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, 1999

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-






                          PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

                                     ASSETS

                                                June 30,       December 31,
                                                  1999            1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  241,168       $  212,695
   Accounts receivable:
      Oil and gas sales                           346,277          282,108
                                               ----------       ----------
        Total current assets                   $  587,445       $  494,803

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,989,376        2,222,673

DEFERRED CHARGE                                   266,532          266,532
                                               ----------       ----------
                                               $2,843,353       $2,984,008
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   31,917       $   62,011
   Gas imbalance payable                           30,903           30,903
                                               ----------       ----------
        Total current liabilities              $   62,820       $   92,914

ACCRUED LIABILITY                              $   76,845       $   76,845

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  194,945)     ($  197,325)
   Limited Partners, issued and
      outstanding, 263,976 units                2,898,633        3,011,574
                                               ----------       ----------
        Total Partners' capital                $2,703,688       $2,814,249
                                               ----------       ----------
                                               $2,843,353       $2,984,008
                                               ==========       ==========



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



                                      -2-




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                            STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                 1999              1998
                                               ---------         ---------

REVENUES:
   Oil and gas sales                            $513,083          $528,972
   Interest income                                 1,863             4,634
   Gain on sale of oil and gas
      properties                                     883            11,927
                                                --------          --------
                                                $515,829          $545,533

COSTS AND EXPENSES:
   Lease operating                              $ 77,313          $131,298
   Production tax                                 38,166            44,517
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 111,617           127,805
   General and administrative
      (Note 2)                                    73,129            73,302
                                                --------          --------
                                                $300,225          $376,922
                                                --------          --------

NET INCOME                                      $215,604          $168,611
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 15,152          $ 13,311
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $200,452          $155,300
                                                ========          ========
NET INCOME per unit                             $    .76          $    .59
                                                ========          ========
UNITS OUTSTANDING                                263,976           263,976
                                                ========          ========




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




                                      -3-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                            STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                 1999              1998
                                               ---------        ----------

REVENUES:
   Oil and gas sales                            $933,779        $1,145,173
   Interest income                                 3,848            10,597
   Gain on sale of oil and gas
      properties                                     883            20,041
                                                --------        ----------
                                                $938,510        $1,175,811

COSTS AND EXPENSES:
   Lease operating                              $200,551        $  210,655
   Production tax                                 66,426            88,936
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 232,539           271,374
   General and administrative
      (Note 2)                                   166,185           164,433
                                                --------        ----------
                                                $665,701        $  735,398
                                                --------        ----------

NET INCOME                                      $272,809        $  440,413
                                                ========        ==========
GENERAL PARTNER - NET INCOME                    $ 22,750        $   32,346
                                                ========        ==========
LIMITED PARTNERS - NET INCOME                   $250,059        $  408,067
                                                ========        ==========
NET INCOME per unit                             $    .95        $     1.55
                                                ========        ==========
UNITS OUTSTANDING                                263,976           263,976
                                                ========        ==========



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



                                      -4-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                            STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $272,809         $  440,413
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                              232,539            271,374
      Gain on sale of oil and gas
        properties                            (     883)       (    20,041)
      (Increase) decrease in accounts
        receivable - oil and gas sales        (  64,169)           176,776
      Decrease in accounts receivable -
        other                                         -                308
      Decrease in accounts payable            (  30,094)       (     6,265)
                                               --------         ----------
Net cash provided by operating
   activities                                  $410,202         $  862,565
                                               --------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($  8,914)       ($   12,009)
   Proceeds from sale of oil and
      gas properties                             10,555             21,802
                                               --------         ----------
Net cash provided by investing
   activities                                  $  1,641         $    9,793
                                               --------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($383,370)       ($1,064,568)
                                               --------         ----------
Net cash used by financing activities         ($383,370)       ($1,064,568)
                                               --------         ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            $ 28,473        ($  192,210)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          212,695            522,371
                                               --------         ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $241,168         $  330,161
                                               ========         ==========



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




                                      -5-





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

                                     ASSETS


                                               June 30,        December 31,
                                                 1999             1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  121,121        $  117,355
   Accounts receivable:
      Oil and gas sales                          190,140           164,818
                                              ----------        ----------
        Total current assets                  $  311,261        $  282,173

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,124,178         1,242,380

DEFERRED CHARGE                                  193,310           193,310
                                              ----------        ----------
                                              $1,628,749        $1,717,863
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   19,587        $   21,658
   Gas imbalance payable                          18,422            18,422
                                              ----------        ----------
        Total current liabilities             $   38,009        $   40,080

ACCRUED LIABILITY                             $   41,436        $   41,436

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   82,088)      ($   85,016)
   Limited Partners, issued and
      outstanding, 138,336 units               1,631,392         1,721,363
                                              ----------        ----------
        Total Partners' capital               $1,549,304        $1,636,347
                                              ----------        ----------
                                              $1,628,749        $1,717,863
                                              ==========        ==========



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




                                      -6-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                            STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                 1999              1998
                                               ---------         ---------

REVENUES:
   Oil and gas sales                            $278,640          $304,200
   Interest income                                   837             2,437
   Gain on sale of oil and gas
      properties                                     372                 -
                                                --------          --------
                                                $279,849          $306,637

COSTS AND EXPENSES:
   Lease operating                              $ 47,177          $ 87,537
   Production tax                                 19,223            25,488
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  58,392            75,547
   General and administrative
      (Note 2)                                    38,359            38,360
                                                --------          --------
                                                $163,151          $226,932
                                                --------          --------

NET INCOME                                      $116,698          $ 79,705
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 25,554          $ 22,167
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $ 91,144          $ 57,538
                                                ========          ========
NET INCOME per unit                             $    .66          $    .42
                                                ========          ========
UNITS OUTSTANDING                                138,336           138,336
                                                ========          ========


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




                                      -7-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                            STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                 1999              1998
                                               ---------         ---------

REVENUES:
   Oil and gas sales                            $500,841          $690,483
   Interest income                                 1,825             5,890
   Gain on sale of oil and
      gas properties                                 372               815
                                                --------          --------
                                                $503,038          $697,188

COSTS AND EXPENSES:
   Lease operating                              $132,130          $130,947
   Production tax                                 33,547            53,738
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 119,091           163,207
   General and administrative
      (Note 2)                                    87,178            86,134
                                                --------          --------
                                                $371,946          $434,026
                                                --------          --------

NET INCOME                                      $131,092          $263,162
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 36,063          $ 61,440
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $ 95,029          $201,722
                                                ========          ========
NET INCOME per unit                             $    .69          $   1.46
                                                ========          ========
UNITS OUTSTANDING                                138,336           138,336
                                                ========          ========



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




                                      -8-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                            STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                               ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $131,092          $263,162
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               119,091           163,207
      Gain on sale of oil and gas
        properties                             (     372)        (     815)
      (Increase) decrease in accounts
        receivable - oil and gas sales         (  25,322)          103,082
      Decrease in accounts receivable -
        other                                          -               130
      Increase (decrease) in accounts
        payable                                (   2,071)              341
                                                --------          --------
Net cash provided by operating
   activities                                   $222,418          $529,107
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($  1,029)        ($ 13,772)
   Proceeds from sale of oil and
      gas properties                                 512               815
                                                --------          --------
Net cash used by investing
   activities                                  ($    517)        ($ 12,957)
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($218,135)        ($673,870)
                                                --------          --------
Net cash used by financing activities          ($218,135)        ($673,870)
                                                --------          --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $  3,766         ($157,720)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           117,355           305,288
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $121,121          $147,568
                                                ========          ========



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




                                      -9-





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

                                     ASSETS


                                               June 30,        December 31,
                                                 1999             1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  311,346        $  340,720
   Accounts receivable:
      Oil and gas sales                          401,992           380,975
                                              ----------        ----------
        Total current assets                  $  713,338        $  721,695

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,554,228         2,779,845

DEFERRED CHARGE                                   70,849            70,849
                                              ----------        ----------
                                              $3,338,415        $3,572,389
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   36,961        $   42,712
   Gas imbalance payable                          25,479            25,479
                                              ----------        ----------
        Total current liabilities             $   62,440        $   68,191

ACCRUED LIABILITY                             $  151,671        $  151,671

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  180,202)      ($  179,285)
   Limited Partners, issued and
      outstanding, 244,536 units               3,304,506         3,531,812
                                              ----------        ----------
        Total Partners' capital               $3,124,304        $3,352,527
                                              ----------        ----------
                                              $3,338,415        $3,572,389
                                              ==========        ==========



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




                                      -10-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                  1999            1998
                                                --------        --------

REVENUES:
   Oil and gas sales                            $587,401        $553,291
   Interest income                                 2,630           5,201
   Gain on sale of oil and gas
      properties                                     524         238,632
                                                --------        --------
                                                $590,555        $797,124

COSTS AND EXPENSES:
   Lease operating                              $ 95,551        $134,020
   Production tax                                 37,872          41,763
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 120,329         144,719
   General and administrative
      (Note 2)                                    68,360          68,021
                                                --------        --------
                                                $322,112        $388,523
                                                --------        --------

NET INCOME                                      $268,443        $408,601
                                                ========        ========
GENERAL PARTNER - NET INCOME                    $ 18,104        $ 25,959
                                                ========        ========
LIMITED PARTNERS - NET INCOME                   $250,339        $382,642
                                                ========        ========
NET INCOME per unit                             $   1.02        $   1.57
                                                ========        ========
UNITS OUTSTANDING                                244,536         244,536
                                                ========        ========



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



                                      -11-




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                 1999              1998
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,057,165        $1,234,156
   Interest income                                 5,505            10,949
   Gain on sale of oil and gas
      properties                                     524           405,333
                                              ----------        ----------
                                              $1,063,194        $1,650,438

COSTS AND EXPENSES:
   Lease operating                            $  221,945        $  240,709
   Production tax                                 71,019            88,703
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 249,948           282,806
   General and administrative
      (Note 2)                                   154,580           152,453
                                              ----------        ----------
                                              $  697,492        $  764,671
                                              ----------        ----------

NET INCOME                                    $  365,702        $  885,767
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   28,008        $   55,053
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  337,694        $  830,714
                                              ==========        ==========
NET INCOME per unit                           $     1.38        $     3.40
                                              ==========        ==========
UNITS OUTSTANDING                                244,536           244,536
                                              ==========        ==========



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




                                      -12-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)
                                                1999                1998
                                              ---------         -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $365,702          $  885,767
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             249,948             282,806
      Gain on sale of oil and gas
        properties                           (     524)        (   405,333)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (  21,017)            124,101
     Decrease in accounts receivable -
        other                                        -                  54
      Decrease in accounts payable           (   5,751)        (     8,917)
                                              --------          ----------
Net cash provided by operating
   activities                                 $588,358          $  878,478
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($ 24,331)        ($  114,444)
   Proceeds from sale of oil and
      gas properties                               524             443,992
                                              --------          ----------
Net cash provided (used) by
   investing activities                      ($ 23,807)         $  329,548
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($593,925)        ($1,214,432)
                                              --------          ----------
Net cash used by financing activities        ($593,925)        ($1,214,432)
                                              --------          ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                               ($ 29,374)        ($    6,406)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         340,720             540,911
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $311,346          $  534,505
                                              ========          ==========



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




                                      -13-





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

                                     ASSETS


                                               June 30,        December 31,
                                                 1999             1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  197,832        $  172,776
   Accounts receivable:
      Oil and gas sales                          321,010           268,703
                                              ----------        ----------
        Total current assets                  $  518,842        $  441,479

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,103,461         1,236,882

DEFERRED CHARGE                                    9,462             9,462
                                              ----------        ----------
                                              $1,631,765        $1,687,823
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   48,597        $   55,996
   Gas imbalance payable                           4,454             4,454
                                              ----------        ----------
        Total current liabilities             $   53,051        $   60,450

ACCRUED LIABILITY                             $  182,639        $  182,639

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   71,850)      ($   73,501)
   Limited Partners, issued and
      outstanding, 131,008 units               1,467,925         1,518,235
                                              ----------        ----------
        Total Partners' capital               $1,396,075        $1,444,734
                                              ----------        ----------
                                              $1,631,765        $1,687,823
                                              ==========        ==========



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




                                      -14-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                  1999             1998
                                                --------         ---------

REVENUES:
   Oil and gas sales                            $473,492          $434,401
   Interest income                                 1,529             1,973
   Gain on sale of oil and
      gas properties                                   -            34,618
                                                --------          --------
                                                $475,021          $470,992

COSTS AND EXPENSES:
   Lease operating                              $116,538          $130,236
   Production tax                                 32,160            30,165
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  72,033            80,961
   General and administrative
      (Note 2)                                    37,173            36,314
                                                --------          --------
                                                $257,904          $277,676
                                                --------          --------

NET INCOME                                      $217,117          $193,316
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 13,661          $ 12,806
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $203,456          $180,510
                                                ========          ========
NET INCOME per unit                             $   1.56          $   1.38
                                                ========          ========
UNITS OUTSTANDING                                131,008           131,008
                                                ========          ========


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




                                      -15-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                  1999             1998
                                                --------         ---------

REVENUES:
   Oil and gas sales                            $866,886          $912,164
   Interest income                                 3,133             4,770
   Gain on sale of oil and
      gas properties                                   -            58,772
                                                --------          --------
                                                $870,019          $975,706

COSTS AND EXPENSES:
   Lease operating                              $283,750          $278,473
   Production tax                                 61,066            59,696
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 150,137           157,568
   General and administrative
      (Note 2)                                    83,972            82,093
                                                --------          --------
                                                $578,925          $577,830
                                                --------          --------

NET INCOME                                      $291,094          $397,876
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 20,404          $ 25,958
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $270,690          $371,918
                                                ========          ========
NET INCOME per unit                             $   2.07          $   2.84
                                                ========          ========
UNITS OUTSTANDING                                131,008           131,008
                                                ========          ========



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




                                      -16-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                  1999             1998
                                                ---------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $291,094        $397,876
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               150,137         157,568
      Gain on sale of oil and gas
        properties                                     -       (  58,772)
      (Increase) decrease in accounts
        receivable - oil and gas sales         (  52,307)         54,223
      Decrease in accounts payable             (   7,399)      (  49,012)
                                                --------        --------
Net cash provided by operating
   activities                                   $381,525        $501,883
                                                --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 16,716)      ($ 58,992)
   Proceeds from sale of oil and
      gas properties                                   -          62,771
                                                --------        --------
Net cash provided (used) by
   investing activities                        ($ 16,716)       $  3,779
                                                --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($339,753)      ($568,405)
                                                --------        --------
Net cash used by financing activities          ($339,753)      ($568,405)
                                                --------        --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $ 25,056       ($ 62,743)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           172,776         298,964
                                                --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $197,832        $236,221
                                                ========        ========


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




                                      -17-





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

                                     ASSETS


                                             June 30,         December 31,
                                               1999              1998
                                          -------------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                $  512,204         $  483,197
   Accounts receivable:
      Oil and gas sales                        997,694            820,078
                                            ----------         ----------
        Total current assets                $1,509,898         $1,303,275

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method             2,985,489          3,190,480

DEFERRED CHARGE                                127,657            127,657
                                            ----------         ----------
                                            $4,623,044         $4,621,412
                                            ==========         ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                         $  257,512         $  302,889
   Gas imbalance payable                       178,518            178,518
                                            ----------         ----------
        Total current liabilities           $  436,030         $  481,407

ACCRUED LIABILITY                           $  298,486         $  298,486

PARTNERS' CAPITAL (DEFICIT):
   General Partner                         ($  266,683)       ($  275,783)
   Limited Partners, issued and
      outstanding, 418,266 units             4,155,211          4,117,302
                                            ----------         ----------
        Total Partners' capital             $3,888,528         $3,841,519
                                            ----------         ----------
                                            $4,623,044         $4,621,412
                                            ==========         ==========



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




                                      -18-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                            STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                 1999              1998
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,510,547        $1,848,422
   Interest income                                 3,330            11,826
                                              ----------        ----------
                                              $1,513,877        $1,860,248

COSTS AND EXPENSES:
   Lease operating                            $  663,632        $  787,494
   Production tax                                105,227           136,632
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 144,100           308,628
   General and administrative
      (Note 2)                                   120,050           115,908
                                              ----------        ----------
                                              $1,033,009        $1,348,662
                                              ----------        ----------

NET INCOME                                    $  480,868        $  511,586
                                              ==========        ==========
GENERAL PARTNER - NET
   INCOME                                     $   29,640        $   37,333
                                              ==========        ==========
LIMITED PARTNERS - NET
   INCOME                                     $  451,228        $  474,253
                                              ==========        ==========
NET INCOME per unit                           $     1.08        $     1.14
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========



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




                                      -19-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                            STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                 1999              1998
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $2,682,040        $3,621,740
   Interest income                                 7,952            24,028
   Gain on sale of oil and
      gas properties                                   -            37,161
                                              ----------        ----------
                                              $2,689,992        $3,682,929

COSTS AND EXPENSES:
   Lease operating                            $1,581,850        $1,520,705
   Production tax                                180,504           250,863
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 293,122           604,646
   General and administrative
      (Note 2)                                   267,952           267,045
                                              ----------        ----------
                                              $2,323,428        $2,643,259
                                              ----------        ----------

NET INCOME                                    $  366,564        $1,039,670
                                              ==========        ==========
GENERAL PARTNER - NET
   INCOME                                     $   29,655        $   74,968
                                              ==========        ==========
LIMITED PARTNERS - NET
   INCOME                                     $  336,909        $  964,702
                                              ==========        ==========
NET INCOME per unit                           $      .81        $     2.31
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========



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



                                      -20-




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                            STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                  1999             1998
                                               ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $366,564        $1,039,670
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               293,122           604,646
      Gain on sale of oil and gas
        properties                                     -       (    37,161)
      (Increase) decrease in accounts
        receivable - oil and gas sales         ( 177,616)          148,688
      Decrease in accounts payable             (  45,377)      (   275,998)
                                                --------        ----------
Net cash provided by operating
   activities                                   $436,693        $1,479,845
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 83,131)      ($    2,013)
   Proceeds from sale of oil and
      gas properties                                   -            70,783
                                                --------        ----------
Net cash provided (used) by
   investing activities                        ($ 83,131)       $   68,770
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($319,555)      ($1,687,867)
                                                --------        ----------
Net cash used by financing activities          ($319,555)      ($1,687,867)
                                                --------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $ 29,007       ($  139,252)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           483,197         1,114,574
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $512,204        $  975,322
                                                ========        ==========


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




                                      -21-





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

                                     ASSETS


                                                June 30,       December 31,
                                                  1999            1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  157,341       $  316,761
   Accounts receivable:
      Oil and gas sales                           336,506          279,590
      Other                                             -            9,631
                                               ----------       ----------
        Total current assets                   $  493,847       $  605,982

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                2,663,299        2,848,735

DEFERRED CHARGE                                    79,097           79,097
                                               ----------       ----------
                                               $3,236,243       $3,533,814
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   83,304       $  133,841
   Gas imbalance payable                          123,641          123,641
                                               ----------       ----------
        Total current liabilities              $  206,945       $  257,482

ACCRUED LIABILITY                              $  171,735       $  171,735

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  161,022)     ($  164,221)
   Limited Partners, issued and
      outstanding, 221,484 units                3,018,585        3,268,818
                                               ----------       ----------
        Total Partners' capital                $2,857,563       $3,104,597
                                               ----------       ----------
                                               $3,236,243       $3,533,814
                                               ==========       ==========



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




                                      -22-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                            STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                  1999             1998
                                                --------         ---------

REVENUES:
   Oil and gas sales                            $484,427          $570,778
   Interest income                                 1,405             5,604
   Gain on sale of oil and
      gas properties                                 136                 -
                                                --------          --------
                                                $485,968          $576,382

COSTS AND EXPENSES:
   Lease operating                              $278,383          $321,279
   Production tax                                 24,000            48,942
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 123,214           156,742
   General and administrative
      (Note 2)                                    62,368            61,324
                                                --------          --------
                                                $487,965          $588,287
                                                --------          --------

NET LOSS                                       ($  1,997)        ($ 11,905)
                                                ========          ========
GENERAL PARTNER - NET
   INCOME                                       $  4,759          $  5,394
                                                ========          ========
LIMITED PARTNERS - NET LOSS                    ($  6,756)        ($ 17,299)
                                                ========          ========
NET LOSS per unit                              ($    .03)        ($    .08)
                                                ========          ========
UNITS OUTSTANDING                                221,484           221,484
                                                ========          ========



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




                                      -23-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                            STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                  1999             1998
                                                --------        ----------

REVENUES:
   Oil and gas sales                            $923,024        $1,235,009
   Interest income                                 4,562            11,810
   Gain (loss) on sale of oil
      and gas properties                       (     160)           28,061
                                                --------        ----------
                                                $927,426        $1,274,880

COSTS AND EXPENSES:
   Lease operating                              $476,354        $  568,306
   Production tax                                 43,781            91,395
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 260,571           303,943
   General and administrative
      (Note 2)                                   140,444           137,777
                                                --------        ----------
                                                $921,150        $1,101,421
                                                --------        ----------

NET INCOME                                      $  6,276        $  173,459
                                                ========        ==========
GENERAL PARTNER - NET
   INCOME                                       $ 10,509        $   20,240
                                                ========        ==========
LIMITED PARTNERS - NET
   INCOME (LOSS)                               ($  4,233)       $  153,219
                                                ========        ==========
NET INCOME (LOSS) per unit                     ($    .02)       $      .69
                                                ========        ==========
UNITS OUTSTANDING                                221,484           221,484
                                                ========        ==========



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




                                      -24-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                            STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              ---------         ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $  6,276          $173,459
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             260,571           303,943
      (Gain) loss on sale of oil and
        gas properties                             160         (  28,061)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (  56,916)          158,726
      Decrease in accounts receivable -
        other                                    9,631                 -
      Decrease in accounts payable           (  50,537)        (  18,915)
                                              --------          --------
Net cash provided by operating
   activities                                 $169,185          $589,152
                                              --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($ 75,295)        ($      9)
   Proceeds from sale of oil and
      gas properties                                 -            57,409
                                              --------          --------
Net cash provided (used) by
   investing activities                      ($ 75,295)         $ 57,400
                                              --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($253,310)        ($811,718)
                                              --------          --------
Net cash used by financing activities        ($253,310)        ($811,718)
                                              --------          --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                               ($159,420)        ($165,166)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         316,761           541,382
                                              --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $157,341          $376,216
                                              ========          ========



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




                                      -25-





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

                                     ASSETS


                                                June 30,       December 31,
                                                  1999            1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  103,103       $  169,558
   Accounts receivable:
      Oil and gas sales                           202,645          163,801
      Other                                             -            6,369
                                               ----------       ----------
        Total current assets                   $  305,748       $  339,728

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,308,022        1,427,362

DEFERRED CHARGE                                    50,380           50,380
                                               ----------       ----------
                                               $1,664,150       $1,817,470
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   54,563       $   73,835
   Gas imbalance payable                           60,315           60,315
                                               ----------       ----------
        Total current liabilities              $  114,878       $  134,150

ACCRUED LIABILITY                              $  111,221       $  111,221

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   98,381)     ($   99,974)
   Limited Partners, issued and
      outstanding, 121,925 units                1,536,432        1,672,073
                                               ----------       ----------
        Total Partners' capital                $1,438,051       $1,572,099
                                               ----------       ----------
                                               $1,664,150       $1,817,470
                                               ==========       ==========



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




                                      -26-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                            STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                  1999             1998
                                                --------         ---------

REVENUES:
   Oil and gas sales                            $297,533          $349,671
   Interest income                                   733             3,008
   Gain on sale of oil and
      gas properties                                 151             1,415
                                                --------          --------
                                                $298,417          $354,094

COSTS AND EXPENSES:
   Lease operating                              $183,236          $196,420
   Production tax                                 14,333            27,760
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  74,050            96,515
   General and administrative
      (Note 2)                                    34,445            33,773
                                                --------          --------
                                                $306,064          $354,468
                                                --------          --------

NET LOSS                                       ($  7,647)        ($    374)
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  2,543          $  3,691
                                                ========          ========
LIMITED PARTNERS - NET LOSS                    ($ 10,190)        ($  4,065)
                                                ========          ========
NET LOSS per unit                              ($    .08)        ($    .03)
                                                ========          ========
UNITS OUTSTANDING                                121,925           121,925
                                                ========          ========



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




                                      -27-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                            STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                  1999             1998
                                                --------         ---------

REVENUES:
   Oil and gas sales                            $564,014          $745,490
   Interest income                                 2,325             6,758
   Gain (loss) on sale of oil
      and gas properties                       (      45)           23,189
                                                --------          --------
                                                $566,294          $775,437

COSTS AND EXPENSES:
   Lease operating                              $325,620          $361,084
   Production tax                                 26,402            52,305
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 157,296           187,342
   General and administrative
      (Note 2)                                    77,466            75,876
                                                --------          --------
                                                $586,784          $676,607
                                                --------          --------

NET INCOME (LOSS)                              ($ 20,490)         $ 98,830
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  5,151          $ 12,097
                                                ========          ========
LIMITED PARTNERS - NET INCOME (LOSS)           ($ 25,641)         $ 86,733
                                                ========          ========
NET INCOME (LOSS) per unit                     ($    .21)         $    .71
                                                ========          ========
UNITS OUTSTANDING                                121,925           121,925
                                                ========          ========




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




                                      -28-





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                            STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)


                                                  1999             1998
                                                ---------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                           ($ 20,490)       $ 98,830
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               157,296         187,342
      (Gain) loss on sale of oil and
        gas properties                                45       (  23,189)
      (Increase) decrease in accounts
        receivable - oil and gas sales         (  38,844)         85,029
      Decrease in accounts receivable -
        General Partner                                -          13,140
      Decrease in accounts receivable -
        other                                      6,369               -
      Decrease in accounts payable             (  19,272)      (  13,190)
                                                --------        --------
Net cash provided by operating
   activities                                   $ 85,104        $347,962
                                                --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 38,001)      ($  7,543)
   Proceeds from sale of oil and
      gas properties                                   -          33,818
                                                --------        --------
Net cash provided (used) by
   investing activities                        ($ 38,001)       $ 26,275
                                                --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($113,558)      ($521,676)
                                                --------        --------
Net cash used by financing activities          ($113,558)      ($521,676)
                                                --------        --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($ 66,455)      ($147,439)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           169,558         351,163
                                                --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $103,103        $203,724
                                                ========        ========

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




                                      -29-





             GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                   CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (Unaudited)


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

      The balance  sheets as of June 30, 1999,  statements of operations for the
      three and six months ended June 30, 1999 and 1998,  and statements of cash
      flows for the six months  ended June 30, 1999 and 1998 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, 1999,  the results of  operations  for the
      three and six months ended June 30, 1999 and 1998,  and the cash flows for
      the six months ended June 30, 1999 and 1998.

      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, 1998. The
      results  of  operations  for  the  period  ended  June  30,  1999  are not
      necessarily indicative of the results to be expected for the full year.

      The Limited  Partners' net income or loss per unit is based upon each $100
      initial capital contribution.


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

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




                                      -30-





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

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

      When complete units of depreciable property are retired or sold, the asset
      cost and related accumulated  depreciation are eliminated with any gain or
      loss  reflected in income.  When less than complete  units of  depreciable
      property  are retired or sold,  the  proceeds  are credited to oil and gas
      properties.

2.    TRANSACTIONS WITH RELATED PARTIES
      ---------------------------------

      The Partnerships'  partnership agreements provide for reimbursement to the
      General Partner for all direct general and administrative expenses and for
      the general and  administrative  overhead  applicable to the  Partnerships
      based on an allocation of actual costs  incurred.  During the three months
      ended  June 30,  1999 the  following  payments  were  made to the  General
      Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               III-A                 $3,661                 $ 69,468
               III-B                  1,954                   36,405
               III-C                  4,007                   64,353
               III-D                  2,697                   34,476
               III-E                  9,980                  110,070
               III-F                  4,084                   58,284
               III-G                  2,360                   32,085






                                      -31-





      During the six months ended June 30, 1999 the following payments were made
      to the General Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               III-A                $27,249                 $138,936
               III-B                 14,368                   72,810
               III-C                 25,874                  128,706
               III-D                 15,020                   68,952
               III-E                 47,812                  220,140
               III-F                 23,876                  116,568
               III-G                 13,296                   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-





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-






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,  1999  and  the  net  revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

      During the six months ended June 30, 1999, capital  expenditures  incurred
      by the III-E, III-F, and III-G Partnerships totaled $88,131,  $75,295, and
      $38,001,   respectively.   These  expenditures   resulted  primarily  from
      participation in the successful  drilling of the Hay Reservoir Unit No. 67
      and the Hay Reservoir Unit No. 74 development  wells located in Sweetwater
      County,  Wyoming.  The III-E,  III-F, and III-G  Partnerships have a 5.3%,
      4.4%, and 2.2% working interest,  respectively,  in both the Hay Reservoir
      No. 67 and the Hay Reservoir No. 74 wells. These drilling  activities were
      conducted in order to improve the recovery of reserves.





                                      -34-






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

                  Partnership                    Termination Date
                  -----------                    ----------------

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

      However,  the partnership  agreements provide that the General Partner may
      extend the term of each  Partnership  for up to five  periods of two years
      each. As of the date of this Quarterly Report, the General Partner intends
      to extend the term of the III-A,  III-B,  and III-C  Partnerships  for the
      first two-year extension period, but has not determined whether it intends
      to (i)  further  extend the term of such  Partnerships  or (ii) extend the
      term of any other Partnership.


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

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis  of results of  operations  provided  below.  The most  important
      variable  affecting the Partnerships'  revenues is the prices received for
      the  sale of oil and gas.  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.  In addition,  crude oil prices were  recently at or near their
      lowest  level in the past decade due  primarily  to the global  surplus of
      crude oil.  However,  as of the date of this  Quarterly  Report oil prices
      have rebounded  primarily due to a decrease in the global oil surplus as a
      result of production  curtailments by several major oil producing nations.
      Management is unable to predict whether future oil and gas prices will (i)
      stabilize, (ii) increase, or (iii) decrease.





                                      -35-






      III-A PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                    1999            1998
                                                  --------        --------
      Oil and gas sales                           $513,083        $528,972
      Oil and gas production expenses             $115,479        $175,815
      Barrels produced                               8,992           9,156
      Mcf produced                                 173,837         186,967
      Average price/Bbl                           $  15.04        $  12.26
      Average price/Mcf                           $   2.17        $   2.23

      As shown in the table  above,  total oil and gas sales  decreased  $15,889
      (3.0%) for the three  months  ended June 30, 1999 as compared to the three
      months ended June 30, 1998.  Of this  decrease,  approximately  $2,000 and
      $29,000, respectively, were related to decreases in volumes of oil and gas
      sold and  approximately  $10,000  was related to a decrease in the average
      price of gas sold. These decreases were partially offset by an increase of
      approximately  $25,000  related to an increase in the average price of oil
      sold.  Volumes of oil and gas sold  decreased  164 barrels and 13,130 Mcf,
      respectively,  for the three months ended June 30, 1999 as compared to the
      three months ended June 30, 1998.  Average oil prices  increased to $15.04
      per barrel for the three months ended June 30, 1999 from $12.26 per barrel
      for the three months ended June 30, 1998.  Average gas prices decreased to
      $2.17 per Mcf for the three  months ended June 30, 1999 from $2.23 per Mcf
      for the three months ended June 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $60,336  (34.3%) for the three months ended
      June 30, 1999 as compared to the three months  ended June 30,  1998.  This
      decrease was  primarily  due to (i)  positive  prior period ad valorem tax
      adjustments  made by the operator on several wells during the three months
      ended June 30, 1998,  (ii) workover  expenses  incurred on two significant
      wells  during the three months ended June 30, 1998 in order to improve the
      recovery of reserves, and (iii) positive prior period adjustments of lease
      operating  expenses made by the operator on several wells during the three
      months ended June 30, 1998.  As a percentage  of oil and gas sales,  these
      expenses  decreased to 22.5% for the three months ended June 30, 1999 from
      33.2% for the three months ended June 30, 1998. This  percentage  decrease
      was  primarily  due to the  dollar  decrease  in oil  and  gas  production
      expenses.





                                      -36-






      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $16,188  (12.7%)  for the three  months  ended June 30, 1999 as
      compared  to the three  months  ended June 30,  1998.  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,  1998.  As a  percentage  of oil and gas sales,  this expense
      decreased to 21.8% for the three months ended June 30, 1999 from 24.2% for
      the three  months  ended  June 30,  1998.  This  percentage  decrease  was
      primarily  due to the dollar  decrease  in  depreciation,  depletion,  and
      amortization and the increase in the average price of oil sold.

      General and administrative  expenses remained  relatively constant for the
      three  months  ended June 30, 1999 as compared to the three  months  ended
      June 30,  1998.  As a  percentage  of oil and gas  sales,  these  expenses
      increased to 14.3% for the three months ended June 30, 1999 from 13.9% for
      the three months ended June 30, 1998.

      SIX MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1998.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                    1999            1998
                                                  --------       ----------
      Oil and gas sales                           $933,779       $1,145,173
      Oil and gas production expenses             $266,977       $  299,591
      Barrels produced                              18,247           19,117
      Mcf produced                                 365,087          398,938
      Average price/Bbl                           $  12.93       $    13.46
      Average price/Mcf                           $   1.91       $     2.23

      As shown in the table above,  total oil and gas sales  decreased  $211,394
      (18.5%)  for the six months  ended June 30,  1999 as  compared  to the six
      months ended June 30, 1998. Of this decrease,  approximately  $115,000 was
      related to a decrease in the average  price of gas sold and  approximately
      $75,000 was  related to a decrease in volumes of gas sold.  Volumes of oil
      and gas sold decreased 870 barrels and 33,851 Mcf,  respectively,  for the
      six months  ended June 30, 1999 as  compared to the six months  ended June
      30,  1998.  Average oil and gas prices  decreased to $12.93 per barrel and
      $1.91 per Mcf,  respectively,  for the six months ended June 30, 1999 from
      $13.46  per  barrel  and $2.23 per Mcf,  respectively,  for the six months
      ended June 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $32,614 (10.9%) for the six months ended June
      30, 1999 as compared to the six months ended June 30, 1998.  This decrease
      was primarily due to (i) a decrease in production taxes associated with




                                      -37-





      the  decrease in oil and gas sales and (ii) a decrease in lease  operating
      expenses  associated with the decreases in volumes of oil and gas sold. As
      a percentage of oil and gas sales,  these expenses  increased to 28.6% for
      the six  months  ended June 30,  1999 from 26.2% for the six months  ended
      June 30, 1998. This percentage increase was primarily due to the decreases
      in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $38,835  (14.3%)  for the six  months  ended  June 30,  1999 as
      compared  to the six  months  ended  June  30,  1998.  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,  1998.  As a  percentage  of oil and gas sales,  this expense
      increased  to 24.9% for the six months  ended June 30, 1999 from 23.7% for
      the six months ended June 30, 1998.

      General and  administrative  expenses  increased $1,752 (1.1%) for the six
      months  ended June 30, 1999 as  compared to the six months  ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      17.8% for the six months ended June 30, 1999 from 14.4% for the six months
      ended June 30, 1998.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling  $25,529,701  or 96.71% of the  Limited  Partners'  capital
      contributions.

      III-B PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                  Three Months Ended June 30,
                                                  ---------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $278,640         $304,200
      Oil and gas production expenses             $ 66,400         $113,025
      Barrels produced                               7,565            8,637
      Mcf produced                                  76,259           91,166
      Average price/Bbl                           $  15.62         $  12.68
      Average price/Mcf                           $   2.10         $   2.14

      As shown in the table  above,  total oil and gas sales  decreased  $25,560
      (8.4%) for the three  months  ended June 30, 1999 as compared to the three
      months ended June 30, 1998. Of this  decrease,  approximately  $14,000 and
      $32,000, respectively, were related to decreases in volumes of oil and gas
      sold.   These   decreases  were   partially   offset  by  an  increase  of
      approximately $22,000 related to an increase in




                                      -38-





      the average price of oil sold. Volumes of oil and gas sold decreased 1,072
      barrels and 14,907 Mcf, respectively,  for the three months ended June 30,
      1999 as compared to the three months ended June 30, 1998.  The decrease in
      volumes of oil sold was  primarily due to normal  declines in  production.
      The  decrease  in  volumes  of gas sold was  primarily  due to (i)  normal
      declines in production,  (ii) receipt of a reduced  percentage of sales on
      one  significant  well during the three  months ended June 30, 1999 due to
      the III-B Partnership's  overproduced gas balancing position in that well,
      and (iii) the sale of  several  wells  during  1998.  Average  oil  prices
      increased  to $15.62 per barrel for the three  months  ended June 30, 1999
      from $12.68 per barrel for the three months  ended June 30, 1998.  Average
      gas prices  decreased to $2.10 per Mcf for the three months ended June 30,
      1999 from $2.14 per Mcf for the three months ended June 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $46,625  (41.3%) for the three months ended
      June 30, 1999 as compared to the three months  ended June 30,  1998.  This
      decrease was primarily due to (i) a decrease in lease  operating  expenses
      associated  with  the  decreases  in  volumes  of oil and gas  sold,  (ii)
      workover  expenses incurred on several wells during the three months ended
      June 30, 1998 in order to improve  the  recovery  of  reserves,  and (iii)
      positive prior period ad valorem tax  adjustments  made by the operator on
      several wells during the three months ended June 30, 1998. As a percentage
      of oil and gas  sales,  these  expenses  decreased  to 23.8% for the three
      months  ended June 30, 1999 from 37.2% for the three months ended June 30,
      1998. This percentage decrease was primarily due to the dollar decrease in
      oil and gas  production  expenses and the increase in the average price of
      oil sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $17,155  (22.7%)  for the three  months  ended June 30, 1999 as
      compared  to the three  months  ended June 30,  1998.  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,  1998.  As a  percentage  of oil and gas sales,  this expense
      decreased to 21.0% for the three months ended June 30, 1999 from 24.8% for
      the three  months  ended  June 30,  1998.  This  percentage  decrease  was
      primarily  due to the dollar  decrease  in  depreciation,  depletion,  and
      amortization and the increase in the average price of oil sold.

      General and administrative  expenses remained  relatively constant for the
      three  months  ended June 30, 1999 as compared to the three  months  ended
      June 30,  1998.  As a  percentage  of oil and gas  sales,  these  expenses
      increased to




                                      -39-





      13.8% for the three  months  ended June 30, 1999 from 12.6% for the three
      months ended June 30, 1998.

      SIX MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1998.

                                                   Six Months Ended June 30,
                                                   -------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $500,841         $690,483
      Oil and gas production expenses             $165,677         $184,685
      Barrels produced                              15,526           18,645
      Mcf produced                                 154,950          197,037
      Average price/Bbl                           $  13.40         $  13.88
      Average price/Mcf                           $   1.89         $   2.19

      As shown in the table above,  total oil and gas sales  decreased  $189,642
      (27.5%)  for the six months  ended June 30,  1999 as  compared  to the six
      months ended June 30, 1998. Of this  decrease,  approximately  $47,000 was
      related to a decrease in the average  price of gas sold and  approximately
      $43,000 and $92,000, respectively, were related to decreases in volumes of
      oil and gas sold.  Volumes of oil and gas sold decreased 3,119 barrels and
      42,087  Mcf,  respectively,  for the six  months  ended  June 30,  1999 as
      compared to the six months ended June 30, 1998. The decrease in volumes of
      oil sold was primarily due to normal declines in production.  The decrease
      in  volumes  of gas sold  was  primarily  due to (i)  normal  declines  in
      production,  (ii)  receipt  of  a  reduced  percentage  of  sales  on  one
      significant  well  during  the six months  ended June 30,  1999 due to the
      III-B Partnership's  overproduced gas balancing position in that well, and
      (iii) the sale of several  wells during  1998.  Average oil and gas prices
      decreased  to $13.40 per barrel and $1.89 per Mcf,  respectively,  for the
      six months  ended June 30,  1999 from $13.88 per barrel and $2.19 per Mcf,
      respectively, for the six months ended June 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $19,008 (10.3%) for the six months ended June
      30, 1999 as compared to the six months ended June 30, 1998.  This decrease
      was primarily due to (i) a decrease in production  taxes  associated  with
      the  decrease in oil and gas sales and (ii) a decrease in lease  operating
      expenses  associated  with the  decreases  in volumes of oil and gas sold.
      These decreases were partially offset by (i) workover expenses incurred on
      one significant well during the six months ended June 30, 1999 in order to
      improve the recovery of reserves and (ii) the refund of prior period lease
      operating  expenses by the operator on one significant well during the six
      months ended June 30, 1998.  As a percentage  of oil and gas sales,  these
      expenses increased to 33.1% for the six months ended June 30, 1999




                                      -40-





      from  26.7%  for the six  months  ended  June 30,  1998.  This  percentage
      increase was primarily due to the 1999 workover expenses,  the 1998 refund
      of lease  operating  expenses,  and the decreases in the average prices of
      oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $44,116  (27.0%)  for the six  months  ended  June 30,  1999 as
      compared  to the six  months  ended  June  30,  1998.  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,  1998.  As a  percentage  of oil and gas sales,  this expense
      remained  relatively  constant at 23.8% for the six months  ended June 30,
      1999 and 23.6% for the six months ended June 30, 1998.

      General and  administrative  expenses  increased $1,044 (1.2%) for the six
      months  ended June 30, 1999 as  compared to the six months  ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      17.4% for the six months ended June 30, 1999 from 12.5% for the six months
      ended June 30, 1998.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling   $14,847,353  or  107.33%  of  Limited  Partners'  capital
      contributions.

      III-C PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                  Three Months Ended June 30,
                                                  ---------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $587,401         $553,291
      Oil and gas production expenses             $133,423         $175,783
      Barrels produced                               6,615            5,887
      Mcf produced                                 243,439          278,152
      Average price/Bbl                           $  15.75         $  13.01
      Average price/Mcf                           $   1.98         $   1.71

      As shown in the table  above,  total oil and gas sales  increased  $34,110
      (6.2%) for the three  months  ended June 30, 1999 as compared to the three
      months ended June 30, 1998.  Of this  increase,  approximately  $9,000 was
      related to an  increase in volumes of oil sold and  approximately  $18,000
      and $66,000, respectively, were related to increases in the average prices
      of oil and gas sold.  These increases were partially  offset by a decrease
      of  approximately  $59,000  related to a decrease  in volumes of gas sold.
      Volumes of oil sold increased 728 barrels, while volumes of gas sold




                                      -41-





      decreased  34,713 Mcf for the three months ended June 30, 1999 as compared
      to the three months  ended June 30,  1998.  The increase in volumes of oil
      sold was primarily due to positive prior period volume adjustments made by
      the purchasers on two significant wells during the three months ended June
      30,  1999.  The decrease in volumes of gas sold was  primarily  due to (i)
      normal  declines in  production  and (ii) a positive  prior period  volume
      adjustment made by the purchaser on one significant  well during the three
      months ended June 30, 1998. Average oil and gas prices increased to $15.75
      per barrel and $1.98 per Mcf,  respectively,  for the three  months  ended
      June 30, 1999 from $13.01 per barrel and $1.71 per Mcf, respectively,  for
      the three months ended June 30, 1998.

      The III-C Partnership sold certain oil and gas properties during the three
      months  ended  June 30,  1999 and  recognized  a $524 gain on such  sales.
      Similar  sales during the three months ended June 30, 1998 resulted in the
      III-C Partnership recognizing similar gains totaling $238,632.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $42,360  (24.1%) for the three months ended
      June 30, 1999 as compared to the three months  ended June 30,  1998.  This
      decrease was primarily due to (i) a decrease in lease  operating  expenses
      associated  with the  decrease in volumes of gas sold,  (ii) a decrease in
      repair and maintenance  expenses on one significant  well during the three
      months  ended June 30, 1999 as compared to the three months ended June 30,
      1998, and (iii) positive prior period ad valorem tax  adjustments  made by
      the operator on several wells during the three months ended June 30, 1998.
      As a percentage of oil and gas sales,  these  expenses  decreased to 22.7%
      for the three  months  ended June 30, 1999 from 31.8% for the three months
      ended June 30, 1998.  This  percentage  decrease was  primarily due to the
      dollar  decrease in oil and gas  production  expenses and the increases in
      the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $24,390  (16.9%)  for the three  months  ended June 30, 1999 as
      compared  to the three  months  ended June 30,  1998.  This  decrease  was
      primarily due to (i) two  significant  wells being fully  depleted in 1998
      due to the lack of remaining  reserves and (ii) the decrease in volumes of
      gas sold. As a percentage of oil and gas sales,  this expense decreased to
      20.5% for the three  months  ended June 30,  1999 from 26.2% for the three
      months ended June 30, 1998. This percentage  decrease was primarily due to
      the dollar decrease in depreciation,  depletion,  and amortization and the
      increases in the average prices of oil and gas sold.





                                      -42-






      General and administrative  expenses remained  relatively constant for the
      three  months  ended June 30, 1999 as compared to the three  months  ended
      June 30,  1998.  As a  percentage  of oil and gas  sales,  these  expenses
      decreased to 11.6% for the three months ended June 30, 1999 from 12.3% for
      the three months ended June 30, 1998.

      SIX MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1998.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                     1999            1998
                                                  ----------     ----------
      Oil and gas sales                           $1,057,165     $1,234,156
      Oil and gas production expenses             $  292,964     $  329,412
      Barrels produced                                12,032         12,794
      Mcf produced                                   515,920        535,813
      Average price/Bbl                           $    14.00     $    14.55
      Average price/Mcf                           $     1.72     $     1.96

      As shown in the table above,  total oil and gas sales  decreased  $176,991
      (14.3%)  for the six months  ended June 30,  1999 as  compared  to the six
      months ended June 30, 1998. Of this decrease,  approximately  $120,000 was
      related to a decrease in the average  price of gas sold and  approximately
      $39,000 was  related to a decrease in volumes of gas sold.  Volumes of oil
      and gas sold decreased 762 barrels and 19,893 Mcf,  respectively,  for the
      six months  ended June 30, 1999 as  compared to the six months  ended June
      30,  1998.  Average oil and gas prices  decreased to $14.00 per barrel and
      $1.72 per Mcf,  respectively,  for the six months ended June 30, 1999 from
      $14.55  per  barrel  and $1.96 per Mcf,  respectively,  for the six months
      ended June 30, 1998.

      The III-C  Partnership sold certain oil and gas properties  during the six
      months  ended  June 30,  1999 and  recognized  a $524 gain on such  sales.
      Similar  sales during the six months  ended June 30, 1998  resulted in the
      III-C Partnership recognizing similar gains totaling $405,333.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $36,448 (11.1%) for the six months ended June
      30, 1999 as compared to the six months ended June 30, 1998.  This decrease
      was primarily due to (i) a decrease in production  taxes  associated  with
      the  decrease  in oil and gas sales,  (ii) a decrease  in lease  operating
      expenses associated with the decreases in volumes of oil and gas sold, and
      (iii)  positive  prior  period  ad  valorem  tax  adjustments  made by the
      operator on several  wells during the six months ended June 30, 1998. As a
      percentage of oil and gas sales, these expenses increased to




                                      -43-





      27.7% for the six months ended June 30, 1999 from 26.7% for the six months
      ended June 30, 1998. Depreciation,  depletion, and amortization of oil and
      gas properties decreased $32,858 (11.6%) for the six months ended June 30,
      1999 as compared to the six months ended June 30, 1998.  This decrease was
      primarily due to (i) two  significant  wells being fully  depleted in 1998
      due to the lack of remaining reserves and (ii) decreases in volumes of oil
      and gas sold. As a percentage of oil and gas sales, this expense increased
      to 23.6% for the six  months  ended  June 30,  1999 from 22.9% for the six
      months ended June 30, 1998.

      General and  administrative  expenses  increased $2,127 (1.4%) for the six
      months  ended June 30, 1999 as  compared to the six months  ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      14.6% for the six months ended June 30, 1999 from 12.4% for the six months
      ended June 30, 1998.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling   $17,784,795  or  72.73%  of  Limited   Partners'  capital
      contributions.

      III-D PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                  Three Months Ended June 30,
                                                  ---------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $473,492         $434,401
      Oil and gas production expenses             $148,698         $160,401
      Barrels produced                              10,238            8,409
      Mcf produced                                 173,461          191,222
      Average price/Bbl                           $  14.12         $  11.29
      Average price/Mcf                           $   1.90         $   1.78

      As shown in the table  above,  total oil and gas sales  increased  $39,091
      (9.0%) for the three  months  ended June 30, 1999 as compared to the three
      months ended June 30, 1998. Of this  increase,  approximately  $29,000 and
      $21,000, respectively,  were related to increases in the average prices of
      oil and gas sold and  approximately  $21,000 was related to an increase in
      volumes of oil sold.  These increases were partially  offset by a decrease
      of  approximately  $32,000  related to a decrease  in volumes of gas sold.
      Volumes of oil sold  increased  1,829  barrels,  while volumes of gas sold
      decreased  17,761 Mcf for the three months ended June 30, 1999 as compared
      to the three months  ended June 30,  1998.  The increase in volumes of oil
      sold




                                      -44-





      was  primarily  due to (i) prior  period  volume  adjustments  made by the
      purchaser on two significant  wells during the three months ended June 30,
      1999 and (ii) the sale of oil on several wells which had  previously  been
      curtailed due to low oil prices.  Average oil and gas prices  increased to
      $14.12 per barrel and $1.90 per Mcf,  respectively,  for the three  months
      ended  June  30,   1999  from   $11.29  per  barrel  and  $1.78  per  Mcf,
      respectively, for the three months ended June 30, 1998.

      The III-D Partnership sold certain oil and gas properties during the three
      months ended June 30, 1998 and recognized a $34,618 gain on such sales. No
      such sales occurred during the three months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $11,703 (7.3%) for the three months ended June
      30,  1999 as  compared  to the three  months  ended  June 30,  1998.  As a
      percentage of oil and gas sales, these expenses decreased to 31.4% for the
      three  months  ended June 30, 1999 from 36.9% for the three  months  ended
      June 30, 1998. 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  $8,928  (11.0%)  for the three  months  ended June 30,  1999 as
      compared  to the three  months  ended June 30,  1998.  This  decrease  was
      primarily  due to (i) a reduction  in the  depletable  base of oil and gas
      properties  due to an  impairment  provision  recorded  during  the fourth
      quarter  of 1998  and  (ii) the  decrease  in  volumes  of gas  sold.  The
      impairment provision was related to the decline in oil and gas prices used
      to determine  the  recoverability  of oil and gas reserves at December 31,
      1998.  As a percentage  of oil and gas sales,  this  expense  decreased to
      15.2% for the three  months  ended June 30,  1999 from 18.6% for the three
      months ended June 30, 1998. This percentage  decrease was primarily due to
      the dollar decrease in depreciation,  depletion,  and amortization and the
      increases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased $859 (2.4%) for the three
      months  ended June 30, 1999 as compared to the three months ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      7.9% for the  three  months  ended  June 30,  1999 from 8.4% for the three
      months ended June 30, 1998.




                                      -45-





      SIX MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1998.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $866,886         $912,164
      Oil and gas production expenses             $344,816         $338,169
      Barrels produced                              19,716           20,292
      Mcf produced                                 371,281          348,599
      Average price/Bbl                           $  11.90         $  12.63
      Average price/Mcf                           $   1.70         $   1.88

      As shown in the table  above,  total oil and gas sales  decreased  $45,278
      (5.0%)  for the six  months  ended June 30,  1999 as  compared  to the six
      months ended June 30, 1998. Of this  decrease,  approximately  $14,000 and
      $66,000, respectively,  were related to decreases in the average prices of
      oil and gas sold and  approximately  $7,000 was  related to a decrease  in
      volumes of oil sold.  These decreases were partially offset by an increase
      of  approximately  $42,000  related to an increase in volumes of gas sold.
      Volumes  of oil sold  decreased  576  barrels,  while  volumes of gas sold
      increased 22,682 Mcf for the six months ended June 30, 1999 as compared to
      the six months ended June 30, 1998.  Average oil and gas prices  decreased
      to $11.90 per barrel and $1.70 per Mcf,  respectively,  for the six months
      ended  June  30,   1999  from   $12.63  per  barrel  and  $1.88  per  Mcf,
      respectively, for the six months ended June 30, 1998.

      The III-D  Partnership sold certain oil and gas properties  during the six
      months ended June 30, 1998 and recognized a $58,772 gain on such sales. No
      such sales occurred during the six months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $6,647 (2.0%) for the six months ended June
      30, 1999 as compared to the six months ended June 30, 1998.  This increase
      was primarily due to a positive prior period adjustment of lease operating
      expenses  made by the  operator  on one  significant  well  during the six
      months ended June 30, 1999.  As a percentage  of oil and gas sales,  these
      expenses  increased  to 39.8% for the six months  ended June 30, 1999 from
      37.1% for the six months ended June 30, 1998. This percentage increase was
      primarily due to the decreases in the average prices of oil and gas sold.





                                      -46-






      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $7,431 (4.7%) for the six months ended June 30, 1999 as compared
      to the six months ended June 30, 1998.  This decrease was primarily due to
      a reduction in the  depletable  base of oil and gas  properties  due to an
      impairment  provision  recorded  during the fourth quarter of 1998,  which
      decrease was partially  offset by the increase in volumes of gas sold. The
      impairment provision was related to the decline in oil and gas prices used
      to determine  the  recoverability  of oil and gas reserves at December 31,
      1998. As a percentage of oil and gas sales, this expense remained constant
      at 17.3% for the six  months  ended  June 30,  1999 and for the six months
      ended June 30, 1998.

      General and  administrative  expenses  increased $1,879 (2.3%) for the six
      months  ended June 30, 1999 as  compared to the six months  ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      9.7% for the six months  ended June 30,  1999 from 9.0% for the six months
      ended June 30, 1998.

      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling  $8,850,669  or 67.56%  of the  Limited  Partners'  capital
      contributions.

      III-E PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                   1999             1998
                                                ----------       ----------
      Oil and gas sales                         $1,510,547       $1,848,422
      Oil and gas production expenses           $  768,859       $  924,126
      Barrels produced                              52,353           55,248
      Mcf produced                                 406,383          608,497
      Average price/Bbl                         $    14.10       $    11.07
      Average price/Mcf                         $     1.90       $     2.03

      As shown in the table above,  total oil and gas sales  decreased  $337,875
      (18.3%) for the three  months ended June 30, 1999 as compared to the three
      months ended June 30, 1998. Of this  decrease,  approximately  $54,000 was
      related to a decrease in the average  price of gas sold and  approximately
      $32,000 and $411,000,  respectively,  were related to decreases in volumes
      of oil and gas sold.  These decreases were partially offset by an increase
      of  approximately  $159,000 related to an increase in the average price of
      oil sold.  Volumes of oil and gas sold decreased 2,895 barrels and 202,114
      Mcf, respectively, for the three months ended June 30, 1999 as compared to
      the three months



                                      -47-




      ended June 30, 1998. The decrease in volumes of gas sold was primarily due
      to (i) positive prior period volume  adjustments made by the purchasers on
      three  significant  wells  during the three months ended June 30, 1998 and
      (ii) normal declines in production. Average oil prices increased to $14.10
      per barrel for the three months ended June 30, 1999 from $11.07 per barrel
      for the three months ended June 30, 1998.  Average gas prices decreased to
      $1.90 per Mcf for the three  months ended June 30, 1999 from $2.03 per Mcf
      for the three months ended June 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $155,267 (16.8%) for the three months ended
      June 30, 1999 as compared to the three  months  ended June  30,1998.  This
      decrease was primarily due to (i) a decrease in lease  operating  expenses
      associated  with the  decreases  in  volumes  of oil and gas sold,  (ii) a
      decrease in production  taxes  associated with the decrease in oil and gas
      sales, (iii) workover expenses incurred on one significant well during the
      three  months  ended  June  30,  1998,  and  (iv)  positive  prior  period
      adjustments  of  lease  operating  expenses  made by the  operator  on two
      significant  wells  during  the three  months  ended June 30,  1998.  As a
      percentage  of oil and  gas  sales,  these  expenses  remained  relatively
      constant at 50.9% for the three  months  ended June 30, 1999 and 50.0% for
      the three months ended June 30, 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $164,528  (53.3%) for the three  months  ended June 30, 1999 as
      compared  to the three  months  ended June 30,  1998.  This  decrease  was
      primarily  due to (i) a reduction  in the  depletable  base of oil and gas
      properties  due to an  impairment  provision  recorded  during  the fourth
      quarter of 1998 and (ii) the decrease in volumes of oil and gas sold.  The
      impairment provision was related to the decline in oil and gas prices used
      to determine  the  recoverability  of oil and gas reserves at December 31,
      1998. As a percentage of oil and gas sales, this expense decreased to 9.5%
      for the three  months  ended June 30, 1999 from 16.7% for the three months
      ended June 30, 1998.  This  percentage  decrease was  primarily due to the
      dollar decrease in depreciation, depletion, and amortization.

      General and administrative  expenses increased $4,142 (3.6%) for the three
      months  ended June 30, 1999 as compared to the three months ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      7.9% for the  three  months  ended  June 30,  1999 from 6.3% for the three
      months ended June 30, 1998. This percentage  increase was primarily due to
      the decrease in oil and gas sales.




                                      -48-




      SIX MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1998.

                                                 Six Months Ended June 30,
                                                ---------------------------
                                                   1999             1998
                                                ----------       ----------
      Oil and gas sales                         $2,682,040       $3,621,740
      Oil and gas production expenses           $1,762,354       $1,771,568
      Barrels produced                             107,741          119,944
      Mcf produced                                 819,163        1,121,898
      Average price/Bbl                         $    11.59       $    12.24
      Average price/Mcf                         $     1.75       $     1.92

      As shown in the table above,  total oil and gas sales  decreased  $939,700
      (25.9%)  for the six months  ended June 30,  1999 as  compared  to the six
      months ended June 30, 1998. Of this  decrease,  approximately  $70,000 and
      $139,000, respectively, were related to decreases in the average prices of
      oil and gas sold and  approximately  $149,000 and $581,000,  respectively,
      were related to  decreases in the volumes of oil and gas sold.  Volumes of
      oil and gas sold decreased  12,203 barrels and 302,735 Mcf,  respectively,
      for the six months ended June 30, 1999 as compared to the six months ended
      June 30, 1998.  The decrease in volumes of oil sold was  primarily  due to
      normal  declines in  production.  The  decrease in volumes of gas sold was
      primarily due to (i) positive prior period volume  adjustments made by the
      purchasers on three significant wells during the six months ended June 30,
      1998 and (ii) normal  declines in  production.  Average oil and gas prices
      decreased  to $11.59 per barrel and $1.75 per Mcf,  respectively,  for the
      six months  ended June 30,  1999 from $12.24 per barrel and $1.92 per Mcf,
      respectively, for the six months ended June 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) remained  relatively  constant for the six months ended
      June 30, 1999 as compared to the six months ended June 30,1998. A decrease
      primarily  due to a  decrease  in  production  taxes  associated  with the
      decrease in oil and gas sales was  substantially  offset by an increase in
      lease  operating  expenses  primarily  due  to  a  positive  prior  period
      adjustment  made by the  operator on one  significant  well during the six
      months ended June 30, 1999.  As a percentage  of oil and gas sales,  these
      expenses  increased  to 65.7% for the six months  ended June 30, 1999 from
      48.9% for the six months ended June 30, 1998. This percentage increase was
      primarily  due to  the  increase  in  lease  operating  expenses  and  the
      decreases in the average prices of oil and gas sold.




                                      -49-





      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $311,524  (51.5%)  for the six months  ended  June 30,  1999 as
      compared  to the six  months  ended  June  30,  1998.  This  decrease  was
      primarily  due to (i) a reduction  in the  depletable  base of oil and gas
      properties  due to an  impairment  provision  recorded  during  the fourth
      quarter  of 1998 and (ii) a decrease  in the  volumes of oil and gas sold.
      The impairment  provision was related to the decline in oil and gas prices
      used to determine the  recoverability  of oil and gas reserves at December
      31, 1998. As a percentage of oil and gas sales,  this expense decreased to
      10.9% for the six months ended June 30, 1999 from 16.7% for the six months
      ended June 30, 1998.  This  percentage  decrease was  primarily due to the
      dollar decrease in depreciation, depletion, and amortization.

      General and administrative  expenses remained  relatively constant for the
      six months  ended June 30, 1999 as  compared to the six months  ended June
      30, 1998. As a percentage of oil and gas sales,  these expenses  increased
      to 10.0%  for the six  months  ended  June 30,  1999 from 7.4% for the six
      months ended June 30, 1998. This percentage  increase was primarily due to
      the decrease in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling  $30,520,016  or 72.97% of the  Limited  Partners'  capital
      contributions.

      III-F PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $484,427         $570,778
      Oil and gas production expenses             $302,383         $370,221
      Barrels produced                              15,144           15,011
      Mcf produced                                 150,735          234,242
      Average price/Bbl                           $  14.73         $  12.14
      Average price/Mcf                           $   1.73         $   1.66

      As shown in the table  above,  total oil and gas sales  decreased  $86,351
      (15.1%) for the three  months ended June 30, 1999 as compared to the three
      months ended June 30, 1998. Of this decrease,  approximately  $139,000 was
      related to a decrease in volumes of gas sold, which decrease was partially
      offset by increases of  approximately  $39,000 and $11,000,  respectively,
      related to increases in the average prices of oil and gas sold. Volumes of
      oil sold increased 133 barrels, while volumes of gas sold decreased 83,507
      Mcf



                                      -50-




      for the three  months  ended June 30, 1999 as compared to the three months
      ended June 30, 1998. The decrease in volumes of gas sold was primarily due
      to (i) positive prior period volume  adjustments  made by the purchaser on
      two significant wells during the three months ended June 30, 1998 and (ii)
      normal  declines in  production.  Average oil and gas prices  increased to
      $14.73 per barrel and $1.73 per Mcf,  respectively,  for the three  months
      ended  June  30,   1999  from   $12.14  per  barrel  and  $1.66  per  Mcf,
      respectively, for the three months ended June 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $67,838  (18.3%) for the three months ended
      June 30, 1999 as compared to the three months  ended June 30,  1998.  This
      decrease  was  primarily  due  to  (i)  a  decrease  in  production  taxes
      associated  with the decrease in oil and gas sales,  (ii) a decrease in ad
      valorem taxes paid during the three months ended June 30, 1999,  and (iii)
      workover  expenses  incurred  on two  significant  wells  during the three
      months  ended June 30, 1998 in order to improve the  recovery of reserves.
      These  decreases  were  partially   offset  by  a  positive  prior  period
      adjustment of lease operating expenses on another  significant well during
      the three  months  ended June 30,  1999.  As a  percentage  of oil and gas
      sales,  these expenses  decreased to 62.4% for the three months ended June
      30, 1999 from 64.9% for the three months ended June 30, 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $33,528  (21.4%)  for the three  months  ended June 30, 1999 as
      compared  to the three  months  ended June 30,  1998.  This  decrease  was
      primarily  due to the decrease in volumes of gas sold.  As a percentage of
      oil and gas sales,  this  expense  decreased to 25.4% for the three months
      ended June 30, 1999 from 27.5% for the three months ended June 30, 1998.

      General and administrative  expenses increased $1,044 (1.7%) for the three
      months  ended June 30, 1999 as compared to the three months ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      12.9% for the three  months  ended June 30,  1999 from 10.7% for the three
      months ended June 30, 1998. This percentage  increase was primarily due to
      the decrease in oil and gas sales.




                                      -51-





      SIX MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1998.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                    1999             1998
                                                  --------        ----------
      Oil and gas sales                           $923,024        $1,235,009
      Oil and gas production expenses             $520,135        $  659,701
      Barrels produced                              30,016            30,973
      Mcf produced                                 330,830           443,012
      Average price/Bbl                           $  12.71        $    13.70
      Average price/Mcf                           $   1.64        $     1.83

      As shown in the table above,  total oil and gas sales  decreased  $311,985
      (25.3%)  for the six months  ended June 30,  1999 as  compared  to the six
      months ended June 30, 1998. Of this decrease,  approximately  $205,000 was
      related to a decrease in volumes of gas sold and approximately $64,000 was
      related to a decrease in the average price of gas sold. Volumes of oil and
      gas sold decreased 957 barrels and 112,182 Mcf, respectively,  for the six
      months  ended June 30, 1999 as  compared to the six months  ended June 30,
      1998.  The  decrease  in  volumes  of gas  sold was  primarily  due to (i)
      positive  prior period  volume  adjustments  made by the  purchaser on two
      significant  wells  during the six months  ended June 30,  1998,  (ii) the
      shutting-in of one  significant  well during the six months ended June 30,
      1999 and (iii) normal  declines in production.  Average oil and gas prices
      decreased  to $12.71 per barrel and $1.64 per Mcf,  respectively,  for the
      six months  ended June 30,  1999 from $13.70 per barrel and $1.83 per Mcf,
      respectively, for the six months ended June 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $139,566 (21.2%) for the six months ended June
      30, 1999 as compared to the six months ended June 30, 1998.  This decrease
      was primarily due to (i) a decrease in lease operating  expenses primarily
      due to the reversal of a litigation  accrual no longer deemed necessary by
      management,  (ii)  workover  expenses  incurred on two  significant  wells
      during the six months ended June 30, 1998 in order to improve the recovery
      of reserves,  and (iii) a decrease in production taxes associated with the
      decrease in oil and gas sales.  These decreases were partially offset by a
      positive prior period  adjustment of lease  operating  expenses on another
      significant  well  during  the  six  months  ended  June  30,  1999.  As a
      percentage of oil and gas sales, these expenses increased to 56.4% for the
      six months  ended June 30,  1999 from 53.4% for the six months  ended June
      30, 1998.




                                      -52-





      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $43,372  (14.3%)  for the six  months  ended  June 30,  1999 as
      compared  to the six  months  ended  June  30,  1998.  This  decrease  was
      primarily  due to the  decrease  in  volumes  of oil  and gas  sold.  As a
      percentage of oil and gas sales,  this expense  increased to 28.2% for the
      six months  ended June 30,  1999 from 24.6% for the six months  ended June
      30, 1998. This  percentage  increase was primarily due to the decreases in
      the average prices of oil and gas sold.

      General and  administrative  expenses  increased $2,667 (1.9%) for the six
      months  ended June 30, 1999 as  compared to the six months  ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      15.2% for the six months ended June 30, 1999 from 11.2% for the six months
      ended June 30, 1998.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling   $11,375,904  or  51.36%  of  Limited   Partners'  capital
      contributions.

      III-G PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1998.

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $297,533         $349,671
      Oil and gas production expenses             $197,569         $224,180
      Barrels produced                              10,549           10,660
      Mcf produced                                  80,960          128,428
      Average price/Bbl                           $  14.77         $  12.17
      Average price/Mcf                           $   1.75         $   1.71

      As shown in the table  above,  total oil and gas sales  decreased  $52,138
      (14.9%) for the three  months ended June 30, 1999 as compared to the three
      months ended June 30, 1998. Of this  decrease,  approximately  $81,000 was
      related to a decrease in volumes of gas sold, which decrease was partially
      offset by an increase of  approximately  $27,000 related to an increase in
      the average price of oil sold.  Volumes of oil and gas sold  decreased 111
      barrels and 47,468 Mcf, respectively,  for the three months ended June 30,
      1999 as compared to the three months ended June 30, 1998.  The decrease in
      volumes of gas sold was primarily due to (i) positive  prior period volume
      adjustments  made by the  purchaser  on two  significant  wells during the
      three months ended June 30, 1998 and (ii) normal declines in production.



                                      -53-




      Average  oil and gas prices  increased  to $14.77 per barrel and $1.75 per
      Mcf,  respectively,  for the three  months ended June 30, 1999 from $12.17
      per barrel and $1.71 per Mcf,  respectively,  for the three  months  ended
      June 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $26,611  (11.9%) for the three months ended
      June 30, 1999 as compared to the three months  ended June 30,  1998.  This
      decrease  was  primarily  due  to  (i)  a  decrease  in  production  taxes
      associated  with the decrease in oil and gas sales,  (ii) a decrease in ad
      valorem taxes paid during the three months ended June 30, 1999,  and (iii)
      workover  expenses  incurred  on two  significant  wells  during the three
      months  ended June 30, 1998 in order to improve the  recovery of reserves.
      These  decreases  were  partially   offset  by  a  positive  prior  period
      adjustment of lease operating expenses on another  significant well during
      the three  months  ended June 30,  1999.  As a  percentage  of oil and gas
      sales,  these expenses  increased to 66.4% for the three months ended June
      30, 1999 from 64.1% for the three months ended June 30, 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $22,465  (23.3%)  for the three  months  ended June 30, 1999 as
      compared  to the three  months  ended June 30,  1998.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas  sold.  As a
      percentage of oil and gas sales,  this expense  decreased to 24.9% for the
      three  months  ended June 30, 1999 from 27.6% for the three  months  ended
      June 30, 1998.

      General and  administrative  expenses  increased $672 (2.0%) for the three
      months  ended June 30, 1999 as compared to the three months ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      11.6% for the three  months  ended  June 30,  1999 from 9.7% for the three
      months ended June 30, 1998. This percentage  increase was primarily due to
      the decrease in oil and gas sales.




                                      -54-





      SIX MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1998.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $564,014         $745,490
      Oil and gas production expenses             $352,022         $413,389
      Barrels produced                              21,486           22,016
      Mcf produced                                 177,504          241,343
      Average price/Bbl                           $  12.69         $  13.66
      Average price/Mcf                           $   1.64         $   1.84

      As shown in the table above,  total oil and gas sales  decreased  $181,476
      (24.3%)  for the six months  ended June 30,  1999 as  compared  to the six
      months ended June 30, 1998. Of this decrease,  approximately  $118,000 was
      related to a decrease in volumes of gas sold and approximately $21,000 and
      $36,000, respectively,  were related to decreases in the average prices of
      oil and gas sold.  Volumes of oil and gas sold  decreased  530 barrels and
      63,839  Mcf,  respectively,  for the six  months  ended  June 30,  1999 as
      compared to the six months ended June 30, 1998. The decrease in volumes of
      gas sold was primarily due to (i) positive prior period volume adjustments
      made by the purchaser on two significant wells during the six months ended
      June 30, 1998, (ii) the shutting-in of one significant well during the six
      months  ended June 30,  1999,  and (iii)  normal  declines in  production.
      Average  oil and gas prices  decreased  to $12.69 per barrel and $1.64 per
      Mcf, respectively,  for the six months ended June 30, 1999 from $13.66 per
      barrel and $1.84 per Mcf, respectively,  for the six months ended June 30,
      1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $61,367 (14.8%) for the six months ended June
      30, 1999 as compared to the six months ended June 30, 1998.  This decrease
      was primarily due to (i) a decrease in lease operating  expenses primarily
      due to the reversal of a litigation  accrual no longer deemed necessary by
      management,  (ii)  workover  expenses  incurred on two  significant  wells
      during the six months ended June 30, 1998 in order to improve the recovery
      of reserves,  and (iii) a decrease in production taxes associated with the
      decrease in oil and gas sales.  These decreases were partially offset by a
      positive prior period  adjustment of lease  operating  expenses on another
      significant  well  during  the  six  months  ended  June  30,  1999.  As a
      percentage of oil and gas sales, these expenses increased to 62.4% for the
      six months  ended June 30,  1999 from 55.5% for the six months  ended June
      30, 1998. This  percentage  increase was primarily due to the decreases in
      the average prices of oil and gas sold.



                                      -55-





      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $30,046  (16.0%)  for the six  months  ended  June 30,  1999 as
      compared  to the six  months  ended  June  30,  1998.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas  sold.  As a
      percentage of oil and gas sales,  this expense  increased to 27.9% for the
      six months  ended June 30,  1999 from 25.1% for the six months  ended June
      30, 1998. This  percentage  increase was primarily due to the decreases in
      the average prices of oil and gas sold.

      General and  administrative  expenses  increased $1,590 (2.1%) for the six
      months  ended June 30, 1999 as  compared to the six months  ended June 30,
      1998. As a percentage of oil and gas sales,  these  expenses  increased to
      13.7% for the six months ended June 30, 1999 from 10.2% for the six months
      ended June 30, 1998.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      1999  totaling   $5,957,287  or  48.86%  of  Limited   Partners'   capital
      contributions.


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

      IN GENERAL

      The Year 2000 Issue ("Y2K")  refers to the inability of computer and other
      information   technology   systems  to  properly  process  date  and  time
      information,  stemming from the earlier programming  practice of using two
      digits  rather than four to  represent  the year in a date.  For  example,
      computer programs and imbedded chips that are date sensitive may recognize
      a date  using  (00) as the  year  1900  rather  than the  year  2000.  The
      consequence of Y2K is that computer and imbedded processing systems may be
      at risk of malfunctioning, particularly during the transition from 1999 to
      2000.

      The effects of Y2K are exacerbated by the  interdependence of computer and
      telecommunication  systems throughout the world. This interdependence also
      exists  among  the  Partnerships,   Samson  Investment   Company  and  its
      affiliates  ("Samson"),   and  their  vendors,   customers,  and  business
      partners, as well as with regulators.  The potential risks associated with
      Y2K for an oil and gas  production  company fall into three general areas:
      (i)  financial,   leasehold  and  administrative  computer  systems,  (ii)
      imbedded  systems in field process  control  units,  and (iii) third party
      exposures. As discussed below, General Partner does not believe that these
      risks will be material to the Partnerships' operations.



                                      -56-





      The  Partnerships'  business  is  producing  oil and gas.  The  day-to-day
      production of the  Partnerships' oil and gas is not dependent on computers
      or equipment with imbedded chips. As further  discussed below,  management
      anticipates that the Partnerships'  daily business  activities will not be
      materially affected by Y2K.

      The  Partnerships  rely on Samson to provide all of their  operational and
      administrative  services on either a direct or indirect  basis.  Samson is
      addressing each of the three Y2K areas discussed above through a readiness
      process that seeks to:

      1.    increase the awareness of the issue among key employees;
      2.    identify areas of potential risk;
      3.    assess the  relative  impact of these risks and Samson's  ability to
            manage them;and
      4.    remediate these risks on a priority basis wherever possible.

      One  of  Samson   Investment   Company's   Executive  Vice  Presidents  is
      responsible  for  communicating  to its Board of Directors Y2K actions and
      for the  ultimate  implementation  of its Y2K plan.  He has  delegated  to
      Samson   Investment   Company's  Senior  Vice   President-Technology   and
      Administrative Services principal responsibility
      for ensuring Y2K compliance within Samson.

      Samson  has  been  planning  for  the  impact  of Y2K  on its  information
      technology systems since 1993. As of July 15, 1999, Samson is in the final
      stages of implementation of a Y2K plan, as summarized below:


      FINANCIAL AND ADMINISTRATIVE SYSTEMS

      1. Awareness. Samson has alerted its officers, managers and supervisors of
      Y2K  issues  and asked them to have  their  employees  participate  in the
      identification  of potential Y2K risks which might  otherwise go unnoticed
      by higher level  employees  and  officers.  As a result,  awareness of the
      issue is considered high.

      2.  Risk   Identification.   Samson's  most   significant   financial  and
      administrative  systems  exposure is the Y2K status of the  accounting and
      land  administration  system used to collect and manage data for  internal
      management  decision making and for external  revenue and accounts payable
      purposes.  Other concerns include network  hardware and software,  desktop
      computing  hardware  and  software,  telecommunications,  and office space
      readiness.




                                      -57-





      3. Risk  Assessment.  The failure to identify  and correct a material  Y2K
      problem could result in inaccurate or untimely  financial  information for
      management  decision-making  or cash flow and payment purposes,  including
      maintaining oil and gas leases.

      4.  Remediation.  Since 1993, Samson has been upgrading its accounting and
      land administration  software.  Substantially all of the Y2K upgrades have
      been completed,  with the remainder  scheduled to be completed  during the
      3rd quarter of 1999.  In  addition,  in 1997 and 1998  Samson  replaced or
      applied software  patches to substantially  all of its network and desktop
      software  applications  and believes them to be generally  Y2K  compliant.
      Additional  patches  or  software  upgrades  will be applied no later than
      September 30, 1999 to complete  this  process.  The costs of all such risk
      assessments  and  remediation  are  not  expected  to be  material  to the
      Partnerships.

      5. Contingency  Planning.  Notwithstanding the foregoing,  should there be
      significant   unanticipated   disruptions   in  Samson's   financial   and
      administrative systems, all of the accounting processes that are currently
      automated will need to be performed  manually.  Samson has communicated to
      its management  team the importance of having  adequate staff available to
      manually perform necessary functions to minimize disruptions.


      IMBEDDED SYSTEMS

      1.  Awareness.  Samson's  Y2K  program  has  involved  all levels of field
      personnel from production  foremen and higher.  Employees at all levels of
      the organization  have been asked to participate in the  identification of
      potential  Y2K risks,  which might  otherwise go unnoticed by higher level
      employees and officers of Samson, and as a result,  awareness of the issue
      is considered high.

      2. Risk  Identification.  Samson has inventoried all possible exposures to
      imbedded chips and systems. Such exposures can be classified as either (i)
      oil and gas production and  processing  equipment or (ii) office  machines
      such as faxes, copiers, phones, etc.

      With respect to oil and gas production and processing  equipment,  neither
      Samson nor the Partnerships operate offshore wells, significant processing
      plants, or wells with older electronic  monitoring  systems.  As a result,
      Samson's  inventory  identified less than 10  applications  using imbedded
      chips.  All of these have been tested by the  respective  vendors and have
      been found to be Y2K compliant or have been upgraded or replaced.



                                      -58-





      Office machines have been tested by Samson and vendors and are believed to
      be compliant.

      3. Risk Assessment and Remediation.  The failure to identify and correct a
      material  Y2K  problem in an  imbedded  system  could  result in  outcomes
      ranging  from errors in data  reporting  to  curtailments  or shutdowns in
      production.  As noted above,  Samson has identified  less than 10 imbedded
      system  applications  all of which have been made  compliant  or replaced.
      None of these  applications  are  believed to be material to Samson or the
      Partnerships.   Samson  believes  that  sufficient  manual  processes  are
      available  to  minimize  any field  level  risk and that  there will be no
      material impact on the Partnerships with respect to these applications.

      4. Contingency Planning. Should material production disruptions occur as a
      result of Y2K  failures  in field  operations,  Samson  will  utilize  its
      existing  field  personnel in an attempt to avoid any  material  impact on
      operating cash flow. Samson is not able to quantify any potential exposure
      in the event of systems failure or inadequate manual alternatives.


      THIRD PARTY EXPOSURES

      1. Awareness.  Samson has advised  management to consider Y2K implications
      with its outside vendors, customers, and business partners. Management has
      been asked to participate in the  identification  of potential third party
      Y2K risks and, as a result, awareness of the issue is considered high.

      2. Risk Identification. Samson's most significant third party Y2K exposure
      is its  dependence  on third  parties for the receipt of revenues from oil
      and gas sales.  However,  virtually all of these purchasers are very large
      and sophisticated  companies.  Other Y2K concerns include the availability
      of  electric  power  to  Samson's  field  operations,   the  integrity  of
      telecommunication  systems,  and the  readiness  of  commercial  banks  to
      execute electronic fund transfers.





                                      -59-




      3. Risk  Assessment.  Because of the high  awareness of the Y2K problem in
      the U.S.,  Samson  has not  undertaken  and does not plan to  undertake  a
      formal company wide plan to make inquiries of third parties on the subject
      of Y2K readiness. If it did so, Samson has no ability to require responses
      to such inquiries or to independently  verify their accuracy.  Samson has,
      however,  received  oral  assurances  from  its  significant  oil  and gas
      purchasers  of Y2K  compliance.  If  significant  disruptions  from  major
      purchasers were to occur,  however,  there could be a material and adverse
      impact  on  the  Partnerships'  results  of  operations,   liquidity,  and
      financial conditions.

      It is  important  to note that  third  party oil and gas  purchasers  have
      significant  incentives to avoid  disruptions  arising from a Y2K failure.
      For example,  most of these parties are under  contractual  obligations to
      purchase oil and gas or disperse revenues to Samson.  The failure to do so
      will result in  contractual  and statutory  penalties.  Therefore,  Samson
      believes  that it is  unlikely  that there will be  material  third  party
      non-compliance with purchase and remittance obligations as a result of Y2K
      issues.

      4.   Remediation.   Where  Samson   perceives   significant  risk  of  Y2K
      non-compliance  that may have a  material  impact  on it,  and  where  the
      relationship  between Samson and a vendor,  customer,  or business partner
      permits,  joint testing may be undertaken  during the remainder of 1999 to
      further identify these risks.

      5. Contingency  Planning.  In the unlikely event that material  production
      disruptions  occur as a result  of Y2K  failures  of  third  parties,  the
      Partnerships' operating cash flow could be impacted. This contingency will
      be  factored   into   deliberations   on  the  level  of  quarterly   cash
      distributions paid out during any such period of cash flow disruption.





                                      -60-




ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK.

            The Partnerships do not hold any market risk sensitive instruments.





                                      -61-




                           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,  1999 and for the six  months  ended June 30,  1999,  filed
            herewith.

      27.2  Financial Data Schedule  containing  summary  financial  information
            extracted from the III-B  Partnership's  financial  statements as of
            June 30,  1999 and for the six  months  ended June 30,  1999,  filed
            herewith.

      27.3  Financial Data Schedule  containing  summary  financial  information
            extracted from the III-C  Partnership's  financial  statements as of
            June 30,  1999 and for the six  months  ended June 30,  1999,  filed
            herewith.

      27.4  Financial Data Schedule  containing  summary  financial  information
            extracted from the III-D  Partnership's  financial  statements as of
            June 30,  1999 and for the six  months  ended June 30,  1999,  filed
            herewith.

      27.5  Financial Data Schedule  containing  summary  financial  information
            extracted from the III-E  Partnership's  financial  statements as of
            June 30,  1999 and for the six  months  ended June 30,  1999,  filed
            herewith.

      27.6  Financial Data Schedule  containing  summary  financial  information
            extracted from the III-F  Partnership's  financial  statements as of
            June 30,  1999 and for the six  months  ended June 30,  1999,  filed
            herewith.

      27.7  Financial Data Schedule  containing  summary  financial  information
            extracted from the III-G  Partnership's  financial  statements as of
            June 30,  1999 and for the six  months  ended June 30,  1999,  filed
            herewith.

      All other exhibits are omitted as inapplicable.

(b) Reports on Form 8-K.

            None.




                                      -62-





                                   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 12, 1999              By:       /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  August 12, 1999              By:      /s/Patrick M. Hall
                                       --------------------------------
                                            (Signature)
                                            Patrick M. Hall
                                            Principal Accounting Officer



                                      -63-




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,  1999  and for the six  months
            ended June 30, 1999, 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,  1999  and for the six  months
            ended June 30, 1999, 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,  1999  and for the six  months
            ended June 30, 1999, 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,  1999  and for the six  months
            ended June 30, 1999, 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,  1999  and for the six  months
            ended June 30, 1999, 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,  1999  and for the six  months
            ended June 30, 1999, 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,  1999  and for the six  months
            ended June 30, 1999, filed herewith.

            All other exhibits are omitted as inapplicable.



                                      -64-