GEODYNE ENERGY INCOME LTD PARTNERSHIP III-A
10-Q, 2000-08-11
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarter ended June 30, 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

                                          June 30,    December 31,
                                            2000          1999
                                        ------------  ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  443,413    $  379,613
   Accounts receivable:
     Oil and gas sales                      555,429       325,691
                                         ----------    ----------
       Total current assets              $  998,842    $  705,304

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          1,586,553     1,808,851

DEFERRED CHARGE                             279,651       279,651
                                         ----------    ----------
                                         $2,865,046    $2,793,806
                                         ==========    ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                      $   48,836    $   49,195
   Gas imbalance payable                     31,659        31,659
                                         ----------    ----------
       Total current liabilities         $   80,495    $   80,854

ACCRUED LIABILITY                        $   50,052    $   50,052

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  164,054)  ($  194,823)
   Limited Partners, issued and
     outstanding, 263,976 units           2,898,553     2,857,723
                                         ----------    ----------
       Total Partners' capital           $2,734,499    $2,662,900
                                         ----------    ----------
                                         $2,865,046    $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 JUNE 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                      $892,818       $513,083
   Interest income                           5,073          1,863
   Gain on sale of oil and gas
     properties                                771            883
                                          --------       --------
                                          $898,662       $515,829

COSTS AND EXPENSES:
   Lease operating                        $159,268       $ 77,313
   Production tax                           73,710         38,166
   Depreciation, depletion, and
     amortization of oil and gas
     properties                             96,516        111,617
   General and administrative
     (Note 2)                               71,961         73,129
                                          --------       --------
                                          $401,455       $300,225
                                          --------       --------

NET INCOME                                $497,207       $215,604
                                          ========       ========
GENERAL PARTNER - NET INCOME              $ 57,900       $ 15,152
                                          ========       ========
LIMITED PARTNERS - NET INCOME             $439,307       $200,452
                                          ========       ========
NET INCOME per unit                       $   1.67       $    .76
                                          ========       ========
UNITS OUTSTANDING                          263,976        263,976
                                          ========       ========




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




                                      -3-
<PAGE>




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


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

REVENUES:
   Oil and gas sales                    $1,548,064       $933,779
   Interest income                           9,683          3,848
   Gain on sale of oil and gas
     properties                                771            883
                                        ----------       --------
                                        $1,558,518       $938,510

COSTS AND EXPENSES:
   Lease operating                      $  317,839       $200,551
   Production tax                          134,287         66,426
   Depreciation, depletion, and
     amortization of oil and gas
     properties                            194,214        232,539
   General and administrative
     (Note 2)                              166,339        166,185
                                        ----------       --------
                                        $  812,679       $665,701
                                        ----------       --------

NET INCOME                              $  745,839       $272,809
                                        ==========       ========
GENERAL PARTNER - NET INCOME            $   74,009       $ 22,750
                                        ==========       ========
LIMITED PARTNERS - NET INCOME           $  671,830       $250,059
                                        ==========       ========
NET INCOME per unit                     $     2.55       $    .95
                                        ==========       ========
UNITS OUTSTANDING                          263,976        263,976
                                        ==========       ========



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




                                      -4-
<PAGE>




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

                                           2000           1999
                                         ---------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                            $745,839        $272,809
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                         194,214         232,539
     Gain on sale of oil and gas
       properties                      (     771)       (     883)
     Increase in accounts receivable -
       oil and gas sales                ( 229,738)      (  64,169)
     Decrease in accounts payable       (     359)      (  30,094)
                                         --------        --------
Net cash provided by operating
   activities                            $709,185        $410,202
                                         --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                 ($ 10,816)      ($  8,914)
   Proceeds from sale of oil and
     gas properties                        39,671          10,555
                                         --------        --------
Net cash provided by investing
   activities                            $ 28,855        $  1,641
                                         --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                   ($674,240)      ($383,370)
                                         --------        --------
Net cash used by financing activities   ($674,240)      ($383,370)
                                         --------        --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                           $ 63,800        $ 28,473

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                    379,613         212,695
                                         --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                         $443,413        $241,168
                                         ========        ========



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




                                      -5-
<PAGE>




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

                                     ASSETS


                                          June 30,    December 31,
                                            2000          1999
                                        -----------   ------------

CURRENT ASSETS:
   Cash and cash equivalents            $  260,663     $  227,298
   Accounts receivable:
     Oil and gas sales                     341,230        214,859
                                        ----------     ----------
       Total current assets             $  601,893     $  442,157

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method           895,209      1,018,525

DEFERRED CHARGE                            229,634        229,634
                                        ----------     ----------
                                        $1,726,736     $1,690,316
                                        ==========     ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                     $   30,352     $   32,585
   Gas imbalance payable                    16,517         16,517
                                        ----------     ----------
       Total current liabilities        $   46,869     $   49,102

ACCRUED LIABILITY                       $   33,458     $   33,458

PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($   61,567)   ($   79,362)
   Limited Partners, issued and
     outstanding, 138,336 units          1,707,976      1,687,118
                                        ----------     ----------
       Total Partners' capital          $1,646,409     $1,607,756
                                        ----------     ----------
                                        $1,726,736     $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 JUNE 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                      $528,720       $278,640
   Interest income                           2,982            837
   Gain on sale of oil and gas
     properties                                  -            372
                                          --------       --------
                                          $531,702       $279,849

COSTS AND EXPENSES:
   Lease operating                        $ 96,700       $ 47,177
   Production tax                           43,403         19,223
   Depreciation, depletion, and
     amortization of oil and gas
     properties                             52,981         58,392
   General and administrative
     (Note 2)                               38,052         38,359
                                          --------       --------
                                          $231,136       $163,151
                                          --------       --------

NET INCOME                                $300,566       $116,698
                                          ========       ========
GENERAL PARTNER - NET INCOME              $ 52,055       $ 25,554
                                          ========       ========
LIMITED PARTNERS - NET INCOME             $248,511       $ 91,144
                                          ========       ========
NET INCOME per unit                       $   1.80       $    .66
                                          ========       ========
UNITS OUTSTANDING                          138,336        138,336
                                          ========       ========




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




                                      -7-
<PAGE>




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


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

REVENUES:
   Oil and gas sales                      $981,692       $500,841
   Interest income                           5,525          1,825
   Gain on sale of oil and gas
     properties                                  -            372
                                          --------       --------
                                          $987,217       $503,038

COSTS AND EXPENSES:
   Lease operating                        $191,475       $132,130
   Production tax                           83,916         33,547
   Depreciation, depletion, and
     amortization of oil and gas
     properties                            109,723        119,091
   General and administrative
     (Note 2)                               87,526         87,178
                                          --------       --------
                                          $472,640       $371,946
                                          --------       --------

NET INCOME                                $514,577       $131,092
                                          ========       ========
GENERAL PARTNER - NET INCOME              $ 91,719       $ 36,063
                                          ========       ========
LIMITED PARTNERS - NET INCOME             $422,858       $ 95,029
                                          ========       ========
NET INCOME per unit                       $   3.06       $    .69
                                          ========       ========
UNITS OUTSTANDING                          138,336        138,336
                                          ========       ========




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




                                      -8-
<PAGE>




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

                                            2000           1999
                                         ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                             $514,577       $131,092
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                          109,723        119,091
     Gain on sale of oil and gas
       properties                                -      (     372)
     Increase in accounts receivable -
       oil and gas sales                 ( 126,371)     (  25,322)
     Decrease in accounts payable        (   2,233)     (   2,071)
                                          --------       --------
Net cash provided by operating
   activities                             $495,696       $222,418
                                          --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                  ($  7,556)     ($  1,029)
   Proceeds from sale of oil and
     gas properties                         21,149            512
                                          --------       --------
Net cash provided (used) by investing
   activities                             $ 13,593      ($    517)
                                          --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                    ($475,924)     ($218,135)
                                          --------       --------
Net cash used by financing activities    ($475,924)     ($218,135)
                                          --------       --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                            $ 33,365       $  3,766

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                     227,298        117,355
                                          --------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                          $260,663       $121,121
                                          ========       ========



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




                                      -9-
<PAGE>




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

                                     ASSETS


                                         June 30,     December 31,
                                           2000           1999
                                        -----------   ------------

CURRENT ASSETS:
   Cash and cash equivalents            $  541,429     $  482,914
   Accounts receivable:
     Oil and gas sales                     630,365        444,436
                                        ----------     ----------
       Total current assets             $1,171,794     $  927,350

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method         2,137,276      2,323,346

DEFERRED CHARGE                            197,269        197,269
                                        ----------     ----------
                                        $3,506,339     $3,447,965
                                        ==========     ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                     $   41,508     $   50,407
   Gas imbalance payable                    44,727         44,727
                                        ----------     ----------
       Total current liabilities        $   86,235     $   95,134

ACCRUED LIABILITY                       $  156,396     $  156,396

PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($  160,962)   ($  168,448)
   Limited Partners, issued and
     outstanding, 244,536 units          3,424,670      3,364,883
                                        ----------     ----------
       Total Partners' capital          $3,263,708     $3,196,435
                                        ----------     ----------
                                        $3,506,339     $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 JUNE 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                      $874,512     $587,401
   Interest income                           5,996        2,630
   Gain on sale of oil and gas
     properties                             62,457          524
                                          --------     --------
                                          $942,965     $590,555

COSTS AND EXPENSES:
   Lease operating                        $111,181     $ 95,551
   Production tax                           58,887       37,872
   Depreciation, depletion, and
     amortization of oil and gas
     properties                             84,671      120,329
   General and administrative
     (Note 2)                               66,700       68,360
                                          --------     --------
                                          $321,439     $322,112
                                          --------     --------

NET INCOME                                $621,526     $268,443
                                          ========     ========
GENERAL PARTNER - NET INCOME              $ 32,622     $ 18,104
                                          ========     ========
LIMITED PARTNERS - NET INCOME             $588,904     $250,339
                                          ========     ========
NET INCOME per unit                       $   2.41     $   1.02
                                          ========     ========
UNITS OUTSTANDING                          244,536      244,536
                                          ========     ========




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




                                      -11-
<PAGE>




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


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

REVENUES:
   Oil and gas sales                    $1,596,961     $1,057,165
   Interest income                          11,625          5,505
   Gain on sale of oil and gas
     properties                             62,457            524
                                        ----------     ----------
                                        $1,671,043     $1,063,194

COSTS AND EXPENSES:
   Lease operating                      $  263,635     $  221,945
   Production tax                          107,216         71,019
   Depreciation, depletion, and
     amortization of oil and gas
     properties                            185,972        249,948
   General and administrative
     (Note 2)                              154,111        154,580
                                        ----------     ----------
                                        $  710,934     $  697,492
                                        ----------     ----------

NET INCOME                              $  960,109     $  365,702
                                        ==========     ==========
GENERAL PARTNER - NET INCOME            $   53,322     $   28,008
                                        ==========     ==========
LIMITED PARTNERS - NET INCOME           $  906,787     $  337,694
                                        ==========     ==========
NET INCOME per unit                     $     3.71     $     1.38
                                        ==========     ==========
UNITS OUTSTANDING                          244,536        244,536
                                        ==========     ==========




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




                                      -12-
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                  (Unaudited)
                                          2000             1999
                                        ---------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                           $960,109         $365,702
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                        185,972          249,948
     Gain on sale of oil and gas
       properties                      (  62,457)       (     524)
     Increase in accounts receivable -
       oil and gas sales               ( 185,929)       (  21,017)
     Decrease in accounts payable      (   8,899)       (   5,751)
                                        --------         --------
Net cash provided by operating
   activities                           $888,796         $588,358
                                        --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                ($    508)       ($ 24,331)
   Proceeds from sale of oil and
     gas properties                       63,063              524
                                        --------         --------
Net cash provided (used) by investing
   activities                           $ 62,555        ($ 23,807)
                                        --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                  ($892,836)       ($593,925)
                                        --------         --------
Net cash used by financing activities  ($892,836)       ($593,925)
                                        --------         --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                     $ 58,515        ($ 29,374)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                   482,914          340,720
                                        --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                        $541,429         $311,346
                                        ========         ========



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




                                      -13-
<PAGE>




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

                                     ASSETS


                                          June 30,    December 31,
                                            2000          1999
                                        -----------   ------------

CURRENT ASSETS:
   Cash and cash equivalents            $  550,855     $  338,669
   Accounts receivable:
     Oil and gas sales                     489,000        371,197
                                        ----------     ----------
       Total current assets             $1,039,855     $  709,866

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method           975,973      1,047,894

DEFERRED CHARGE                             52,412         52,412
                                        ----------     ----------
                                        $2,068,240     $1,810,172
                                        ==========     ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                     $   46,547     $   74,391
   Gas imbalance payable                     2,361          2,361
                                        ----------     ----------
       Total current liabilities        $   48,908     $   76,752

ACCRUED LIABILITY                       $  181,185     $  181,185

PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($   59,681)   ($   66,221)
   Limited Partners, issued and
     outstanding, 131,008 units          1,897,828      1,618,456
                                        ----------     ----------
       Total Partners' capital          $1,838,147     $1,552,235
                                        ----------     ----------
                                        $2,068,240     $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 JUNE 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                      $677,289       $473,492
   Interest income                           5,395          1,529
   Gain on sale of oil and gas
     properties                             17,176              -
                                          --------       --------
                                          $699,860       $475,021

COSTS AND EXPENSES:
   Lease operating                        $125,291       $116,538
   Production tax                           42,584         32,160
   Depreciation, depletion, and
     amortization of oil and gas
     properties                             43,209         72,033
   General and administrative
     (Note 2)                               36,760         37,173
                                          --------       --------
                                          $247,844       $257,904
                                          --------       --------

NET INCOME                                $452,016       $217,117
                                          ========       ========
GENERAL PARTNER - NET INCOME              $ 23,838       $ 13,661
                                          ========       ========
LIMITED PARTNERS - NET INCOME             $428,178       $203,456
                                          ========       ========
NET INCOME per unit                       $   3.27       $   1.56
                                          ========       ========
UNITS OUTSTANDING                          131,008        131,008
                                          ========       ========



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




                                      -15-
<PAGE>




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


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

REVENUES:
   Oil and gas sales                    $1,329,001       $866,886
   Interest income                           9,029          3,133
   Gain on sale of oil and gas
     properties                            197,929              -
                                        ----------       --------
                                        $1,535,959       $870,019

COSTS AND EXPENSES:
   Lease operating                      $  297,564       $283,750
   Production tax                           85,751         61,066
   Depreciation, depletion, and
     amortization of oil and gas
     properties                             94,858        150,137
   General and administrative
     (Note 2)                               83,582         83,972
                                        ----------       --------
                                        $  561,755       $578,925
                                        ----------       --------

NET INCOME                              $  974,204       $291,094
                                        ==========       ========
GENERAL PARTNER - NET INCOME            $   51,832       $ 20,404
                                        ==========       ========
LIMITED PARTNERS - NET INCOME           $  922,372       $270,690
                                        ==========       ========
NET INCOME per unit                     $     7.04       $   2.07
                                        ==========       ========
UNITS OUTSTANDING                          131,008        131,008
                                        ==========       ========




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




                                      -16-
<PAGE>




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


                                            2000        1999
                                          ---------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                             $974,204     $291,094
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                           94,858      150,137
     Gain on sale of oil and gas
       properties                        ( 197,929)           -
     Increase in accounts receivable -
       oil and gas sales                 ( 117,803)   (  52,307)
     Decrease in accounts payable        (  27,844)   (   7,399)
                                          --------     --------
Net cash provided by operating
   activities                             $725,486     $381,525
                                          --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                  ($ 26,908)   ($ 16,716)
   Proceeds from sale of oil and
     gas properties                        201,900            -
                                          --------     --------
Net cash provided (used) by investing
     activities                           $174,992    ($ 16,716)
                                          --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                    ($688,292)   ($339,753)
                                          --------     --------
Net cash used by financing activities    ($688,292)   ($339,753)
                                          --------     --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                            $212,186     $ 25,056

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                     338,669      172,776
                                          --------     --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                          $550,855     $197,832
                                          ========     ========



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




                                      -17-
<PAGE>




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

                                     ASSETS


                                        June 30,      December 31,
                                          2000            1999
                                      ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents           $2,596,822      $1,445,029
   Accounts receivable:
     Oil and gas sales                  1,664,455       1,403,065
                                       ----------      ----------
       Total current assets            $4,261,277      $2,848,094

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method        2,684,367       2,776,902

DEFERRED CHARGE                           117,235         117,235
                                       ----------      ----------
                                       $7,062,879      $5,742,231
                                       ==========      ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                    $  226,733      $  398,764
   Gas imbalance payable                   34,902          34,902
                                       ----------      ----------
       Total current liabilities       $  261,635      $  433,666

ACCRUED LIABILITY                      $  530,662      $  530,662

PARTNERS' CAPITAL (DEFICIT):
   General Partner                    ($  241,916)    ($  259,526)
   Limited Partners, issued and
     outstanding, 418,266 units         6,512,498       5,037,429
                                       ----------      ----------
       Total Partners' capital         $6,270,582      $4,777,903
                                       ----------      ----------
                                       $7,062,879      $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 JUNE 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                    $2,563,436     $1,510,547
   Interest income                          23,866          3,330
   Gain on sale of oil and
     gas properties                         31,717              -
                                        ----------     ----------
                                        $2,619,019     $1,513,877

COSTS AND EXPENSES:
   Lease operating                      $  675,009     $  663,632
   Production tax                          154,654        105,227
   Depreciation, depletion, and
     amortization of oil and gas
     properties                            114,256        144,100
   General and administrative
     (Note 2)                              115,290        120,050
                                        ----------     ----------
                                        $1,059,209     $1,033,009
                                        ----------     ----------

NET INCOME                              $1,559,810     $  480,868
                                        ==========     ==========
GENERAL PARTNER - NET INCOME            $   81,368     $   29,640
                                        ==========     ==========
LIMITED PARTNERS - NET INCOME           $1,478,442     $  451,228
                                        ==========     ==========
NET INCOME per unit                     $     3.54     $     1.08
                                        ==========     ==========
UNITS OUTSTANDING                          418,266        418,266
                                        ==========     ==========





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




                                      -19-
<PAGE>




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


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

REVENUES:
   Oil and gas sales                    $5,054,680     $2,682,040
   Interest income                          39,015          7,952
   Gain on sale of oil and
     gas properties                      1,317,098              -
                                        ----------     ----------
                                        $6,410,793     $2,689,992

COSTS AND EXPENSES:
   Lease operating                      $1,464,860     $1,581,850
   Production tax                          313,670        180,504
   Depreciation, depletion, and
     amortization of oil and gas
     properties                            231,308        293,122
   General and administrative
     (Note 2)                              264,775        267,952
                                        ----------     ----------
                                        $2,274,613     $2,323,428
                                        ----------     ----------

NET INCOME                              $4,136,180     $  366,564
                                        ==========     ==========
GENERAL PARTNER - NET INCOME            $  214,111     $   29,655
                                        ==========     ==========
LIMITED PARTNERS - NET INCOME           $3,922,069     $  336,909
                                        ==========     ==========
NET INCOME per unit                     $     9.38     $      .81
                                        ==========     ==========
UNITS OUTSTANDING                          418,266        418,266
                                        ==========     ==========



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




                                      -20-
<PAGE>




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

                                             2000          1999
                                          ----------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                             $4,136,180     $366,564
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                            231,308      293,122
     Gain on sale of oil and gas
       properties                        ( 1,317,098)           -
     Increase in accounts receivable -
       oil and gas sales                 (   261,390)   ( 177,616)
     Decrease in accounts payable        (   172,031)   (  45,377)
                                          ----------     --------
Net cash provided by operating
   activities                             $2,616,969     $436,693
                                          ----------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                  ($  169,183)   ($ 88,131)
   Proceeds from sale of oil and gas
     properties                            1,347,508            -
                                          ----------     --------
Net cash provided (used) by
   investing activities                   $1,178,325    ($ 88,131)
                                          ----------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                    ($2,643,501)   ($319,555)
                                          ----------     --------
Net cash used by financing activities    ($2,643,501)   ($319,555)
                                          ----------     --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                            $1,151,793     $ 29,007

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                     1,445,029      483,197
                                          ----------     --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                          $2,596,822     $512,204
                                          ==========     ========



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




                                      -21-
<PAGE>




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

                                     ASSETS


                                          June 30,    December 31,
                                            2000          1999
                                        ------------  ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  612,412    $  803,913
   Accounts receivable:
     Oil and gas sales                      632,182       424,488
                                         ----------    ----------
       Total current assets              $1,244,594    $1,228,401

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          2,296,535     2,405,074

DEFERRED CHARGE                              56,227        56,227
                                         ----------    ----------
                                         $3,597,356    $3,689,702
                                         ==========    ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                      $   62,805    $   77,807
   Gas imbalance payable                     55,092        55,092
                                         ----------    ----------
       Total current liabilities         $  117,897    $  132,899

ACCRUED LIABILITY                        $  135,208    $  135,208

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  144,716)  ($  154,318)
   Limited Partners, issued and
     outstanding, 221,484 units           3,488,967     3,575,913
                                         ----------    ----------
       Total Partners' capital           $3,344,251    $3,421,595
                                         ----------    ----------
                                         $3,597,356    $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 JUNE 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                     $  859,139      $484,427
   Interest income                            6,158         1,405
   Gain on sale of oil and gas
     properties                             162,720           136
                                         ----------      --------
                                         $1,028,017      $485,968

COSTS AND EXPENSES:
   Lease operating                       $  162,446      $278,383
   Production tax                            45,176        24,000
   Depreciation, depletion, and
     amortization of oil and gas
     properties                              96,519       123,214
   General and administrative
     (Note 2)                                60,475        62,368
                                         ----------      --------
                                         $  364,616      $487,965
                                         ----------      --------

NET INCOME (LOSS)                        $  663,401     ($  1,997)
                                         ==========      ========
GENERAL PARTNER - NET INCOME             $   36,723      $  4,759
                                         ==========      ========
LIMITED PARTNERS - NET INCOME
   (LOSS)                                $  626,678     ($  6,756)
                                         ==========      ========
NET INCOME (LOSS) per unit               $     2.83     ($    .03)
                                         ==========      ========
UNITS OUTSTANDING                           221,484       221,484
                                         ==========      ========




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




                                      -23-
<PAGE>




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


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

REVENUES:
   Oil and gas sales                    $1,666,695       $923,024
   Interest income                          13,792          4,562
   Gain (loss) on sale of oil and
     gas properties                        162,720      (     160)
                                        ----------       --------
                                        $1,843,207       $927,426

COSTS AND EXPENSES:
   Lease operating                      $  377,009       $476,354
   Production tax                           75,918         43,781
   Depreciation, depletion, and
     amortization of oil and gas
     properties                            209,850        260,571
   General and administrative
     (Note 2)                              139,632        140,444
                                        ----------       --------
                                        $  802,409       $921,150
                                        ----------       --------

NET INCOME                              $1,040,798       $  6,276
                                        ==========       ========
GENERAL PARTNER - NET INCOME            $   59,744       $ 10,509
                                        ==========       ========
LIMITED PARTNERS - NET INCOME
   (LOSS)                               $  981,054      ($  4,233)
                                        ==========       ========
NET INCOME (LOSS) per unit              $     4.43      ($    .02)
                                        ==========       ========
UNITS OUTSTANDING                          221,484        221,484
                                        ==========       ========



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




                                      -24-
<PAGE>




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

                                            2000           1999
                                         ----------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                            $1,040,798      $  6,276
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                           209,850       260,571
     (Gain) loss on sale of oil and
       gas properties                   (   162,720)          160
     Increase in accounts receivable -
       oil and gas sales                (   207,694)    (  56,916)
     Decrease in accounts receivable -
       other                                      -         9,631
     Decrease in accounts payable       (    15,002)    (  50,537)
                                         ----------      --------
Net cash provided by operating
   activities                            $  865,232      $169,185
                                         ----------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                 ($  141,978)    ($ 75,295)
   Proceeds from the sale of oil
     and gas properties                     203,387             -
                                         ----------      --------
Net cash provided (used) by investing
   activities                            $   61,409     ($ 75,295)
                                         ----------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                   ($1,118,142)    ($253,310)
                                         ----------      --------
Net cash used by financing activities   ($1,118,142)    ($253,310)
                                         ----------      --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                          ($  191,501)    ($159,420)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                      803,913       316,761
                                         ----------      --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                         $  612,412      $157,341
                                         ==========      ========


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




                                      -25-
<PAGE>




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

                                     ASSETS


                                          June 30,    December 31,
                                            2000          1999
                                        ------------  ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  365,675    $  475,226
   Accounts receivable:
     Oil and gas sales                      383,775       259,524
                                         ----------    ----------
       Total current assets              $  749,450    $  734,750

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          1,205,231     1,230,211

DEFERRED CHARGE                              36,477        36,477
                                         ----------    ----------
                                         $1,991,158    $2,001,438
                                         ==========    ==========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                      $   40,493    $   48,611
   Gas imbalance payable                      7,548         7,548
                                         ----------    ----------
       Total current liabilities         $   48,041    $   56,159

ACCRUED LIABILITY                        $   80,069    $   80,069

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($   83,980)  ($   91,045)
   Limited Partners, issued and
     outstanding, 121,925 units           1,947,028     1,956,255
                                         ----------    ----------
       Total Partners' capital           $1,863,048    $1,865,210
                                         ----------    ----------
                                         $1,991,158    $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 JUNE 30, 2000 AND 1999
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                        $531,623     $297,533
   Interest income                             3,405          733
   Gain on sale of oil and gas
     properties                              129,809          151
                                            --------     --------
                                            $664,837     $298,417

COSTS AND EXPENSES:
   Lease operating                          $105,301     $183,236
   Production tax                             26,882       14,333
   Depreciation, depletion, and
     amortization of oil and gas
     properties                               47,516       74,050
   General and administrative
     (Note 2)                                 33,705       34,445
                                            --------     --------
                                            $213,404     $306,064
                                            --------     --------

NET INCOME (LOSS)                           $451,433    ($  7,647)
                                            ========     ========
GENERAL PARTNER - NET INCOME                $ 24,302     $  2,543
                                            ========     ========
LIMITED PARTNERS - NET INCOME (LOSS)        $427,131    ($ 10,190)
                                            ========     ========
NET INCOME (LOSS) per unit                  $   3.50    ($    .08)
                                            ========     ========
UNITS OUTSTANDING                            121,925      121,925
                                            ========     ========




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




                                      -27-
<PAGE>




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


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

REVENUES:
   Oil and gas sales                    $1,017,360       $564,014
   Interest income                           7,612          2,325
   Gain (loss) on sale of oil and
     gas properties                        129,809      (      45)
                                        ----------       --------
                                        $1,154,781       $566,294

COSTS AND EXPENSES:
   Lease operating                      $  244,012       $325,620
   Production tax                           46,114         26,402
   Depreciation, depletion, and
     amortization of oil and gas
     properties                             99,606        157,296
   General and administrative
     (Note 2)                               77,284         77,466
                                        ----------       --------
                                        $  467,016       $586,784
                                        ----------       --------

NET INCOME (LOSS)                       $  687,765      ($ 20,490)
                                        ==========       ========
GENERAL PARTNER - NET INCOME            $   37,992       $  5,151
                                        ==========       ========
LIMITED PARTNERS - NET INCOME (LOSS)    $  649,773      ($ 25,641)
                                        ==========       ========
NET INCOME (LOSS) per unit              $     5.33      ($    .21)
                                        ==========       ========
UNITS OUTSTANDING                          121,925        121,925
                                        ==========       ========



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




                                      -28-
<PAGE>




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


                                            2000          1999
                                          ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                      $687,765    ($ 20,490)
   Adjustments to reconcile net income
     (loss) to net cash provided by
     operating activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                           99,606      157,296
     (Gain) loss on sale of oil and
       gas properties                    ( 129,809)          45
     Increase in accounts receivable -
       oil and gas sales                 ( 124,251)   (  38,844)
     Decrease in accounts receivable -
       other                                     -        6,369
     Decrease in accounts payable        (   8,118)   (  19,272)
                                          --------     --------
Net cash provided by operating
   activities                             $525,193     $ 85,104
                                          --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                  ($ 76,811)   ($ 38,001)
   Proceeds from the sale of oil and
     gas properties                        131,994            -
                                          --------     --------
Net cash provided (used) by investing
   activities                             $ 55,183    ($ 38,001)
                                          --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                    ($689,927)   ($113,558)
                                          --------     --------
Net cash used by financing activities    ($689,927)   ($113,558)
                                          --------     --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                           ($109,551)   ($ 66,455)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                     475,226      169,558
                                          --------     --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                          $365,675     $103,103
                                          ========     ========



            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
                                  JUNE 30, 2000
                                   (Unaudited)


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

      The balance  sheets as of June 30, 2000,  statements of operations for the
      three and six months ended June 30, 2000 and 1999,  and statements of cash
      flows for the six months  ended June 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 June 30, 2000,  the results of  operations  for the
      three and six months ended June 30, 2000 and 1999,  and the cash flows for
      the six months ended June 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  June  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
      acquisition, for the period of time the properties are held




                                      -30-
<PAGE>




      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  June 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              $2,493             $ 69,468
              III-B               1,647               36,405
              III-C               2,347               64,353
              III-D               2,284               34,476
              III-E               5,220              110,070
              III-F               2,191               58,284
              III-G               1,620               32,085






                                      -31-
<PAGE>




      During the six months ended June 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             $27,403             $138,936
              III-B              14,716               72,810
              III-C              25,405              128,706
              III-D              14,630               68,952
              III-E              44,635              220,140
              III-F              23,064              116,568
              III-G              13,114               64,170

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






                                      -32-
<PAGE>




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

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

      This Quarterly Report contains  certain  forward-looking  statements.  The
      words "anticipate",  "believe",  "expect",  "plan", "intend",  "estimate",
      "project", "could", "may" and similar expressions are intended to identify
      forward-looking  statements.  Such statements reflect management's current
      views  with  respect  to future  events and  financial  performance.  This
      Quarterly Report also includes certain information,  which is, or is based
      upon,  estimates  and  assumptions.  Such  estimates and  assumptions  are
      management's  efforts to accurately reflect the condition and operation of
      the 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 June  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 six months ended June 30, 2000 include  proceeds  from the sale of
      certain oil and gas properties  during the second  quarter of 2000.  These
      proceeds will be included in these  Partnerships' cash distributions to be
      paid in August 2000.





                                      -34-
<PAGE>





      Occasional  expenditures for new wells or well  recompletion or workovers,
      however,  may reduce or eliminate cash available for particular  quarterly
      cash  distribution.  During the six months  ended June 30,  2000,  capital
      expenditures  for the III-F and III-G  Partnerships  totaled  $141,978 and
      $76,811,  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  Partnerships own interests of
      15.6% and 7.8%, respectively.

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

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

      The  General  Partner has  determined  that it will extend the term of the
      III-D Partnership for its first two-year  extension period. As of the date
      of this Quarterly Report,  the General Partner currently intends to extend
      the term of the III-E Partnership for its first two-year extension period.
      The  General  Partner  will,  however,  evaluate  the III-E  Partnership's
      operations   over  the  next  few  months  and  will  then  make  a  final
      determination  as to whether to extend its term. It is anticipated  that a
      final decision will be made by November 15, 2000. 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
      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 JUNE 30, 2000  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1999.

                                       Three Months Ended June 30,
                                       ---------------------------
                                             2000          1999
                                           --------      --------
      Oil and gas sales                    $892,818      $513,083
      Oil and gas production expenses      $232,978      $115,479
      Barrels produced                        9,950         8,992
      Mcf produced                          170,098       173,837
      Average price/Bbl                    $  30.11      $  15.04
      Average price/Mcf                    $   3.49      $   2.17

      As shown in the table above,  total oil and gas sales  increased  $379,735
      (74.0%) for the three  months ended June 30, 2000 as compared to the three
      months ended June 30, 1999. Of this increase,  approximately  $150,000 and
      $223,000, respectively, were related to increases in the average prices of
      oil and gas sold. Volumes of oil sold increased 958 barrels, while volumes
      of gas sold  decreased  3,739 Mcf for the three months ended June 30, 2000
      as




                                      -36-
<PAGE>




      compared to the three months ended June 30, 1999.  The increase in volumes
      of oil sold was primarily due to increased  production on one  significant
      well during the three  months  ended June 30,  2000 due to the  successful
      workover of that well during 1999,  which increase was partially offset by
      a decrease  primarily due to (i) the  shutting-in of one well to perform a
      workover  during  the three  months  ended June 30,  2000 and (ii)  normal
      declines in production. Average oil and gas prices increased to $30.11 per
      barrel and $3.49 per Mcf,  respectively,  for the three  months ended June
      30, 2000 from $15.04 per barrel and $2.17 per Mcf,  respectively,  for the
      three months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased  $117,499 (101.7%) for the three months ended
      June 30, 2000 as compared to the three months  ended June 30,  1999.  This
      increase  was  primarily  due to (i)  workover  expenses  incurred  on two
      significant  wells during the three months ended June 30, 2000 in order to
      improve the recovery of reserves 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  increased  to 26.1% for the three  months
      ended June 30, 2000 from 22.5% for the three  months  ended June 30, 1999.
      This  percentage  increase was primarily due to the dollar increase in oil
      and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $15,101  (13.5%)  for the three  months  ended June 30, 2000 as
      compared  to the three  months  ended June 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 10.8% for the three months ended June 30, 2000
      from 21.8% for the three  months  ended  June 30,  1999.  This  percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold.

      General and administrative  expenses decreased $1,168 (1.6%) for the three
      months  ended June 30, 2000 as compared to the three months ended June 30,
      1999. As a percentage of oil and gas sales,  these  expenses  decreased to
      8.1% for the three  months  ended  June 30,  2000 from 14.3% for the three
      months ended June 30, 1999. This percentage  decrease was primarily due to
      the increase in oil and gas sales.





                                      -37-
<PAGE>





      The III-A  Partnership  achieved payout during the three months ended June
      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 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.

      SIX MONTHS  ENDED JUNE 30, 2000  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1999.

                                         Six Months Ended June 30,
                                         -------------------------
                                              2000         1999
                                           ----------    --------
      Oil and gas sales                    $1,548,064    $933,779
      Oil and gas production expenses      $  452,126    $266,977
      Barrels produced                         22,810      18,247
      Mcf produced                            325,551     365,087
      Average price/Bbl                    $    28.19    $  12.93
      Average price/Mcf                    $     2.78    $   1.91

      As shown in the table above,  total oil and gas sales  increased  $614,285
      (65.8%)  for the six months  ended June 30,  2000 as  compared  to the six
      months ended June 30, 1999. Of this increase,  approximately  $348,000 and
      $283,000, respectively, were related to increases in the average prices of
      oil and gas  sold.  These  price  increases  were  partially  offset  by a
      decrease of approximately  $76,000 related to a decrease in volumes of gas
      sold.  Volumes of oil sold increased  4,563 barrels,  while volumes of gas
      sold  decreased  39,536  Mcf for the six  months  ended  June 30,  2000 as
      compared to the six months ended June 30, 1999. The increase in volumes of
      oil sold was primarily due to increased production on one significant well
      during the six months ended June 30, 2000 due to the  successful  workover
      of that  well  during  1999.  The  decrease  in  volumes  of gas  sold was
      primarily  due to (i) normal  declines in  production  and (ii)  decreased
      production  on one  significant  well during the six months ended June 30,
      2000 following a casing leak repair.  Average oil and gas prices increased
      to $28.19 per barrel and $2.78 per Mcf,  respectively,  for the six months
      ended  June  30,   2000  from   $12.93  per  barrel  and  $1.91  per  Mcf,
      respectively, for the six months ended June 30, 1999.





                                      -38-
<PAGE>





      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) increased $185,149 (69.4%) for the six months ended June
      30, 2000 as compared to the six months ended June 30, 1999.  This increase
      was primarily  due to (i) workover  expenses  incurred on two  significant
      wells  during the six months  ended June 30,  2000 in order to improve the
      recovery of reserves 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 increased to 29.2% for the six months ended June 30,
      2000 from 28.6% for the six months ended June 30, 1999.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $38,325  (16.5%)  for the six  months  ended  June 30,  2000 as
      compared  to the six  months  ended  June  30,  1999.  This  decrease  was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves at December 31, 1999 and the decrease in volumes of gas sold.
      As a percentage of oil and gas sales,  this expense decreased to 12.5% for
      the six  months  ended June 30,  2000 from 24.9% for the six months  ended
      June 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
      six months  ended June 30, 2000 as  compared to the six months  ended June
      30, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 10.7% for the six  months  ended  June 30,  2000 from 17.8% for the six
      months ended June 30, 1999. This percentage  decrease was primarily due to
      the increase in oil and gas sales.

      The III-A Partnership achieved payout during the six months ended June 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 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 June 30,
      2000  totaling   $26,668,701  or  101.03%  of  Limited  Partner's  capital
      contributions.





                                      -39-
<PAGE>





      III-B PARTNERSHIP

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

                                       Three Months Ended June 30,
                                       ---------------------------
                                             2000          1999
                                           --------      --------
      Oil and gas sales                    $528,720      $278,640
      Oil and gas production expenses      $140,103      $ 66,400
      Barrels produced                        8,219         7,565
      Mcf produced                           82,041        76,259
      Average price/Bbl                    $  29.87      $  15.62
      Average price/Mcf                    $   3.45      $   2.10

      As shown in the table above,  total oil and gas sales  increased  $250,080
      (89.8%) for the three  months ended June 30, 2000 as compared to the three
      months ended June 30, 1999. Of this increase,  approximately  $117,000 and
      $111,000, respectively, were related to increases in the average prices of
      oil and gas sold.  Volumes of oil and gas sold  increased  654 barrels and
      5,782 Mcf,  respectively,  for the three  months  ended  June 30,  2000 as
      compared  to the three  months  ended June 30,  1999.  Average oil and gas
      prices increased to $29.87 per barrel and $3.45 per Mcf, respectively, for
      the three  months ended June 30, 2000 from $15.62 per barrel and $2.10 per
      Mcf, respectively, for the three months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $73,703 (111.0%) for the three months ended
      June 30, 2000 as compared to the three months  ended June 30,  1999.  This
      increase  was  primarily  due to (i)  workover  expenses  incurred  on two
      significant  wells during the three months ended June 30, 2000 in order to
      improve the recovery of reserves 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  increased  to 26.5% for the three  months
      ended June 30, 2000 from 23.8% for the three  months  ended June 30, 1999.
      This  percentage  increase was primarily due to the dollar increase in oil
      and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $5,411  (9.3%)  for the three  months  ended  June 30,  2000 as
      compared to the three months ended June 30, 1999.  As a percentage  of oil
      and gas sales,  this expense decreased to 10.0% for the three months ended
      June 30, 2000 from 21.0% for the three months  ended June 30,  1999.  This
      percentage  decrease  was  primarily  due to the  increases in the average
      prices of oil and gas sold.




                                      -40-
<PAGE>





      General and administrative  expenses remained  relatively constant for the
      three  months  ended June 30, 2000 as compared to the three  months  ended
      June 30,  1999.  As a  percentage  of oil and gas sales,  this  percentage
      decreased  to 7.2% for the three months ended June 30, 2000 from 13.8% for
      the three  months  ended  June 30,  1999.  This  percentage  decrease  was
      primarily due to the increase in oil and gas sales.

      SIX MONTHS  ENDED JUNE 30, 2000  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1999.

                                         Six Months Ended June 30,
                                         -------------------------
                                             2000           1999
                                           --------       --------
      Oil and gas sales                    $981,692       $500,841
      Oil and gas production expenses      $275,391       $165,677
      Barrels produced                       19,504         15,526
      Mcf produced                          155,015        154,950
      Average price/Bbl                    $  28.17       $  13.40
      Average price/Mcf                    $   2.79       $   1.89

      As shown in the table above,  total oil and gas sales  increased  $480,851
      (96.0%)  for the six months  ended June 30,  2000 as  compared  to the six
      months ended June 30, 1999. Of this increase,  approximately  $288,000 and
      $139,000,  respectively were related to increases in the average prices of
      oil and gas sold, and approximately  $53,000 was related to an increase in
      volumes of oil sold.  Volumes of oil and gas sold increased  3,978 barrels
      and 65 Mcf,  respectively,  for the six  months  ended  June  30,  2000 as
      compared to the six months ended June 30, 1999. The increase in volumes of
      oil sold was  primarily  due to increased  production  on two  significant
      wells  during the six months  ended  June 30,  2000 due to the  successful
      workover of those wells during 1999.  Average oil and gas prices increased
      to $28.17 per barrel and $2.79 per Mcf,  respectively,  for the six months
      ended  June  30,   2000  from   $13.40  per  barrel  and  $1.89  per  Mcf,
      respectively, for the six months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) increased $109,714 (66.2%) for the six months ended June
      30, 2000 as compared to the six months ended June 30, 1999.  This increase
      was primarily  due to (i) workover  expenses  incurred on two  significant
      wells  during the six months  ended June 30,  2000 in order to improve the
      recovery of reserves 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 six months ended June 30,
      2000 from 33.1% for the six months ended June 30, 1999. This




                                      -41-
<PAGE>




      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 $9,368 (7.9%) for the six months ended June 30, 2000 as compared
      to the six months  ended June 30,  1999.  As a  percentage  of oil and gas
      sales,  this expense  decreased to 11.2% for the six months ended June 30,
      2000 from 23.8% for the six months  ended June 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
      six months  ended June 30, 2000 as  compared to the six months  ended June
      30, 1999. As a percentage of oil and gas sales, this percentage  decreased
      to 8.9% for the six  months  ended  June 30,  2000 from  17.4% for the six
      months ended June 30, 1999. This percentage  decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2000  totaling   $15,516,353  or  112.16%  of  Limited  Partners'  capital
      contributions.

      III-C PARTNERSHIP

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

                                       Three Months Ended June 30,
                                       ---------------------------
                                             2000          1999
                                           --------      --------
      Oil and gas sales                    $874,512      $587,401
      Oil and gas production expenses      $170,068      $133,423
      Barrels produced                        4,911         6,615
      Mcf produced                          209,042       243,439
      Average price/Bbl                    $  28.14      $  15.75
      Average price/Mcf                    $   3.52      $   1.98

      As shown in the table above,  total oil and gas sales  increased  $287,111
      (48.9%) for the three  months ended June 30, 2000 as compared to the three
      months ended June 30, 1999. Of this  increase,  approximately  $61,000 and
      $321,000, respectively, were related to increases in the average prices of
      oil and gas  sold.  These  price  increases  were  partially  offset  by a
      decrease of approximately  $68,000 related to a decrease in volumes of gas
      sold.  Volumes of oil and gas sold decreased 1,704 barrels and 34,397 Mcf,
      respectively,  for the three months ended June 30, 2000 as compared to the
      three months ended June 30, 1999.  The decrease in volumes of oil sold was
      primarily due to (i) normal declines in production and (ii) positive prior
      period volume  adjustments made by the purchasers on two significant wells
      during the three months ended June 30, 1999. The




                                      -42-
<PAGE>




      decrease in volumes of gas sold was primarily  due to (i) normal  declines
      in production,  (ii) a positive prior period volume adjustment made by the
      purchaser on one  significant  well during the three months ended June 30,
      1999, and (iii) the III-C Partnership receiving an increased percentage of
      sales due to gas balancing on one significant well during the three months
      ended June 30,  1999.  Average oil and gas prices  increased to $28.14 per
      barrel and $3.52 per Mcf,  respectively,  for the three  months ended June
      30, 2000 from $15.75 per barrel and $1.98 per Mcf,  respectively,  for the
      three months ended June 30, 1999.

      The III-C Partnership sold certain oil and gas properties during the three
      months  ended June 30, 2000 and  recognized  a $62,457 gain on such sales.
      Sales of oil and gas  properties  during the three  months  ended June 30,
      1999 resulted in the III-C Partnership  recognizing similar gains totaling
      $524.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $36,645  (27.5%) for the three months ended
      June 30, 2000 as compared to the three months  ended June 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 June 30,
      2000 in order to improve the recovery of  reserves,  and (iii) an increase
      in repair and  maintenance  expenses on two other  wells  during the three
      months  ended June 30, 2000 as compared to the three months ended June 30,
      1999. As a percentage of oil and gas sales,  these  expenses  decreased to
      19.4% for the three  months  ended June 30,  2000 from 22.7% for the three
      months ended June 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  $35,658  (29.6%)  for the three  months  ended June 30, 2000 as
      compared  to the three  months  ended June 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 9.7% for the three months ended June 30, 2000 from 20.5% for
      the three  months  ended  June 30,  1999.  This  percentage  decrease  was
      primarily due to the increases in the average prices of oil and gas sold.

      General and administrative  expenses decreased $1,660 (2.4%) for the three
      months  ended June 30, 2000 as compared to the three months ended June 30,
      1999. As a percentage of oil and gas sales,  these  expenses  decreased to
      7.6% for the three  months  ended  June 30,  2000 from 11.6% for the three
      months ended June 30, 1999. This percentage  decrease was primarily due to
      the increase in oil and gas sales.




                                      -43-
<PAGE>





      SIX MONTHS  ENDED JUNE 30, 2000  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1999.

                                         Six Months Ended June 30,
                                         -------------------------
                                              2000          1999
                                           ----------   ----------
      Oil and gas sales                    $1,596,961   $1,057,165
      Oil and gas production expenses      $  370,851   $  292,964
      Barrels produced                         10,809       12,032
      Mcf produced                            459,009      515,920
      Average price/Bbl                    $    28.22   $    14.00
      Average price/Mcf                    $     2.81   $     1.72

      As shown in the table above,  total oil and gas sales  increased  $539,796
      (51.1%)  for the six months  ended June 30,  2000 as  compared  to the six
      months ended June 30, 1999. Of this increase,  approximately  $154,000 and
      $501,000, respectively, were related to increases in the average prices of
      oil and gas  sold.  These  price  increases  were  partially  offset  by a
      decrease of approximately  $98,000 related to a decrease in volumes of gas
      sold.  Volumes of oil and gas sold decreased 1,223 barrels and 56,911 Mcf,
      respectively,  for the six months  ended June 30,  2000 as compared to the
      six months  ended June 30,  1999.  The decrease in volumes of oil sold was
      primarily due to (i) normal declines in production and (ii) positive prior
      period volume  adjustments made by the purchasers on two significant wells
      during the six months ended June 30, 1999.  The decrease in volumes of gas
      sold was  primarily  due to (i)  normal  declines  in  production,  (ii) a
      positive  prior  period  volume  adjustment  made by the  purchaser on one
      significant  well during the six months ended June 30, 1999, and (iii) the
      III-C  Partnership  receiving an increased  percentage of sales due to gas
      balancing  on one  significant  well during the six months  ended June 30,
      1999.  Average oil and gas prices increased to $28.22 per barrel and $2.81
      per Mcf, respectively,  for the six months ended June 30, 2000 from $14.00
      per barrel and $1.72 per Mcf, respectively,  for the six months ended June
      30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased $77,887 (26.6%) for the six months ended June
      30, 2000 as compared to the six months ended June 30, 1999.  This increase
      was primarily due to (i) an increase in production  taxes  associated with
      the increase in oil and gas sales and (ii) workover  expenses  incurred on
      one significant well during the six months ended June 30, 2000 in order to
      improve the  recovery of reserves.  As a percentage  of oil and gas sales,
      these  expenses  decreased to 23.2% for the six months ended June 30, 2000
      from 27.7% for the six months ended June 30, 1999. This




                                      -44-
<PAGE>




      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  $63,976  (25.6%)  for the six  months  ended  June 30,  2000 as
      compared  to the six  months  ended  June  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 11.6% for the six months  ended June 30, 2000 from 23.6% for
      the six months ended June 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
      six months  ended June 30, 2000 as  compared to the six months  ended June
      30, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 9.7% for the six  months  ended  June 30,  2000 from  14.6% for the six
      months ended June 30, 1999. This percentage  decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2000  totaling   $19,286,795  or  78.87%  of  Limited   Partners'  capital
      contributions.

      III-D PARTNERSHIP

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

                                       Three Months Ended June 30,
                                       ---------------------------
                                             2000          1999
                                           --------      --------
      Oil and gas sales                    $677,289      $473,492
      Oil and gas production expenses      $167,875      $148,698
      Barrels produced                        7,239        10,238
      Mcf produced                          140,438       173,461
      Average price/Bbl                    $  25.88      $  14.12
      Average price/Mcf                    $   3.49      $   1.90

      As shown in the table above,  total oil and gas sales  increased  $203,797
      (43.0%) for the three  months ended June 30, 2000 as compared to the three
      months ended June 30, 1999. Of this  increase,  approximately  $85,000 and
      $224,000, respectively, were related to increases in the average prices of
      oil and gas sold. These price increases were partially offset by decreases
      of approximately $42,000 and $63,000,  respectively,  related to decreases
      in  volumes  of oil and gas sold.  Volumes  of oil and gas sold  decreased
      2,999  barrels and 33,023 Mcf,  respectively,  for the three  months ended
      June 30, 2000 as compared to the three  months  ended June 30,  1999.  The
      decrease in volumes of oil sold




                                      -45-
<PAGE>




      was primarily due to (i) normal  declines in production,  (ii) the sale of
      several wells during early 2000,  and (iii)  positive  prior period volume
      adjustments  made by the  purchasers on two  significant  wells during the
      three months ended June 30, 1999.  The decrease in the volumes of gas sold
      was primarily due to (i) normal  declines in production,  (ii) the sale of
      several wells during early 2000, and (iii) the III-D Partnership receiving
      a reduced  percentage  of sales on one  significant  well during the three
      months ended June 30, 2000 due to its overproduced gas balancing  position
      in that well.  Average oil and gas prices  increased  to $25.88 per barrel
      and $3.49 per Mcf, respectively,  for the three months ended June 30, 2000
      from  $14.12  per barrel  and $1.90 per Mcf,  respectively,  for the three
      months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $19,177  (12.9%) for the three months ended
      June 30, 2000 as compared to the three months  ended June 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)  increased
      workover expenses incurred on one significant well during the three months
      ended June 30, 2000 to improve the recovery of  reserves.  As a percentage
      of oil and gas  sales,  these  expenses  decreased  to 24.8% for the three
      months  ended June 30, 2000 from 31.4% for the three months ended June 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  $28,824  (40.0%)  for the three  months  ended June 30, 2000 as
      compared  to the three  months  ended June 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 6.4% for the three months ended June 30, 2000 from 15.2% for
      the three  months  ended  June 30,  1999.  This  percentage  decrease  was
      primarily due to the increases in the average prices of oil and gas sold.

      General and  administrative  expenses  decreased $413 (1.1%) for the three
      months  ended June 30, 2000 as compared to the three months ended June 30,
      1999. As a percentage of oil and gas sales,  these  expenses  decreased to
      5.4% for the  three  months  ended  June 30,  2000 from 7.9% for the three
      months ended June 30, 1999. This percentage  decrease was primarily due to
      the increase in the oil and gas sales.





                                      -46-
<PAGE>





      SIX MONTHS  ENDED JUNE 30, 2000  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1999.

                                         Six Months Ended June 30,
                                         -------------------------
                                             2000           1999
                                           ----------     --------
      Oil and gas sales                    $1,329,001     $866,886
      Oil and gas production expenses      $  383,315     $344,816
      Barrels produced                         16,539       19,716
      Mcf produced                            312,498      371,281
      Average price/Bbl                    $    25.49     $  11.90
      Average price/Mcf                    $     2.90     $   1.70

      As shown in the table above,  total oil and gas sales  increased  $462,115
      (53.3%)  for the six months  ended June 30,  2000 as  compared  to the six
      months ended June 30, 1999. Of this increase,  approximately  $225,000 and
      $375,000, respectively, were related to increases in the average prices of
      oil and gas  sold.  These  price  increases  were  partially  offset  by a
      decrease of approximately $100,000 related to a decrease in volumes of gas
      sold.  Volumes of oil and gas sold decreased 3,177 barrels and 58,783 Mcf,
      respectively,  for the six months  ended June 30,  2000 as compared to the
      six months ended June 30, 1999.  The  decreases in volumes of oil sold was
      primarily  due to (i)  normal  declines  in  production,  (ii) the sale of
      several wells during early 2000,  and (iii)  positive  prior period volume
      adjustments made by the purchasers on two significant wells during the six
      months  ended June 30,  1999.  The decrease in the volumes of gas sold was
      primarily  due to (i)  normal  declines  in  production,  (ii)  the  III-D
      Partnership  receiving a reduced  percentage  of sales on one  significant
      well during the six months ended June 30, 2000 due to its overproduced gas
      balancing  position  in that  well,  and (iii) the sale of  several  wells
      during the first quarter of 2000.  Average oil and gas prices increased to
      $25.49  per  barrel  and $2.90 per Mcf,  respectively,  for the six months
      ended  June  30,   2000  from   $11.90  per  barrel  and  $1.70  per  Mcf,
      respectively, for the six months ended June 30, 1999.

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





                                      -47-
<PAGE>





      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased $38,499 (11.2%) for the six months ended June
      30, 2000 as compared to the six months ended June 30, 1999.  This increase
      was primarily due to 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 28.8% for the six months  ended June 30, 2000 from
      39.8% for the six months ended June 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  $55,279  (36.8%)  for the six  months  ended  June 30,  2000 as
      compared  to the six  months  ended  June  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 7.1% for the six months  ended June 30,  2000 from 17.3% for
      the six months ended June 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
      six months  ended June 30, 2000 as  compared to the six months  ended June
      30, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 6.3% for the six  months  ended  June 30,  2000  from  9.7% for the six
      months ended June 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 June 30,
      2000  totaling  $9,942,669  or 75.89%  of the  Limited  Partners'  capital
      contributions.

      III-E PARTNERSHIP

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

                                       Three Months Ended June 30,
                                       ---------------------------
                                            2000           1999
                                         ----------     ----------
      Oil and gas sales                  $2,563,436     $1,510,547
      Oil and gas production expenses    $  829,663     $  768,859
      Barrels produced                       41,717         52,353
      Mcf produced                          428,449        406,383
      Average price/Bbl                  $    25.00     $    14.10
      Average price/Mcf                  $     3.55     $     1.90





                                      -48-
<PAGE>




      As shown in the table above, total oil and gas sales increased  $1,052,889
      (69.7%) for the three  months ended June 30, 2000 as compared to the three
      months ended June 30, 1999. Of this increase,  approximately  $455,000 and
      $706,000, respectively, were related to increases in the average prices of
      oil and gas  sold.  These  price  increases  were  partially  offset  by a
      decrease of approximately $150,000 related to a decrease in volumes of oil
      sold.  Volumes of oil sold decreased 10,636 barrels,  while volumes of gas
      sold  increased  22,066 Mcf for the three  months  ended June 30,  2000 as
      compared to the three months ended June 30, 1999.  The decrease in volumes
      of oil sold was primarily due to (i) the shutting-in of three wells due to
      a workover of those wells  during the three months ended June 30, 2000 and
      (ii) the sale of  several  wells  during the three  months  ended June 30,
      2000.  Average oil and gas prices increased to $25.00 per barrel and $3.55
      per Mcf,  respectively,  for the three  months  ended  June 30,  2000 from
      $14.10 per barrel and $1.90 per Mcf,  respectively,  for the three  months
      ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) increased $60,804 (7.9%) for the three months ended June
      30,  2000 as  compared  to the three  months  ended  June 30,  1999.  This
      increase  was  primarily  due to (i) workover  expenses  incurred on three
      wells  during the three months ended June 30, 2000 in order to improve the
      recovery of reserves and (ii) an increase in production  taxes  associated
      with the increase in oil and gas sales.  These  increases  were  partially
      offset by the sale of several wells during the three months ended June 30,
      2000. As a percentage of oil and gas sales,  these  expenses  decreased to
      32.4% for the three  months  ended June 30,  2000 from 50.9% for the three
      months ended June 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  $29,844  (20.7%)  for the three  months  ended June 30, 2000 as
      compared  to the three  months  ended June 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 4.5% for three months ended June 30, 2000 from
      9.5% for the three months ended June 30, 1999.  This  percentage  decrease
      was primarily  due to the  increases in the average  prices of oil and gas
      sold.

      General and administrative  expenses decreased $4,760 (4.0%) for the three
      months  ended June 30, 2000 as compared to the three months ended June 30,
      1999. As a percentage of oil and gas sales,  these  expenses  decreased to
      4.5% for the three months ended June 30, 2000 from 7.9% for the three




                                      -49-
<PAGE>




      months ended June 30, 1999.  This  percentage  decrease was primarily due
      to the increase in oil and gas sales.

      SIX MONTHS  ENDED JUNE 30, 2000  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1999.

                                         Six Months Ended June 30,
                                         -------------------------
                                            2000           1999
                                         ----------     ----------
      Oil and gas sales                  $5,054,680     $2,682,040
      Oil and gas production expenses    $1,778,530     $1,762,354
      Barrels produced                       96,820        107,741
      Mcf produced                          853,002        819,163
      Average price/Bbl                  $    24.80     $    11.59
      Average price/Mcf                  $     3.11     $     1.75

      As shown in the table above, total oil and gas sales increased  $2,372,640
      (88.5%)  for the six months  ended June 30,  2000 as  compared  to the six
      months ended June 30, 1999. Of this increase, approximately $1,279,000 and
      $1,161,000,  respectively, were related to increases in the average prices
      of oil and gas sold.  Volumes of oil sold decreased 10,921 barrels,  while
      volumes of gas sold increased 33,839 Mcf for the six months ended June 30,
      2000 as compared to the six months  ended June 30,  1999.  The decrease in
      volumes  of oil sold was  primarily  due to (i) the  shutting-in  of three
      wells due to a workover  of those wells  during the six months  ended June
      30, 2000 and (ii) the sale of several  wells  during the six months  ended
      June 30, 2000.  Average oil and gas prices  increased to $24.80 per barrel
      and $3.11 per Mcf,  respectively,  for the six months  ended June 30, 2000
      from $11.59 per barrel and $1.75 per Mcf, respectively, for the six months
      ended June 30, 1999.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-E
      Partnership  sold  certain  oil and gas  properties  during the six months
      ended June 30, 2000 and  recognized  a $1,317,098  gain on such sales.  No
      such sales occurred during the six months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) remained  relatively  constant for the six months ended
      June 30,  2000 as  compared to the six months  ended June 30,  1999.  As a
      percentage of oil and gas sales, these expenses decreased to 35.2% for the
      six months  ended June 30,  2000 from 65.7% for the six months  ended June
      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  $61,814  (21.1%)  for the six  months  ended  June 30,  2000 as
      compared to the six months ended June




                                      -50-
<PAGE>




      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 4.6% for six
      months  ended June 30,  2000 from 10.9% for the six months  ended June 30,
      1999. This  percentage  decrease was primarily due to the increases in the
      average prices of oil and gas sold.

      General and  administrative  expenses  decreased $3,177 (1.2%) for the six
      months  ended June 30, 2000 as  compared to the six months  ended June 30,
      1999. As a percentage of oil and gas sales,  these  expenses  decreased to
      5.2% for the six months  ended June 30, 2000 from 10.0% for the six months
      ended June 30, 1999.  This  percentage  decrease was  primarily due to the
      increase in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2000  totaling  $33,764,016  or 80.72% of the  Limited  Partners'  capital
      contributions.

      III-F PARTNERSHIP

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

                                       Three Months Ended June 30,
                                       ---------------------------
                                             2000          1999
                                           --------      --------
      Oil and gas sales                    $859,139      $484,427
      Oil and gas production expenses      $207,622      $302,383
      Barrels produced                       11,808        15,144
      Mcf produced                          162,663       150,735
      Average price/Bbl                    $  28.82      $  14.73
      Average price/Mcf                    $   3.19      $   1.73

      As shown in the table above,  total oil and gas sales  increased  $374,712
      (77.4%) for the three  months ended June 30, 2000 as compared to the three
      months ended June 30, 1999. Of this increase,  approximately  $166,000 and
      $237,000, respectively, were related to increases in the average prices of
      oil and gas  sold.  These  price  increases  were  partially  offset  by a
      decrease of approximately  $49,000 related to a decrease in volumes of oil
      sold.  Volumes of oil sold decreased  3,336 barrels,  while volumes of gas
      sold  increased  11,928 Mcf for the three  months  ended June 30,  2000 as
      compared to the three months ended June 30, 1999.  The decrease in volumes
      of oil sold was primarily due to (i) the sale of several wells during 1999
      and (ii) normal  declines in  production.  The  increase in volumes of gas
      sold was  primarily  due to  increased  production  on one large  unitized
      property  due to  successful  drilling  activities  during  early 2000 and
      another  significant  well due to the  successful  workover  of that  well
      during late 1999. Average oil and gas




                                      -51-
<PAGE>




      prices increased to $28.82 per barrel and $3.19 per Mcf, respectively, for
      the three  months ended June 30, 2000 from $14.73 per barrel and $1.73 per
      Mcf, respectively, for the three months ended June 30, 1999.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-F
      Partnership  sold certain oil and gas  properties  during the three months
      ended June 30, 2000 and recognized a $162,720 gain on such sales. Sales of
      oil and gas  properties  during  the  three  months  ended  June 30,  1999
      resulted in the III-F Partnership recognizing similar gains of $136.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $94,761  (31.3%) for the three months ended
      June 30, 2000 as compared to the three months  ended June 30,  1999.  This
      decrease was  primarily  due to (i) the sale of several  wells during 1999
      and (ii) a positive prior period lease operating  expense  adjustment made
      by the operator on one significant well during the three months ended June
      30, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 24.2% for the three months ended June 30, 2000 from 62.4% for the three
      months ended June 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  $26,695  (21.7%)  for the three  months  ended June 30, 2000 as
      compared  to the three  months  ended June 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 11.2% for three months ended June 30, 2000 from
      25.4% for the three months ended June 30, 1999. This  percentage  decrease
      was primarily  due to the  increases in the average  prices of oil and gas
      sold.

      General and administrative  expenses decreased $1,893 (3.0%) for the three
      months  ended June 30, 2000 as compared to the three months ended June 30,
      1999. As a percentage of oil and gas sales,  these  expenses  decreased to
      7.0% for the three  months  ended  June 30,  2000 from 12.9% for the three
      months ended June 30, 1999. This percentage  decrease was primarily due to
      the increase in oil and gas sales.





                                      -52-
<PAGE>





      SIX MONTHS  ENDED JUNE 30, 2000  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1999.

                                         Six Months Ended June 30,
                                         -------------------------
                                              2000          1999
                                           ----------     --------
      Oil and gas sales                    $1,666,695     $923,024
      Oil and gas production expenses      $  452,927     $520,135
      Barrels produced                         24,700       30,016
      Mcf produced                            363,994      330,830
      Average price/Bbl                    $    27.59     $  12.71
      Average price/Mcf                    $     2.71     $   1.64

      As shown in the table above,  total oil and gas sales  increased  $743,671
      (80.6%)  for the six months  ended June 30,  2000 as  compared  to the six
      months ended June 30, 1999. Of this increase,  approximately  $367,000 and
      $390,000, respectively, were related to increases in the average prices of
      oil and gas sold.  Volumes  of oil sold  decreased  5,316  barrels,  while
      volumes of gas sold increased 33,164 Mcf for the six months ended June 30,
      2000 as compared to the six months  ended June 30,  1999.  The decrease in
      volumes of oil sold was  primarily due to the sale of several wells during
      1999 and normal  declines in  production.  The  increase in volumes of gas
      sold was  primarily due to (i) a positive  prior period volume  adjustment
      made by the purchaser on one significant  well during the six months ended
      June 30, 2000, (ii) increased  production on another  significant well due
      to the  successful  workover  of that well  during  late  1999,  and (iii)
      increased  production on one unitized property due to successful  drilling
      activities  during  early 2000.  Average oil and gas prices  increased  to
      $27.59  per  barrel  and $2.71 per Mcf,  respectively,  for the six months
      ended  June  30,   2000  from   $12.71  per  barrel  and  $1.64  per  Mcf,
      respectively, for the six months ended June 30, 1999.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-F
      Partnership  sold  certain  oil and gas  properties  during the six months
      ended June 30, 2000 and recognized a $162,720 gain on such sales. Sales of
      oil and gas properties  during the six months ended June 30, 1999 resulted
      in the III-F Partnership recognizing a loss of $160.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $67,208 (12.9%) for the six months ended June
      30, 2000 as compared to the six months ended June 30, 1999.  This decrease
      was  primarily due to (i) the sale of several wells during 1999 and (ii) a
      positive  prior  period lease  operating  expense  adjustment  made by the
      operator  on one  significant  well  during the six months  ended June 30,
      1999.  These  decreases  were  partially  offset  by  the  reversal  of  a
      litigation accrual during the




                                      -53-
<PAGE>




      six  months  ended  June 30,  1999 and an  increase  in  production  taxes
      associated  with the increase in oil and gas sales. As a percentage of oil
      and gas sales,  these expenses decreased to 27.2% for the six months ended
      June 30,  2000 from 56.4% for the six months  ended  June 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  $50,721  (19.5%)  for the six  months  ended  June 30,  2000 as
      compared  to the six  months  ended  June  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 12.6% for the six months  ended June 30, 2000
      from  28.2%  for the six  months  ended  June 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
      six months  ended June 30, 2000 as  compared to the six months  ended June
      30, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 8.4% for the six  months  ended  June 30,  2000 from  15.2% for the six
      months ended June 30, 1999. This percentage  decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2000  totaling  $12,691,904  or 57.30% of the  Limited  Partners'  capital
      contributions.

      III-G PARTNERSHIP

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

                                       Three Months Ended June 30,
                                       ---------------------------
                                             2000          1999
                                           --------      --------
      Oil and gas sales                    $531,623      $297,533
      Oil and gas production expenses      $132,183      $197,569
      Barrels produced                        8,737        10,549
      Mcf produced                           88,019        80,960
      Average price/Bbl                    $  28.87      $  14.77
      Average price/Mcf                    $   3.17      $   1.75

      As shown in the table above,  total oil and gas sales  increased  $234,090
      (78.7%) for the three  months ended June 30, 2000 as compared to the three
      months  ended June 30, 1999.  Of this  increase,  $123,000  and  $125,000,
      respectively,  were related to increases in the average  prices of oil and
      gas sold.  Volumes of oil sold decreased  1,812 barrels,  while volumes of
      gas sold increased 7,059 Mcf for the three months




                                      -54-
<PAGE>




      ended June 30, 2000 as compared to the three  months  ended June 30, 1999.
      The decrease in volumes of oil sold was  primarily  due to (i) the sale of
      several  wells  during 1999 and (ii) normal  declines in  production.  The
      increase in volumes of gas sold was primarily due to increased  production
      on (i) one large unitized property due to successful  drilling  activities
      during early 2000 and (ii) another  significant well due to the successful
      workover  of that  well  during  late  1999.  Average  oil and gas  prices
      increased  to $28.87 per barrel and $3.17 per Mcf,  respectively,  for the
      three months ended June 30, 2000 from $14.77 per barrel and $1.75 per Mcf,
      respectively, for the three months ended June 30, 1999.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-G
      Partnership  sold certain oil and gas  properties  during the three months
      ended June 30, 2000 and recognized a $129,809 gain on such sales. Sales of
      oil and gas  properties  during  the  three  months  ended  June 30,  1999
      resulted in the III-G Partnership recognizing similar gains of $151.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $65,386  (33.1%) for the three months ended
      June 30, 2000 as compared to the three months  ended June 30, 1999.  These
      decreases  were primarily due to (i) the sale of several wells during 1999
      and (ii) a positive prior period lease operating  expense  adjustment made
      by the operator on one significant well during the three months ended June
      30, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 24.9% for the three months ended June 30, 2000 from 66.4% for the three
      months ended June 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  $26,534  (35.8%)  for the three  months  ended June 30, 2000 as
      compared  to the three  months  ended June 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 8.9% for three months ended June 30, 2000 from
      24.9% for the three months ended June 30, 1999. This  percentage  decrease
      was primarily  due to the  increases in the average  prices of oil and gas
      sold.

      General and  administrative  expenses  decreased $740 (2.1%) for the three
      months  ended June 30, 2000 as compared to the three months ended June 30,
      1999. As a percentage of oil and gas sales,  these  expenses  decreased to
      6.3% for the three  months  ended  June 30,  2000 from 11.6% for the three
      months ended June 30, 1999. This percentage  decrease was primarily due to
      the increase in oil and gas sales.




                                      -55-
<PAGE>




      SIX MONTHS  ENDED JUNE 30, 2000  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1999.

                                         Six Months Ended June 30,
                                         -------------------------
                                              2000          1999
                                           ----------     --------
      Oil and gas sales                    $1,017,360     $564,014
      Oil and gas production expenses      $  290,126     $352,022
      Barrels produced                         18,008       21,486
      Mcf produced                            190,238      177,504
      Average price/Bbl                    $    27.68     $  12.69
      Average price/Mcf                    $     2.73     $   1.64

      As shown in the table above,  total oil and gas sales  increased  $453,346
      (80.4%)  for the six months  ended June 30,  2000 as  compared  to the six
      months  ended June 30, 1999.  Of this  increase,  $270,000  and  $207,000,
      respectively,  were related to increases in the average  prices of oil and
      gas sold.  Volumes of oil sold decreased  3,478 barrels,  while volumes of
      gas sold  increased  12,734 Mcf for the six months  ended June 30, 2000 as
      compared to the six months ended June 30, 1999. The decrease in volumes of
      oil sold was  primarily  due to (i) the sale of several  wells during 1999
      and (ii) normal  declines in  production.  The  increase in volumes of gas
      sold was  primarily due to (i) a positive  prior period volume  adjustment
      made by the purchaser on one significant  well during the six months ended
      June 30, 2000, (ii) increased  production on one  significant  well during
      the six months ended June 30, 2000 due to the successful  workover of that
      well  during  late  1999,  and  (iii)  increased  production  on one large
      unitized property due to successful drilling activities during early 2000.
      Average  oil and gas prices  increased  to $27.68 per barrel and $2.73 per
      Mcf, respectively,  for the six months ended June 30, 2000 from $12.69 per
      barrel and $1.64 per Mcf, respectively,  for the six months ended June 30,
      1999.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-G
      Partnership  sold  certain  oil and gas  properties  during the six months
      ended June 30, 2000 and recognized a $129,809 gain on such sales. Sales of
      oil and gas properties  during the six months ended June 30, 1999 resulted
      in the III-G Partnership recognizing a loss of $45.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $61,896 (17.6%) for the six months ended June
      30, 2000 as compared to the six months ended June 30, 1999.  This decrease
      was  primarily due to (i) the sale of several wells during 1999 and (ii) a
      positive  prior  period lease  operating  expense  adjustment  made by the
      operator  on one  significant  well  during the six months  ended June 30,
      1999.  These  decreases  were  partially  offset  by  the  reversal  of  a
      litigation accrual during the




                                      -56-
<PAGE>




      six  months  ended  June 30,  1999 and an  increase  in  production  taxes
      associated  with the increase in oil and gas sales. As a percentage of oil
      and gas sales,  these expenses decreased to 28.5% for the six months ended
      June 30,  2000 from 62.4% for the six months  ended  June 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  $57,690  (36.7%)  for the six  months  ended  June 30,  2000 as
      compared  to the six  months  ended  June  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 9.8% for the six months ended June 30, 2000 from
      27.9% for the six months ended June 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
      six months  ended June 30, 2000 as  compared to the six months  ended June
      30, 1999. As a percentage of oil and gas sales,  these expenses  decreased
      to 7.6% for the six  months  ended  June 30,  2000 from  13.7% for the six
      months ended June 30, 1999. This percentage  decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2000  totaling  $6,810,287  or 55.86%  of the  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 June 30,  2000 and for the six
                     months ended June 30, 2000, filed herewith.

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

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

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

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

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

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

                     All other exhibits are omitted as inapplicable.

(b)   Reports on Form 8-K.

           None.




                                      -59-
<PAGE>




                                   SIGNATURES

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

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

                                  (Registrant)

                               BY:  GEODYNE RESOURCES, INC.

                                    General Partner


Date:  August 11, 2000          By:     /s/Dennis R. Neill
                                  --------------------------------
                                       (Signature)
                                       Dennis R. Neill
                                       President


Date:  August 11, 2000         By:     /s/Patrick M. Hall
                                  --------------------------------
                                      (Signature)
                                      Patrick M. Hall
                                      Principal Accounting Officer





                                      -60-
<PAGE>




                                INDEX TO EXHIBITS


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

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

           All other exhibits are omitted as inapplicable.



                                      -61-
<PAGE>


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