GEODYNE ENERGY INCOME LTD PARTNERSHIP III-A
10-Q, 2000-11-13
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarter ended September 30, 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

                                             September 30,     December 31,
                                                  2000             1999
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  679,491       $  379,613
   Accounts receivable:
      Oil and gas sales                           633,380          325,691
                                               ----------       ----------
        Total current assets                   $1,312,871       $  705,304

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,480,899        1,808,851

DEFERRED CHARGE                                   279,651          279,651
                                               ----------       ----------
                                               $3,073,421       $2,793,806
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   49,428       $   49,195
   Gas imbalance payable                           31,659           31,659
                                               ----------       ----------
        Total current liabilities              $   81,087       $   80,854

ACCRUED LIABILITY                              $   50,052       $   50,052

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  140,298)     ($  194,823)
   Limited Partners, issued and
      outstanding, 263,976 units                3,082,580        2,857,723
                                               ----------       ----------
        Total Partners' capital                $2,942,282       $2,662,900
                                               ----------       ----------
                                               $3,073,421       $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 SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,103,043          $594,498
   Interest income                                 6,595             2,644
   Gain on sale of oil and gas
      properties                                   6,899                 -
                                              ----------          --------
                                              $1,116,537          $597,142

COSTS AND EXPENSES:
   Lease operating                            $  158,166          $104,224
   Production tax                                 83,386            48,679
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 105,789           106,766
   General and administrative
      (Note 2)                                    75,891            73,066
                                              ----------          --------
                                              $  423,232          $332,735
                                              ----------          --------

NET INCOME                                    $  693,305          $264,407
                                              ==========          ========
GENERAL PARTNER - NET INCOME                  $   95,278          $ 17,358
                                              ==========          ========
LIMITED PARTNERS - NET INCOME                 $  598,027          $247,049
                                              ==========          ========
NET INCOME per unit                           $     2.26          $    .93
                                              ==========          ========
UNITS OUTSTANDING                                263,976           263,976
                                              ==========          ========



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



                                      -3-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $2,651,107        $1,528,277
   Interest income                                16,278             6,492
   Gain on sale of oil and gas
      properties                                   7,670               883
                                              ----------        ----------
                                              $2,675,055        $1,535,652

COSTS AND EXPENSES:
   Lease operating                            $  476,005        $  304,775
   Production tax                                217,673           115,105
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 300,003           339,305
   General and administrative
      (Note 2)                                   242,230           239,251
                                              ----------        ----------
                                              $1,235,911        $  998,436
                                              ----------        ----------

NET INCOME                                    $1,439,144        $  537,216
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  169,287        $   40,108
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,269,857        $  497,108
                                              ==========        ==========
NET INCOME per unit                           $     4.81        $     1.88
                                              ==========        ==========
UNITS OUTSTANDING                                263,976           263,976
                                              ==========        ==========




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



                                      -4-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

                                                   2000            1999
                                               -----------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $1,439,144         $537,216
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                300,003          339,305
      Gain on sale of oil and gas
        properties                            (     7,670)       (     883)
      Increase in accounts receivable -
        oil and gas sales                     (   307,689)       ( 120,097)
      Increase (decrease) in accounts
        payable                                       233        (  32,004)
                                               ----------         --------
Net cash provided by operating
   activities                                  $1,424,021         $723,537
                                               ----------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($    1,268)       ($  8,909)
   Proceeds from sale of oil and
      gas properties                               36,887            7,453
                                               ----------         --------
Net cash provided (used) by
   investing activities                        $   35,619        ($  1,456)
                                               ----------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($1,159,762)       ($608,011)
                                               ----------         --------
Net cash used by financing activities         ($1,159,762)       ($608,011)
                                               ----------         --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                 $  299,878         $114,070

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            379,613          212,695
                                               ----------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $  679,491         $326,765
                                               ==========         ========





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



                                      -5-
<PAGE>



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

                                     ASSETS


                                             September 30,     December 31,
                                                  2000             1999
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  380,449        $  227,298
   Accounts receivable:
      Oil and gas sales                          385,677           214,859
                                              ----------        ----------
        Total current assets                  $  766,126        $  442,157

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 837,236         1,018,525

DEFERRED CHARGE                                  229,634           229,634
                                              ----------        ----------
                                              $1,832,996        $1,690,316
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   28,144        $   32,585
   Gas imbalance payable                          16,517            16,517
                                              ----------        ----------
        Total current liabilities             $   44,661        $   49,102

ACCRUED LIABILITY                             $   33,458        $   33,458

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   55,153)      ($   79,362)
   Limited Partners, issued and
      outstanding, 138,336 units               1,810,030         1,687,118
                                              ----------        ----------
        Total Partners' capital               $1,754,877        $1,607,756
                                              ----------        ----------
                                              $1,832,996        $1,690,316
                                              ==========        ==========





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



                                      -6-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $671,722          $380,078
   Interest income                                 3,731             1,280
                                                --------          --------
                                                $675,453          $381,358

COSTS AND EXPENSES:
   Lease operating                              $103,455          $ 67,324
   Production tax                                 52,511            29,970
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  60,091            63,953
   General and administrative
      (Note 2)                                    40,682            38,292
                                                --------          --------
                                                $256,739          $199,539
                                                --------          --------

NET INCOME                                      $418,714          $181,819
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 70,660          $ 36,034
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $348,054          $145,785
                                                ========          ========
NET INCOME per unit                             $   2.51          $   1.05
                                                ========          ========
UNITS OUTSTANDING                                138,336           138,336
                                                ========          ========







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



                                      -7-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,653,414          $880,919
   Interest income                                 9,256             3,105
   Gain on sale of oil and gas
      properties                                       -               372
                                              ----------          --------
                                              $1,662,670          $884,396

COSTS AND EXPENSES:
   Lease operating                            $  294,930          $199,454
   Production tax                                136,427            63,517
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 169,814           183,044
   General and administrative
      (Note 2)                                   128,208           125,470
                                              ----------          --------
                                              $  729,379          $571,485
                                              ----------          --------

NET INCOME                                    $  933,291          $312,911
                                              ==========          ========
GENERAL PARTNER - NET INCOME                  $  162,379          $ 72,097
                                              ==========          ========
LIMITED PARTNERS - NET INCOME                 $  770,912          $240,814
                                              ==========          ========
NET INCOME per unit                           $     5.57          $   1.74
                                              ==========          ========
UNITS OUTSTANDING                                138,336           138,336
                                              ==========          ========




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



                                      -8-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

                                                  2000              1999
                                               ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $933,291          $312,911
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               169,814           183,044
      Gain on sale of oil and gas
        properties                                     -         (     372)
      Increase in accounts receivable -
        oil and gas sales                      ( 170,818)        (  72,241)
      Decrease in accounts payable             (   4,441)        (   2,457)
                                                --------          --------
Net cash provided by operating
   activities                                   $927,846          $420,885
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($    833)        ($  2,916)
   Proceeds from sale of oil and
      gas properties                              12,308               515
                                                --------          --------
Net cash provided (used) by investing
   activities                                   $ 11,475         ($  2,401)
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($786,170)        ($357,600)
                                                --------          --------
Net cash used by financing activities          ($786,170)        ($357,600)
                                                --------          --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $153,151          $ 60,884

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           227,298           117,355
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $380,449          $178,239
                                                ========          ========



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



                                      -9-
<PAGE>



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

                                     ASSETS


                                             September 30,     December 31,
                                                  2000             1999
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  763,444        $  482,914
   Accounts receivable:
      Oil and gas sales                          695,044           444,436
                                              ----------        ----------
        Total current assets                  $1,458,488        $  927,350

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,038,034         2,323,346

DEFERRED CHARGE                                  197,269           197,269
                                              ----------        ----------
                                              $3,693,791        $3,447,965
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   42,568        $   50,407
   Gas imbalance payable                          44,727            44,727
                                              ----------        ----------
        Total current liabilities             $   87,295        $   95,134

ACCRUED LIABILITY                             $  156,396        $  156,396

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  158,777)      ($  168,448)
   Limited Partners, issued and
      outstanding, 244,536 units               3,608,877         3,364,883
                                              ----------        ----------
        Total Partners' capital               $3,450,100        $3,196,435
                                              ----------        ----------
                                              $3,693,791        $3,447,965
                                              ==========        ==========




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



                                      -10-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,117,930        $701,079
   Interest income                                 7,953           3,404
                                              ----------        --------
                                              $1,125,883        $704,483

COSTS AND EXPENSES:
   Lease operating                            $  155,710        $125,300
   Production tax                                 77,878          50,422
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 100,436         119,292
   General and administrative
      (Note 2)                                    69,936          67,671
                                              ----------        --------
                                              $  403,960        $362,685
                                              ----------        --------

NET INCOME                                    $  721,923        $341,798
                                              ==========        ========
GENERAL PARTNER - NET INCOME                  $   39,716        $ 21,691
                                              ==========        ========
LIMITED PARTNERS - NET INCOME                 $  682,207        $320,107
                                              ==========        ========
NET INCOME per unit                           $     2.79        $   1.31
                                              ==========        ========
UNITS OUTSTANDING                                244,536         244,536
                                              ==========        ========





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



                                      -11-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $2,714,891        $1,758,244
   Interest income                                19,578             8,909
   Gain on sale of oil and gas
      properties                                  62,457               524
                                              ----------        ----------
                                              $2,796,926        $1,767,677

COSTS AND EXPENSES:
   Lease operating                            $  419,345        $  347,245
   Production tax                                185,094           121,441
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 286,408           369,240
   General and administrative
      (Note 2)                                   224,047           222,251
                                              ----------        ----------
                                              $1,114,894        $1,060,177
                                              ----------        ----------

NET INCOME                                    $1,682,032        $  707,500
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   93,038        $   49,699
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,588,994        $  657,801
                                              ==========        ==========
NET INCOME per unit                           $     6.50        $     2.69
                                              ==========        ==========
UNITS OUTSTANDING                                244,536           244,536
                                              ==========        ==========





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



                                      -12-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)
                                                 2000               1999
                                              ----------         ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $1,682,032          $707,500
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               286,408           369,240
      Gain on sale of oil and gas
        properties                           (    62,457)        (     524)
      Increase in accounts receivable -
        oil and gas sales                    (   250,608)        ( 101,470)
      Decrease in accounts payable           (     7,839)        (   6,308)
                                              ----------          --------
Net cash provided by operating
   activities                                 $1,647,536          $968,438
                                              ----------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($    1,096)        ($ 24,202)
   Proceeds from sale of oil and
      gas properties                              62,457               524
                                              ----------          --------
Net cash provided (used) by investing
   activities                                 $   61,361         ($ 23,678)
                                              ----------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,428,367)        ($892,324)
                                              ----------          --------
Net cash used by financing activities        ($1,428,367)        ($892,324)
                                              ----------          --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                $  280,530          $ 52,436

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           482,914           340,720
                                              ----------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  763,444          $393,156
                                              ==========          ========







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



                                      -13-
<PAGE>



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

                                     ASSETS


                                             September 30,     December 31,
                                                  2000             1999
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  544,212        $  338,669
   Accounts receivable:
      Oil and gas sales                          520,945           371,197
                                              ----------        ----------
        Total current assets                  $1,065,157        $  709,866

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 924,350         1,047,894

DEFERRED CHARGE                                   52,412            52,412
                                              ----------        ----------
                                              $2,041,919        $1,810,172
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   66,089        $   74,391
   Gas imbalance payable                           2,361             2,361
                                              ----------        ----------
        Total current liabilities             $   68,450        $   76,752

ACCRUED LIABILITY                             $  181,185        $  181,185

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   59,579)      ($   66,221)
   Limited Partners, issued and
      outstanding, 131,008 units               1,851,863         1,618,456
                                              ----------        ----------
        Total Partners' capital               $1,792,284        $1,552,235
                                              ----------        ----------
                                              $2,041,919        $1,810,172
                                              ==========        ==========




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



                                      -14-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $817,695          $543,247
   Interest income                                 6,825             2,242
                                                --------          --------
                                                $824,520          $545,489

COSTS AND EXPENSES:
   Lease operating                              $150,203          $138,654
   Production tax                                 56,057            38,299
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  49,980            65,829
   General and administrative
      (Note 2)                                    38,077            36,252
                                                --------          --------
                                                $294,317          $279,034
                                                --------          --------

NET INCOME                                      $530,203          $266,455
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 28,168          $ 15,843
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $502,035          $250,612
                                                ========          ========
NET INCOME per unit                             $   3.83          $   1.91
                                                ========          ========
UNITS OUTSTANDING                                131,008           131,008
                                                ========          ========






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



                                      -15-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $2,146,696        $1,410,133
   Interest income                                15,854             5,375
   Gain on sale of oil and gas
      properties                                 197,929                 -
                                              ----------        ----------
                                              $2,360,479        $1,415,508

COSTS AND EXPENSES:
   Lease operating                            $  447,767        $  422,404
   Production tax                                141,808            99,365
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 144,838           215,966
   General and administrative
      (Note 2)                                   121,659           120,224
                                              ----------        ----------
                                              $  856,072        $  857,959
                                              ----------        ----------

NET INCOME                                    $1,504,407        $  557,549
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   80,000        $   36,247
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,424,407        $  521,302
                                              ==========        ==========
NET INCOME per unit                           $    10.87        $     3.98
                                              ==========        ==========
UNITS OUTSTANDING                                131,008           131,008
                                              ==========        ==========






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



                                      -16-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


                                                  2000           1999
                                              -----------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $1,504,407        $557,549
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               144,838         215,966
      Gain on sale of oil and gas
        properties                           (   197,929)              -
      Increase in accounts receivable -
        oil and gas sales                    (   149,748)      ( 113,034)
      Decrease in accounts payable           (     8,302)      (  12,307)
                                              ----------        --------
Net cash provided by operating
   activities                                 $1,293,266        $648,174
                                              ----------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($   24,541)      ($ 16,716)
   Proceeds from sale of oil and
      gas properties                             201,176               -
                                              ----------        --------
Net cash provided (used) by investing
      activities                              $  176,635       ($ 16,716)
                                              ----------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,264,358)      ($543,332)
                                              ----------        --------
Net cash used by financing activities        ($1,264,358)      ($543,332)
                                              ----------        --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                $  205,543        $ 88,126

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           338,669         172,776
                                              ----------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  544,212        $260,902
                                              ==========        ========





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



                                      -17-
<PAGE>



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

                                     ASSETS


                                           September 30,      December 31,
                                                2000              1999
                                           -------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                 $1,603,068        $1,445,029
   Accounts receivable:
      Oil and gas sales                       1,655,935         1,403,065
                                             ----------        ----------
        Total current assets                 $3,259,003        $2,848,094

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method              2,604,357         2,776,902

DEFERRED CHARGE                                 117,235           117,235
                                             ----------        ----------
                                             $5,980,595        $5,742,231
                                             ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                          $  364,117        $  398,764
   Gas imbalance payable                         34,902            34,902
                                             ----------        ----------
        Total current liabilities            $  399,019        $  433,666

ACCRUED LIABILITY                            $  530,662        $  530,662

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  247,802)      ($  259,526)
   Limited Partners, issued and
      outstanding, 418,266 units              5,298,716         5,037,429
                                             ----------        ----------
        Total Partners' capital              $5,050,914        $4,777,903
                                             ----------        ----------
                                             $5,980,595        $5,742,231
                                             ==========        ==========




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



                                      -18-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $2,475,574        $1,877,248
   Interest income                                27,841             6,605
   Gain on sale of oil and
      gas properties                               5,101                 -
                                              ----------        ----------
                                              $2,508,516        $1,883,853

COSTS AND EXPENSES:
   Lease operating                            $  698,989        $  764,530
   Production tax                                166,338           126,105
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 100,945           140,883
   General and administrative
      (Note 2)                                   119,230           115,744
                                              ----------        ----------
                                              $1,085,502        $1,147,262
                                              ----------        ----------

NET INCOME                                    $1,423,014        $  736,591
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   73,796        $   42,135
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,349,218        $  694,456
                                              ==========        ==========
NET INCOME per unit                           $     3.22        $     1.66
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========





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



                                      -19-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $7,530,254        $4,559,288
   Interest income                                66,856            14,557
   Gain on sale of oil and
      gas properties                           1,322,199                 -
                                              ----------        ----------
                                              $8,919,309        $4,573,845

COSTS AND EXPENSES:
   Lease operating                            $2,163,849        $2,346,380
   Production tax                                480,008           306,609
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 332,253           434,005
   General and administrative
      (Note 2)                                   384,005           383,696
                                              ----------        ----------
                                              $3,360,115        $3,470,690
                                              ----------        ----------

NET INCOME                                    $5,559,194        $1,103,155
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  287,907        $   71,790
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $5,271,287        $1,031,365
                                              ==========        ==========
NET INCOME per unit                           $    12.60        $     2.47
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========






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



                                      -20-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

                                                    2000           1999
                                                 ----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $5,559,194     $1,103,155
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  332,253        434,005
      Gain on sale of oil and gas
        properties                              ( 1,322,199)             -
      Increase in accounts receivable -
        oil and gas sales                       (   252,870)   (   412,386)
      Decrease in accounts payable              (    34,647)   (    59,868)
                                                 ----------     ----------
Net cash provided by operating
   activities                                    $4,281,731     $1,064,906
                                                 ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($  190,118)   ($   91,835)
   Proceeds from sale of oil and gas
      properties                                  1,352,609              -
                                                 ----------     ----------
Net cash provided (used) by
   investing activities                          $1,162,491    ($   91,835)
                                                 ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($5,286,183)   ($  691,613)
                                                 ----------     ----------
Net cash used by financing activities           ($5,286,183)   ($  691,613)
                                                 ----------     ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                   $  158,039     $  281,458

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            1,445,029        483,197
                                                 ----------     ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $1,603,068     $  764,655
                                                 ==========     ==========






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



                                      -21-
<PAGE>



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

                                     ASSETS


                                             September 30,     December 31,
                                                  2000             1999
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  548,478       $  803,913
   Accounts receivable:
      Oil and gas sales                           584,848          424,488
                                               ----------       ----------
        Total current assets                   $1,133,326       $1,228,401

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                2,202,243        2,405,074

DEFERRED CHARGE                                    56,227           56,227
                                               ----------       ----------
                                               $3,391,796       $3,689,702
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   56,522       $   77,807
   Gas imbalance payable                           55,092           55,092
                                               ----------       ----------
        Total current liabilities              $  111,614       $  132,899

ACCRUED LIABILITY                              $  135,208       $  135,208

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  149,077)     ($  154,318)
   Limited Partners, issued and
      outstanding, 221,484 units                3,294,051        3,575,913
                                               ----------       ----------
        Total Partners' capital                $3,144,974       $3,421,595
                                               ----------       ----------
                                               $3,391,796       $3,689,702
                                               ==========       ==========




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



                                      -22-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                           $735,710           $698,626
   Interest income                                7,621              3,219
   Gain (loss) on sale of oil and
      gas properties                          (  11,880)            18,316
                                               --------           --------
                                               $731,451           $720,161

COSTS AND EXPENSES:
   Lease operating                             $162,814           $199,551
   Production tax                                40,033             32,383
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 77,879            143,796
   General and administrative
      (Note 2)                                   63,548             61,302
                                               --------           --------
                                               $344,274           $437,032
                                               --------           --------

NET INCOME                                     $387,177           $283,129
                                               ========           ========
GENERAL PARTNER - NET INCOME                   $ 22,093           $ 19,747
                                               ========           ========
LIMITED PARTNERS - NET INCOME                  $365,084           $263,382
                                               ========           ========
NET INCOME per unit                            $   1.65           $   1.19
                                               ========           ========
UNITS OUTSTANDING                               221,484            221,484
                                               ========           ========




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



                                      -23-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $2,402,405        $1,621,650
   Interest income                                21,413             7,781
   Gain on sale of oil and gas
      properties                                 150,840            18,156
                                              ----------        ----------
                                              $2,574,658        $1,647,587

COSTS AND EXPENSES:
   Lease operating                            $  539,823        $  675,905
   Production tax                                115,951            76,164
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 287,729           404,367
   General and administrative
      (Note 2)                                   203,180           201,746
                                              ----------        ----------
                                              $1,146,683        $1,358,182
                                              ----------        ----------

NET INCOME                                    $1,427,975        $  289,405
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   81,837        $   30,256
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,346,138        $  259,149
                                              ==========        ==========
NET INCOME per unit                           $     6.08        $     1.17
                                              ==========        ==========
UNITS OUTSTANDING                                221,484           221,484
                                              ==========        ==========






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



                                      -24-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

                                                   2000             1999
                                                ----------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $1,427,975        $289,405
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 287,729         404,367
      Gain on sale of oil and gas
        properties                             (   150,840)      (  18,156)
      Increase in accounts receivable -
        oil and gas sales                      (   160,360)      ( 134,768)
      Decrease in accounts receivable -
        other                                            -           9,631
      Decrease in accounts payable             (    21,285)      (  61,893)
                                                ----------        --------
Net cash provided by operating
   activities                                   $1,383,219        $488,586
                                                ----------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($  159,635)      ($ 78,236)
   Proceeds from the sale of oil
      and gas properties                           225,577          19,893
                                                ----------        --------
Net cash provided (used) by investing
   activities                                   $   65,942       ($ 58,343)
                                                ----------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($1,704,596)      ($304,866)
                                                ----------        --------
Net cash used by financing activities          ($1,704,596)      ($304,866)
                                                ----------        --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($  255,435)       $125,377

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             803,913         316,761
                                                ----------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $  548,478        $442,138
                                                ==========        ========




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



                                      -25-
<PAGE>



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

                                     ASSETS


                                             September 30,     December 31,
                                                  2000             1999
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  323,727       $  475,226
   Accounts receivable:
      Oil and gas sales                           355,351          259,524
                                               ----------       ----------
        Total current assets                   $  679,078       $  734,750

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,175,237        1,230,211

DEFERRED CHARGE                                    36,477           36,477
                                               ----------       ----------
                                               $1,890,792       $2,001,438
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   35,622       $   48,611
   Gas imbalance payable                            7,548            7,548
                                               ----------       ----------
        Total current liabilities              $   43,170       $   56,159

ACCRUED LIABILITY                              $   80,069       $   80,069

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   85,633)     ($   91,045)
   Limited Partners, issued and
      outstanding, 121,925 units                1,853,186        1,956,255
                                               ----------       ----------
        Total Partners' capital                $1,767,553       $1,865,210
                                               ----------       ----------
                                               $1,890,792       $2,001,438
                                               ==========       ==========





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



                                      -26-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                              $446,431        $440,935
   Interest income                                   4,462           1,924
   Gain on sale of oil and gas
      properties                                    27,256          13,109
                                                  --------        --------
                                                  $478,149        $455,968

COSTS AND EXPENSES:
   Lease operating                                $102,041        $124,379
   Production tax                                   23,479          19,702
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                    37,996          89,412
   General and administrative
      (Note 2)                                      35,207          33,766
                                                  --------        --------
                                                  $198,723        $267,259
                                                  --------        --------

NET INCOME                                        $279,426        $188,709
                                                  ========        ========
GENERAL PARTNER - NET INCOME                      $ 15,268        $ 12,916
                                                  ========        ========
LIMITED PARTNERS - NET INCOME                     $264,158        $175,793
                                                  ========        ========
NET INCOME per unit                               $   2.17        $   1.44
                                                  ========        ========
UNITS OUTSTANDING                                  121,925         121,925
                                                  ========        ========




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



                                      -27-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,463,791        $1,004,949
   Interest income                                12,074             4,249
   Gain on sale of oil and gas
      properties                                 157,065            13,064
                                              ----------        ----------
                                              $1,632,930        $1,022,262

COSTS AND EXPENSES:
   Lease operating                            $  346,053        $  449,999
   Production tax                                 69,593            46,104
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 137,602           246,708
   General and administrative
      (Note 2)                                   112,491           111,232
                                              ----------        ----------
                                              $  665,739        $  854,043
                                              ----------        ----------

NET INCOME                                    $  967,191        $  168,219
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   53,260        $   18,067
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  913,931        $  150,152
                                              ==========        ==========
NET INCOME per unit                           $     7.50        $     1.23
                                              ==========        ==========
UNITS OUTSTANDING                                121,925           121,925
                                              ==========        ==========





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



                                      -28-
<PAGE>



               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


                                                  2000             1999
                                                ---------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $  967,191        $168,219
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               137,602         246,708
      Gain on sale of oil and gas
        properties                           (   157,065)      (  13,064)
      Increase in accounts receivable -
        oil and gas sales                    (    95,827)      (  90,942)
      Decrease in accounts receivable -
        other                                          -           6,369
      Decrease in accounts payable           (    12,989)      (  27,945)
                                              ----------        --------
Net cash provided by operating
   activities                                 $  838,912        $289,345
                                              ----------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($   89,167)      ($ 41,152)
   Proceeds from the sale of oil and
      gas properties                             163,604          13,216
                                              ----------        --------
Net cash provided (used) by investing
   activities                                 $   74,437       ($ 27,936)
                                              ----------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,064,848)      ($166,687)
                                              ----------        --------
Net cash used by financing activities        ($1,064,848)      ($166,687)
                                              ----------        --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                          ($  151,499)       $ 94,722

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           475,226         169,558
                                              ----------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  323,727        $264,280
                                              ==========        ========



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



                                      -29-
<PAGE>



            GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                 CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)


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

      The balance sheets as of September 30, 2000,  statements of operations for
      the  three  and  nine  months  ended  September  30,  2000 and  1999,  and
      statements of cash flows for the nine months ended  September 30, 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 September 30, 2000, the results
      of operations  for the three and nine months ended  September 30, 2000 and
      1999, and the cash flows for the nine months ended  September 30, 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  September  30, 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.

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

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



                                      -30-
<PAGE>



      acquisition, for the period of time the properties are held by the General
      Partner prior to their transfer to the Partnerships.  Leasehold impairment
      is recognized based upon an individual property assessment and exploratory
      experience.  Upon discovery of commercial  reserves,  leasehold  costs are
      transferred to producing properties.

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

      When complete units of depreciable property are retired or sold, the asset
      cost and related accumulated  depreciation are eliminated with any gain or
      loss  reflected in income.  When less than complete  units of  depreciable
      property  are retired or sold,  the  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  September 30, 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                 $6,423                 $ 69,468
               III-B                  4,277                   36,405
               III-C                  5,583                   64,353
               III-D                  3,601                   34,476
               III-E                  9,160                  110,070
               III-F                  5,264                   58,284
               III-G                  3,122                   32,085




                                      -31-
<PAGE>




      During the nine months ended  September  30, 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                $33,826                 $208,404
               III-B                 18,993                  109,215
               III-C                 30,988                  193,059
               III-D                 18,231                  103,428
               III-E                 53,795                  330,210
               III-F                 28,328                  174,852
               III-G                 16,236                   96,255

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





                                      -32-
<PAGE>



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

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

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

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

GENERAL
-------

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




                                      -33-
<PAGE>



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

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

                                                               Limited
                                      Date of              Partner Capital
               Partnership          Activation              Contributions
               -----------       ------------------        ---------------

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

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

      Net proceeds from the  operations  less  necessary  operating  capital are
      distributed to the Limited Partners on a quarterly basis. Revenues and net
      proceeds of a Partnership  are largely  dependent  upon the volumes of oil
      and gas sold and the  prices  received  for  such oil and gas.  While  the
      General  Partner cannot predict  future  pricing  trends,  it believes the
      working  capital  available as of  September  30, 2000 and the net revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

      The III-D, III-E, III-F, and III-G Partnerships'  Statements of Cash Flows
      for the nine months ended  September  30, 2000 include  proceeds  from the
      sale of certain oil and gas properties  during the second quarter of 2000.
      These  proceeds were included in these  Partnerships'  cash  distributions
      paid in August 2000.





                                      -34-
<PAGE>




      Occasional  expenditures for new wells or well  recompletion or workovers,
      however, may reduce or eliminate cash available for a particular quarterly
      cash  distribution.  During the nine  months  ended  September  30,  2000,
      capital expenditures for the III-F and III-G Partnerships totaled $159,635
      and  $89,167,  respectively.  These  expenditures  were  primarily  due to
      drilling activities in a large unitized property,  the Trail Unit, located
      in Sweetwater County,  Wyoming,  in which the III-F and III-G Partnerships
      own working 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 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, III-C, and
      III-D 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           1       September 5, 2002
         III-E      December 26, 2000           -       December 26, 2000
         III-F      March 7, 2001               -       March 7, 2001
         III-G      September 20, 2001          -       September 20, 2001

      The General Partner will extend the term of the III-E  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.





                                      -35-
<PAGE>




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
      significantly  higher than the Partnerships'  historical average.  This is
      attributable to the higher prices for crude oil, a substitute fuel in some
      markets,  and reduced production due to lower capital  investments in 1998
      and 1999.

      III-A PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                   2000             1999
                                                ----------        --------
      Oil and gas sales                         $1,103,043        $594,498
      Oil and gas production expenses           $  241,552        $152,903
      Barrels produced                              12,973           9,173
      Mcf produced                                 174,044         162,850
      Average price/Bbl                         $    29.36        $  20.02
      Average price/Mcf                         $     4.15        $   2.52

      As shown in the table above,  total oil and gas sales  increased  $508,545
      (85.5%) for the three months ended  September  30, 2000 as compared to the
      three months ended  September  30, 1999. Of this  increase,  approximately
      $121,000  and  $283,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold and  approximately  $76,000 was related
      to an increase in the



                                      -36-
<PAGE>



      volumes of oil sold.  Volumes of oil and gas sold increased  3,800 barrels
      and 11,194 Mcf,  respectively,  for the three months ended  September  30,
      2000 as  compared  to the three  months  ended  September  30,  1999.  The
      increase in volumes of oil sold was  primarily  due to (i) the  successful
      workover of two  significant  wells  during 1999 and (ii)  positive  prior
      period volume  adjustments made by the purchasers on two other significant
      wells during the three months ended  September  30, 2000.  Average oil and
      gas prices increased to $29.36 per barrel and $4.15 per Mcf, respectively,
      for the three months ended  September  30, 2000 from $20.02 per barrel and
      $2.52 per Mcf,  respectively,  for the three  months ended  September  30,
      1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $88,649  (58.0%) for the three months ended
      September  30, 2000 as compared to the three  months ended  September  30,
      1999. This increase was primarily due to (i) workover expenses incurred on
      two significant wells during the three months ended September 30, 2000 and
      (ii) an increase in production  taxes  associated with the increase of oil
      and gas  sales.  As a  percentage  of oil and gas  sales,  these  expenses
      decreased  to 21.9% for the three  months  ended  September  30, 2000 from
      25.7% for the three  months ended  September  30,  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
      remained relatively constant for the three months ended September 30, 2000
      as compared to the three months ended  September 30, 1999. Any decrease in
      depreciation,  depletion,  and amortization due to upward revisions in the
      estimates  of  remaining  oil and gas  reserves at  December  31, 1999 was
      substantially offset by the increases in volumes of oil and gas sold. As a
      percentage  of oil and gas sales,  this expense  decreased to 9.6% for the
      three  months  ended  September  30, 2000 from 18.0% for the three  months
      ended September 30, 1999.  This  percentage  decrease was primarily due to
      the increases in the average prices of oil and gas sold.

      General and administrative  expenses increased $2,825 (3.9%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 6.9% for the three months ended September 30, 2000 from 12.3%
      for the three months ended September 30, 1999.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.




                                      -37-
<PAGE>




      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                     2000            1999
                                                  ----------      ----------
      Oil and gas sales                           $2,651,107      $1,528,277
      Oil and gas production expenses             $  693,678      $  419,880
      Barrels produced                                35,783          27,420
      Mcf produced                                   499,595         527,937
      Average price/Bbl                           $    28.61      $    15.31
      Average price/Mcf                           $     3.26      $     2.10

      As shown in the table above, total oil and gas sales increased  $1,122,830
      (73.5%) for the nine months  ended  September  30, 2000 as compared to the
      nine months ended  September  30, 1999.  Of this  increase,  approximately
      $476,000  and  $578,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold and approximately  $128,000 was related
      to an increase in volumes of oil sold. Volumes of oil sold increased 8,363
      barrels,  while  volumes  of gas sold  decreased  28,342  Mcf for the nine
      months  ended  September  30, 2000 as  compared  to the nine months  ended
      September 30, 1999.  The increase in volumes of oil sold was primarily due
      to the successful  workover of two significant wells during 1999.  Average
      oil and gas  prices  increased  to $28.61  per  barrel  and $3.26 per Mcf,
      respectively, for the nine months ended September 30, 2000 from $15.31 per
      barrel  and  $2.10  per  Mcf,  respectively,  for the  nine  months  ended
      September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $273,798  (65.2%) for the nine months ended
      September  30, 2000 as compared to the nine  months  ended  September  30,
      1999. This increase was primarily due to (i) workover expenses incurred on
      three  significant  wells during the nine months ended  September 30, 2000
      and (ii) an increase in production  taxes  associated with the increase of
      oil and gas sales.  As a percentage of oil and gas sales,  these  expenses
      decreased to 26.2% for the nine months ended September 30, 2000 from 27.5%
      for the nine months ended September 30, 1999.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $39,302 (11.6%) for the nine months ended September 30, 2000 as
      compared to the nine months ended  September  30, 1999.  This decrease was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves at December 31, 1999.  This decrease was partially  offset by
      the increase in volumes of oil sold. As a percentage of oil and gas sales,
      this expense  decreased to 11.3% for the nine months ended  September  30,
      2000 from



                                      -38-
<PAGE>



      22.2% for the nine  months  ended  September  30,  1999.  This  percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold.

      General and  administrative  expenses increased $2,979 (1.2%) for the nine
      months  ended  September  30, 2000 as  compared  to the nine months  ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 9.1% for the nine months ended  September 30, 2000 from 15.7%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to the increase in oil and gas sales.

      The  III-A  Partnership  achieved  payout  during  the nine  months  ended
      September 30, 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  III-A
      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.

      The Limited Partners have received cash  distributions  through  September
      30, 2000  totaling  $27,082,701  or 102.60% of Limited  Partners'  capital
      contributions.

      III-B PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                    2000            1999
                                                  --------        --------
      Oil and gas sales                           $671,722        $380,078
      Oil and gas production expenses             $155,966        $ 97,294
      Barrels produced                              10,714           9,039
      Mcf produced                                  84,704          79,004
      Average price/Bbl                           $  29.79        $  19.96
      Average price/Mcf                           $   4.16        $   2.53

      As shown in the table above,  total oil and gas sales  increased  $291,644
      (76.7%) for the three months ended  September  30, 2000 as compared to the
      three months ended  September  30, 1999. Of this  increase,  approximately
      $105,000  and  $138,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold and  approximately  $33,000 was related
      to an  increase  in  volumes  of oil  sold.  Volumes  of oil and gas  sold
      increased 1,675 barrels and 5,700 Mcf, respectively, for the three months



                                      -39-
<PAGE>



      ended  September 30, 2000 as compared to the three months ended  September
      30, 1999. The increase in volumes of oil sold was primarily due to (i) the
      successful workover of two significant wells during 1999 and (ii) positive
      prior  period  volume  adjustments  made by the  purchasers  on two  other
      significant  wells  during the three  months  ended  September  30,  2000.
      Average  oil and gas prices  increased  to $29.79 per barrel and $4.16 per
      Mcf,  respectively,  for the three  months ended  September  30, 2000 from
      $19.96 per barrel and $2.53 per Mcf,  respectively,  for the three  months
      ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $58,672  (60.3%) for the three months ended
      September  30, 2000 as compared to the three  months ended  September  30,
      1999. This increase was primarily due to (i) workover expenses incurred on
      two significant wells during the three months ended September 30, 2000 and
      (ii) an increase in production  taxes  associated with the increase of oil
      and gas  sales.  As a  percentage  of oil and gas  sales,  these  expenses
      decreased  to 23.2% for the three  months  ended  September  30, 2000 from
      25.6% for the three months ended September 30, 1999.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $3,862 (6.0%) for the three months ended  September 30, 2000 as
      compared to the three months ended  September 30, 1999. As a percentage of
      oil and gas sales,  this  expense  decreased  to 8.9% for the three months
      ended  September 30, 2000 from 16.8% for the three months ended  September
      30, 1999. This  percentage  decrease was primarily due to the increases in
      the average prices of oil and gas sold.

      General and administrative  expenses increased $2,390 (6.2%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September 30, 1999. As a percentage of oil and gas sales,  this percentage
      decreased to 6.1% for the three months ended September 30, 2000 from 10.1%
      for the three months ended September 30, 1999.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.





                                      -40-
<PAGE>




      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                   2000              1999
                                                ----------         --------
      Oil and gas sales                         $1,653,414         $880,919
      Oil and gas production expenses           $  431,357         $262,971
      Barrels produced                              30,218           24,565
      Mcf produced                                 239,719          233,954
      Average price/Bbl                         $    28.75         $  15.82
      Average price/Mcf                         $     3.27         $   2.10

      As shown in the table above,  total oil and gas sales  increased  $772,495
      (87.7%) for the nine months  ended  September  30, 2000 as compared to the
      nine months ended  September  30, 1999.  Of this  increase,  approximately
      $391,000  and  $280,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold and  approximately  $89,000 was related
      to an  increase  in  volumes  of oil  sold.  Volumes  of oil and gas  sold
      increased 5,653 barrels and 5,765 Mcf,  respectively,  for the nine months
      ended  September  30, 2000 as compared to the nine months ended  September
      30,  1999.  The increase in volumes of oil sold was  primarily  due to the
      successful  workover of two significant wells during 1999. Average oil and
      gas prices increased to $28.75 per barrel and $3.27 per Mcf, respectively,
      for the nine months  ended  September  30, 2000 from $15.82 per barrel and
      $2.10 per Mcf, respectively, for the nine months ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $168,386  (64.0%) for the nine months ended
      September  30, 2000 as compared to the nine  months  ended  September  30,
      1999. This increase was primarily due to (i) workover expenses incurred on
      three  significant  wells during the nine months ended  September 30, 2000
      and (ii) an increase in production  taxes  associated with the increase of
      oil and gas sales.  As a percentage of oil and gas sales,  these  expenses
      decreased to 26.1% for the nine months ended September 30, 2000 from 29.9%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $13,230 (7.2%) for the nine months ended  September 30, 2000 as
      compared to the nine months ended  September  30, 1999. As a percentage of
      oil and gas sales,  this  expense  decreased  to 10.3% for the nine months
      ended  September  30, 2000 from 20.8% for the nine months ended  September
      30, 1999. This percentage decrease was



                                      -41-
<PAGE>



      primarily  due to the  increases  in the  average  prices of oil and gas
      sold.

      General and  administrative  expenses increased $2,738 (2.2%) for the nine
      months  ended  September  30, 2000 as  compared  to the nine months  ended
      September 30, 1999. As a percentage of oil and gas sales,  this percentage
      decreased to 7.8% for the nine months ended  September 30, 2000 from 14.2%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30, 2000  totaling  $15,762,353  or 113.94% of Limited  Partners'  capital
      contributions.

      III-C PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                     2000           1999
                                                  ----------      --------
      Oil and gas sales                           $1,117,930      $701,079
      Oil and gas production expenses             $  233,588      $175,722
      Barrels produced                                 4,444         5,559
      Mcf produced                                   256,258       247,336
      Average price/Bbl                           $    31.40      $  20.69
      Average price/Mcf                           $     3.82      $   2.37

      As shown in the table above,  total oil and gas sales  increased  $416,851
      (59.5%) for the three months ended  September  30, 2000 as compared to the
      three months ended  September  30, 1999. Of this  increase,  approximately
      $48,000 and  $371,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold.  Volumes of oil sold  decreased  1,115
      barrels,  while  volumes  of gas sold  increased  8,922  Mcf for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September 30, 1999.  The decrease in volumes of oil sold was primarily due
      to normal declines in production.  Average oil and gas prices increased to
      $31.40 per barrel and $3.82 per Mcf,  respectively,  for the three  months
      ended  September  30,  2000  from  $20.69  per  barrel  and $2.37 per Mcf,
      respectively, for the three months ended September 30, 1999.




                                      -42-
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $57,866  (32.9%) for the three months ended
      September  30, 2000 as compared to the three  months ended  September  30,
      1999.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated  with the increase in oil and gas sales,  (ii)  workover
      expenses  incurred on one  significant  well during the three months ended
      September  30, 2000,  and (iii)  positive  prior  period  lease  operating
      expense  adjustments made by the operators on two other  significant wells
      during the three months ended  September  30, 2000. As a percentage of oil
      and gas sales,  these  expenses  decreased  to 20.9% for the three  months
      ended  September 30, 2000 from 25.1% for the three months ended  September
      30, 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 $18,856 (15.8%) for the three months ended September 30, 2000 as
      compared to the three months ended  September 30, 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 9.0% for the three months ended  September  30,
      2000 from  17.0% for the three  months  ended  September  30,  1999.  This
      percentage  decrease  was  primarily  due to the  increases in the average
      prices of oil and gas sold.

      General and administrative  expenses increased $2,265 (3.3%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 6.3% for the three months ended  September 30, 2000 from 9.7%
      for the three months ended September 30, 1999.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.





                                      -43-
<PAGE>




      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                               Nine Months Ended September 30,
                                               -------------------------------
                                                     2000            1999
                                                  ----------     ----------
      Oil and gas sales                           $2,714,891     $1,758,244
      Oil and gas production expenses             $  604,439     $  468,686
      Barrels produced                                15,253         17,591
      Mcf produced                                   715,267        763,256
      Average price/Bbl                           $    29.15     $    16.11
      Average price/Mcf                           $     3.17     $     1.93

      As shown in the table above,  total oil and gas sales  increased  $956,647
      (54.4%) for the nine months  ended  September  30, 2000 as compared to the
      nine months ended  September  30, 1999.  Of this  increase,  approximately
      $199,000  and  $888,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  Volumes of oil and gas sold decreased
      2,338  barrels and 47,989  Mcf,  respectively,  for the nine months  ended
      September  30, 2000 as compared to the nine  months  ended  September  30,
      1999.  The  decrease  in volumes of oil sold was  primarily  due to normal
      declines in production. Average oil and gas prices increased to $29.15 per
      barrel  and  $3.17  per  Mcf,  respectively,  for the  nine  months  ended
      September 30, 2000 from $16.11 per barrel and $1.93 per Mcf, respectively,
      for the nine months ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $135,753  (29.0%) for the nine months ended
      September  30, 2000 as compared to the nine  months  ended  September  30,
      1999.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated  with the increase in oil and gas sales,  (ii)  workover
      expenses  incurred on one  significant  well during the nine months  ended
      September  30, 2000,  and (iii)  positive  prior  period  lease  operating
      expense  adjustments made by the operators on two other  significant wells
      during the nine months ended  September  30, 2000.  As a percentage of oil
      and gas sales, these expenses decreased to 22.3% for the nine months ended
      September  30, 2000 from 26.7% for the nine  months  ended  September  30,
      1999. This  percentage  decrease was primarily due to the increases in the
      average prices of oil and gas sold.




                                      -44-
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $82,832 (22.4%) for the nine months ended September 30, 2000 as
      compared to the nine months ended  September  30, 1999.  This decrease was
      primarily  due to (i) upward  revisions in the  estimates of remaining oil
      and gas reserves at December 31, 1999 and (ii) the decreases in volumes of
      oil and gas sold.  As a  percentage  of oil and gas  sales,  this  expense
      decreased to 10.5% for the nine months ended September 30, 2000 from 21.0%
      for the nine months ended September 30, 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
      nine months ended  September 30, 2000 as compared to the nine months ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 8.3% for the nine months ended  September 30, 2000 from 12.6%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  2000  totaling  $19,784,795  or 80.91% of Limited  Partners'  capital
      contributions.

      III-D PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Three Months Ended September 30,
                                              --------------------------------
                                                  2000              1999
                                                --------          --------
      Oil and gas sales                         $817,695          $543,247
      Oil and gas production expenses           $206,260          $176,953
      Barrels produced                             6,952             7,591
      Mcf produced                               170,971           169,113
      Average price/Bbl                         $  27.86          $  18.60
      Average price/Mcf                         $   3.65          $   2.38

      As shown in the table above,  total oil and gas sales  increased  $274,448
      (50.5%) for the three months ended  September  30, 2000 as compared to the
      three months ended  September  30, 1999. Of this  increase,  approximately
      $64,000 and  $218,000,  respectively,  were  related to  increases  in the
      average  prices of oil and gas sold.  Volumes  of oil sold  decreased  639
      barrels,  while  volumes  of gas sold  increased  1,858  Mcf for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September 30, 1999.  The increase in volumes of gas sold was primarily due
      to positive prior period volume adjustments made by the



                                      -45-
<PAGE>



      purchasers  on several  wells during the three months ended  September 30,
      2000.  This  increase  was  partially  offset by (i)  normal  declines  in
      production  and (ii) the sale of several wells during early 2000.  Average
      oil and gas  prices  increased  to $27.86  per  barrel  and $3.65 per Mcf,
      respectively,  for the three months ended  September  30, 2000 from $18.60
      per barrel and $2.38 per Mcf,  respectively,  for the three  months  ended
      September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $29,307  (16.6%) for the three months ended
      September  30, 2000 as compared to the three  months ended  September  30,
      1999.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated with the increase of oil and gas sales and (ii) workover
      expenses  incurred on one  significant  well during the three months ended
      September  30, 2000 in order to improve the  recovery  of  reserves.  As a
      percentage of oil and gas sales, these expenses decreased to 25.2% for the
      three  months  ended  September  30, 2000 from 32.6% for the three  months
      ended September 30, 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 $15,849 (24.1%) for the three months ended September 30, 2000 as
      compared to the three months ended  September 30, 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 6.1% for the three months ended  September  30,
      2000 from  12.1% for the three  months  ended  September  30,  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 $1,825 (5.0%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 4.7% for the three months ended  September 30, 2000 from 6.7%
      for the three months ended September 30, 1999.  This  percentage  decrease
      was primarily due to the increase in the oil and gas sales.




                                      -46-
<PAGE>




      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                   2000              1999
                                                ----------       ----------
      Oil and gas sales                         $2,146,696       $1,410,133
      Oil and gas production expenses           $  589,575       $  521,769
      Barrels produced                              23,491           27,307
      Mcf produced                                 483,469          540,394
      Average price/Bbl                         $    26.19       $    13.76
      Average price/Mcf                         $     3.17       $     1.91

      As shown in the table above,  total oil and gas sales  increased  $736,563
      (52.2%) for the nine months  ended  September  30, 2000 as compared to the
      nine months ended  September  30, 1999.  Of this  increase,  approximately
      $292,000  and  $606,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by a decrease of  approximately  $109,000 related to a decrease in volumes
      of gas sold.  Volumes  of oil and gas sold  decreased  3,816  barrels  and
      56,925 Mcf, respectively,  for the nine months ended September 30, 2000 as
      compared to the nine months ended  September  30, 1999.  The  decreases in
      volumes of oil and gas sold were  primarily due to (i) normal  declines in
      production  and (ii) the sale of several wells during early 2000.  Average
      oil and gas  prices  increased  to $26.19  per  barrel  and $3.17 per Mcf,
      respectively, for the nine months ended September 30, 2000 from $13.76 per
      barrel  and  $1.91  per  Mcf,  respectively,  for the  nine  months  ended
      September 30, 1999.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-D
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September 30, 2000 and recognized a $197,929 gain on such sales. No
      such sales occurred during the nine months ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $67,806  (13.0%) for the nine months  ended
      September  30, 2000 as compared to the nine  months  ended  September  30,
      1999.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated with the increase of oil and gas sales and (ii) workover
      expenses  incurred on one  significant  well during the nine months  ended
      September 30, 2000. As a percentage of oil and gas sales,  these  expenses
      decreased to 27.5% for the nine months ended September 30, 2000 from 37.0%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to the increases in the average prices of oil and gas sold.



                                      -47-
<PAGE>



      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $71,128 (32.9%) for the nine months ended September 30, 2000 as
      compared to the nine months ended  September  30, 1999.  This decrease was
      primarily  due to (i) upward  revisions in the  estimates of remaining oil
      and gas reserves at December 31, 1999 and (ii) the decreases in volumes of
      oil and gas sold.  As a  percentage  of oil and gas  sales,  this  expense
      decreased to 6.7% for the nine months ended  September 30, 2000 from 15.3%
      for the nine months ended September 30, 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 $1,435 (1.2%) for the nine
      months  ended  September  30, 2000 as  compared  to the nine months  ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 5.7% for the nine months ended  September  30, 2000 from 8.5%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to the increase in the oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  2000  totaling  $10,490,669  or 80.08% of Limited  Partners'  capital
      contributions.

      III-E PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                   2000             1999
                                                ----------       ----------
      Oil and gas sales                         $2,475,574       $1,877,248
      Oil and gas production expenses           $  865,327       $  890,635
      Barrels produced                              43,388           44,634
      Mcf produced                                 339,350          436,613
      Average price/Bbl                         $    27.79       $    17.85
      Average price/Mcf                         $     3.74       $     2.47

      As shown in the table above,  total oil and gas sales  increased  $598,326
      (31.9%) for the three months ended  September  30, 2000 as compared to the
      three months ended  September  30, 1999. Of this  increase,  approximately
      $431,000  and  $430,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by a decrease of  approximately  $241,000 related to a decrease in volumes
      of gas sold.  Volumes  of oil and gas sold  decreased  1,246  barrels  and
      97,263 Mcf, respectively, for the three months ended September 30, 2000 as
      compared to the three months



                                      -48-
<PAGE>



      ended  September  30,  1999.  The  decrease  in  volumes  of gas  sold was
      primarily  due to (i) the sale of several wells during early 2000 and (ii)
      a negative  prior period  volume  adjustment  made by the purchaser on one
      significant well during the three months ended September 30, 2000. Average
      oil and gas  prices  increased  to $27.79  per  barrel  and $3.74 per Mcf,
      respectively,  for the three months ended  September  30, 2000 from $17.85
      per barrel and $2.47 per Mcf,  respectively,  for the three  months  ended
      September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $25,308  (2.8%) for the three  months ended
      September  30, 2000 as compared to the three  months ended  September  30,
      1999. As a percentage of oil and gas sales,  these  expenses  decreased to
      35.0% for the three  months  ended  September  30, 2000 from 47.4% for the
      three  months  ended  September  30, 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 $39,938 (28.3%) for the three months ended September 30, 2000 as
      compared to the three months ended  September 30, 1999.  This decrease was
      primarily due to (i) the decreases in volumes of oil and gas sold and (ii)
      upward  revisions in the  estimates  of remaining  oil and gas reserves at
      December 31,  1999.  As a  percentage  of oil and gas sales,  this expense
      decreased to 4.1% for three months ended  September 30, 2000 from 7.5% for
      the three months ended September 30, 1999.  This  percentage  decrease was
      primarily due to the increases in the average prices of oil and gas sold.

      General and administrative  expenses increased $3,486 (3.0%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 4.8% for the three months ended  September 30, 2000 from 6.2%
      for the three months ended September 30, 1999.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.




                                      -49-
<PAGE>




      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                   2000             1999
                                                ----------       ----------
      Oil and gas sales                         $7,530,254       $4,559,288
      Oil and gas production expenses           $2,643,857       $2,652,989
      Barrels produced                             140,208          152,375
      Mcf produced                               1,192,352        1,255,776
      Average price/Bbl                         $    25.72       $    13.43
      Average price/Mcf                         $     3.29       $     2.00

      As shown in the table above, total oil and gas sales increased  $2,970,966
      (65.2%) for the nine months  ended  September  30, 2000 as compared to the
      nine months ended  September  30, 1999.  Of this  increase,  approximately
      $1,724,000 and $1,537,000,  respectively, were related to increases in the
      average prices of oil and gas sold.  Volumes of oil and gas sold decreased
      12,167  barrels and 63,424 Mcf,  respectively,  for the nine months  ended
      September  30, 2000 as compared to the nine  months  ended  September  30,
      1999.  Average oil and gas prices increased to $25.72 per barrel and $3.29
      per Mcf,  respectively,  for the nine months ended September 30, 2000 from
      $13.43  per barrel and $2.00 per Mcf,  respectively,  for the nine  months
      ended September 30, 1999.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-E
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September 30, 2000 and recognized a $1,322,199  gain on such sales.
      No such sales occurred during the nine months ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) remained  relatively  constant for the nine months ended
      September  30, 2000 as compared to the nine  months  ended  September  30,
      1999. As a percentage of oil and gas sales,  these  expenses  decreased to
      35.1% for the nine months ended September 30, 2000 from 58.2% for the nine
      months ended September 30, 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 $101,752 (23.4%) for the nine months ended September 30, 2000 as
      compared to the nine months ended  September  30, 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 4.4% for nine months ended  September  30, 2000
      from 9.5% for the nine



                                      -50-
<PAGE>



      months  ended  September  30,  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
      nine months ended  September 30, 2000 as compared to the nine months ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 5.1% for the nine months ended  September  30, 2000 from 8.4%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  2000  totaling  $36,327,016  or 86.85% of Limited  Partners'  capital
      contributions.

      III-F PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                    2000            1999
                                                  --------        --------
      Oil and gas sales                           $735,710        $698,626
      Oil and gas production expenses             $202,847        $231,934
      Barrels produced                               9,542          12,820
      Mcf produced                                 131,163         205,030
      Average price/Bbl                           $  28.48        $  19.22
      Average price/Mcf                           $   3.54        $   2.21

      As shown in the table  above,  total oil and gas sales  increased  $37,084
      (5.3%) for the three  months ended  September  30, 2000 as compared to the
      three months ended  September  30, 1999. Of this  increase,  approximately
      $88,000 and  $175,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold.  These increases were partially offset
      by decreases of approximately $63,000 and $163,000, respectively,  related
      to decreases  in volumes of oil and gas sold.  Volumes of oil and gas sold
      decreased 3,278 barrels and 73,867 Mcf, respectively, for the three months
      ended  September 30, 2000 as compared to the three months ended  September
      30, 1999. The decrease in volumes of oil sold was primarily due to (i) the
      sale of several  wells  during  late 1999 and early  2000 and (ii)  normal
      declines in production.  The decrease 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 September 30, 1999
      and (ii) a negative prior period volume  adjustment  made by the purchaser
      on another  significant  well during the three months ended  September 30,
      2000. Average oil and gas prices increased to $28.48 per



                                      -51-
<PAGE>



      barrel  and  $3.54  per Mcf,  respectively,  for the  three  months  ended
      September 30, 2000 from $19.22 per barrel and $2.21 per Mcf, respectively,
      for the three months ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $29,087  (12.5%) for the three months ended
      September  30, 2000 as compared to the three  months ended  September  30,
      1999.  This decrease was primarily due to the sale of several wells during
      late  1999 and early  2000.  This  decrease  was  partially  offset by (i)
      workover expenses incurred on one significant well during the three months
      ended  September  30,  2000  and  (ii) 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 27.6% for the three  months
      ended  September 30, 2000 from 33.2% for the three months ended  September
      30, 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 $65,917 (45.8%) for the three months ended September 30, 2000 as
      compared to the three months ended  September 30, 1999.  This decrease was
      primarily due to (i) the decreases in volumes of oil and gas sold and (ii)
      upward  revisions in the  estimates  of remaining  oil and gas reserves at
      December 31,  1999.  As a  percentage  of oil and gas sales,  this expense
      decreased  to 10.6% for the three  months  ended  September  30, 2000 from
      20.6% for the three  months ended  September  30,  1999.  This  percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold.

      General and administrative  expenses increased $2,246 (3.7%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 8.6% for the three months ended  September 30, 2000 from 8.8%
      for the three months ended September 30, 1999.





                                      -52-
<PAGE>




      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                     2000           1999
                                                  ----------     ----------
      Oil and gas sales                           $2,402,405     $1,621,650
      Oil and gas production expenses             $  655,774     $  752,069
      Barrels produced                                34,242         42,836
      Mcf produced                                   495,157        535,860
      Average price/Bbl                           $    27.83     $    14.66
      Average price/Mcf                           $     2.93     $     1.85

      As shown in the table above,  total oil and gas sales  increased  $780,755
      (48.1%) for the nine months  ended  September  30, 2000 as compared to the
      nine months ended  September  30, 1999.  Of this  increase,  approximately
      $451,000  and  $531,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by a decrease of  approximately  $126,000 related to a decrease in volumes
      of oil sold.  Volumes  of oil and gas sold  decreased  8,594  barrels  and
      40,703 Mcf, respectively,  for the nine months ended September 30, 2000 as
      compared to the nine months  ended  September  30,  1999.  The decrease in
      volumes of oil sold was  primarily  due to (i) the sale of  several  wells
      during  late 1999 and early 2000 and (ii) normal  declines in  production.
      Average  oil and gas prices  increased  to $27.83 per barrel and $2.93 per
      Mcf,  respectively,  for the nine  months  ended  September  30, 2000 from
      $14.66  per barrel and $1.85 per Mcf,  respectively,  for the nine  months
      ended September 30, 1999.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-F
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September  30, 2000 and  recognized a $150,840  gain on such sales.
      Sales of oil and gas properties during the nine months ended September 30,
      1999  resulted  in the  III-F  Partnership  recognizing  similar  gains of
      $18,156.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $96,295  (12.8%) for the nine months  ended
      September  30, 2000 as compared to the nine  months  ended  September  30,
      1999.  This  decrease was  primarily  due to (i) the sale of several wells
      during  late 1999 and early 2000 and (ii) a positive  prior  period  lease
      operating expense  adjustment made by the operator on one significant well
      during the nine months ended  September  30, 1999.  These  decreases  were
      partially  offset by (i) the reversal of a litigation  accrual  during the
      nine months ended September 30, 1999 and (ii) an increase in production



                                      -53-
<PAGE>



      taxes  associated  with the increase in oil and gas sales. As a percentage
      of oil and gas  sales,  these  expenses  decreased  to 27.3%  for the nine
      months  ended  September  30,  2000 from 46.4% for the nine  months  ended
      September  30, 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 $116,638 (28.8%) for the nine months ended September 30, 2000 as
      compared to the nine months ended  September  30, 1999.  This decrease was
      primarily  due to (i) upward  revisions in the  estimates of remaining oil
      and gas reserves at December 31, 1999 and (ii) the decreases in volumes of
      oil and gas sold.  As a  percentage  of oil and gas  sales,  this  expense
      decreased to 12.0% for the nine months ended September 30, 2000 from 24.9%
      for the nine months ended September 30, 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
      nine months ended  September 30, 2000 as compared to the nine months ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 8.5% for the nine months ended  September 30, 2000 from 12.4%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  2000  totaling  $13,251,904  or 59.83% of Limited  Partners'  capital
      contributions.

      III-G PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Three Months Ended September 30,
                                              --------------------------------
                                                    2000           1999
                                                  --------       --------
      Oil and gas sales                           $446,431       $440,935
      Oil and gas production expenses             $125,520       $144,081
      Barrels produced                               7,012          9,897
      Mcf produced                                  70,232        114,797
      Average price/Bbl                           $  28.58       $  18.73
      Average price/Mcf                           $   3.50       $   2.23

      As shown in the table  above,  total oil and gas  sales  increased  $5,496
      (1.2%) for the three  months ended  September  30, 2000 as compared to the
      three months ended  September  30, 1999. Of this  increase,  approximately
      $69,000  and  $90,000,  respectively,  were  related to  increases  in the
      average prices



                                      -54-
<PAGE>



      of oil and gas sold. These increases were partially offset by decreases of
      approximately $54,000 and $99,000,  respectively,  related to decreases in
      volumes of oil and gas sold.  Volumes of oil and gas sold decreased  2,885
      barrels and 44,565 Mcf, respectively, for the three months ended September
      30, 2000 as compared to the three months  ended  September  30, 1999.  The
      decrease  in  volumes  of oil  sold was  primarily  due to (i) the sale of
      several wells during late 1999 and early 2000 and (ii) normal  declines in
      production. The decrease 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 September 30, 1999 and (ii)
      a negative prior period volume adjustment made by the purchaser on another
      significant well during the three months ended September 30, 2000. Average
      oil and gas  prices  increased  to $28.58  per  barrel  and $3.50 per Mcf,
      respectively,  for the three months ended  September  30, 2000 from $18.73
      per barrel and $2.23 per Mcf,  respectively,  for the three  months  ended
      September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $18,561  (12.9%) for the three months ended
      September  30, 2000 as compared to the three  months ended  September  30,
      1999.  This decrease was primarily due to the sale of several wells during
      late  1999 and early  2000.  This  decrease  was  partially  offset by (i)
      workover  expenses  incurred  on one well  during the three  months  ended
      September  30, 2000 and (ii) an increase in  production  taxes  associated
      with the  increase of oil and gas sales.  As a  percentage  of oil and gas
      sales,  these  expenses  decreased  to 28.1%  for the three  months  ended
      September  30, 2000 from 32.7% for the three  months ended  September  30,
      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 $51,416 (57.5%) for the three months ended September 30, 2000 as
      compared to the three months ended  September 30, 1999.  This decrease was
      primarily due to (i) the decreases in volumes of oil and gas sold and (ii)
      upward  revisions in the  estimates  of remaining  oil and gas reserves at
      December 31,  1999.  As a  percentage  of oil and gas sales,  this expense
      decreased to 8.5% for the three months ended September 30, 2000 from 20.3%
      for the three months ended September 30, 1999.  This  percentage  decrease
      was primarily  due to the  increases in the average  prices of oil and gas
      sold.




                                      -55-
<PAGE>




      General and administrative  expenses increased $1,441 (4.3%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      increased to 7.9% for the three months ended  September 30, 2000 from 7.7%
      for the three months ended September 30, 1999.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                     2000           1999
                                                  ----------     ----------
      Oil and gas sales                           $1,463,791     $1,004,949
      Oil and gas production expenses             $  415,646     $  496,103
      Barrels produced                                25,020         31,383
      Mcf produced                                   260,470        292,301
      Average price/Bbl                           $    27.93     $    14.60
      Average price/Mcf                           $     2.94     $     1.87

      As shown in the table above,  total oil and gas sales  increased  $458,842
      (45.7%) for the nine months  ended  September  30, 2000 as compared to the
      nine months ended  September  30, 1999.  Of this  increase,  approximately
      $334,000  and  $278,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by decreases of approximately $93,000 and $60,000,  respectively,  related
      to decreases  in volumes of oil and gas sold.  Volumes of oil and gas sold
      decreased 6,363 barrels and 31,831 Mcf, respectively,  for the nine months
      ended  September  30, 2000 as compared to the nine months ended  September
      30, 1999. The decrease in volumes of oil sold was primarily due to (i) the
      sale of several wells during 1999 and early 2000 and (ii) normal  declines
      in production.  The decrease in volumes of gas sold was primarily due to a
      positive  prior  period  volume  adjustment  made by the  purchaser on one
      significant well during the nine months ended September 30, 1999.  Average
      oil and gas  prices  increased  to $27.93  per  barrel  and $2.94 per Mcf,
      respectively, for the nine months ended September 30, 2000 from $14.60 per
      barrel  and  $1.87  per  Mcf,  respectively,  for the  nine  months  ended
      September 30, 1999.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-G
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September  30, 2000 and  recognized a $157,065  gain on such sales.
      Sales of oil and gas properties during the nine months ended September 30,
      1999  resulted  in the  III-G  Partnership  recognizing  similar  gains of
      $13,064.




                                      -56-
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $80,457  (16.2%) for the nine months  ended
      September  30, 2000 as compared to the nine  months  ended  September  30,
      1999.  This  decrease was  primarily  due to (i) the sale of several wells
      during  late 1999 and early 2000 and (ii) a positive  prior  period  lease
      operating expense  adjustment made by the operator on one significant well
      during the nine months ended  September  30, 1999.  These  decreases  were
      partially  offset by (i) the reversal of a litigation  accrual  during the
      nine months ended  September  30, 1999 and (ii) 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 28.4%  for the nine
      months  ended  September  30,  2000 from 49.4% for the nine  months  ended
      September  30, 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 $109,106 (44.2%) for the nine months ended September 30, 2000 as
      compared to the nine months ended  September  30, 1999.  This decrease was
      primarily  due to (i) upward  revisions in the  estimates of remaining oil
      and gas reserves at December 31, 1999 and (ii) the decreases in volumes of
      oil and gas sold.  As a  percentage  of oil and gas  sales,  this  expense
      decreased to 9.4% for the nine months ended  September 30, 2000 from 24.5%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to the increases in the average prices of oil and gas sold.

      General and  administrative  expenses increased $1,259 (1.1%) for the nine
      months  ended  September  30, 2000 as  compared  to the nine months  ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 7.7% for the nine months ended  September 30, 2000 from 11.1%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  2000  totaling  $7,168,287  or 58.79% of  Limited  Partners'  capital
      contributions.




                                      -57-
<PAGE>



      ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

                  The  Partnerships  do  not  hold  any  market  risk  sensitive
                  instruments.





                                      -58-
<PAGE>



                          PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     27.1 Financial  Data  Schedule  containing  summary  financial  information
          extracted  from the III-A  Partnership's  financial  statements  as of
          September  30, 2000 and for the nine months ended  September 30, 2000,
          filed herewith.

     27.2 Financial  Data  Schedule  containing  summary  financial  information
          extracted  from the III-B  Partnership's  financial  statements  as of
          September  30, 2000 and for the nine months ended  September 30, 2000,
          filed herewith.

     27.3 Financial  Data  Schedule  containing  summary  financial  information
          extracted  from the III-C  Partnership's  financial  statements  as of
          September  30, 2000 and for the nine months ended  September 30, 2000,
          filed herewith.

     27.4 Financial  Data  Schedule  containing  summary  financial  information
          extracted  from the III-D  Partnership's  financial  statements  as of
          September  30, 2000 and for the nine months ended  September 30, 2000,
          filed herewith.

     27.5 Financial  Data  Schedule  containing  summary  financial  information
          extracted  from the III-E  Partnership's  financial  statements  as of
          September  30, 2000 and for the nine months ended  September 30, 2000,
          filed herewith.

     27.6 Financial  Data  Schedule  containing  summary  financial  information
          extracted  from the III-F  Partnership's  financial  statements  as of
          September  30, 2000 and for the nine months ended  September 30, 2000,
          filed herewith.

     27.7 Financial  Data  Schedule  containing  summary  financial  information
          extracted  from the III-G  Partnership's  financial  statements  as of
          September  30, 2000 and for the nine months ended  September 30, 2000,
          filed herewith.

          All other exhibits are omitted as inapplicable.






                                      -59-
<PAGE>




(b)  Reports on Form 8-K.

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

            Date of Event                       August 23, 2000
            Date filed with the SEC             August 23, 2000
            Items Included                      Item 5 - Other Events



                                      -60-
<PAGE>



                                   SIGNATURES

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


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

                              (Registrant)

                              BY:   GEODYNE RESOURCES, INC.
                                    General Partner


Date:  November 13, 2000      By:     /s/Dennis R. Neill
                                   --------------------------------
                                        (Signature)
                                        Dennis R. Neill
                                        President


Date:  November 13, 2000      By:     /s/Patrick M. Hall
                                   --------------------------------
                                        (Signature)
                                        Patrick M. Hall
                                        Principal Accounting Officer



                                      -61-
<PAGE>



INDEX TO EXHIBITS


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

27.1        Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited Partnership III-A's
            financial  statements  as of  September  30,  2000  and for the nine
            months ended September 30, 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  September  30,  2000  and for the nine
            months ended September 30, 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  September  30,  2000  and for the nine
            months ended September 30, 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  September  30,  2000  and for the nine
            months ended September 30, 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  September  30,  2000  and for the nine
            months ended September 30, 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  September  30,  2000  and for the nine
            months ended September 30, 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  September  30,  2000  and for the nine
            months ended September 30, 2000, filed herewith.

            All other exhibits are omitted as inapplicable.





                                      -62-


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