GEODYNE ENERGY INCOME LTD PARTNERSHIP III-A
10-Q, 2000-05-12
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarter ended March 31, 2000

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

                                          March 31,   December 31,
                                            2000          1999
                                        ------------  ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  394,936    $  379,613
   Accounts receivable:
     Oil and gas sales                      409,074       325,691
                                         ----------    ----------
       Total current assets              $  804,010    $  705,304

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          1,677,564     1,808,851

DEFERRED CHARGE                             279,651       279,651
                                         ----------    ----------
                                         $2,761,225    $2,793,806
                                         ==========    ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                      $   49,822    $   49,195
   Gas imbalance payable                     31,659        31,659
                                         ----------    ----------
       Total current liabilities         $   81,481    $   80,854

ACCRUED LIABILITY                        $   50,052    $   50,052

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  193,554)  ($  194,823)
   Limited Partners, issued and
     outstanding, 263,976 units           2,823,246     2,857,723
                                         ----------    ----------
       Total Partners' capital           $2,629,692    $2,662,900
                                         ----------    ----------
                                         $2,761,225    $2,793,806
                                         ==========    ==========






            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 MARCH 31, 2000 AND 1999
                                   (Unaudited)


                                            2000           1999
                                         ---------      ---------

REVENUES:
   Oil and gas sales                      $655,246       $420,696
   Interest income                           4,610          1,985
                                          --------       --------
                                          $659,856       $422,681

COSTS AND EXPENSES:
   Lease operating                        $158,571       $123,238
   Production tax                           60,577         28,260
   Depreciation, depletion, and
     amortization of oil and gas
     properties                             97,698        120,922
   General and administrative
     (Note 2)                               94,378         93,056
                                          --------       --------
                                          $411,224       $365,476
                                          --------       --------

NET INCOME                                $248,632       $ 57,205
                                          ========       ========
GENERAL PARTNER - NET INCOME              $ 16,109       $  7,598
                                          ========       ========
LIMITED PARTNERS - NET INCOME             $232,523       $ 49,607
                                          ========       ========
NET INCOME per unit                       $    .88       $    .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 CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                           2000           1999
                                         ---------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                            $248,632        $ 57,205
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                          97,698         120,922
     (Increase) decrease in accounts
       receivable - oil and gas sales   (  83,383)         34,282
     Increase (decrease) in accounts
       payable                                627       (  20,378)
                                         --------        --------
Net cash provided by operating
   activities                            $263,574        $192,031
                                         --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                 ($  5,311)      ($  8,892)
   Proceeds from sale of oil and
     gas properties                        38,900           6,114
                                         --------        --------
Net cash provided (used) by investing
   activities                            $ 33,589       ($  2,778)
                                         --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                   ($281,840)      ($192,475)
                                         --------        --------
Net cash used by financing activities   ($281,840)      ($192,475)
                                         --------        --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                      $ 15,323       ($  3,222)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                    379,613         212,695
                                         --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                         $394,936        $209,473
                                         ========        ========



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




                                      -4-
<PAGE>




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

                                     ASSETS


                                          March 31,   December 31,
                                            2000          1999
                                        -----------   ------------

CURRENT ASSETS:
   Cash and cash equivalents            $  234,280     $  227,298
   Accounts receivable:
     Oil and gas sales                     279,988        214,859
                                        ----------     ----------
       Total current assets             $  514,268     $  442,157

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method           942,787      1,018,525

DEFERRED CHARGE                            229,634        229,634
                                        ----------     ----------
                                        $1,686,689     $1,690,316
                                        ==========     ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                     $   30,203     $   32,585
   Gas imbalance payable                    16,517         16,517
                                        ----------     ----------
       Total current liabilities        $   46,720     $   49,102

ACCRUED LIABILITY                       $   33,458     $   33,458

PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($   72,954)   ($   79,362)
   Limited Partners, issued and
     outstanding, 138,336 units          1,679,465      1,687,118
                                        ----------     ----------
       Total Partners' capital          $1,606,511     $1,607,756
                                        ----------     ----------
                                        $1,686,689     $1,690,316
                                        ==========     ==========





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




                                      -5-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)


                                           2000           1999
                                         ---------      ---------

REVENUES:
   Oil and gas sales                      $452,972       $222,201
   Interest income                           2,543            988
                                          --------       --------
                                          $455,515       $223,189

COSTS AND EXPENSES:
   Lease operating                        $ 94,775       $ 84,953
   Production tax                           40,513         14,324
   Depreciation, depletion, and
     amortization of oil and gas
     properties                             56,742         60,699
   General and administrative
     (Note 2)                               49,474         48,819
                                          --------       --------
                                          $241,504       $208,795
                                          --------       --------

NET INCOME                                $214,011       $ 14,394
                                          ========       ========
GENERAL PARTNER - NET INCOME              $ 39,664       $ 10,509
                                          ========       ========
LIMITED PARTNERS - NET INCOME             $174,347       $  3,885
                                          ========       ========
NET INCOME per unit                       $   1.26       $    .03
                                          ========       ========
UNITS OUTSTANDING                          138,336        138,336
                                          ========       ========




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




                                      -6-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                            2000           1999
                                         ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                             $214,011       $ 14,394
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                           56,742         60,699
     (Increase) decrease in accounts
       receivable - oil and gas sales    (  65,129)        21,466
     Increase (decrease) in accounts
       payable                           (   2,382)         4,519
                                          --------       --------
Net cash provided by operating
   activities                             $203,242       $101,078
                                          --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                  ($  2,153)     ($  2,337)
   Proceeds from sale of oil and
     gas properties                         21,149              -
                                          --------       --------
Net cash provided (used) by investing
   activities                             $ 18,996      ($  2,337)
                                          --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                    ($215,256)     ($115,990)
                                          --------       --------
Net cash used by financing activities    ($215,256)     ($115,990)
                                          --------       --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                       $  6,982      ($ 17,249)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                     227,298        117,355
                                          --------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                          $234,280       $100,106
                                          ========       ========



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




                                      -7-
<PAGE>




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

                                     ASSETS


                                         March 31,    December 31,
                                           2000           1999
                                        -----------   ------------

CURRENT ASSETS:
   Cash and cash equivalents            $  465,422     $  482,914
   Accounts receivable:
     Oil and gas sales                     447,704        444,436
                                        ----------     ----------
       Total current assets             $  913,126     $  927,350

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method         2,221,868      2,323,346

DEFERRED CHARGE                            197,269        197,269
                                        ----------     ----------
                                        $3,332,263     $3,447,965
                                        ==========     ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                     $   42,716     $   50,407
   Gas imbalance payable                    44,727         44,727
                                        ----------     ----------
       Total current liabilities        $   87,443     $   95,134

ACCRUED LIABILITY                       $  156,396     $  156,396

PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($  169,342)   ($  168,448)
   Limited Partners, issued and
     outstanding, 244,536 units          3,257,766      3,364,883
                                        ----------     ----------
       Total Partners' capital          $3,088,424     $3,196,435
                                        ----------     ----------
                                        $3,332,263     $3,447,965
                                        ==========     ==========




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




                                      -8-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)


                                            2000         1999
                                          --------     --------

REVENUES:
   Oil and gas sales                      $722,449     $469,764
   Interest income                           5,629        2,875
                                          --------     --------
                                          $728,078     $472,639

COSTS AND EXPENSES:
   Lease operating                        $152,454     $126,394
   Production tax                           48,329       33,147
   Depreciation, depletion, and
     amortization of oil and gas
     properties                            101,301      129,619
   General and administrative
     (Note 2)                               87,411       86,220
                                          --------     --------
                                          $389,495     $375,380
                                          --------     --------

NET INCOME                                $338,583     $ 97,259
                                          ========     ========
GENERAL PARTNER - NET INCOME              $ 20,700     $  9,904
                                          ========     ========
LIMITED PARTNERS - NET INCOME             $317,883     $ 87,355
                                          ========     ========
NET INCOME per unit                       $   1.30     $    .36
                                          ========     ========
UNITS OUTSTANDING                          244,536      244,536
                                          ========     ========



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




                                      -9-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                  (Unaudited)
                                          2000             1999
                                        ---------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                           $338,583         $ 97,259
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                        101,301          129,619
     (Increase) decrease in accounts
       receivable - oil and gas sales  (   3,268)          60,862
     Increase (decrease) in accounts
       payable                         (   7,691)             217
                                        --------         --------
Net cash provided by operating
   activities                           $428,925         $287,957
                                        --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                ($    469)       ($ 24,687)
   Proceeds from sale of oil and
     gas properties                          646                -
                                        --------         --------
Net cash provided (used) by investing
   activities                           $    177        ($ 24,687)
                                        --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                  ($446,594)       ($330,007)
                                        --------         --------
Net cash used by financing activities  ($446,594)       ($330,007)
                                        --------         --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                         ($ 17,492)       ($ 66,737)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                   482,914          340,720
                                        --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                        $465,422         $273,983
                                        ========         ========



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




                                      -10-
<PAGE>




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

                                     ASSETS


                                          March 31,   December 31,
                                            2000          1999
                                        -----------   ------------

CURRENT ASSETS:
   Cash and cash equivalents            $  309,296     $  338,669
   Accounts receivable:
     Oil and gas sales                     401,461        371,197
     Property sales (Note 1)               184,000              -
                                        ----------     ----------
       Total current assets             $  894,757     $  709,866

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method         1,011,353      1,047,894

DEFERRED CHARGE                             52,412         52,412
                                        ----------     ----------
                                        $1,958,522     $1,810,172
                                        ==========     ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                     $   53,272     $   74,391
   Gas imbalance payable                     2,361          2,361
                                        ----------     ----------
       Total current liabilities        $   55,633     $   76,752

ACCRUED LIABILITY                       $  181,185     $  181,185

PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($   54,946)   ($   66,221)
   Limited Partners, issued and
     outstanding, 131,008 units          1,776,650      1,618,456
                                        ----------     ----------
       Total Partners' capital          $1,721,704     $1,552,235
                                        ----------     ----------
                                        $1,958,522     $1,810,172
                                        ==========     ==========



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




                                      -11-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)


                                            2000          1999
                                          --------      ---------

REVENUES:
   Oil and gas sales                      $651,712       $393,394
   Interest income                           3,634          1,604
   Gain on sale of oil and gas
     properties                            180,753              -
                                          --------       --------
                                          $836,099       $394,998

COSTS AND EXPENSES:
   Lease operating                        $172,273       $167,212
   Production tax                           43,167         28,906
   Depreciation, depletion, and
     amortization of oil and gas
     properties                             51,649         78,104
   General and administrative
     (Note 2)                               46,822         46,799
                                          --------       --------
                                          $313,911       $321,021
                                          --------       --------

NET INCOME                                $522,188       $ 73,977
                                          ========       ========
GENERAL PARTNER - NET INCOME              $ 27,994       $  6,743
                                          ========       ========
LIMITED PARTNERS - NET INCOME             $494,194       $ 67,234
                                          ========       ========
NET INCOME per unit                       $   3.77       $    .51
                                          ========       ========
UNITS OUTSTANDING                          131,008        131,008
                                          ========       ========




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




                                      -12-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)


                                            2000        1999
                                          ---------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                             $522,188     $ 73,977
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                           51,649       78,104
     Gain on sale of oil and gas
       properties                        ( 180,753)           -
     (Increase) decrease in accounts
       receivable - oil and gas sales    (  30,264)      26,403
     Increase (decrease) in accounts
       payable                           (  21,119)         319
                                          --------     --------
Net cash provided by operating
   activities                             $341,701     $178,803
                                          --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                  ($ 18,630)   ($ 16,717)
   Proceeds from sale of oil and
     gas properties                            275            -
                                          --------     --------
Net cash used by investing activities    ($ 18,355)   ($ 16,717)
                                          --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                    ($352,719)   ($176,693)
                                          --------     --------
Net cash used by financing activities    ($352,719)   ($176,693)
                                          --------     --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                           ($ 29,373)   ($ 14,607)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                     338,669      172,776
                                          --------     --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                          $309,296     $158,169
                                          ========     ========



SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:

The Geodyne III-D  Partnership  sold certain oil and gas  properties  during the
three months ended March 31, 2000 for approximately  $184,000 which was due from
a third party at March 31, 2000.


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




                                      -13-
<PAGE>




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

                                     ASSETS


                                        March 31,     December 31,
                                          2000            1999
                                      ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents           $1,210,139      $1,445,029
   Accounts receivable:
     Oil and gas sales                  1,523,032       1,403,065
     Property sales (Note 1)            1,315,000               -
                                       ----------      ----------
       Total current assets            $4,048,171      $2,848,094

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method        2,710,999       2,776,902

DEFERRED CHARGE                           117,235         117,235
                                       ----------      ----------
                                       $6,876,405      $5,742,231
                                       ==========      ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                    $  284,703      $  398,764
   Gas imbalance payable                   34,902          34,902
                                       ----------      ----------
       Total current liabilities       $  319,605      $  433,666

ACCRUED LIABILITY                      $  530,662      $  530,662

PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($  183,918)    ($  259,526)
   Limited Partners, issued and
     outstanding, 418,266 units         6,210,056       5,037,429
                                       ----------      ----------
       Total Partners' capital         $6,026,138      $4,777,903
                                       ----------      ----------
                                       $6,876,405      $5,742,231
                                       ==========      ==========




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




                                      -14-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)


                                           2000           1999
                                        ----------     ----------

REVENUES:
   Oil and gas sales                    $2,491,244     $1,171,493
   Interest income                          15,149          4,622
   Gain on sale of oil and
     gas properties                      1,285,381              -
                                        ----------     ----------
                                        $3,791,774     $1,176,115

COSTS AND EXPENSES:
   Lease operating                      $  789,851     $  918,218
   Production tax                          159,016         75,277
   Depreciation, depletion, and
     amortization of oil and gas
     properties                            117,052        149,022
   General and administrative
     (Note 2)                              149,485        147,902
                                        ----------     ----------
                                        $1,215,404     $1,290,419
                                        ----------     ----------

NET INCOME (LOSS)                       $2,576,370    ($  114,304)
                                        ==========     ==========
GENERAL PARTNER - NET INCOME            $  132,743     $       15
                                        ==========     ==========
LIMITED PARTNERS - NET INCOME
   (LOSS)                               $2,443,627    ($  114,319)
                                        ==========     ==========
NET INCOME (LOSS) per unit              $     5.84    ($      .27)
                                        ==========     ==========
UNITS OUTSTANDING                          418,266        418,266
                                        ==========     ==========



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




                                      -15-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                           2000           1999
                                        ----------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                    $2,576,370      ($114,304)
   Adjustments to reconcile net income
     (loss) to net cash provided by
     operating activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                          117,052        149,022
     Gain on sale of oil and gas
       properties                      ( 1,285,381)             -
     (Increase) decrease in accounts
       receivable - oil and gas sales  (   119,967)        67,697
     Decrease in accounts payable      (   114,061)     (  39,941)
                                        ----------       --------
Net cash provided by operating
   activities                           $1,174,013       $ 62,474
                                        ----------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                ($   80,768)     ($ 69,034)
                                        ----------       --------
Net cash used by investing
   activities                          ($   80,768)     ($ 69,034)
                                        ----------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                  ($1,328,135)     ($276,804)
                                        ----------       --------
Net cash used by financing activities  ($1,328,135)     ($276,804)
                                        ----------       --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                         ($  234,890)     ($283,364)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                   1,445,029        483,197
                                        ----------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                        $1,210,139       $199,833
                                        ==========       ========


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES

      The Geodyne III-E  Partnership sold certain oil and gas properties  during
      the three ended months March 31, 2000 for  approximately  $1,315,000 which
      was due from a third party at March 31, 2000.


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




                                      -16-
<PAGE>




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

                                     ASSETS


                                          March 31,   December 31,
                                            2000          1999
                                        ------------  ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  484,527    $  803,913
   Accounts receivable:
     Oil and gas sales                      498,806       424,488
                                         ----------    ----------
       Total current assets              $  983,333    $1,228,401

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          2,359,476     2,405,074

DEFERRED CHARGE                              56,227        56,227
                                         ----------    ----------
                                         $3,399,036    $3,689,702
                                         ==========    ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                      $   64,858    $   77,807
   Gas imbalance payable                     55,092        55,092
                                         ----------    ----------
       Total current liabilities         $  119,950    $  132,899

ACCRUED LIABILITY                        $  135,208    $  135,208

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  150,411)  ($  154,318)
   Limited Partners, issued and
     outstanding, 221,484 units           3,294,289     3,575,913
                                         ----------    ----------
       Total Partners' capital           $3,143,878    $3,421,595
                                         ----------    ----------
                                         $3,399,036    $3,689,702
                                         ==========    ==========



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




                                      -17-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)


                                            2000          1999
                                          --------      ---------

REVENUES:
   Oil and gas sales                      $807,556       $438,597
   Interest income                           7,634          3,157
   Loss on sale of oil and gas
     properties                                  -      (     296)
                                          --------       --------
                                          $815,190       $441,458

COSTS AND EXPENSES:
   Lease operating                        $214,563       $197,971
   Production tax                           30,742         19,781
   Depreciation, depletion, and
     amortization of oil and gas
     properties                            113,331        137,357
   General and administrative
     (Note 2)                               79,157         78,076
                                          --------       --------
                                          $437,793       $433,185
                                          --------       --------

NET INCOME                                $377,397       $  8,273
                                          ========       ========
GENERAL PARTNER - NET INCOME              $ 23,021       $  5,750
                                          ========       ========
LIMITED PARTNERS - NET INCOME             $354,376       $  2,523
                                          ========       ========
NET INCOME per unit                       $   1.60       $    .01
                                          ========       ========
UNITS OUTSTANDING                          221,484        221,484
                                          ========       ========




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




                                      -18-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                           2000            1999
                                        ---------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                           $377,397         $  8,273
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                        113,331          137,357
     Loss on sale of oil and gas
       properties                              -              296
     (Increase) decrease in accounts
       receivable - oil and gas sales  (  74,318)          10,999
     Decrease in accounts receivable -
       other                                   -            9,631
     Decrease in accounts payable      (  12,949)       (  58,360)
                                        --------         --------
Net cash provided by operating
   activities                           $403,461         $108,196
                                        --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                ($ 67,733)       ($ 56,553)
                                        --------         --------
Net cash used by investing
   activities                          ($ 67,733)       ($ 56,553)
                                        --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                  ($655,114)       ($149,867)
                                        --------         --------
Net cash used by financing activities  ($655,114)       ($149,867)
                                        --------         --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                         ($319,386)       ($ 98,224)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                   803,913          316,761
                                        --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                        $484,527         $218,537
                                        ========         ========



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




                                      -19-
<PAGE>




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

                                     ASSETS


                                          March 31,   December 31,
                                            2000          1999
                                        ------------  ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  255,737    $  475,226
   Accounts receivable:
     Oil and gas sales                      300,513       259,524
                                         ----------    ----------
       Total current assets              $  556,250    $  734,750

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          1,215,265     1,230,211

DEFERRED CHARGE                              36,477        36,477
                                         ----------    ----------
                                         $1,807,992    $2,001,438
                                         ==========    ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                      $   41,255    $   48,611
   Gas imbalance payable                      7,548         7,548
                                         ----------    ----------
       Total current liabilities         $   48,803    $   56,159

ACCRUED LIABILITY                        $   80,069    $   80,069

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($   88,777)  ($   91,045)
   Limited Partners, issued and
     outstanding, 121,925 units           1,767,897     1,956,255
                                         ----------    ----------
       Total Partners' capital           $1,679,120    $1,865,210
                                         ----------    ----------
                                         $1,807,992    $2,001,438
                                         ==========    ==========




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




                                      -20-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)


                                            2000           1999
                                          --------      ---------

REVENUES:
   Oil and gas sales                      $485,737       $266,481
   Interest income                           4,207          1,592
   Loss on sale of oil and gas
     properties                                  -      (     196)
                                          --------       --------
                                          $489,944       $267,877

COSTS AND EXPENSES:
   Lease operating                        $138,711       $142,384
   Production tax                           19,232         12,069
   Depreciation, depletion, and
     amortization of oil and gas
     properties                             52,090         83,246
   General and administrative
     (Note 2)                               43,579         43,021
                                          --------       --------
                                          $253,612       $280,720
                                          --------       --------

NET INCOME (LOSS)                         $236,332      ($ 12,843)
                                          ========       ========
GENERAL PARTNER - NET INCOME              $ 13,690       $  2,608
                                          ========       ========
LIMITED PARTNERS - NET INCOME (LOSS)      $222,642      ($ 15,451)
                                          ========       ========
NET INCOME (LOSS) per unit                $   1.83      ($    .13)
                                          ========       ========
UNITS OUTSTANDING                          121,925        121,925
                                          ========       ========




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




                                      -21-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)


                                            2000          1999
                                          ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                      $236,332    ($ 12,843)
   Adjustments to reconcile net income
     (loss) to net cash provided by
     operating activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                           52,090       83,246
     Loss on sale of oil and gas
       properties                                -          196
     (Increase) decrease in accounts
       receivable - oil and gas sales    (  40,989)       2,778
     Decrease in accounts receivable -
       other                                     -        6,369
     Decrease in accounts payable        (   7,356)   (  25,359)
                                          --------     --------
Net cash provided by operating
   activities                             $240,077     $ 54,387
                                          --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                  ($ 37,144)   ($ 28,681)
                                          --------     --------
Net cash used by investing activities    ($ 37,144)   ($ 28,681)
                                          --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                    ($422,422)   ($ 87,534)
                                          --------     --------
Net cash used by financing activities    ($422,422)   ($ 87,534)
                                          --------     --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                           ($219,489)   ($ 61,828)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                     475,226      169,558
                                          --------     --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                          $255,737     $107,730
                                          ========     ========



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




                                      -22-
<PAGE>




            GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                  CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2000
                                   (Unaudited)


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

      The balance sheets as of March 31, 2000,  statements of operations for the
      three months ended March 31, 2000 and 1999,  and  statements of cash flows
      for the three months  ended March 31, 2000 and 1999 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 March 31, 2000,  the results of operations  for the
      three  months  ended March 31,  2000 and 1999,  and the cash flows for the
      three months ended March 31, 2000 and 1999.

      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, 1999. The
      results  of  operations  for the  period  ended  March  31,  2000  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.

      ACCOUNTS RECEIVABLE - PROPERTY SALES
      ------------------------------------

      The accounts  receivable - property  sales at March 31, 2000 for the III-D
      and III-E  Partnerships  represents  accrued estimated proceeds due from a
      third  party for the sale of  certain  oil and gas  properties  during the
      three months ended March 31, 2000.

      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




                                      -23-
<PAGE>




      producing  properties,  including  related title  insurance or examination
      costs,  commissions,  engineering,  legal and accounting fees, and similar
      costs directly related to the acquisitions,  plus an allocated portion, of
      the General  Partner's  property  screening costs. The acquisition cost to
      the Partnerships of properties acquired by the General Partner is adjusted
      to reflect the net cash results of operations, including interest incurred
      to finance the acquisition, for the period of time the properties are held
      by the  General  Partner  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  proceeds  are credited to oil and gas
      properties.


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  March 31,  2000 the  following  payments  were made to the  General
      Partner or its affiliates by the Partnerships:


                            Direct General       Administrative
           Partnership     and Administrative       Overhead
           -----------     -------------------   ---------------
              III-A             $24,910             $ 69,468
              III-B              13,069               36,405
              III-C              23,058               64,353
              III-D              12,346               34,476
              III-E              39,415              110,070
              III-F              20,873               58,284
              III-G              11,494               32,085




                                      -24-
<PAGE>





      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.




<PAGE>


ITEM 2.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND
           RESULTS OF OPERATIONS

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

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

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

GENERAL
- -------

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





                                      -25-
<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  March  31,  2000  and the net  revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

      Occasional  expenditures for new wells or well  recompletion or workovers,
      however,  may reduce or eliminate cash available for particular  quarterly
      cash  distribution.  During the three months ended March 31, 2000, capital
      expenditures  for the III-F and III-G  Partnerships  totaled  $67,733  and
      $37,144,  respectively.  These expenditures were primarily due to drilling
      activities  associated  with a large  unitized  property,  the Trail Unit,
      located in  Sweetwater  County,  Wyoming,  in which the  Partnerships  own
      interests of 15.6% and 7.8%, respectively.

      Pursuant to the terms of the Partnership  Agreements for the  Partnerships
      (the "Partnership  Agreements") the Partnerships were initially  scheduled
      to terminate on the dates  indicated  in the  "Initial  Termination  Date"
      column of the following




                                      -26-
<PAGE>




      chart.  However,  the  Partnership  Agreements  provide  that the  General
      Partner may extend the term of each  Partnership for up to five periods of
      two years  each.  As of the date of this  Quarterly  Report,  the  General
      Partner has extended the terms of the III-A, III-B, and III-C Partnerships
      for the first two-year extension period.  Therefore,  the Partnerships are
      currently  scheduled to  terminate on the dates  indicated in the "Current
      Termination Date" column of the following chart.

                      Initial        Extensions     Current
      Partnership Termination Date   Exercised  Termination Date
      ----------- -----------------  ---------  -----------------
         III-A    November 22, 1999       1      November 22, 2001
         III-B    January 24, 2000        1     January 24, 2002
         III-C    February 28, 2000       1      February 28, 2002
         III-D    September 5, 2000       -      September 5, 2000
         III-E    December 26, 2000       -      December 26, 2000
         III-F    March 7, 2001            -     March 7, 2001
         III-G    September 20, 2001       -     September 20, 2001

      As of the date of this Quarterly  Report,  the General  Partner intends to
      extend the term of the III-D Partnership for its first two-year  extension
      period.  The General Partner has not determined  whether it intends to (i)
      further extend the terms of such  Partnerships  or (ii) extend the term of
      any other Partnership.

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

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis  of results of  operations  provided  below.  The most  important
      variables affecting the Partnerships' revenues are the prices received for
      the  sale of oil and gas and  the  volumes  of oil and gas  produced.  The
      Partnerships'  production  is mainly  natural  gas,  so such  pricing  and
      volumes are the most significant factors.

      Due to the volatility of oil and gas prices,  forecasting future prices is
      subject to great  uncertainty  and  inaccuracy.  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.
      However,  oil and gas are  depleting  assets,  so it can be expected  that
      production  levels  will  decline  over time.  Recent gas prices have been
      higher than the Partnerships'  historical average. This is attributable to
      the higher prices for crude oil, a




                                      -27-
<PAGE>




      substitute  fuel in  some  markets,  and  reduced  production  due to low
      prices in 1998.

      III-A PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                      Three Months Ended March 31,
                                      ----------------------------
                                             2000          1999
                                           --------      --------
      Oil and gas sales                    $655,246      $420,696
      Oil and gas production expenses      $219,148      $151,498
      Barrels produced                       12,860         9,255
      Mcf produced                          155,453       191,250
      Average price/Bbl                    $  26.70      $  10.89
      Average price/Mcf                    $   2.01      $   1.67

      As shown in the table above,  total oil and gas sales  increased  $234,550
      (55.8%) for the three months ended March 31, 2000 as compared to the three
      months ended March 31, 1999. Of this increase,  approximately $203,000 and
      $52,000, respectively,  were related to increases in the average prices of
      oil and gas sold and  approximately  $39,000 was related to an increase in
      volumes of oil sold.  These increases were partially  offset by a decrease
      of  approximately  $60,000  related to a decrease  in volumes of gas sold.
      Volumes of oil sold  increased  3,605  barrels,  while volumes of gas sold
      decreased 35,797 Mcf for the three months ended March 31, 2000 as compared
      to the three months  ended March 31, 1999.  The increase in volumes of oil
      sold was primarily due to increased  production on two  significant  wells
      during  the  three  months  ended  March  31,  2000 due to the  successful
      workover of those wells during  1999.  The decrease in volumes of gas sold
      was  primarily  due  to  normal   declines  in  production  and  decreased
      production on one significant well during the three months ended March 31,
      2000 following a casing leak repair.  Average oil and gas prices increased
      to $26.70 per barrel and $2.01 per Mcf, respectively, for the three months
      ended   March  31,  2000  from  $10.89  per  barrel  and  $1.67  per  Mcf,
      respectively, for the three months ended March 31, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $67,650  (44.7%) for the three months ended
      March 31, 2000 as compared to the three months ended March 31, 1999.  This
      increase  was  primarily  due to  (i)  an  increase  in  production  taxes
      associated  with the increase of oil and gas sales,  (ii) a positive prior
      period  lease  operating  expense  adjustment  made by the operator on one
      significant  well during the three months ended March 31, 2000,  and (iii)
      an increase in salt water disposal expenses incurred on two significant




                                      -28-
<PAGE>




      wells  during the three  months  ended  March 31,  2000 as compared to the
      three months ended March 31, 1999.  As a percentage  of oil and gas sales,
      these  expenses  decreased  to 33.4% for the three  months ended March 31,
      2000 from 36.0% for the three months ended March 31, 1999.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $23,224  (19.2%) for the three  months  ended March 31, 2000 as
      compared to the three  months  ended March 31,  1999.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves at December 31, 1999 and the decrease in volumes of gas sold.
      As a percentage of oil and gas sales,  this expense decreased to 14.9% for
      the three  months  ended  March 31,  2000 from 28.7% for the three  months
      ended March 31, 1999.  This  percentage  decrease was primarily due to the
      increases in the average prices of oil and gas sold.

      General and administrative  expenses increased $1,322 (1.4%) for the three
      months  ended March 31, 2000 as compared to the three  months  ended March
      31, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 14.4% for the three  months  ended  March 31,  2000 from  22.1% for the
      three months ended March 31, 1999. This percentage  decrease was primarily
      due to the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling   $26,304,701  or  99.65%  of  Limited   Partners'  capital
      contributions.  The III-A  Partnership  achieved  payout during the second
      quarter of 2000.  After  payout,  operations  and  revenues  for the III-A
      Partnership   have  been  and  will  be   allocated   using  after  payout
      percentages.  After  payout  percentages  allocate  operating  income  and
      expenses  10% to the  General  Partner  and 90% to the  Limited  Partners.
      Before  payout,  operating  income and expenses  were  allocated 5% to the
      General  Partner and 95% to the Limited  Partners.  See the  Partnership's
      Annual  Report on Form 10-K for the year  ended  December  31,  1999 for a
      further  discussion  of pre and post  payout  allocations  of  income  and
      expense.





                                      -29-
<PAGE>





      III-B PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                      Three Months Ended March 31,
                                      ----------------------------
                                             2000           1999
                                           --------       --------
      Oil and gas sales                    $452,972       $222,201
      Oil and gas production expenses      $135,288       $ 99,277
      Barrels produced                       11,285          7,961
      Mcf produced                           72,974         78,691
      Average price/Bbl                    $  26.94       $  11.30
      Average price/Mcf                    $   2.04       $   1.68

      As shown in the table above,  total oil and gas sales  increased  $230,771
      (103.9%)  for the three  months  ended  March 31,  2000 as compared to the
      three  months  ended  March  31,  1999.  Of this  increase,  approximately
      $177,000  and  $26,000,  respectively,  were  related to  increases in the
      average prices of oil and gas sold and  approximately  $38,000 was related
      to an increase in volumes of oil sold. Volumes of oil sold increased 3,324
      barrels,  while  volumes  of gas sold  decreased  5,717  Mcf for the three
      months  ended March 31, 2000 as compared to the three  months  ended March
      31,  1999.  The  increase  in  volumes  of oil sold was  primarily  due to
      increased  production  on two  significant  wells  during the three months
      ended March 31, 2000 due to the successful  workover of those wells during
      1999.  Average oil and gas prices increased to $26.94 per barrel and $2.04
      per Mcf,  respectively,  for the three  months  ended  March 31, 2000 from
      $11.30 per barrel and $1.68 per Mcf,  respectively,  for the three  months
      ended March 31, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $36,011  (36.3%) for the three months ended
      March 31, 2000 as compared to the three months ended March 31, 1999.  This
      increase  was  primarily  due to  (i)  an  increase  in  production  taxes
      associated  with the increase in oil and gas sales,  (ii) a positive prior
      period  lease  operating  expense  adjustment  made by the operator on one
      significant  well during the three months ended March 31, 2000,  and (iii)
      an increase in salt water disposal  expenses  incurred on two  significant
      wells  during the three  months  ended  March 31,  2000 as compared to the
      three months ended March 31, 1999.  As a percentage  of oil and gas sales,
      these  expenses  decreased  to 29.9% for the three  months ended March 31,
      2000 from 44.7% for the three months ended March 31, 1999. This percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold.




                                      -30-
<PAGE>





      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $3,957  (6.5%) for the three  months  ended  March 31,  2000 as
      compared to the three months ended March 31, 1999.  As a percentage of oil
      and gas sales,  this expense decreased to 12.5% for the three months ended
      March 31, 2000 from 27.3% for the three months ended March 31, 1999.  This
      percentage  decrease  was  primarily  due to the  increases in the average
      prices of oil and gas sold.

      General and  administrative  expenses  increased $655 (1.3%) for the three
      months  ended March 31, 2000 as compared to the three  months  ended March
      31, 1999. As a percentage of oil and gas sales, this percentage  decreased
      to 10.9% for the three  months  ended  March 31,  2000 from  22.0% for the
      three months ended March 31, 1999. This percentage  decrease was primarily
      due to the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling   $15,296,353  or  110.57%  of  Limited  Partners'  capital
      contributions.

      III-C PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                      Three Months Ended March 31,
                                      ----------------------------
                                             2000           1999
                                           --------       --------
      Oil and gas sales                    $722,449       $469,764
      Oil and gas production expenses      $200,783       $159,541
      Barrels produced                        5,898          5,417
      Mcf produced                          249,967        272,481
      Average price/Bbl                    $  28.28       $  11.86
      Average price/Mcf                    $   2.22       $   1.49

      As shown in the table above,  total oil and gas sales  increased  $252,685
      (53.8%) for the three months ended March 31, 2000 as compared to the three
      months ended March 31, 1999. Of this increase,  approximately  $97,000 and
      $184,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These increases were partially  offset by a decrease of
      approximately  $34,000  related  to a  decrease  in  volumes  of gas sold.
      Volumes  of oil sold  increased  481  barrels,  while  volumes of gas sold
      decreased 22,514 Mcf for the three months ended March 31, 2000 as compared
      to the three  months  ended  March 31,  1999.  Average  oil and gas prices
      increased  to $28.28 per barrel and $2.22 per Mcf,  respectively,  for the
      three  months  ended  March 31,  2000 from $11.86 per barrel and $1.49 per
      Mcf, respectively, for the three months ended March 31, 1999.




                                      -31-
<PAGE>





      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $41,242  (25.9%) for the three months ended
      March 31, 2000 as compared to the three months ended March 31, 1999.  This
      increase was primarily due to the timing of payment of ad valorem taxes on
      three  significant  wells and an increase in production  taxes  associated
      with the  increase in oil and gas sales.  As a  percentage  of oil and gas
      sales,  these expenses decreased to 27.8% for the three months ended March
      31,  2000 from  34.0% for the three  months  ended  March 31,  1999.  This
      percentage  decrease  was  primarily  due to the  increases in the average
      prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $28,318  (21.8%) for the three  months  ended March 31, 2000 as
      compared to the three  months  ended March 31,  1999.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves at December 31, 1999 and the decrease in volumes of gas sold.
      As a percentage of oil and gas sales,  this expense decreased to 14.0% for
      the three  months  ended  March 31,  2000 from 27.6% for the three  months
      ended March 31, 1999.  This  percentage  decrease was primarily due to the
      increases in the average prices of oil and gas sold.

      General and administrative  expenses increased $1,191 (1.4%) for the three
      months  ended March 31, 2000 as compared to the three  months  ended March
      31, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 12.1% for the three  months  ended  March 31,  2000 from  18.4% for the
      three months ended March 31, 1999. This percentage  decrease was primarily
      due to the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling   $18,864,795  or  77.15%  of  Limited   Partners'  capital
      contributions.






                                      -32-
<PAGE>





      III-D PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                      Three Months Ended March 31,
                                      ----------------------------
                                             2000           1999
                                           --------       --------
      Oil and gas sales                    $651,712       $393,394
      Oil and gas production expenses      $215,440       $196,118
      Barrels produced                        9,300          9,478
      Mcf produced                          172,060        197,820
      Average price/Bbl                    $  25.19       $   9.50
      Average price/Mcf                    $   2.43       $   1.53

      As shown in the table above,  total oil and gas sales  increased  $258,318
      (65.7%) for the three months ended March 31, 2000 as compared to the three
      months ended March 31, 1999. Of this increase,  approximately $146,000 and
      $154,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These increases were partially  offset by a decrease of
      approximately  $40,000  related  to a  decrease  in  volumes  of gas sold.
      Volumes  of oil and  gas  sold  decreased  178  barrels  and  25,760  Mcf,
      respectively, for the three months ended March 31, 2000 as compared to the
      three months ended March 31, 1999. The decrease in volumes of gas sold was
      primarily due to normal declines in production and the III-D Partnership's
      receipt of a reduced  percentage of sales on one  significant  well during
      the  three  months  ended  March  31,  2000  due to its  overproduced  gas
      balancing  position in that well.  Average oil and gas prices increased to
      $25.19 per barrel and $2.43 per Mcf,  respectively,  for the three  months
      ended   March  31,   2000  from  $9.50  per  barrel  and  $1.53  per  Mcf,
      respectively, for the three months ended March 31, 1999.


      The III-D Partnership sold certain oil and gas properties during the three
      months ended March 31, 2000 and  recognized a $180,753 gain on such sales.
      No such sales occurred during the three months ended March 31, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $19,322  (9.9%) for the three  months ended
      March 31, 2000 as compared to the three months ended March 31, 1999.  This
      increase was primarily due to the timing of payment of ad valorem taxes on
      three  significant  wells and an increase in production  taxes  associated
      with increases in oil and gas sales. These increases were partially offset
      by a positive prior period lease operating expense  adjustment made by the
      operator on one significant well during the three months ended March 31,




                                      -33-
<PAGE>




      1999. As a percentage of oil and gas sales,  these  expenses  decreased to
      33.1% for the three  months  ended March 31, 2000 from 49.9% for the three
      months ended March 31, 1999. This percentage decrease was primarily due to
      the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $26,455  (33.9%) for the three  months  ended March 31, 2000 as
      compared to the three  months  ended March 31,  1999.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves at December 31, 1999 and the  decreases in volumes of oil and
      gas sold. As a percentage of oil and gas sales,  this expense decreased to
      7.9% for the three  months  ended  March 31, 2000 from 19.9% for the three
      months ended March 31, 1999. This percentage decrease was primarily due to
      the increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant for the
      three  months  ended March 31, 2000 as compared to the three  months ended
      March 31,  1999.  As a  percentage  of oil and gas sales,  these  expenses
      decreased to 7.2% for the three months ended March 31, 2000 from 11.9% for
      the three  months  ended March 31,  1999.  This  percentage  decrease  was
      primarily due to the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling  $9,635,669  or 73.55%  of the  Limited  Partners'  capital
      contributions.

      III-E PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                      Three Months Ended March 31,
                                      ----------------------------
                                            2000           1999
                                         ----------     ----------
      Oil and gas sales                  $2,491,244     $1,171,493
      Oil and gas production expenses    $  948,867     $  993,495
      Barrels produced                       55,103         55,388
      Mcf produced                          424,553        412,780
      Average price/Bbl                  $    24.64     $     9.22
      Average price/Mcf                  $     2.67     $     1.60

      As shown in the table above, total oil and gas sales increased  $1,319,751
      (112.7%)  for the three  months  ended  March 31,  2000 as compared to the
      three  months  ended  March  31,  1999.  Of this  increase,  approximately
      $850,000  and  $454,000,  respectively,  were  related to increases in the
      average  prices of oil and gas sold.  Volumes  of oil sold  decreased  285
      barrels, while volumes of gas sold increased




                                      -34-
<PAGE>




      11,773 Mcf for the three  months  ended  March 31, 2000 as compared to the
      three months ended March 31, 1999. Average oil and gas prices increased to
      $24.64 per barrel and $2.67 per Mcf,  respectively,  for the three  months
      ended   March  31,   2000  from  $9.22  per  barrel  and  $1.60  per  Mcf,
      respectively, for the three months ended March 31, 1999.

      The III-E Partnership sold certain oil and gas properties during the three
      months  ended March 31, 2000 and  recognized  as  $1,285,381  gain on such
      sales.  No such sales  occurred  during the three  months  ended March 31,
      1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $44,628  (4.5%) for the three  months ended
      March 31, 2000 as compared to the three months ended March 31, 1999.  This
      decrease was  primarily  due to a positive  prior  period lease  operating
      expense  adjustment  by the  operator on one  significant  well during the
      three months ended March 31, 1999,  which decrease was partially offset by
      an increase in production  taxes  associated  with the increase in oil and
      gas sales. As a percentage of oil and gas sales,  these expenses decreased
      to 38.1% for the three  months  ended  March 31,  2000 from  84.8% for the
      three months ended March 31, 1999. This percentage  decrease was primarily
      due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $31,970  (21.5%) for the three  months  ended March 31, 2000 as
      compared to the three  months  ended March 31,  1999.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves at December 31, 1999.  As a percentage  of oil and gas sales,
      this expense  decreased to 4.7% for three months ended March 31, 2000 from
      12.7% for the three months ended March 31, 1998. This percentage  decrease
      was primarily  due to the  increases in the average  prices of oil and gas
      sold.

      General and administrative  expenses increased $1,583 (1.1%) for the three
      months  ended March 31, 2000 as compared to the three  months  ended March
      31, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 6.0% for the three months ended March 31, 2000 from 12.6% for the three
      months ended March 31, 1999. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling  $32,588,016  or 77.91% of the  Limited  Partners'  capital
      contributions.





                                      -35-
<PAGE>





      III-F PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                      Three Months Ended March 31,
                                      ----------------------------
                                             2000           1999
                                           --------       --------
      Oil and gas sales                    $807,556       $438,597
      Oil and gas production expenses      $245,305       $217,752
      Barrels produced                       12,892         14,872
      Mcf produced                          201,331        180,095
      Average price/Bbl                    $  26.46       $  10.66
      Average price/Mcf                    $   2.32       $   1.55

      As shown in the table above,  total oil and gas sales  increased  $368,959
      (84.1%) for the three months ended March 31, 2000 as compared to the three
      months ended March 31, 1999. Of this increase,  approximately $204,000 and
      $153,000, respectively, were related to increases in the average prices of
      oil and gas sold.  Volumes  of oil sold  decreased  1,980  barrels,  while
      volumes of gas sold increased  21,236 Mcf for the three months ended March
      31,  2000 as  compared  to the three  months  ended  March 31,  1999.  The
      decrease in volumes of oil sold was primarily  due to (i) normal  declines
      in production and (ii) a positive prior period volume  adjustment  made by
      the purchaser on one significant  well during the three months ended March
      31, 1999.  The increase in volumes of gas sold was  primarily due to (i) a
      positive  prior  period  volume  adjustment  made by the  purchaser on one
      significant  well  during the three  months  ended March 31, 2000 and (ii)
      increased production on one significant well during the three months ended
      March 31, 2000 due to the  successful  workover of that well during  1999.
      Average  oil and gas prices  increased  to $26.46 per barrel and $2.32 per
      Mcf,  respectively,  for the three months ended March 31, 2000 from $10.66
      per barrel and $1.55 per Mcf,  respectively,  for the three  months  ended
      March 31, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $27,553  (12.7%) for the three months ended
      March 31, 2000 as compared to the three months ended March 31, 1999.  This
      increase was primarily due to the reversal of a litigation  accrual during
      the three months ended March 31, 1999 and an increase in production  taxes
      associated  with the increase in oil and gas sales.  These  increases were
      partially offset by a decrease in lease operating expenses due to the sale
      of several wells during 1999. As a percentage of oil and gas sales,  these
      expenses decreased to 30.4% for the three months ended March 31, 2000 from
      49.6% for the three months ended March 31,




                                      -36-
<PAGE>




      1999.  This  percentage  decrease was  primarily  due to the increases in
      the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $24,026  (17.5%) for the three  months  ended March 31, 2000 as
      compared to the three  months  ended March 31,  1999.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves at December 31, 1999.  As a percentage  of oil and gas sales,
      this expense decreased to 14.0% for three months ended March 31, 2000 from
      31.3% for the three months ended March 31, 1999. This percentage  decrease
      was primarily  due to the  increases in the average  prices of oil and gas
      sold and the dollar decrease in depreciation, depletion, and amortization.

      General and administrative  expenses increased $1,081 (1.4%) for the three
      months  ended March 31, 2000 as compared to the three  months  ended March
      31, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 9.8% for the three months ended March 31, 2000 from 17.8% for the three
      months ended March 31, 1999. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling  $12,259,904  or 55.35% of the  Limited  Partners'  capital
      contributions.

      III-G PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 1999.

                                      Three Months Ended March 31,
                                      ----------------------------
                                             2000           1999
                                           --------       --------
      Oil and gas sales                    $485,737       $266,481
      Oil and gas production expenses      $157,943       $154,453
      Barrels produced                        9,271         10,937
      Mcf produced                          102,219         96,544
      Average price/Bbl                    $  26.56       $  10.69
      Average price/Mcf                    $   2.34       $   1.55

      As shown in the table above,  total oil and gas sales  increased  $219,256
      (82.3%) for the three months ended March 31, 2000 as compared to the three
      months ended March 31, 1999. Of this increase,  approximately $147,000 and
      $81,000, respectively,  were related to increases in the average prices of
      oil and gas sold.  Volumes  of oil sold  decreased  1,666  barrels,  while
      volumes of gas sold  increased  5,675 Mcf for the three months ended March
      31,  2000 as  compared  to the three  months  ended  March 31,  1999.  The
      decrease in volumes of oil sold was primarily  due to (i) normal  declines
      in




                                      -37-
<PAGE>




      production and (ii) a positive prior period volume  adjustment made by the
      purchaser on one significant  well during the three months ended March 31,
      1999.  The  increase  in  volumes of gas sold was  primarily  due to (i) a
      positive  prior  period  volume  adjustment  made by the  purchaser on one
      significant  well  during the three  months  ended March 31, 2000 and (ii)
      increased production on one significant well during the three months ended
      March 31, 2000 due to the  successful  workover of that well during  1999.
      Average  oil and gas prices  increased  to $26.56 per barrel and $2.34 per
      Mcf,  respectively,  for the three months ended March 31, 2000 from $10.69
      per barrel and $1.55 per Mcf,  respectively,  for the three  months  ended
      March 31, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) increased $3,490 (2.3%) for the three months ended March
      31, 2000 as  compared  to the three  months  ended  March 31,  1999.  This
      increase was primarily due to the reversal of a litigation  accrual during
      the three months ended March 31, 1999 and an increase in production  taxes
      associated  with the increase in oil and gas sales.  These  increases were
      partially offset by a decrease in lease operating expenses due to the sale
      of several wells during 1999. As a percentage of oil and gas sales,  these
      expenses decreased to 32.5% for the three months ended March 31, 2000 from
      58.0% for the three months ended March 31, 1999. This percentage  decrease
      was primarily  due to the  increases in the average  prices of oil and gas
      sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $31,156  (37.4%) for the three  months  ended March 31, 2000 as
      compared to the three  months  ended March 31,  1999.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves at December 31, 1999.  As a percentage  of oil and gas sales,
      this expense decreased to 10.7% for three months ended March 31, 2000 from
      31.2% for the three months ended March 31, 1999. This percentage  decrease
      was primarily  due to the  increases in the average  prices of oil and gas
      sold and the dollar decrease in depreciation, depletion, and amortization.

      General and  administrative  expenses  increased $558 (1.3%) for the three
      months  ended March 31, 2000 as compared to the three  months  ended March
      31, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 9.0% for the three months ended March 31, 2000 from 16.1% for the three
      months ended March 31, 1999. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2000  totaling  $6,562,287  or 53.82%  of the  Limited  Partners'  capital
      contributions.




                                      -38-
<PAGE>





YEAR 2000 COMPUTER ISSUES
- -------------------------

      The year  2000  issue  refers  to the  inability  of  computer  and  other
      information   technology   systems  to  properly  process  date  and  time
      information,  stemming from the earlier programming  practice of using two
      digits  rather than four to represent the year in a date. To the knowledge
      of the General Partner, the Partnerships have not experienced any material
      effects from the year 2000 issue.  Costs incurred by the  Partnerships  in
      order  to  ensure  year  2000  compatibility  were  not  material  to  the
      Partnerships.





                                      -39-
<PAGE>




ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
           RISK.

           The Partnerships do not hold any market risk sensitive instruments.





                                      -40-
<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 March 31, 2000 and for the three
                     months ended March 31, 2000, filed herewith.

27.2                 Financial  Data  Schedule   containing   summary  financial
                     information   extracted   from  the   III-B   Partnership's
                     financial statements as of March 31, 2000 and for the three
                     months ended March 31, 2000, filed herewith.

27.3                 Financial  Data  Schedule   containing   summary  financial
                     information   extracted   from  the   III-C   Partnership's
                     financial statements as of March 31, 2000 and for the three
                     months ended March 31, 2000, filed herewith.

27.4                 Financial  Data  Schedule   containing   summary  financial
                     information   extracted   from  the   III-D   Partnership's
                     financial statements as of March 31, 2000 and for the three
                     months ended March 31, 2000, filed herewith.

27.5                 Financial  Data  Schedule   containing   summary  financial
                     information   extracted   from  the   III-E   Partnership's
                     financial statements as of March 31, 2000 and for the three
                     months ended March 31, 2000, filed herewith.

27.6                 Financial  Data  Schedule   containing   summary  financial
                     information   extracted   from  the   III-F   Partnership's
                     financial statements as of March 31, 2000 and for the three
                     months ended March 31, 2000, filed herewith.

27.7                 Financial  Data  Schedule   containing   summary  financial
                     information   extracted   from  the   III-G   Partnership's
                     financial statements as of March 31, 2000 and for the three
                     months ended March 31, 2000, filed herewith.

                     All other exhibits are omitted as inapplicable.




                                      -41-
<PAGE>




(b)   Reports on Form 8-K.

           Current Report on Form 8-K filed during the first quarter of 2000:

           Date of Event:                 January 28, 2000
           Date filed with the SEC:       January 28, 2000
           Items Included:                Item 5 - Other Events
                                          Item 7 - Exhibits




                                      -42-
<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:  May 12, 2000            By:      /s/Dennis R. Neill
                                  --------------------------------
                                       (Signature)
                                       Dennis R. Neill
                                       President


Date:  May 12, 2000            By:     /s/Patrick M. Hall
                                  --------------------------------
                                      (Signature)
                                      Patrick M. Hall
                                      Principal Accounting Officer




                                      -43-
<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 March 31, 2000 and for the three  months
           ended March 31, 2000, 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 March 31, 2000 and for the three  months
           ended March 31, 2000, 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 March 31, 2000 and for the three  months
           ended March 31, 2000, 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 March 31, 2000 and for the three  months
           ended March 31, 2000, 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 March 31, 2000 and for the three  months
           ended March 31, 2000, 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 March 31, 2000 and for the three  months
           ended March 31, 2000, 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 March 31, 2000 and for the three  months
           ended March 31, 2000, filed herewith.

           All other exhibits are omitted as inapplicable.




                                      -44-

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000860745
<NAME>                         GEODYNE ENERGY INCOME LTD PARTNERSHIP III-A

<S>                            <C>
<PERIOD-TYPE>                  3-MOS
<FISCAL-YEAR-END>              DEC-31-2000
<PERIOD-START>                 JAN-01-2000
<PERIOD-END>                   MAR-31-2000
<CASH>                            394,936
<SECURITIES>                            0
<RECEIVABLES>                     409,074
<ALLOWANCES>                            0
<INVENTORY>                             0
<CURRENT-ASSETS>                  804,010
<PP&E>                         17,185,971
<DEPRECIATION>                 15,508,407
<TOTAL-ASSETS>                  2,761,225
<CURRENT-LIABILITIES>              81,481
<BONDS>                                 0
                   0
                             0
<COMMON>                                0
<OTHER-SE>                      2,629,692
<TOTAL-LIABILITY-AND-EQUITY>    2,761,225
<SALES>                           655,246
<TOTAL-REVENUES>                  659,856
<CGS>                                   0
<TOTAL-COSTS>                     411,224
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      0
<INCOME-PRETAX>                   248,632
<INCOME-TAX>                            0
<INCOME-CONTINUING>               248,632
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                      248,632
<EPS-BASIC>                          0.88
<EPS-DILUTED>                           0



</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000863835
<NAME>                         GEODYNE ENERGY INCOME LTD PARTNERSHIP III-B

<S>                            <C>
<PERIOD-TYPE>                  3-MOS
<FISCAL-YEAR-END>              DEC-31-2000
<PERIOD-START>                 JAN-01-2000
<PERIOD-END>                   MAR-31-2000
<CASH>                            234,280
<SECURITIES>                            0
<RECEIVABLES>                     279,988
<ALLOWANCES>                            0
<INVENTORY>                             0
<CURRENT-ASSETS>                  514,268
<PP&E>                          9,969,646
<DEPRECIATION>                  9,026,859
<TOTAL-ASSETS>                  1,686,689
<CURRENT-LIABILITIES>              46,720
<BONDS>                                 0
                   0
                             0
<COMMON>                                0
<OTHER-SE>                      1,606,511
<TOTAL-LIABILITY-AND-EQUITY>    1,686,689
<SALES>                           452,972
<TOTAL-REVENUES>                  455,515
<CGS>                                   0
<TOTAL-COSTS>                     241,504
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      0
<INCOME-PRETAX>                   214,011
<INCOME-TAX>                            0
<INCOME-CONTINUING>               214,011
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                      214,011
<EPS-BASIC>                          1.26
<EPS-DILUTED>                           0



</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000863837
<NAME>                         GEODYNE ENERGY INCOME LTD PARTNERSHIP III-C

<S>                            <C>
<PERIOD-TYPE>                  3-MOS
<FISCAL-YEAR-END>              DEC-31-2000
<PERIOD-START>                 JAN-01-2000
<PERIOD-END>                   MAR-31-2000
<CASH>                            465,422
<SECURITIES>                            0
<RECEIVABLES>                     447,704
<ALLOWANCES>                            0
<INVENTORY>                             0
<CURRENT-ASSETS>                  913,126
<PP&E>                         20,635,810
<DEPRECIATION>                 18,413,942
<TOTAL-ASSETS>                  3,332,263
<CURRENT-LIABILITIES>              87,443
<BONDS>                                 0
                   0
                             0
<COMMON>                                0
<OTHER-SE>                      3,088,424
<TOTAL-LIABILITY-AND-EQUITY>    3,332,263
<SALES>                           722,449
<TOTAL-REVENUES>                  728,078
<CGS>                                   0
<TOTAL-COSTS>                     389,495
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      0
<INCOME-PRETAX>                   338,583
<INCOME-TAX>                            0
<INCOME-CONTINUING>               338,583
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                      338,583
<EPS-BASIC>                          1.30
<EPS-DILUTED>                           0



</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000870229
<NAME>                         GEODYNE ENERGY INCOME LTD PARTNERSHIP III-D

<S>                            <C>
<PERIOD-TYPE>                  3-MOS
<FISCAL-YEAR-END>              DEC-31-2000
<PERIOD-START>                 JAN-01-2000
<PERIOD-END>                   MAR-31-2000
<CASH>                            309,296
<SECURITIES>                            0
<RECEIVABLES>                     585,461
<ALLOWANCES>                            0
<INVENTORY>                             0
<CURRENT-ASSETS>                  894,757
<PP&E>                         12,239,506
<DEPRECIATION>                 11,228,153
<TOTAL-ASSETS>                  1,958,522
<CURRENT-LIABILITIES>              55,633
<BONDS>                                 0
                   0
                             0
<COMMON>                                0
<OTHER-SE>                      1,721,704
<TOTAL-LIABILITY-AND-EQUITY>    1,958,522
<SALES>                           651,712
<TOTAL-REVENUES>                  836,099
<CGS>                                   0
<TOTAL-COSTS>                     313,911
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      0
<INCOME-PRETAX>                   522,188
<INCOME-TAX>                            0
<INCOME-CONTINUING>               522,188
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                      522,188
<EPS-BASIC>                          3.77
<EPS-DILUTED>                           0



</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000872121
<NAME>                         GEODYNE ENERGY INCOME LTD PARTNERSHIP III-E

<S>                            <C>
<PERIOD-TYPE>                  3-MOS
<FISCAL-YEAR-END>              DEC-31-2000
<PERIOD-START>                 JAN-01-2000
<PERIOD-END>                   MAR-31-2000
<CASH>                          1,210,139
<SECURITIES>                            0
<RECEIVABLES>                   2,838,032
<ALLOWANCES>                            0
<INVENTORY>                             0
<CURRENT-ASSETS>                4,048,171
<PP&E>                         32,954,767
<DEPRECIATION>                 30,243,768
<TOTAL-ASSETS>                  6,876,405
<CURRENT-LIABILITIES>             319,605
<BONDS>                                 0
                   0
                             0
<COMMON>                                0
<OTHER-SE>                      6,026,138
<TOTAL-LIABILITY-AND-EQUITY>    6,876,405
<SALES>                         2,491,244
<TOTAL-REVENUES>                3,791,774
<CGS>                                   0
<TOTAL-COSTS>                   1,215,404
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      0
<INCOME-PRETAX>                 2,576,370
<INCOME-TAX>                            0
<INCOME-CONTINUING>             2,576,370
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                    2,576,370
<EPS-BASIC>                          5.84
<EPS-DILUTED>                           0



</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000873739
<NAME>                         GEODYNE ENERGY INCOME LTD PARTNERSHIP III-F

<S>                            <C>
<PERIOD-TYPE>                  3-MOS
<FISCAL-YEAR-END>              DEC-31-2000
<PERIOD-START>                 JAN-01-2000
<PERIOD-END>                   MAR-31-2000
<CASH>                            484,527
<SECURITIES>                            0
<RECEIVABLES>                     498,806
<ALLOWANCES>                            0
<INVENTORY>                             0
<CURRENT-ASSETS>                  983,333
<PP&E>                         16,452,418
<DEPRECIATION>                 14,092,942
<TOTAL-ASSETS>                  3,399,036
<CURRENT-LIABILITIES>             119,950
<BONDS>                                 0
                   0
                             0
<COMMON>                                0
<OTHER-SE>                      3,143,878
<TOTAL-LIABILITY-AND-EQUITY>    3,399,036
<SALES>                           807,556
<TOTAL-REVENUES>                  815,190
<CGS>                                   0
<TOTAL-COSTS>                     437,793
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      0
<INCOME-PRETAX>                   377,397
<INCOME-TAX>                            0
<INCOME-CONTINUING>               377,397
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                      377,397
<EPS-BASIC>                          1.60
<EPS-DILUTED>                           0



</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000879815
<NAME>                         GEODYNE ENERGY INCOME LTD PARTNERSHIP III-G

<S>                            <C>
<PERIOD-TYPE>                  3-MOS
<FISCAL-YEAR-END>              DEC-31-2000
<PERIOD-START>                 JAN-01-2000
<PERIOD-END>                   MAR-31-2000
<CASH>                            255,737
<SECURITIES>                            0
<RECEIVABLES>                     300,513
<ALLOWANCES>                            0
<INVENTORY>                             0
<CURRENT-ASSETS>                  556,250
<PP&E>                          9,381,335
<DEPRECIATION>                  8,166,070
<TOTAL-ASSETS>                  1,807,992
<CURRENT-LIABILITIES>              48,803
<BONDS>                                 0
                   0
                             0
<COMMON>                                0
<OTHER-SE>                      1,679,120
<TOTAL-LIABILITY-AND-EQUITY>    1,807,992
<SALES>                           485,737
<TOTAL-REVENUES>                  489,944
<CGS>                                   0
<TOTAL-COSTS>                     253,612
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      0
<INCOME-PRETAX>                   236,332
<INCOME-TAX>                            0
<INCOME-CONTINUING>               236,332
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                      236,332
<EPS-BASIC>                          1.83
<EPS-DILUTED>                           0



</TABLE>


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