
                                                --------          --------
Net cash provided by operating
   activities                                   $529,107          $868,202
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 13,772)         $      -
   Proceeds from sale of oil and
      gas properties                                 815           251,187
                                                --------          --------
Net cash provided (used) by
   investing activities                        ($ 12,957)         $251,187
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($673,870)        ($878,703)
                                                --------          --------
Net cash used by financing activities          ($673,870)        ($878,703)
                                                --------          --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($157,720)         $240,686

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           305,288           376,603
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $147,568          $617,289
                                                ========          ========

            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


                                              June 30,         December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  534,505        $  540,911
   Accounts receivable:
      Oil and gas sales                          373,582           497,683
      Other                                            -                54
                                              ----------        ----------
        Total current assets                  $  908,087        $1,038,648

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               3,235,610         3,442,631

DEFERRED CHARGE                                   86,649            86,649
                                              ----------        ----------
                                              $4,230,346        $4,567,928
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   44,132        $   53,049
   Gas imbalance payable                          30,493            30,493
                                              ----------        ----------
        Total current liabilities             $   74,625        $   83,542

ACCRUED LIABILITY                             $  142,828        $  142,828

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  180,817)      ($  171,438)
   Limited Partners, issued and
      outstanding, 244,536 units               4,193,710         4,512,996
                                              ----------        ----------
        Total Partners' capital               $4,012,893        $4,341,558
                                              ----------        ----------
                                              $4,230,346        $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 JUNE 30, 1998 AND 1997
                                 (Unaudited)


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

REVENUES:
   Oil and gas sales                            $553,291        $658,254
   Interest income                                 5,201           6,155
   Gain on sale of oil and gas
      properties                                 238,632          59,929
                                                --------        --------
                                                $797,124        $724,338

COSTS AND EXPENSES:
   Lease operating                              $134,020        $105,808
   Production tax                                 41,763          49,743
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 144,719         180,778
   General and administrative
      (Note 2)                                    68,021          77,297
                                                --------        --------
                                                $388,523        $413,626
                                                --------        --------

NET INCOME                                      $408,601        $310,712
                                                ========        ========
GENERAL PARTNER - NET INCOME                    $ 25,959        $ 22,166
                                                ========        ========
LIMITED PARTNERS - NET INCOME                   $382,642        $288,546
                                                ========        ========
NET INCOME per unit                             $   1.57        $   1.18
                                                ========        ========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,234,156        $1,600,086
   Interest income                                10,949            10,692
   Gain on sale of oil and gas
      properties                                 405,333            55,672
                                              ----------        ----------
                                              $1,650,438        $1,666,450

COSTS AND EXPENSES:
   Lease operating                            $  240,709        $  252,645
   Production tax                                 88,703           120,242
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 282,806           387,216
   Impairment provision                                -         1,696,417
   General and administrative
      (Note 2)                                   152,453           157,971
                                              ----------        ----------
                                              $  764,671        $2,614,491
                                              ----------        ----------

NET INCOME (LOSS)                             $  885,767       ($  948,041)
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   55,053        $   35,409
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)          $  830,714       ($  983,450)
                                              ==========        ==========
NET INCOME (LOSS) per unit                    $     3.40       ($     4.02)
                                              ==========        ==========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)
                                                 1998              1997
                                              -----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                          $  885,767       ($  948,041)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               282,806           387,216
      Impairment provision                             -         1,696,417
      Gain on sale of oil and gas
        properties                           (   405,333)      (    55,672)
      Decrease in accounts receivable -
        oil and gas sales                        124,101           186,766
      Decrease in accounts receivable -
        General Partner                                -            35,086
     Decrease in accounts receivable -
        other                                         54                 -
      Decrease in accounts payable           (     8,917)      (    15,381)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $  878,478        $1,286,391
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($  114,444)       $        -
   Proceeds from sale of oil and
      gas properties                             443,992           151,318
                                              ----------        ----------
Net cash provided by investing
   activities                                 $  329,548        $  151,318
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,214,432)      ($1,365,150)
                                              ----------        ----------
Net cash used by financing activities        ($1,214,432)      ($1,365,150)
                                              ----------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                          ($    6,406)       $   72,559

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           540,911           537,233
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  534,505        $  609,792
                                              ==========        ==========

            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


                                              June 30,         December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  236,221        $  298,964
   Accounts receivable:
      Oil and gas sales                          307,552           361,775
                                              ----------        ----------
        Total current assets                  $  543,773        $  660,739

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,108,673         2,211,248

DEFERRED CHARGE                                   18,875            18,875
                                              ----------        ----------
                                              $2,671,321        $2,890,862
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   65,274        $  114,286
                                              ----------        ----------
        Total current liabilities             $   65,274        $  114,286

ACCRUED LIABILITY                             $  201,934        $  201,934

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   63,538)      ($   62,091)
   Limited Partners, issued and
      outstanding, 131,008 units               2,467,651         2,636,733
                                              ----------        ----------
        Total Partners' capital               $2,404,113        $2,574,642
                                              ----------        ----------
                                              $2,671,321        $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 JUNE 30, 1998 AND 1997
                                 (Unaudited)


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

REVENUES:
   Oil and gas sales                            $434,401          $490,474
   Interest income                                 1,973             3,982
   Gain on sale of oil and
      gas properties                              34,618            18,488
                                                --------          --------
                                                $470,992          $512,944

COSTS AND EXPENSES:
   Lease operating                              $130,236          $146,648
   Production tax                                 30,165            33,046
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  80,961           102,659
   General and administrative
      (Note 2)                                    36,314            41,933
                                                --------          --------
                                                $277,676          $324,286
                                                --------          --------

NET INCOME                                      $193,316          $188,658
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 12,806          $ 13,340
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $180,510          $175,318
                                                ========          ========
NET INCOME per unit                             $   1.38          $   1.34
                                                ========          ========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


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

REVENUES:
   Oil and gas sales                            $912,164        $1,261,524
   Interest income                                 4,770             6,417
   Gain on sale of oil and
      gas properties                              58,772            20,468
                                                --------        ----------
                                                $975,706        $1,288,409

COSTS AND EXPENSES:
   Lease operating                              $278,473        $  324,874
   Production tax                                 59,696            89,602
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 157,568           217,457
   Impairment provision                                -           932,243
   General and administrative
      (Note 2)                                    82,093            85,277
                                                --------        ----------
                                                $577,830        $1,649,453
                                                --------        ----------

NET INCOME (LOSS)                               $397,876       ($  361,044)
                                                ========        ==========
GENERAL PARTNER - NET INCOME                    $ 25,958        $   27,615
                                                ========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)            $371,918       ($  388,659)
                                                ========        ==========
NET INCOME (LOSS) per unit                      $   2.84       ($     2.97)
                                                ========        ==========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


                                                  1998             1997
                                                ---------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                            $397,876         ($361,044)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               157,568           217,457
      Impairment provision                             -           932,243
      Gain on sale of oil and gas
        properties                             (  58,772)        (  20,468)
      Decrease in accounts receivable -
        oil and gas sales                         54,223            95,612
      Decrease in accounts payable             (  49,012)        (  56,355)
                                                --------          --------
Net cash provided by operating
   activities                                   $501,883          $807,445
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 58,992)        ($  3,630)
   Proceeds from sale of oil and
      gas properties                              62,771            22,200
                                                --------          --------
Net cash provided by investing
   activities                                   $  3,779          $ 18,570
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($568,405)        ($824,492)
                                                --------          --------
Net cash used by financing activities          ($568,405)        ($824,492)
                                                --------          --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($ 62,743)         $  1,523

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           298,964           319,245
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $236,221          $320,768
                                                ========          ========



            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


                                           June 30,           December 31,
                                             1998                1997
                                          -----------         ------------

CURRENT ASSETS:
   Cash and cash equivalents               $   975,322         $ 1,114,574
   Accounts receivable:
      Oil and gas sales                      1,213,109           1,361,797
                                           -----------         -----------
        Total current assets               $ 2,188,431         $ 2,476,371

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                            8,080,674           8,716,929

DEFERRED CHARGE                                204,087             204,087
                                           -----------         -----------
                                           $10,473,192         $11,397,387
                                           ===========         ===========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                        $   417,520         $   693,518
   Gas imbalance payable                       142,749             142,749
                                           -----------         -----------
        Total current liabilities          $   560,269         $   836,267

ACCRUED LIABILITY                          $   320,943         $   320,943

PARTNERS' CAPITAL (DEFICIT):
   General Partner                        ($   209,949)       ($   209,050)
   Limited Partners, issued and
      outstanding, 418,266 units             9,801,929          10,449,227
                                           -----------         -----------
        Total Partners' capital            $ 9,591,980         $10,240,177
                                           -----------         -----------
                                           $10,473,192         $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 JUNE 30, 1998 AND 1997
                                 (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,848,422        $2,106,131
   Interest income                                11,826            14,349
   Loss on sale of oil and
      gas properties                                   -       (       310)
                                              ----------        ----------
                                              $1,860,248        $2,120,170

COSTS AND EXPENSES:
   Lease operating                            $  787,494        $  878,585
   Production tax                                136,632           146,797
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 308,628           439,561
   General and administrative
      (Note 2)                                   115,908           134,109
                                              ----------        ----------
                                              $1,348,662        $1,599,052
                                              ----------        ----------

NET INCOME                                    $  511,586        $  521,118
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   37,333        $   42,920
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  474,253        $  478,198
                                              ==========        ==========
NET INCOME per unit                           $     1.14        $     1.14
                                              ==========        ==========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


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

REVENUES:
   Oil and gas sales                          $3,621,740        $5,036,109
   Interest income                                24,028            23,361
   Gain (loss) on sale of oil
      and gas properties                          37,161       (       310)
                                              ----------        ----------
                                              $3,682,929        $5,059,160

COSTS AND EXPENSES:
   Lease operating                            $1,520,705        $1,802,566
   Production tax                                250,863           355,271
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 604,646           929,643
   Impairment provision                                -         2,893,438
   General and administrative
      (Note 2)                                   267,045           271,154
                                              ----------        ----------
                                              $2,643,259        $6,252,072
                                              ----------        ----------

NET INCOME (LOSS)                             $1,039,670       ($1,192,912)
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   74,968        $   92,110
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)          $  964,702       ($1,285,022)
                                              ==========        ==========
NET INCOME (LOSS) per unit                    $     2.31       ($     3.07)
                                              ==========        ==========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)

                                                 1998              1997
                                              -----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                          $1,039,670       ($1,192,912)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               604,646           929,643
      Impairment provision                             -         2,893,438
      (Gain) loss on sale of oil and
        gas properties                       (    37,161)              310
      Decrease in accounts receivable -
        oil and gas sales                        148,688           253,271
      Decrease in accounts payable           (   275,998)      (   271,385)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $1,479,845        $2,612,365
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($    2,013)      ($   55,330)
   Proceeds from sale of oil and
      gas properties                              70,783             6,050
                                              ----------        ----------
Net cash provided (used) by
   investing activities                       $   68,770       ($   49,280)
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,687,867)      ($2,694,993)
                                              ----------        ----------
Net cash used by financing activities        ($1,687,867)      ($2,694,993)
                                              ----------        ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                               ($  139,252)      ($  131,908)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         1,114,574         1,243,143
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  975,322        $1,111,235
                                              ==========        ==========


            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


                                              June 30,         December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  376,216        $  541,382
   Accounts receivable:
      Oil and gas sales                          314,020           472,746
      Other                                        9,631             9,631
                                              ----------        ----------
        Total current assets                  $  699,867        $1,023,759

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               3,271,383         3,604,665

DEFERRED CHARGE                                  124,393           124,393
                                              ----------        ----------
                                              $4,095,643        $4,752,817
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  147,048        $  165,963
   Gas imbalance payable                         119,864           119,864
                                              ----------        ----------
        Total current liabilities             $  266,912        $  285,827

ACCRUED LIABILITY                             $  159,275        $  159,275

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  157,905)      ($  146,427)
   Limited Partners, issued and
      outstanding, 221,484 units               3,827,361         4,454,142
                                              ----------        ----------
        Total Partners' capital               $3,669,456        $4,307,715
                                              ----------        ----------
                                              $4,095,643        $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 JUNE 30, 1998 AND 1997
                                 (Unaudited)


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

REVENUES:
   Oil and gas sales                            $570,778          $691,158
   Interest income                                 5,604             6,846
   Loss on sale of oil and gas
      properties                                       -         (     233)
                                                --------          --------
                                                $576,382          $697,771

COSTS AND EXPENSES:
   Lease operating                              $321,279          $245,827
   Production tax                                 48,942            39,891
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 156,742           263,240
   General and administrative
      (Note 2)                                    61,324            70,982
                                                --------          --------
                                                $588,287          $619,940
                                                --------          --------

NET INCOME (LOSS)                              ($ 11,905)         $ 77,831
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  5,394          $ 14,079
                                                ========          ========
LIMITED PARTNERS - NET INCOME (LOSS)           ($ 17,299)         $ 63,752
                                                ========          ========
NET INCOME (LOSS) per unit                     ($    .08)         $    .29
                                                ========          ========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,235,009        $1,625,145
   Interest income                                11,810            11,424
   Gain (loss) on sale of oil and
      gas properties                              28,061       (       233)
                                              ----------        ----------
                                              $1,274,880        $1,636,336

COSTS AND EXPENSES:
   Lease operating                            $  568,306        $  530,658
   Production tax                                 91,395            86,748
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 303,943           534,918
   Impairment provision                                -         2,884,405
   General and administrative
      (Note 2)                                   137,777           143,163
                                              ----------        ----------
                                              $1,101,421        $4,179,892
                                              ----------        ----------

NET INCOME (LOSS)                             $  173,459       ($2,543,556)
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   20,240        $    9,024
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)          $  153,219       ($2,552,580)
                                              ==========        ==========
NET INCOME (LOSS) per unit                    $      .69       ($    11.52)
                                              ==========        ==========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                                ---------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                            $173,459       ($2,543,556)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               303,943           534,918
      Impairment provision                             -         2,884,405
      (Gain) loss on sale of oil and
        gas properties                         (  28,061)              233
      Decrease in accounts receivable -
        oil and gas sales                        158,726           183,475
      Decrease in accounts payable             (  18,915)      (    18,730)
                                                --------        ----------
Net cash provided by operating
   activities                                   $589,152        $1,040,745
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($      9)      ($    9,285)
   Proceeds from sale of oil and
      gas properties                              57,409             5,567
                                                --------        ----------
Net cash provided (used) by
   investing activities                         $ 57,400       ($    3,718)
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($811,718)      ($1,054,457)
                                                --------        ----------
Net cash used by financing activities          ($811,718)      ($1,054,457)
                                                --------        ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($165,166)      ($   17,430)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           541,382           504,658
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $376,216        $  487,228
                                                ========        ==========


            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


                                              June 30,         December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  203,724        $  351,163
   Accounts receivable:
      Oil and gas sales                          200,660           285,689
      General Partner                                  -            13,140
      Other                                        6,369             6,369
                                              ----------        ----------
        Total current assets                  $  410,753        $  656,361

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,950,861         2,141,289

DEFERRED CHARGE                                   75,406            75,406
                                              ----------        ----------
                                              $2,437,020        $2,873,056
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   88,735        $  101,925
   Gas imbalance payable                          59,607            59,607
                                              ----------        ----------
        Total current liabilities             $  148,342        $  161,532

ACCRUED LIABILITY                             $   89,310        $   89,310

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   92,187)      ($   85,608)
   Limited Partners, issued and
      outstanding, 121,925 units               2,291,555         2,707,822
                                              ----------        ----------
        Total Partners' capital               $2,199,368        $2,622,214
                                              ----------        ----------
                                              $2,437,020        $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 JUNE 30, 1998 AND 1997
                                 (Unaudited)


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

REVENUES:
   Oil and gas sales                            $349,671          $434,013
   Interest income                                 3,008             4,431
   Gain on sale of oil and
      gas properties                               1,415             4,943
                                                --------          --------
                                                $354,094          $443,387

COSTS AND EXPENSES:
   Lease operating                              $196,420          $158,170
   Production tax                                 27,760            24,255
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  96,515           147,683
   General and administrative
      (Note 2)                                    33,773            39,131
                                                --------          --------
                                                $354,468          $369,239
                                                --------          --------

NET INCOME (LOSS)                              ($    374)         $ 74,148
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  3,691          $  9,394
                                                ========          ========
LIMITED PARTNERS - NET INCOME (LOSS)           ($  4,065)         $ 64,754
                                                ========          ========
NET INCOME per unit                             $    .03          $    .53
                                                ========          ========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


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

REVENUES:
   Oil and gas sales                            $745,490        $1,007,130
   Interest income                                 6,758             7,392
   Gain on sale of oil and
      gas properties                              23,189             4,943
                                                --------        ----------
                                                $775,437        $1,019,465

COSTS AND EXPENSES:
   Lease operating                              $361,084        $  345,188
   Production tax                                 52,305            52,422
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 187,342           300,196
   Impairment provision                                -         1,449,404
   General and administrative
      (Note 2)                                    75,876            78,891
                                                --------        ----------
                                                $676,607        $2,226,101
                                                --------        ----------

NET INCOME (LOSS)                               $ 98,830       ($1,206,636)
                                                ========        ==========
GENERAL PARTNER - NET INCOME                    $ 12,097        $    9,283
                                                ========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)            $ 86,733       ($1,215,919)
                                                ========        ==========
NET INCOME (LOSS) per unit                      $    .71       ($     9.97)
                                                ========        ==========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                                ---------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                            $ 98,830       ($1,206,636)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               187,342           300,196
      Impairment provision                             -         1,449,404
      Gain on sale of oil and gas
        properties                             (  23,189)      (     4,943)
      Decrease in accounts receivable -
        oil and gas sales                         85,029           111,963
      Decrease in accounts receivable -
        General Partner                           13,140                 -
      Decrease in accounts payable             (  13,190)      (    11,037)
                                                --------        ----------
Net cash provided by operating
   activities                                   $347,962        $  638,947
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($  7,543)      ($   11,956)
   Proceeds from sale of oil and
      gas properties                              33,818            12,817
                                                --------        ----------
Net cash provided by investing
   activities                                   $ 26,275        $      861
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($521,676)      ($  610,610)
                                                --------        ----------
Net cash used by financing activities          ($521,676)      ($  610,610)
                                                --------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($147,439)       $   29,198

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           351,163           315,955
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $203,724        $  345,153
                                                ========        ==========

            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
                                JUNE 30, 1998
                                  (Unaudited)


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

      The balance  sheets as of June 30, 1998,  statements of operations for the
      three and six months ended June 30, 1998 and 1997,  and statements of cash
      flows for the six months  ended June 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 June 30, 1998,  the results of  operations  for the
      three and six months ended June 30, 1998 and 1997,  and the cash flows for
      the six months ended June 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  June  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 operations, including interest incurred to finance the



                                       30
<PAGE>



      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 six months ended June 30, 1997 pursuant to SFAS No.
      121 as follows:

                  Partnership                      Amount
                  -----------                    -----------
                    III-A                        $1,617,006
                    III-B                           738,122
                    III-C                         1,696,417
                    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 six months ended June 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 June 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                 $3,834                 $ 69,468
               III-B                  1,955                   36,405
               III-C                  3,668                   64,353
               III-D                  1,838                   34,476
               III-E                  5,838                  110,070
               III-F                  3,040                   58,284
               III-G                  1,688                   32,085

      During the six months ended June 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                $25,497                 $138,936
               III-B                 13,324                   72,810
               III-C                 23,747                  128,706
               III-D                 13,141                   68,952
               III-E                 46,905                  220,140
               III-F                 21,209                  116,568
               III-G                 11,706                   64,170

      Affiliates  of the  Partnerships  operate  certain  of  the  Partnerships'
      properties and their policy is to bill the  Partnerships for all customary
      charges and cost reimbursements associated with their activities.




                                       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 Program.

      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 June  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 six months ended June
      30, 1998 include  proceeds from the sale of oil and gas properties  during
      the six months ended June 30, 1998.  These  proceeds  received  during the
      first quarter were included in the Partnerships'  cash  distributions paid
      during May 1998, and the proceeds  received during the second quarter will
      be included in the Partnerships'  cash  distributions to be paid in August
      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  ratio  of  operating  expenses  as  compared  to
      reserves than the Partnerships' remaining properties.



                                       34
<PAGE>



      During the six months ended June 30, 1998 capital expenditures incurred by
      the  III-C  and  III-D   Partnerships   totaled   $114,444   and  $58,992,
      respectively. The expenditures in the III-C Partnership resulted primarily
      from the  successful  recompletion  attempt of the  Hefley  No.  2-37 well
      located  in  Wheeler  County,  Texas,  and the  unsuccessful  recompletion
      attempt of the Denson No. 1-17 well  located in Garvin  County,  Oklahoma.
      The III-C Partnership has a 17.1% and 24.3% interest, respectively, in the
      Hefley No. 2-37 and Denson No. 1-17 wells.  The  expenditures in the III-D
      Partnership resulted primarily from the successful recompletion attempt of
      the Hefley No. 2-37 well  mentioned  above.  The III-D  Partnership  has a
      14.3%  interest  in the Hefley No.  2-37 well.  These  recompletions  were
      attempted in order to improve the recovery of reserves.


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

                                                Three Months Ended June 30,
                                                ---------------------------
                                                    1998            1997
                                                  --------        --------
      Oil and gas sales                           $528,972        $850,857
      Oil and gas production expenses             $175,815        $207,500
      Barrels produced                               9,156          10,493
      Mcf produced                                 186,967         274,541
      Average price/Bbl                           $  12.26        $  18.88
      Average price/Mcf                           $   2.23        $   2.38

      As shown in the table above,  total oil and gas sales  decreased  $321,885
      (37.8%) for the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997. Of this  decrease,  approximately  $61,000 was
      related to a decrease in the average  price of oil sold and  $208,000  was
      related to a decrease in the  volumes of gas sold.  Volumes of oil and gas
      sold decreased 1,337 barrels and 87,574 Mcf,  respectively,  for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997.  The decrease in volumes of oil sold resulted  primarily from normal
      declines in production due to diminished reserves on two significant wells
      during the three months ended June 30, 1998. The decrease in the volume of
      gas sold resulted  primarily from (i) normal declines in production due to
      diminished  reserves on several  wells  during the three months ended June
      30, 1998,  (ii) the sale of several wells during 1997,  and (iii) positive
      prior period  volume  adjustments  made by a purchaser on one  significant
      well  during the three  months  ended June 30,  1997.  Average oil and gas
      prices decreased to $12.26 per barrel and $2.23 per Mcf, respectively, for
      the three  months ended June 30, 1998 from $18.88 per barrel and $2.38 per
      Mcf, respectively, for the three months ended June 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $31,685  (15.3%) for the three months ended
      June 30, 1998 as compared to the three months  ended June 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  decrease  in  volumes of oil and gas sold.
      These decreases were partially offset by (i) an increase in general repair
      and  maintenance  expenses on several  wells during the three months ended
      June 30, 1998 as compared to the three months ended June 30, 1997 and (ii)
      positive  prior period ad valorem tax  adjustments on several wells during
      the three months ended June 30, 1998.



                                       36
<PAGE>



      As a percentage of oil and gas sales,  these  expenses  increased to 33.2%
      for the three  months  ended June 30, 1998 from 24.4% for the three months
      ended June 30, 1997.  This  percentage  increase was  primarily due to the
      decreases  in the  average  prices  of oil and gas sold  during  the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997 and the factors  discussed above which partially  offset the decrease
      in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $109,570  (46.2%) for the three  months  ended June 30, 1998 as
      compared to the three months ended June 30,1997.  This  decrease  resulted
      primarily from (i) the decreases in volumes of oil and gas sold during the
      three  months  ended June 30, 1998 as compared to the three  months  ended
      June 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 24.2% for the three months ended June 30,
      1998 from 27.9% for the three months ended June 30, 1997.  This percentage
      decrease was primarily related to the upward revisions in the estimates of
      remaining oil and gas reserves discussed above.

      General and  administrative  expenses  decreased  $11,081  (13.1%) for the
      three  months  ended June 30, 1998 as compared to the three  months  ended
      June 30,  1997.  This  decrease  resulted  primarily  from a  decrease  in
      professional  fees during the three months ended June 30, 1998 as compared
      to the three months ended June 30,  1997.  As a percentage  of oil and gas
      sales,  these expenses  increased to 13.9% for the three months ended June
      30,  1998  from  9.9% for the  three  months  ended  June 30,  1997.  This
      percentage increase was primarily due to the decrease in oil and gas sales
      discussed above.

      SIX MONTHS  ENDED JUNE 30, 1998 AS  COMPARED TO THE SIX MONTHS  ENDED JUNE
      30, 1997.

                                                 Six Months Ended June 30,
                                                ---------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $1,145,173       $1,866,601
      Oil and gas production expenses           $  299,591       $  410,227
      Barrels produced                              19,117           21,627
      Mcf produced                                 398,938          560,309
      Average price/Bbl                         $    13.46       $    20.35
      Average price/Mcf                         $     2.23       $     2.55

      As shown in the table above,  total oil and gas sales decreased $721,428
      (38.6%)  for the six months  ended June 30,  1998 as compared to the six
      months ended June 30, 1997.  Of



                                       37
<PAGE>



      this  decrease,  approximately  $411,000  was related to a decrease in the
      volumes of gas sold and approximately $132,000 and $128,000, respectively,
      were  related  to  decreases  in the  average  prices of oil and gas sold.
      Volumes of oil and gas sold  decreased  2,510  barrels  and  161,371  Mcf,
      respectively,  for the six months  ended June 30,  1998 as compared to the
      six months ended June 30, 1997.  The  decreases in the volumes of oil sold
      resulted  primarily  from normal  declines in production due to diminished
      reserves on two  significant  wells  during the six months  ended June 30,
      1998. The decreases in the volumes of gas sold resulted primarily from (i)
      normal declines in production due to diminished  reserves on several wells
      during  the six months  ended  June 30,  1998 and (ii) the sale of several
      wells  during  1997.  Average oil and gas prices  decreased  to $13.46 per
      barrel and $2.23 per Mcf, respectively,  for the six months ended June 30,
      1998 from $20.35 per barrel and $2.55 per Mcf,  respectively,  for the six
      months ended June 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $110,636 (27.0%) for the six months ended June
      30, 1998 as compared to the six months ended June 30, 1997.  This decrease
      resulted  primarily from a decrease in both  production  taxes  associated
      with the  decrease  in oil and gas  sales  and  lease  operating  expenses
      associated  with the  decreases  in volumes of oil and gas sold during the
      six months  ended June 30, 1998 as  compared to the six months  ended June
      30, 1997. As a percentage of oil and gas sales,  these expenses  increased
      to 26.2% for the six  months  ended  June 30,  1998 from 22.0% for the six
      months ended June 30, 1997. This percentage  increase was primarily due to
      the  decreases  in the  average  prices of oil and gas sold during the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $213,977  (44.1%)  for the six months  ended  June 30,  1998 as
      compared to the six months ended June 30,  1997.  This  decrease  resulted
      primarily  from (i) the decrease in volumes of oil and gas sold during the
      six months  ended June 30, 1998 as  compared to the six months  ended June
      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 23.7% for the six months  ended June 30, 1998
      from  26.0%  for the six  months  ended  June 30,  1997.  This  percentage
      decrease was  primarily  due to the upward  revisions in the  estimates of
      remaining oil and gas reserves discussed above.




                                       38
<PAGE>




      The III-A  Partnership  recognized a non-cash  charge against  earnings of
      $1,617,006  during the six months  ended June 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 June 30,
      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
      and  provisions in the III-A  Partnership's  partnership  agreement  which
      limit the level of permissible drilling activity.  No similar charges were
      necessary during the six months ended June 30, 1998.

      General and administrative  expenses remained  relatively constant for the
      six months  ended June 30, 1998 as  compared to the six months  ended June
      30, 1997. As a percentage of oil and gas sales,  these expenses  increased
      to 14.4%  for the six  months  ended  June 30,  1998 from 8.8% for the six
      months ended June 30, 1997. This percentage  increase was primarily due to
      the decrease in oil and gas sales discussed above.

      The Limited  Partners have received  cash  distributions  through June 30,
      1998  totaling   $24,585,701  or  93.14%  of  Limited   Partners'  capital
      contributions.

      III-B PARTNERSHIP

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

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $304,200         $501,249
      Oil and gas production expenses             $113,025         $115,528
      Barrels produced                               8,637            9,601
      Mcf produced                                  91,166          138,193
      Average price/Bbl                           $  12.68         $  19.08
      Average price/Mcf                           $   2.14         $   2.30

      As shown in the table above,  total oil and gas sales  decreased  $197,049
      (39.3%) for the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997. Of this decrease,  approximately  $108,000 was
      related to a decrease in volumes of 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 964 barrels and 47,027 Mcf, respectively, for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997. The decrease in volumes of oil sold resulted



                                       39
<PAGE>



      primarily from normal declines in production due to diminished reserves on
      three  significant  wells during the three months ended June 30, 1998. The
      decrease  in  volumes  of gas sold  resulted  primarily  from  (i)  normal
      declines in production due to diminished  reserves on several wells during
      the three months ended June 30,  1998,  (ii) the sale of several  wells in
      1997,  and  (iii)  positive  prior  period  volume  adjustments  made by a
      purchaser on one  significant  well during the three months ended June 30,
      1997.  Average oil and gas prices decreased to $12.68 per barrel and $2.14
      per Mcf,  respectively,  for the three  months  ended  June 30,  1998 from
      $19.08 per barrel and $2.30 per Mcf,  respectively,  for the three  months
      ended June 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $2,503 (2.2%) for the three months ended June
      30,  1998 as  compared  to the three  months  ended  June 30,  1997.  This
      decrease  resulted  primarily  from a decrease  in both  production  taxes
      associated  with the  decrease  in oil and gas sales  and lease  operating
      expenses  associated  with the  decrease  in  volumes of oil and gas sold.
      These decreases were partially offset by (i) an increase in general repair
      and  maintenance  expenses on several  wells during the three months ended
      June 30, 1998 as compared to the three months ended June 30, 1997 and (ii)
      positive  prior period ad valorem tax  adjustments on several wells during
      the three  months  ended June 30,  1998.  As a  percentage  of oil and gas
      sales,  these expenses  increased to 37.2% for the three months ended June
      30,  1998 from  23.0% for the  three  months  ended  June 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  June 30,  1998 as
      compared to the three months ended June 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $60,859  (44.6%)  for the three  months  ended June 30, 1998 as
      compared to the three months ended June 30, 1997.  This decrease  resulted
      primarily from (i) the decreases in volumes of oil and gas sold during the
      three  months  ended June 30, 1998 as compared to the three  months  ended
      June 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 24.8% for the three months ended June 30,
      1998 from 27.2% for the three months ended June 30, 1997.  The  percentage
      decrease was  primarily  due to the upward  revisions in the  estimates of
      remaining oil and gas reserves discussed above.




                                       40
<PAGE>



      General and administrative expenses decreased $5,860 (13.3%) for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997.  This decrease  resulted  primarily from a decrease in  professional
      fees during the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997.  As a percentage  of oil and gas sales,  these
      expenses  increased to 12.6% for the three months ended June 30, 1998 from
      8.8% for the three months ended June 30, 1997.  This  percentage  increase
      was primarily due to the decrease in oil and gas sales discussed above.

      SIX MONTHS  ENDED JUNE 30, 1998 AS  COMPARED TO THE SIX MONTHS  ENDED JUNE
      30, 1997.

                                                   Six Months Ended June 30,
                                                  --------------------------
                                                    1998            1997
                                                  --------       ----------
      Oil and gas sales                           $690,483       $1,094,356
      Oil and gas production expenses             $184,685       $  243,812
      Barrels produced                              18,645           19,258
      Mcf produced                                 197,037          280,208
      Average price/Bbl                           $  13.88       $    20.45
      Average price/Mcf                           $   2.19       $     2.50

      As shown in the table above,  total oil and gas sales  decreased  $403,873
      (36.9%)  for the six months  ended June 30,  1998 as  compared  to the six
      months ended June 30, 1997. Of this decrease,  approximately  $208,000 was
      related to a decrease  in volumes of gas sold and  approximately  $123,000
      and $61,000, respectively, were related to decreases in the average prices
      of oil and gas sold. Volumes of oil and gas sold decreased 613 barrels and
      83,171  Mcf,  respectively,  for the six  months  ended  June 30,  1998 as
      compared to the six months ended June 30, 1997. The decrease in volumes of
      gas sold resulted  primarily from (i) normal declines in production due to
      diminished  reserves on several wells during the six months ended June 30,
      1998,  (ii) the sale of several wells in 1997,  and (iii)  positive  prior
      period  volume  adjustments  made by a purchaser on one  significant  well
      during the six  months  ended June 30,  1997.  Average  oil and gas prices
      decreased  to $13.88 per barrel and $2.19 per Mcf,  respectively,  for the
      six months  ended June 30,  1998 from $20.45 per barrel and $2.50 per Mcf,
      respectively, for the six months ended June 30, 1997.





                                       41
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $59,127 (24.3%) for the six months ended June
      30, 1998 as compared to the six months ended June 30, 1997.  This decrease
      resulted primarily from (i) a decrease in production taxes associated with
      the  decrease  in oil and gas  sales  discussed  above,  (ii)  the sale of
      several  wells in 1997,  and  (iii)  the  refund  of  prior  period  lease
      operating  expenses by the operator on one significant well during the six
      months ended June 30, 1998.  As a percentage  of oil and gas sales,  these
      expenses  increased  to 26.7% for the six months  ended June 30, 1998 from
      22.3% for the six months ended June 30, 1997. This percentage increase was
      primarily due to the  decreases in the average  prices of oil and gas sold
      for the six months ended June 30, 1998 as compared to the six months ended
      June 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $112,502  (40.8%)  for the six months  ended  June 30,  1998 as
      compared to the six months ended June 30,  1997.  This  decrease  resulted
      primarily  from (i) the decrease in volumes of oil and gas sold during the
      six months  ended June 30, 1998 as  compared to the six months  ended June
      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 23.6% for the six months  ended June 30, 1998
      from 25.2% for the six months ended June 30, 1997.

      The III-B  Partnership  recognized a non-cash  charge against  earnings of
      $738,122  during  the six  months  ended June 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 six months ended June 30, 1998.

      General and administrative  expenses remained  relatively constant for the
      six months  ended June 30, 1998 as  compared to the six months  ended June
      30, 1997. As a percentage of oil and gas sales,  these expenses  increased
      to 12.5%  for the six  months  ended  June 30,  1998 from 7.9% for the six
      months ended June 30, 1997. This percentage  increase was primarily due to
      the decrease in oil and gas sales discussed above.




                                       42
<PAGE>



      The Limited  Partners have received  cash  distributions  through June 30,
      1998  totaling   $14,338,353  or  103.65%  of  Limited  Partners'  capital
      contributions.

      III-C PARTNERSHIP

      THREE  MONTHS  ENDED JUNE 30, 1998 AS COMPARED TO THE THREE  MONTHS  ENDED
      JUNE 30, 1997.
 
                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $553,291         $658,254
      Oil and gas production expenses             $175,783         $155,551
      Barrels produced                               5,887            6,448
      Mcf produced                                 278,152          268,585
      Average price/Bbl                           $  13.01         $  20.11
      Average price/Mcf                           $   1.71         $   1.97

      As shown in the table above,  total oil and gas sales  decreased  $104,963
      (15.9%) for the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997. Of this  decrease,  approximately  $42,000 and
      $71,000, respectively,  were related to decreases in the average prices of
      oil and gas sold and  approximately  $11,000  was related to a decrease in
      the  volumes of oil sold.  These  decreases  were  partially  offset by an
      increase of approximately $19,000 due to an increase in the volumes of gas
      sold. Volumes of oil sold decreased 561 barrels, while volumes of gas sold
      increased  9,567 Mcf for the three  months ended June 30, 1998 as compared
      to the three  months  ended  June 30,  1997.  Average  oil and gas  prices
      decreased  to $13.01 per barrel and $1.71 per Mcf,  respectively,  for the
      three months ended June 30, 1998 from $20.11 per barrel and $1.97 per Mcf,
      respectively, for the three months ended June 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 June 30, 1998 and recognized a $238,632 gain on such sales.  Similar
      sales during the three  months  ended June 30, 1997  resulted in the III-C
      Partnership recognizing similar gains totaling $59,929.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $20,232  (13.0%) for the three months ended
      June 30, 1998 as compared to the three months  ended June 30,  1997.  This
      increase  resulted  primarily  from (i) an increase in general  repair and
      maintenance expenses on one significant well during the three months ended
      June 30, 1998 and (ii) positive prior period ad valorem tax adjustments on
      several wells during the three months ended June 30, 1998. As a percentage
      of



                                       43
<PAGE>



      oil and gas sales,  these expenses increased to 31.8% for the three months
      ended June 30, 1998 from 23.6% for the three  months  ended June 30, 1997.
      This  percentage  increase was primarily due to the dollar increase in oil
      and gas production  expenses  discussed above and decreases in the average
      prices of oil and gas sold for the three  months  ended  June 30,  1998 as
      compared to the three months ended June 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $36,059  (19.9%)  for the three  months  ended June 30, 1998 as
      compared to the three months ended June 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 26.2% for the three months ended June 30, 1998 from
      27.5% for the three months ended June 30, 1997.

      General and administrative expenses decreased $9,276 (12.0%) for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997.  This decrease  resulted  primarily from a decrease in  professional
      fees during the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997.  As a percentage  of oil and gas sales,  these
      expenses  increased to 12.3% for the three months ended June 30, 1998 from
      11.7% for the three months ended June 30, 1997.

      SIX MONTHS  ENDED JUNE 30, 1998 AS  COMPARED TO THE SIX MONTHS  ENDED JUNE
      30, 1997.

                                                 Six Months Ended June 30,
                                                ---------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $1,234,156       $1,600,086
      Oil and gas production expenses           $  329,412       $  372,887
      Barrels produced                              12,794           13,182
      Mcf produced                                 535,813          579,067
      Average price/Bbl                         $    14.55       $    20.79
      Average price/Mcf                         $     1.96       $     2.29

      As shown in the above table,  total oil and gas sales  decreased  $365,930
      (22.9%)  for the six months  ended June 30,  1998 as  compared  to the six
      months ended June 30, 1997. Of this  decrease,  approximately  $80,000 and
      $177,000, respectively, were related to decreases in the average prices of
      oil and gas sold and  approximately  $99,000  was related to a decrease in
      the volumes of gas sold. Volumes of oil and gas sold decreased 388 barrels
      and 43,254 Mcf,  respectively,  for the six months  ended June 30, 1998 as
      compared to the six months ended June 30, 1997. Average oil and gas prices
      decreased to $14.55 per barrel and $1.96 per



                                       44
<PAGE>



      Mcf, respectively,  for the six months ended June 30, 1998 from $20.79 per
      barrel and $2.29 per Mcf, respectively,  for the six months ended June 30,
      1997.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-C
      Partnership  sold  certain  oil and gas  properties  during the six months
      ended June 30, 1998 and recognized a $405,333 gain on such sales.  Similar
      sales  during the six months  ended June 30,  1997  resulted  in the III-C
      Partnership recognizing similar gains totaling $55,672.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $43,475 (11.7%) for the six months ended June
      30, 1998 as compared to the six months ended June 30, 1997.  This decrease
      resulted  primarily from a decrease in both  production  taxes  associated
      with the  decrease  in oil and gas  sales  and  lease  operating  expenses
      associated  with the  decreases  in volumes of oil and gas sold during the
      six months  ended June 30, 1998 as  compared to the six months  ended June
      30, 1997. As a percentage of oil and gas sales,  these expenses  increased
      to 26.7% for the six  months  ended  June 30,  1998 from 23.3% for the six
      months ended June 30, 1997. This percentage  increase was primarily due to
      the decreases in the average prices of oil and gas sold for the six months
      ended June 30, 1998 as compared to the six months ended June 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $104,410  (27.0%)  for the six months  ended  June 30,  1998 as
      compared to the six months ended June 30,  1997.  This  decrease  resulted
      primarily from upward  revisions in the estimates of remaining oil and gas
      reserves at December 31, 1997 and decreases in volumes of oil and gas sold
      during the six months  ended June 30,  1998 as  compared to the six months
      ended June 30, 1997.  As a percentage  of oil and gas sales,  this expense
      decreased  to 22.9% for the six months  ended June 30, 1998 from 24.2% for
      the six months ended June 30, 1997.

      The III-C  Partnership  recognized a non-cash  charge against  earnings of
      $1,696,417  during the six months  ended June 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 six months ended June 30, 1998.



                                       45
<PAGE>




      General and  administrative  expenses  decreased $5,518 (3.5%) for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997.  As a percentage  of oil and gas sales,  this  expense  increased to
      12.4% for the six months  ended June 30, 1998 from 9.9% for the six months
      ended June 30, 1997.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales discussed above.

      The Limited  Partners have received  cash  distributions  through June 30,
      1998  totaling   $16,293,795  or  66.63%  of  Limited   Partners'  capital
      contributions.

      III-D PARTNERSHIP

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

                                                  Three Months Ended June 30,
                                                  ---------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $434,401         $490,474
      Oil and gas production expenses             $160,401         $179,694
      Barrels produced                               8,409            9,513
      Mcf produced                                 191,222          176,235
      Average price/Bbl                           $  11.29         $  18.85
      Average price/Mcf                           $   1.78         $   1.77

      As shown in the table  above,  total oil and gas sales  decreased  $56,073
      (11.4%) for the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997. Of this  decrease,  approximately  $21,000 was
      related to a decrease in the volumes of oil sold and approximately $64,000
      was  related  to a  decrease  in the  average  price  of oil  sold,  which
      decreases were partially  offset by an increase of  approximately  $27,000
      related to an  increase  in the  volumes of gas sold.  Volumes of oil sold
      decreased  1,104 barrels,  while volumes of gas sold increased  14,987 Mcf
      for the three  months  ended June 30, 1998 as compared to the three months
      ended June 30,  1997.  The  decrease in the  volumes of oil sold  resulted
      primarily from normal declines in production due to diminished reserves on
      several  wells  during the three months ended June 30, 1998 as compared to
      the three  months  ended June 30,  1997.  Average oil prices  decreased to
      $11.29 per barrel for the three months ended June 30, 1998 from $18.85 per
      barrel  for the three  months  ended  June 30,  1997.  Average  gas prices
      remained  relatively  constant at $1.78 per Mcf for the three months ended
      June 30, 1998 and $1.77 per Mcf for the three months ended June 30, 1997.




                                       46
<PAGE>




      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-D
      Partnership  sold certain oil and gas  properties  during the three months
      ended June 30, 1998 and  recognized a $34,618 gain on such sales.  Similar
      sales during the three  months  ended June 30, 1997  resulted in the III-D
      Partnership recognizing similar gains totaling $18,488.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $19,293  (10.7%) for the three months ended
      June 30, 1998 as compared to the three months  ended June 30,  1997.  This
      decrease resulted primarily from a decrease in production taxes associated
      with the  decrease  in oil and gas  sales  discussed  above  and  workover
      expenses  incurred on one  significant  well during the three months ended
      June 30, 1997. As a percentage of oil and gas sales this expense  remained
      relatively  constant at 36.9% for the three months ended June 30, 1998 and
      36.6% for the three months ended June 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $21,698  (21.1%)  for the three  months  ended June 30, 1998 as
      compared to the three months ended June 30, 1997.  This decrease  resulted
      primarily  from an upward  revision 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 18.6% for the three months ended June 30, 1998
      from 20.9% for the three  months  ended  June 30,  1997.  This  percentage
      decrease  was  primarily  due  to the  dollar  decrease  in  depreciation,
      depletion, and amortization discussed above.

      General and administrative expenses decreased $5,619 (13.4%) for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997.  This decrease  resulted  primarily from a decrease in  professional
      fees during the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997.  As a percentage  of oil and gas sales,  these
      expenses remained  relatively  constant at 8.4% for the three months ended
      June 30, 1998 and 8.5% for the three months ended June 30, 1997.





                                       47
<PAGE>




      SIX MONTHS  ENDED JUNE 30, 1998 AS  COMPARED TO THE SIX MONTHS  ENDED JUNE
      30, 1997.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                    1998            1997
                                                  --------       ----------
      Oil and gas sales                           $912,164       $1,261,524
      Oil and gas production expenses             $338,169       $  414,476
      Barrels produced                              20,292           21,955
      Mcf produced                                 348,599          362,492
      Average price/Bbl                           $  12.63       $    20.42
      Average price/Mcf                           $   1.88       $     2.24

      As shown in the table above,  total oil and gas sales  decreased  $349,360
      (27.7%)  for the six months  ended June 30,  1998 as  compared  to the six
      months ended June 30, 1997. Of this decrease,  approximately  $158,000 and
      $126,000, respectively, were related to decreases in the average prices of
      oil and gas sold,  and  approximately  $34,000 and $31,000,  respectively,
      were related to  decreases in volumes of oil and gas sold.  Volumes of oil
      and gas sold decreased 1,663 barrels and 13,893 Mcf, respectively, for the
      six months  ended June 30, 1998 as  compared to the six months  ended June
      30,  1997.  Average oil and gas prices  decreased to $12.63 per barrel and
      $1.88 per Mcf,  respectively,  for the six months ended June 30, 1998 from
      $20.42  per  barrel  and $2.24 per Mcf,  respectively,  for the six months
      ended June 30, 1997.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-D
      Partnership  sold  certain  oil and gas  properties  during the six months
      ended June 30, 1998 and  recognized a $58,772 gain on such sales.  Similar
      sales  during the six months  ended June 30,  1997  resulted  in the III-D
      Partnership recognizing similar gains totaling $20,468.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $74,307 (18.4%) for the six months ended June
      30, 1998 as compared to the six months ended June 30, 1997.  This decrease
      resulted primarily from a decrease in production taxes associated with the
      decrease  in oil and gas  sales  discussed  above  and  workover  expenses
      incurred  on one well  during the six months  ended  June 30,  1997.  As a
      percentage of oil and gas sales, these expenses increased to 37.1% for the
      six months  ended June 30,  1998 from 32.9% for the six months  ended June
      30, 1997. This  percentage  increase was primarily due to the decreases in
      the average  prices of oil and gas sold  during the six months  ended June
      30, 1998 as compared to six months ended June 30, 1997.




                                       48
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $59,889  (27.5%)  for the six  months  ended  June 30,  1998 as
      compared to the six months ended June 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 17.3% for the six months  ended
      June 30, 1998 and 17.2% for the six months ended June 30, 1997.

      The III-D  Partnership  recognized a non-cash  charge against  earnings of
      $932,243  during  the six  months  ended June 30,  1997.  Of this  amount,
      $485,820  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
      $446,423  was related to the  writing-off  of unproved  properties.  These
      unproved  properties  were  written  off  based on the  General  Partner's
      determination that it 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-D  Partnership's  partnership  agreement  which
      limit the level of permissible drilling activity.  No similar charges were
      necessary during the six months ended June 30, 1998.

      General and  administrative  expenses  decreased $3,184 (3.7%) for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      9.0% for the six months  ended June 30,  1998 from 6.8% for the six months
      ended June 30, 1997.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales discussed above.

      The Limited  Partners have received  cash  distributions  through June 30,
      1998  totaling   $8,036,669  or  61.34%  of  Limited   Partners'   capital
      contributions.




                                       49
<PAGE>




      III-E PARTNERSHIP

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

                                                Three Months Ended June 30,
                                                ---------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $1,848,422       $2,106,131
      Oil and gas production expenses           $  924,126       $1,025,382
      Barrels produced                              55,248           53,422
      Mcf produced                                 608,497          585,780
      Average price/Bbl                         $    11.07       $    18.22
      Average price/Mcf                         $     2.03       $     1.93

      As shown in the table above,  total oil and gas sales  decreased  $257,709
      (12.2%) for the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997. Of this decrease,  approximately  $395,000 was
      related to a decrease in the average price of oil sold.  This decrease was
      partially  offset by  increases  of  approximately  $33,000  and $ 44,000,
      respectively,  related  to  increases  in  volumes of oil and gas sold and
      approximately  $61,000  related to an increase in the average price of gas
      sold.  Volumes of oil and gas sold increased 1,826 barrels and 22,717 Mcf,
      respectively,  for the three months ended June 30, 1998 as compared to the
      three  months  ended June 30,  1997.  The  increase in volumes of oil sold
      resulted primarily from positive prior period volume adjustments made by a
      purchaser on one  significant  well during the three months ended June 30,
      1998.  This  increase  in  volumes  of oil sold was  partially  offset  by
      decreases which resulted  primarily from normal declines in production due
      to diminished  reserves on several  wells.  The increase in volumes of gas
      sold resulted primarily from positive prior period volume adjustments made
      by  purchasers  on three  significant  wells during the three months ended
      June 30, 1998.  This increase in volumes of gas sold was partially  offset
      by decreases  which resulted  primarily from normal declines in production
      due to  diminished  reserves on several  wells and  positive  prior period
      volume  adjustments made by a purchaser on one significant well during the
      three  months  ended June 30,  1997.  The average oil price  decreased  to
      $11.07 per barrel for the three months ended June 30, 1998 from $18.22 per
      barrel for the three  months  ended June 30,  1997.  The average gas price
      increased  to $2.03 per Mcf for the three  months ended June 30, 1998 from
      $1.93 per Mcf for the three months ended June 30, 1997.




                                       50
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $101,256  (9.9%) for the three months ended
      June 30, 1998 as compared to the three months  ended June 30,  1997.  This
      decrease  resulted  primarily from a decrease in lease operating  expenses
      associated  with the  decrease in volumes of oil and gas sold and workover
      expenses  incurred on one well during the three months ended June 30, 1997
      in order to improve the recovery of reserves.  As a percentage  of oil and
      gas sales,  these  expenses  increased to 50.0% for the three months ended
      June 30, 1998 from 48.7% for the three months ended June 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $130,933  (29.8%) for the three  months  ended June 30, 1998 as
      compared to the three months ended June 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 16.7% for the three  months  ended June 30, 1998 as
      compared  to  20.9%  for the  three  months  ended  June  30,  1997.  This
      percentage   decrease  was  primarily  due  to  the  dollar   decrease  in
      depreciation, depletion, and amortization discussed above.

      General and  administrative  expenses  decreased  $18,201  (13.6%) for the
      three  months  ended June 30, 1998 as compared to the three  months  ended
      June 30,  1997.  This  decrease  resulted  primarily  from a  decrease  in
      professional  fees during the three months ended June 30, 1998 as compared
      to the three months ended June 30,  1997.  As a percentage  of oil and gas
      sales, these expenses remained  relatively  constant at 6.3% for the three
      months  ended June 30, 1998 and 6.4% for the three  months  ended June 30,
      1997.

      SIX MONTHS  ENDED JUNE 30, 1998 AS  COMPARED TO THE SIX MONTHS  ENDED JUNE
      30, 1997.
                                                 Six Months Ended June 30,
                                                ---------------------------
                                                   1998             1997
                                                ----------       ----------
      Oil and gas sales                         $3,621,740       $5,036,109
      Oil and gas production expenses           $1,771,568       $2,157,837
      Barrels produced                             119,944          127,241
      Mcf produced                               1,121,898        1,153,345
      Average price/Bbl                         $    12.24       $    20.22
      Average price/Mcf                         $     1.92       $     2.14

      As shown in the table above, total oil and gas sales decreased  $1,414,369
      (28.1%)  for the six months  ended June 30,  1998 as  compared  to the six
      months ended June 30, 1997. Of this decrease,  approximately  $148,000 was
      related to a decrease in volumes of gas sold and approximately $957,000



                                       51
<PAGE>



      and  $247,000,  respectively,  were  related to  decreases  in the average
      prices of oil and gas sold.  Volumes of oil and gas sold  decreased  7,297
      barrels and 31,447 Mcf,  respectively,  for the six months  ended June 30,
      1998 as compared to the six months  ended June 30,  1997.  The decrease in
      volumes  of gas  sold  was  primarily  a  result  of  normal  declines  in
      production due to diminished  reserves on several wells and positive prior
      period  volume  adjustments  made by a purchaser on one  significant  well
      during the six months ended June 30, 1997.  These decreases were partially
      offset by positive prior period volume  adjustments  made by purchasers on
      three significant wells during the six months ended June 30, 1998. Average
      oil and gas  prices  decreased  to $12.24  per  barrel  and $1.92 per Mcf,
      respectively,  for the six  months  ended  June 30,  1998 from  $20.22 per
      barrel and $2.14 per Mcf, respectively,  for the six months ended June 30,
      1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $386,249 (17.9%) for the six months ended June
      30, 1998 as compared to the six months ended June 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,
      (iii) workover expenses incurred on three significant wells during the six
      months  ended June 30, 1997 in order to improve the  recovery of reserves,
      and (iv) the  shutting-in  of one  significant  well during the six months
      ended June 30, 1998. As a percentage of oil and gas sales,  these expenses
      increased  to 48.9% for the six months  ended June 30, 1998 from 42.8% for
      the six months ended June 30, 1997. This percentage increase was primarily
      due to the decreases in the average  prices of oil and gas sold during the
      six months  ended June 30, 1998 as  compared to the six months  ended June
      30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $324,997  (35.0%)  for the six months  ended  June 30,  1998 as
      compared to the six months ended June 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 16.7% for the six months  ended June 30,  1998 from
      18.5% for the six months ended June 30, 1997.




                                       52
<PAGE>




      The III-E  Partnership  recognized a non-cash  charge against  earnings of
      $2,893,438  during the six months  ended June 30,  1997.  Of this  amount,
      $2,042,775  was  related  to the  decline  in oil and gas  prices  used to
      determine  the  recoverability  of proved oil and gas reserves at June 30,
      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 six months ended June 30, 1998.

      General and  administrative  expenses  increased $4,109 (1.5%) for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      7.4% for the six months  ended June 30,  1998 from 5.4% for the six months
      ended June 30, 1997.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales discussed above.

      The Limited  Partners have received  cash  distributions  through June 30,
      1998  totaling   $28,762,016  or  68.76%  of  Limited   Partners'  capital
      contributions.

      III-F PARTNERSHIP

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

                                                Three Months Ended June 30,
                                                ---------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $570,778         $691,158
      Oil and gas production expenses             $370,221         $285,718
      Barrels produced                              15,011           18,583
      Mcf produced                                 234,242          223,129
      Average price/Bbl                           $  12.14         $  18.86
      Average price/Mcf                           $   1.66         $   1.53

      As shown in the table above,  total oil and gas sales  decreased  $120,380
      (17.4%) for the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997. Of this  decrease,  approximately  $67,000 and
      $101,000,  respectively,  were  related to  decreases  in the  volumes and
      average  prices of oil sold,  which  decreases  were  partially  offset by
      increases of approximately $17,000 and $31,000,  respectively,  related to
      increases  in the volumes and average  prices of gas sold.  Volumes of oil
      sold decreased by 3,572 barrels while volumes of gas sold increased 11,113
      Mcf for



                                       53
<PAGE>



      the three months ended June 30, 1998 as compared to the three months ended
      June 30, 1997. The decrease in volumes of oil sold resulted primarily from
      (i) a positive  prior  period  volume  adjustment  by a  purchaser  on one
      significant  well during the three months  ended June 30,  1997,  (ii) the
      normal  decline in  production on one  significant  well due to diminished
      reserves  during the three months ended June 30, 1998,  and (iii) the sale
      of one significant  well in 1997.  Average oil prices  decreased to $12.14
      per barrel for the three months ended June 30, 1998 from $18.86 per barrel
      for the three months ended June 30, 1997.  Average gas prices increased to
      $1.66 per Mcf for the three  months ended June 30, 1998 from $1.53 per Mcf
      for the three months ended June 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $84,503  (29.6%) for the three months ended
      June 30, 1998 as compared to the three months  ended June 30,  1997.  This
      increase  resulted  primarily from (i) workover  expenses  incurred on two
      significant  wells during the three months ended June 30, 1998 in order to
      increase the  recovery of  reserves,  (ii)  increased  general  repair and
      maintenance expenses on one significant well during the three months ended
      June 30, 1998,  and (iii)  abandonment  expenses on one  significant  well
      during the three months ended June 30,  1998.  As a percentage  of oil and
      gas sales,  these  expenses  increased to 64.9% for the three months ended
      June 30, 1998 from 41.3% for the three months  ended June 30,  1997.  This
      percentage increase was primarily due to the decrease in the average price
      of oil sold during the three months ended June 30, 1998 as compared to the
      three  months  ended June 30, 1997 and the dollar  increase in oil and gas
      production expenses discussed above.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $106,498  (40.5%) for the three  months  ended June 30, 1998 as
      compared to the three months ended June 30, 1997.  This decrease  resulted
      primarily  from (i) the  decrease  in volumes of oil sold during the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997 and (ii) an upward revision in the estimate of remaining gas reserves
      at December 31, 1997. As a percentage  of oil and gas sales,  this expense
      decreased to 27.5% for the three months ended June 30, 1998 from 38.1% for
      the three months ended June 30, 1997.  This percentage  decrease  resulted
      primarily  from  the  dollar  decrease  in  depreciation,  depletion,  and
      amortization discussed above.



                                       54
<PAGE>





      General and administrative expenses decreased $9,658 (13.6%) for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997.  This decrease  resulted  primarily from a decrease in  professional
      fees for the three  months  ended June 30,  1998 as  compared to the three
      months ended June 30, 1997.  As a percentage  of oil and gas sales,  these
      expenses remained  relatively constant at 10.7% for the three months ended
      June 30, 1998 and 10.3% for the three months ended June 30, 1997.

      SIX MONTHS  ENDED JUNE 30, 1998 AS  COMPARED TO THE SIX MONTHS  ENDED JUNE
      30, 1997.

                                                 Six Months Ended June 30,
                                                 -------------------------
                                                    1998            1997
                                                 ----------      ----------
      Oil and gas sales                          $1,235,009      $1,625,145
      Oil and gas production expenses            $  659,701      $  617,406
      Barrels produced                               30,973          34,978
      Mcf produced                                  443,012         470,113
      Average price/Bbl                          $    13.70      $    19.92
      Average price/Mcf                          $     1.83      $     1.98

      As shown in the table above,  total oil and gas sales  decreased  $390,136
      (24.0%)  for the six months  ended June 30,  1998 as  compared  to the six
      months ended June 30, 1997. Of this  decrease,  approximately  $80,000 and
      $54,000, respectively, were related to decreases in volumes of oil and gas
      sold and approximately $192,000 and $64,000, respectively, were related to
      decreases  in the average  prices of oil and gas sold.  Volumes of oil and
      gas sold decreased 4,005 barrels and 27,101 Mcf, respectively, for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997.  The decrease in volumes of oil sold resulted  primarily  from (i) a
      positive  prior period  volume  adjustment  by a purchaser  during the six
      months  ended  June 30,  1997 on one  significant  well,  (ii) the  normal
      decline in production on one significant  well due to diminished  reserves
      during the six months  ended June 30,  1998 as  compared to the six months
      ended June 30, 1997,  and (iii) the  shutting-in of one  significant  well
      during a portion of the six months ended June 30, 1998 in order to perform
      a workover to improve the recovery of reserves. Average oil and gas prices
      decreased  to $13.70 per barrel and $1.83 per Mcf,  respectively,  for the
      six months  ended June 30,  1998 from $19.92 per barrel and $1.98 per Mcf,
      respectively, for the six months ended June 30, 1997.



                                       55
<PAGE>




      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-F
      Partnership  sold  certain  oil and gas  properties  during the six months
      ended June 30, 1998 and  recognized a $28,061 gain on such sales.  Similar
      sales  during the six months  ended June 30,  1997  resulted  in the III-F
      Partnership recognizing similar gains totaling $233.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased  $42,295 (6.9%) for the six months ended June
      30,  1998  as  compared  to the six  months  ended  June  30,  1997.  As a
      percentage of oil and gas sales, these expenses increased to 53.4% for the
      six months  ended June 30,  1998 from 38.0% for the six months  ended June
      30, 1997. This  percentage  increase was primarily due to the decreases in
      the average  prices of oil and gas sold  during the six months  ended June
      30, 1998 as compared to the six months ended June 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $230,975  (43.2%)  for the six months  ended  June 30,  1998 as
      compared to the six months ended June 30,  1997.  This  decrease  resulted
      primarily  from (i) the decrease in volumes of oil and gas sold during the
      six months  ended June 30, 1998 as  compared to the six months  ended June
      30, 1997 and (ii) an upward  revision in the  estimate  of  remaining  gas
      reserves at December 31, 1997. As a percentage of oil and gas sales,  this
      expense  decreased  to 24.6% for the six months  ended June 30,  1998 from
      32.9% for the six months ended June 30,  1997.  This  percentage  decrease
      resulted  primarily from the dollar decrease in  depreciation,  depletion,
      and amortization discussed above.

      The III-F  Partnership  recognized a non-cash  charge against  earnings of
      $2,884,405  during the six months  ended June 30,  1997.  Of this  amount,
      $2,078,019  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 $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 six months ended June 30, 1998.




                                       56
<PAGE>




      General and  administrative  expenses  decreased $5,386 (3.8%) for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      11.2% for the six months  ended June 30, 1998 from 8.8% for the six months
      ended June 30, 1997.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales discussed above.

      The Limited  Partners have received  cash  distributions  through June 30,
      1998  totaling   $10,729,904  or  48.45%  of  Limited   Partners'  capital
      contributions.

      III-G PARTNERSHIP

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

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $349,671         $434,013
      Oil and gas production expenses             $224,180         $182,425
      Barrels produced                              10,660           13,330
      Mcf produced                                 128,428          117,810
      Average price/Bbl                           $  12.17         $  18.99
      Average price/Mcf                           $   1.71         $   1.54

      As shown in the table  above,  total oil and gas sales  decreased  $84,342
      (19.4%) for the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997. Of this  decrease,  approximately  $50,000 and
      $73,000,  respectively,  were  related to  decreases  in the  volumes  and
      average  prices of oil sold,  which  decreases  were  partially  offset by
      increases of approximately $16,000 and $23,000,  respectively,  related to
      increases  in the volumes and average  prices of gas sold.  Volumes of oil
      sold  decreased by 2,670 barrels  while  volumes of gas sold  increased by
      10,618 Mcf for the three  months  ended June 30,  1998 as  compared to the
      three  months  ended June 30,  1997.  The  decrease in volumes of oil sold
      resulted primarily from (i) a positive prior period volume adjustment by a
      purchaser  during the three months ended June 30, 1997 on one  significant
      well, (ii) a negative prior period volume adjustment by a purchaser during
      the three months ended June 30, 1998 on one  significant  well,  and (iii)
      the normal decline in production on one significant well due to diminished
      reserves  during the three months ended June 30, 1998.  Average oil prices
      decreased  to $12.17 per barrel for the three  months  ended June 30, 1998
      from $18.99 per barrel for the three months  ended June 30, 1997.  Average
      gas prices  increased to $1.71 per Mcf for the three months ended June 30,
      1998 from $1.54 per Mcf for the three months ended June 30, 1997.



                                       57
<PAGE>




      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-G
      Partnership  sold certain oil and gas  properties  during the three months
      ended June 30, 1998 and  recognized  a $1,415 gain on such sales.  Similar
      sales during the three  months  ended June 30, 1997  resulted in the III-G
      Partnership recognizing similar gains totaling $4,943.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $41,755  (22.9%) for the three months ended
      June 30, 1998 as compared to the three months  ended June 30,  1997.  This
      increase resulted primarily from (i) workover expenses incurred on several
      wells during the three months ended June 30, 1998 in order to increase the
      recovery  of  reserves  and  (ii)  an  increase  in  general   repair  and
      maintenance  expenses on a significant salt water disposal well during the
      three  months  ended June 30, 1998 as compared to the three  months  ended
      June 30,  1997.  As a  percentage  of oil and gas  sales,  these  expenses
      increased to 64.1% for the three months ended June 30, 1998 from 42.0% for
      the three  months  ended  June 30,  1997.  This  percentage  increase  was
      primarily  due to the decrease in the average price of oil sold during the
      three  months  ended June 30, 1998 as compared to the three  months  ended
      June 30, 1997 and the dollar  increase in oil and gas production  expenses
      discussed above.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $51,168  (34.6%)  for the three  months  ended June 30, 1998 as
      compared to the three months ended June 30, 1997.  This decrease  resulted
      primarily  from (i) the  decrease  in volumes of oil sold during the three
      months  ended June 30, 1998 as compared to the three months ended June 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 27.6% for the three months ended June 30, 1998 from 34.0% for
      the three months ended June 30, 1997.  This percentage  decrease  resulted
      primarily  from  the  dollar  decrease  in  depreciation,  depletion,  and
      amortization discussed above.

      General and administrative expenses decreased $5,358 (13.7%) for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997.  This decrease  resulted  primarily from a decrease in  professional
      fees for the three  months  ended June 30,  1998 as  compared to the three
      months ended June 30, 1997.  As a percentage  of oil and gas sales,  these
      expenses remained  relatively  constant at 9.7% for the three months ended
      June 30, 1998 and 9.0% for the three months ended June 30, 1997.




                                       58
<PAGE>




      SIX MONTHS  ENDED JUNE 30, 1998 AS  COMPARED TO THE SIX MONTHS  ENDED JUNE
      30, 1997.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                    1998            1997
                                                  --------       ----------
      Oil and gas sales                           $745,490       $1,007,130
      Oil and gas production expenses             $413,389       $  397,610
      Barrels produced                              22,016           25,390
      Mcf produced                                 241,343          249,707
      Average price/Bbl                           $  13.66       $    20.01
      Average price/Mcf                           $   1.84       $     2.00

      As shown in the table above,  total oil and gas sales  decreased  $261,640
      (26.0%)  for the six months  ended June 30,  1998 as  compared  to the six
      months ended June 30, 1997. Of this  decrease,  approximately  $67,000 and
      $17,000, respectively, were related to decreases in volumes of oil and gas
      sold and approximately $140,000 and $38,000, respectively, were related to
      decreases  in the average  prices of oil and gas sold.  Volumes of oil and
      gas sold decreased 3,374 barrels and 8,364 Mcf, respectively,  for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997.  The decrease in volumes of oil sold resulted  primarily  from (i) a
      positive prior period volume  adjustment  during the six months ended June
      30, 1997 on one  significant  well,  (ii) a negative  prior period  volume
      adjustment by a purchaser during the six months ended June 30, 1998 on one
      significant  well,  and (iii) the  normal  decline  in  production  on one
      significant  well due to diminished  reserves  during the six months ended
      June 30, 1998.  Average oil and gas prices  decreased to $13.66 per barrel
      and $1.84 per Mcf,  respectively,  for the six months  ended June 30, 1998
      from $20.01 per barrel and $2.00 per Mcf, respectively, for the six months
      ended June 30, 1997.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-G
      Partnership  sold  certain  oil and gas  properties  during the six months
      ended June 30, 1998 recognized a $23,189 gain on such sales. Similar sales
      during  the  six  months  ended  June  30,  1997  resulted  in  the  III-G
      Partnership recognizing similar gains totaling $4,943.




                                       59
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased  $15,779 (4.0%) for the six months ended June
      30, 1998 as compared to the six months ended June 30, 1997.  This increase
      resulted  primarily from (i) workover  expenses  incurred on several wells
      during  the six  months  ended  June 30,  1998 in order  to  increase  the
      recovery  of  reserves  and  (ii)  an  increase  in  general   repair  and
      maintenance  expenses on a significant salt water disposal well during the
      six months  ended June 30, 1998 as  compared to the six months  ended June
      30, 1997, which increases were partially offset by the decrease in volumes
      of oil and gas sold during the six months  ended June 30, 1998 as compared
      to the six months  ended June 30,  1997.  As a  percentage  of oil and gas
      sales, these expenses increased to 55.5% for the six months ended June 30,
      1998 from 39.5% for the six months  ended June 30, 1997.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the six months  ended June 30, 1998 as compared to the
      six months  ended June 30,  1997 and the  dollar  increase  in oil and gas
      production expenses discussed above.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $112,854  (37.6%)  for the six months  ended  June 30,  1998 as
      compared to the six months ended June 30,  1997.  This  decrease  resulted
      primarily  from (i) the decrease in volumes of oil and gas sold during the
      six months  ended June 30, 1998 as  compared to the six months  ended June
      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 25.1% for the six months  ended June 30,  1998 from
      29.8% for the six months ended June 30,  1997.  This  percentage  decrease
      resulted  primarily from the dollar decrease in  depreciation,  depletion,
      and amortization discussed above.

      The III-G  Partnership  recognized a non-cash  charge against  earnings of
      $1,449,404  during the six months  ended June 30,  1997.  Of this  amount,
      $1,010,738  was  related  to the  decline  in oil and gas  prices  used to
      determine the  recoverability  of proved oil and gas reserves at March 31,
      1997 and $438,666 was related to the  writing-off of unproved  properties.
      These unproved  properties were written off based on the General Partner's
      determination that it 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 six months ended June 30, 1998.



                                       60
<PAGE>




      General and  administrative  expenses  decreased $3,015 (3.8%) for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      10.2% for the six months  ended June 30, 1998 from 7.8% for the six months
      ended June 30, 1997.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales discussed above.

      The Limited  Partners have received  cash  distributions  through June 30,
      1998  totaling   $5,623,287  or  46.12%  of  Limited   Partners'   capital
      contributions.





                                       61
<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 June 30, 1998 and for the six
                        months ended June 30, 1998, filed herewith.

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

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

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

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

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

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

                        All other exhibits are omitted as inapplicable.

      (b) Reports on Form 8-K.

            None.



                                       62
<PAGE>



                                  SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


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

                                    (Registrant)

                                    BY:   GEODYNE RESOURCES, INC.

                                          General Partner


Date:  August 13, 1998              By:       /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  August 13, 1998              By:      /s/Patrick M. Hall
                                       --------------------------------
                                            (Signature)
                                            Patrick M. Hall
                                            Principal Accounting Officer



                                       63
<PAGE>



INDEX TO EXHIBITS


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

27.1        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited Partnership III-A's
            financial statements as of June 30, 1998 and for the six months
            ended June 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 June 30, 1998 and for the six months
            ended June 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 June 30, 1998 and for the six months
            ended June 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 June 30, 1998 and for the six months
            ended June 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 June 30, 1998 and for the six months
            ended June 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 June 30, 1998 and for the six months
            ended June 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 June 30, 1998 and for the six months
            ended June 30, 1998, filed herewith.

            All other exhibits are omitted as inapplicable.



                                       64

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000860745
<NAME>                         GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                                
<S>                            <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>              DEC-31-1998
<PERIOD-START>                 JAN-01-1998
<PERIOD-END>                   JUN-30-1998
<CASH>                              330,161
<SECURITIES>                              0
<RECEIVABLES>                       347,765
<ALLOWANCES>                              0
<INVENTORY>                               0
<CURRENT-ASSETS>                    677,926
<PP&E>                           17,327,175
<DEPRECIATION>                   14,918,352
<TOTAL-ASSETS>                    3,286,471
<CURRENT-LIABILITIES>                71,775
<BONDS>                                   0
                     0
                               0
<COMMON>                                  0
<OTHER-SE>                        3,162,791
<TOTAL-LIABILITY-AND-EQUITY>      3,286,471
<SALES>                           1,145,173
<TOTAL-REVENUES>                  1,175,811
<CGS>                                     0
<TOTAL-COSTS>                       735,398
<OTHER-EXPENSES>                          0
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                        0
<INCOME-PRETAX>                     440,413
<INCOME-TAX>                              0
<INCOME-CONTINUING>                 440,413
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                        440,413
<EPS-PRIMARY>                          1.55
<EPS-DILUTED>                             0
        
 

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000863835
<NAME>                         GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                                
<S>                            <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>              DEC-31-1998
<PERIOD-START>                 JAN-01-1998
<PERIOD-END>                   JUN-30-1998
<CASH>                              147,568
<SECURITIES>                              0
<RECEIVABLES>                       204,642
<ALLOWANCES>                              0
<INVENTORY>                               0
<CURRENT-ASSETS>                    352,210
<PP&E>                           10,074,705
<DEPRECIATION>                    8,724,992
<TOTAL-ASSETS>                    1,838,219
<CURRENT-LIABILITIES>                26,449
<BONDS>                                   0
                     0
                               0
<COMMON>                                  0
<OTHER-SE>                        1,783,276
<TOTAL-LIABILITY-AND-EQUITY>      1,838,219
<SALES>                             690,483
<TOTAL-REVENUES>                    697,188
<CGS>                                     0
<TOTAL-COSTS>                       434,026
<OTHER-EXPENSES>                          0
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                        0
<INCOME-PRETAX>                     263,162
<INCOME-TAX>                              0
<INCOME-CONTINUING>                 263,162
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                        263,162
<EPS-PRIMARY>                          1.46
<EPS-DILUTED>                             0
        
 

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000863837
<NAME>                         GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                                
<S>                            <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>              DEC-31-1998
<PERIOD-START>                 JAN-01-1998
<PERIOD-END>                   JUN-30-1998
<CASH>                              534,505
<SECURITIES>                              0
<RECEIVABLES>                       373,582
<ALLOWANCES>                              0
<INVENTORY>                               0
<CURRENT-ASSETS>                    908,087
<PP&E>                           20,921,348
<DEPRECIATION>                   17,685,738
<TOTAL-ASSETS>                    4,230,346
<CURRENT-LIABILITIES>                74,625
<BONDS>                                   0
                     0
                               0
<COMMON>                                  0
<OTHER-SE>                        4,012,893
<TOTAL-LIABILITY-AND-EQUITY>      4,230,346
<SALES>                           1,234,156
<TOTAL-REVENUES>                  1,650,438
<CGS>                                     0
<TOTAL-COSTS>                       764,671
<OTHER-EXPENSES>                          0
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                        0
<INCOME-PRETAX>                     885,767
<INCOME-TAX>                              0
<INCOME-CONTINUING>                 885,767
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                        885,767
<EPS-PRIMARY>                          3.40
<EPS-DILUTED>                             0
        
 

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000870229
<NAME>                         GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                                
<S>                            <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>              DEC-31-1998
<PERIOD-START>                 JAN-01-1998
<PERIOD-END>                   JUN-30-1998
<CASH>                              236,221
<SECURITIES>                              0
<RECEIVABLES>                       307,552
<ALLOWANCES>                              0
<INVENTORY>                               0
<CURRENT-ASSETS>                    543,773
<PP&E>                           12,658,796
<DEPRECIATION>                   10,550,123
<TOTAL-ASSETS>                    2,671,321
<CURRENT-LIABILITIES>                65,274
<BONDS>                                   0
                     0
                               0
<COMMON>                                  0
<OTHER-SE>                        2,404,113
<TOTAL-LIABILITY-AND-EQUITY>      2,671,321
<SALES>                             912,164
<TOTAL-REVENUES>                    975,706
<CGS>                                     0
<TOTAL-COSTS>                       577,830
<OTHER-EXPENSES>                          0
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                        0
<INCOME-PRETAX>                     397,876
<INCOME-TAX>                              0
<INCOME-CONTINUING>                 397,876
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                        397,876
<EPS-PRIMARY>                          2.84
<EPS-DILUTED>                             0
        
 

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000872121
<NAME>                         GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                                
<S>                            <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>              DEC-31-1998
<PERIOD-START>                 JAN-01-1998
<PERIOD-END>                   JUN-30-1998
<CASH>                              975,322
<SECURITIES>                              0
<RECEIVABLES>                     1,213,109
<ALLOWANCES>                              0
<INVENTORY>                               0
<CURRENT-ASSETS>                  2,188,431
<PP&E>                           34,940,840
<DEPRECIATION>                   26,860,166
<TOTAL-ASSETS>                   10,473,192
<CURRENT-LIABILITIES>               560,269
<BONDS>                                   0
                     0
                               0
<COMMON>                                  0
<OTHER-SE>                        9,591,980
<TOTAL-LIABILITY-AND-EQUITY>     10,473,192
<SALES>                           3,621,740
<TOTAL-REVENUES>                  3,682,929
<CGS>                                     0
<TOTAL-COSTS>                     2,643,259
<OTHER-EXPENSES>                          0
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                        0
<INCOME-PRETAX>                   1,039,670
<INCOME-TAX>                              0
<INCOME-CONTINUING>               1,039,670
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                      1,039,670
<EPS-PRIMARY>                          2.31
<EPS-DILUTED>                             0
        
 

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000873739
<NAME>                         GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                                
<S>                            <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>              DEC-31-1998
<PERIOD-START>                 JAN-01-1998
<PERIOD-END>                   JUN-30-1998
<CASH>                              376,216
<SECURITIES>                              0
<RECEIVABLES>                       323,651
<ALLOWANCES>                              0
<INVENTORY>                               0
<CURRENT-ASSETS>                    699,867
<PP&E>                           17,363,612
<DEPRECIATION>                   14,092,229
<TOTAL-ASSETS>                    4,095,643
<CURRENT-LIABILITIES>               266,912
<BONDS>                                   0
                     0
                               0
<COMMON>                                  0
<OTHER-SE>                        3,669,456
<TOTAL-LIABILITY-AND-EQUITY>      4,095,643
<SALES>                           1,235,009
<TOTAL-REVENUES>                  1,274,880
<CGS>                                     0
<TOTAL-COSTS>                     1,101,421
<OTHER-EXPENSES>                          0
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                        0
<INCOME-PRETAX>                     173,459
<INCOME-TAX>                              0
<INCOME-CONTINUING>                 173,459
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                        173,459
<EPS-PRIMARY>                          0.69
<EPS-DILUTED>                             0
        
 

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000879815
<NAME>                         GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                                
<S>                            <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>              DEC-31-1998
<PERIOD-START>                 JAN-01-1998
<PERIOD-END>                   JUN-30-1998
<CASH>                              203,724
<SECURITIES>                              0
<RECEIVABLES>                       207,029
<ALLOWANCES>                              0
<INVENTORY>                               0
<CURRENT-ASSETS>                    410,753
<PP&E>                            9,955,892
<DEPRECIATION>                    8,005,031
<TOTAL-ASSETS>                    2,437,020
<CURRENT-LIABILITIES>               148,342
<BONDS>                                   0
                     0
                               0
<COMMON>                                  0
<OTHER-SE>                        2,199,368
<TOTAL-LIABILITY-AND-EQUITY>      2,437,020
<SALES>                             745,490
<TOTAL-REVENUES>                    775,437
<CGS>                                     0
<TOTAL-COSTS>                       676,607
<OTHER-EXPENSES>                          0
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                        0
<INCOME-PRETAX>                      98,830
<INCOME-TAX>                              0
<INCOME-CONTINUING>                  98,830
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                         98,830
<EPS-PRIMARY>                          0.71
<EPS-DILUTED>                             0
        
 

</TABLE>


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