SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarter ended September 30, 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

                                             September 30,     December 31,
                                                 1999              1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  326,765       $  212,695
   Accounts receivable:
      Oil and gas sales                           402,205          282,108
                                               ----------       ----------
        Total current assets                   $  728,970       $  494,803

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,885,707        2,222,673

DEFERRED CHARGE                                   266,532          266,532
                                               ----------       ----------
                                               $2,881,209       $2,984,008
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   30,007       $   62,011
   Gas imbalance payable                           30,903           30,903
                                               ----------       ----------
        Total current liabilities              $   60,910       $   92,914

ACCRUED LIABILITY                              $   76,845       $   76,845

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  191,228)     ($  197,325)
   Limited Partners, issued and
      outstanding, 263,976 units                2,934,682        3,011,574
                                               ----------       ----------
        Total Partners' capital                $2,743,454       $2,814,249
                                               ----------       ----------
                                               $2,881,209       $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 SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $594,498          $428,407
   Interest income                                 2,644             3,436
   Loss on sale of oil and gas
      properties                                       -         (      81)
                                                --------          --------
                                                $597,142          $431,762

COSTS AND EXPENSES:
   Lease operating                              $104,224          $103,106
   Production tax                                 48,679            37,047
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 106,766           113,924
   General and administrative
      (Note 2)                                    73,066            75,481
                                                --------          --------
                                                $332,735          $329,558
                                                --------          --------

NET INCOME                                      $264,407          $102,204
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 17,358          $  9,495
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $247,049          $ 92,709
                                                ========          ========
NET INCOME per unit                             $    .93          $    .35
                                                ========          ========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,528,277        $1,573,580
   Interest income                                 6,492            14,033
   Gain on sale of oil and gas
      properties                                     883            19,960
                                              ----------        ----------
                                              $1,535,652        $1,607,573

COSTS AND EXPENSES:
   Lease operating                            $  304,775        $  313,761
   Production tax                                115,105           125,983
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 339,305           385,298
   General and administrative
      (Note 2)                                   239,251           239,914
                                              ----------        ----------
                                              $  998,436        $1,064,956
                                              ----------        ----------

NET INCOME                                    $  537,216        $  542,617
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   40,108        $   41,841
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  497,108        $  500,776
                                              ==========        ==========
NET INCOME per unit                           $     1.88        $     1.90
                                              ==========        ==========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                               ---------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $537,216         $  542,617
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                              339,305            385,298
      Gain on sale of oil and gas
        properties                            (     883)       (    19,960)
      (Increase) decrease in accounts
        receivable - oil and gas sales        ( 120,097)           259,323
      Decrease in accounts receivable -
        other                                         -                308
      Decrease in accounts payable            (  32,004)       (     8,757)
                                               --------         ----------
Net cash provided by operating
   activities                                  $723,537         $1,158,829
                                               --------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($  8,909)       ($   12,261)
   Proceeds from sale of oil and
      gas properties                              7,453             23,397
                                               --------         ----------
Net cash provided (used) by investing
   activities                                 ($  1,456)        $   11,136
                                               --------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($608,011)       ($1,367,476)
                                               --------         ----------
Net cash used by financing activities         ($608,011)       ($1,367,476)
                                               --------         ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            $114,070        ($  197,511)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          212,695            522,371
                                               --------         ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $326,765         $  324,860
                                               ========         ==========




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




                                      -5-





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

                                     ASSETS


                                             September 30,     December 31,
                                                 1999              1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  178,239        $  117,355
   Accounts receivable:
      Oil and gas sales                          237,059           164,818
                                              ----------        ----------
        Total current assets                  $  415,298        $  282,173

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,062,109         1,242,380

DEFERRED CHARGE                                  193,310           193,310
                                              ----------        ----------
                                              $1,670,717        $1,717,863
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   19,201        $   21,658
   Gas imbalance payable                          18,422            18,422
                                              ----------        ----------
        Total current liabilities             $   37,623        $   40,080

ACCRUED LIABILITY                             $   41,436        $   41,436

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   80,519)      ($   85,016)
   Limited Partners, issued and
      outstanding, 138,336 units               1,672,177         1,721,363
                                              ----------        ----------
        Total Partners' capital               $1,591,658        $1,636,347
                                              ----------        ----------
                                              $1,670,717        $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 SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $380,078          $267,275
   Interest income                                 1,280             1,496
   Gain on sale of oil and gas
      properties                                       -            32,404
                                                --------          --------
                                                $381,358          $301,175

COSTS AND EXPENSES:
   Lease operating                              $ 67,324          $ 75,619
   Production tax                                 29,970            22,144
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  63,953            71,199
   General and administrative
      (Note 2)                                    38,292            39,561
                                                --------          --------
                                                $199,539          $208,523
                                                --------          --------

NET INCOME                                      $181,819          $ 92,652
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 36,034          $ 23,641
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $145,785          $ 69,011
                                                ========          ========
NET INCOME per unit                             $   1.05          $    .50
                                                ========          ========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $880,919          $957,758
   Interest income                                 3,105             7,386
   Gain on sale of oil and
      gas properties                                 372            33,219
                                                --------          --------
                                                $884,396          $998,363

COSTS AND EXPENSES:
   Lease operating                              $199,454          $206,566
   Production tax                                 63,517            75,882
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 183,044           234,406
   General and administrative
      (Note 2)                                   125,470           125,695
                                                --------          --------
                                                $571,485          $642,549
                                                --------          --------

NET INCOME                                      $312,911          $355,814
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 72,097          $ 85,081
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $240,814          $270,733
                                                ========          ========
NET INCOME per unit                             $   1.74          $   1.96
                                                ========          ========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                               ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $312,911          $355,814
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               183,044           234,406
      Gain on sale of oil and gas
        properties                             (     372)        (  33,219)
      (Increase) decrease in accounts
        receivable - oil and gas sales         (  72,241)          144,185
      Decrease in accounts receivable -
        other                                          -               130
      Increase (decrease) in accounts
        payable                                (   2,457)            3,476
                                                --------          --------
Net cash provided by operating
   activities                                   $420,885          $704,792
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($  2,916)        ($ 15,746)
   Proceeds from sale of oil and
      gas properties                                 515            34,027
                                                --------          --------
Net cash provided (used) by investing
   activities                                  ($  2,401)         $ 18,281
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($357,600)        ($839,049)
                                                --------          --------
Net cash used by financing activities          ($357,600)        ($839,049)
                                                --------          --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $ 60,884         ($115,976)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           117,355           305,288
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $178,239          $189,312
                                                ========          ========



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




                                      -9-





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

                                     ASSETS


                                             September 30,     December 31,
                                                 1999              1998
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  393,156        $  340,720
   Accounts receivable:
      Oil and gas sales                          482,445           380,975
                                              ----------        ----------
        Total current assets                  $  875,601        $  721,695

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,434,807         2,779,845

DEFERRED CHARGE                                   70,849            70,849
                                              ----------        ----------
                                              $3,381,257        $3,572,389
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   36,404        $   42,712
   Gas imbalance payable                          25,479            25,479
                                              ----------        ----------
        Total current liabilities             $   61,883        $   68,191

ACCRUED LIABILITY                             $  151,671        $  151,671

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  169,910)      ($  179,285)
   Limited Partners, issued and
      outstanding, 244,536 units               3,337,613         3,531,812
                                              ----------        ----------
        Total Partners' capital               $3,167,703        $3,352,527
                                              ----------        ----------
                                              $3,381,257        $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 SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $701,079        $580,014
   Interest income                                 3,404           5,122
   Gain on sale of oil and gas
      properties                                       -          34,561
                                                --------        --------
                                                $704,483        $619,697

COSTS AND EXPENSES:
   Lease operating                              $125,300        $125,358
   Production tax                                 50,422          44,123
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 119,292         156,876
   General and administrative
      (Note 2)                                    67,671          69,936
                                                --------        --------
                                                $362,685        $396,293
                                                --------        --------

NET INCOME                                      $341,798        $223,404
                                                ========        ========
GENERAL PARTNER - NET INCOME                    $ 21,691        $ 17,189
                                                ========        ========
LIMITED PARTNERS - NET INCOME                   $320,107        $206,215
                                                ========        ========
NET INCOME per unit                             $   1.31        $    .84
                                                ========        ========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,758,244        $1,814,170
   Interest income                                 8,909            16,071
   Gain on sale of oil and gas
      properties                                     524           439,894
                                              ----------        ----------
                                              $1,767,677        $2,270,135

COSTS AND EXPENSES:
   Lease operating                            $  347,245        $  366,067
   Production tax                                121,441           132,826
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 369,240           439,682
   General and administrative
      (Note 2)                                   222,251           222,389
                                              ----------        ----------
                                              $1,060,177        $1,160,964
                                              ----------        ----------

NET INCOME                                    $  707,500        $1,109,171
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   49,699        $   72,242
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  657,801        $1,036,929
                                              ==========        ==========
NET INCOME per unit                           $     2.69        $     4.24
                                              ==========        ==========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)
                                                1999                1998
                                              ---------         -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $707,500          $1,109,171
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             369,240             439,682
      Gain on sale of oil and gas
        properties                           (     524)        (   439,894)
      (Increase) decrease in accounts
        receivable - oil and gas sales       ( 101,470)            180,052
     Decrease in accounts receivable -
        other                                        -                  54
      Decrease in accounts payable           (   6,308)        (    10,020)
                                              --------          ----------
Net cash provided by operating
   activities                                 $968,438          $1,279,045
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($ 24,202)        ($  118,032)
   Proceeds from sale of oil and
      gas properties                               524             482,921
                                              --------          ----------
Net cash provided (used) by
   investing activities                      ($ 23,678)         $  364,889
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($892,324)        ($1,734,315)
                                              --------          ----------
Net cash used by financing activities        ($892,324)        ($1,734,315)
                                              --------          ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $ 52,436         ($   90,381)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         340,720             540,911
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $393,156          $  450,530
                                              ========          ==========


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




                                      -13-





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

                                     ASSETS


                                             September 30,     December 31,
                                                 1999              1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  260,902        $  172,776
   Accounts receivable:
      Oil and gas sales                          381,737           268,703
                                              ----------        ----------
        Total current assets                  $  642,639        $  441,479

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,037,632         1,236,882

DEFERRED CHARGE                                    9,462             9,462
                                              ----------        ----------
                                              $1,689,733        $1,687,823
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   43,689        $   55,996
   Gas imbalance payable                           4,454             4,454
                                              ----------        ----------
        Total current liabilities             $   48,143        $   60,450

ACCRUED LIABILITY                             $  182,639        $  182,639

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   66,586)      ($   73,501)
   Limited Partners, issued and
      outstanding, 131,008 units               1,525,537         1,518,235
                                              ----------        ----------
        Total Partners' capital               $1,458,951        $1,444,734
                                              ----------        ----------
                                              $1,689,733        $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 SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $543,247          $436,235
   Interest income                                 2,242             2,462
   Loss on sale of oil and
      gas properties                                   -         (   2,126)
                                                --------          --------
                                                $545,489          $436,571

COSTS AND EXPENSES:
   Lease operating                              $138,654          $146,240
   Production tax                                 38,299            29,981
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  65,829            87,437
   General and administrative
      (Note 2)                                    36,252            37,465
                                                --------          --------
                                                $279,034          $301,123
                                                --------          --------

NET INCOME                                      $266,455          $135,448
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 15,843          $ 10,147
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $250,612          $125,301
                                                ========          ========
NET INCOME per unit                             $   1.91          $    .96
                                                ========          ========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,410,133          $1,348,399
   Interest income                                 5,375               7,232
   Gain on sale of oil and
      gas properties                                   -              56,646
                                              ----------          ----------
                                              $1,415,508          $1,412,277

COSTS AND EXPENSES:
   Lease operating                            $  422,404          $  424,713
   Production tax                                 99,365              89,677
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 215,966             245,005
   General and administrative
      (Note 2)                                   120,224             119,558
                                              ----------          ----------
                                              $  857,959          $  878,953
                                              ----------          ----------

NET INCOME                                    $  557,549          $  533,324
                                              ==========          ==========
GENERAL PARTNER - NET INCOME                  $   36,247          $   36,105
                                              ==========          ==========
LIMITED PARTNERS - NET INCOME                 $  521,302          $  497,219
                                              ==========          ==========
NET INCOME per unit                           $     3.98          $     3.80
                                              ==========          ==========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


                                                  1999             1998
                                                ---------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $557,549        $533,324
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               215,966         245,005
      Gain on sale of oil and gas
        properties                                     -       (  56,646)
      (Increase) decrease in accounts
        receivable - oil and gas sales         ( 113,034)        116,993
      Decrease in accounts payable             (  12,307)      (  68,440)
                                                --------        --------
Net cash provided by operating
   activities                                   $648,174        $770,236
                                                --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 16,716)      ($ 58,841)
   Proceeds from sale of oil and
      gas properties                                   -          64,520
                                                --------        --------
Net cash provided (used) by
   investing activities                        ($ 16,716)       $  5,679
                                                --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($543,332)      ($817,678)
                                                --------        --------
Net cash used by financing activities          ($543,332)      ($817,678)
                                                --------        --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $ 88,126       ($ 41,763)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           172,776         298,964
                                                --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $260,902        $257,201
                                                ========        ========



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




                                      -17-





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

                                     ASSETS


                                            September 30,     December 31,
                                                1999              1998
                                           -------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                 $  764,655        $  483,197
   Accounts receivable:
      Oil and gas sales                       1,232,464           820,078
                                             ----------        ----------
        Total current assets                 $1,997,119        $1,303,275

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method              2,848,310         3,190,480

DEFERRED CHARGE                                 127,657           127,657
                                             ----------        ----------
                                             $4,973,086        $4,621,412
                                             ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                          $  243,021        $  302,889
   Gas imbalance payable                        178,518           178,518
                                             ----------        ----------
        Total current liabilities            $  421,539        $  481,407

ACCRUED LIABILITY                            $  298,486        $  298,486

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  254,606)      ($  275,783)
   Limited Partners, issued and
      outstanding, 418,266 units              4,507,667         4,117,302
                                             ----------        ----------
        Total Partners' capital              $4,253,061        $3,841,519
                                             ----------        ----------
                                             $4,973,086        $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 SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,877,248        $1,373,883
   Interest income                                 6,605            10,200
   Loss on sale of oil and
      gas properties                                   -       (     1,063)
                                              ----------        ----------
                                              $1,883,853        $1,383,020

COSTS AND EXPENSES:
   Lease operating                            $  764,530        $  815,923
   Production tax                                126,105            88,476
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 140,883           252,032
   General and administrative
      (Note 2)                                   115,744           119,580
                                              ----------        ----------
                                              $1,147,262        $1,276,011
                                              ----------        ----------

NET INCOME                                    $  736,591        $  107,009
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   42,135        $   14,922
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  694,456        $   92,087
                                              ==========        ==========
NET INCOME per unit                           $     1.66        $      .22
                                              ==========        ==========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $4,559,288        $4,995,623
   Interest income                                14,557            34,228
   Gain on sale of oil and
      gas properties                                   -            36,098
                                              ----------        ----------
                                              $4,573,845        $5,065,949

COSTS AND EXPENSES:
   Lease operating                            $2,346,380        $2,336,628
   Production tax                                306,609           339,339
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 434,005           856,678
   General and administrative
      (Note 2)                                   383,696           386,625
                                              ----------        ----------
                                              $3,470,690        $3,919,270
                                              ----------        ----------

NET INCOME                                    $1,103,155        $1,146,679
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   71,790        $   89,890
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,031,365        $1,056,789
                                              ==========        ==========
NET INCOME per unit                           $     2.47        $     2.53
                                              ==========        ==========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $1,103,155        $1,146,679
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               434,005           856,678
      Gain on sale of oil and gas
        properties                                     -       (    36,098)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (   412,386)          609,349
      Decrease in accounts payable           (    59,868)      (   403,025)
                                              ----------        ----------
Net cash provided by operating
   activities                                 $1,064,906        $2,173,583
                                              ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($   91,835)      ($    2,013)
   Proceeds from sale of oil and
      gas properties                                   -            73,654
                                              ----------        ----------
Net cash provided (used) by
   investing activities                      ($   91,835)       $   71,641
                                              ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($  691,613)      ($2,515,560)
                                              ----------        ----------
Net cash used by financing activities        ($  691,613)      ($2,515,560)
                                              ----------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $  281,458       ($  270,336)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           483,197         1,114,574
                                              ----------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  764,655        $  844,238
                                              ==========        ==========


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




                                      -21-





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

                                     ASSETS


                                             September 30,     December 31,
                                                 1999              1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  442,138       $  316,761
   Accounts receivable:
      Oil and gas sales                           414,358          279,590
      Other                                             -            9,631
                                               ----------       ----------
        Total current assets                   $  856,496       $  605,982

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                2,520,867        2,848,735

DEFERRED CHARGE                                    79,097           79,097
                                               ----------       ----------
                                               $3,456,460       $3,533,814
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   71,948       $  133,841
   Gas imbalance payable                          123,641          123,641
                                               ----------       ----------
        Total current liabilities              $  195,589       $  257,482

ACCRUED LIABILITY                              $  171,735       $  171,735

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  153,831)     ($  164,221)
   Limited Partners, issued and
      outstanding, 221,484 units                3,242,967        3,268,818
                                               ----------       ----------
        Total Partners' capital                $3,089,136       $3,104,597
                                               ----------       ----------
                                               $3,456,460       $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 SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $698,626          $425,564
   Interest income                                 3,219             4,484
   Gain (loss) on sale of oil
      and gas properties                          18,316         (     893)
                                                --------          --------
                                                $720,161          $429,155

COSTS AND EXPENSES:
   Lease operating                              $199,551          $212,573
   Production tax                                 32,383            27,874
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 143,796           119,141
   General and administrative
      (Note 2)                                    61,302            63,330
                                                --------          --------
                                                $437,032          $422,918
                                                --------          --------

NET INCOME                                      $283,129          $  6,237
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 19,747          $  4,853
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $263,382          $  1,384
                                                ========          ========
NET INCOME per unit                             $   1.19          $    .01
                                                ========          ========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,621,650        $1,660,573
   Interest income                                 7,781            16,294
   Gain on sale of oil and
      gas properties                              18,156            27,168
                                              ----------        ----------
                                              $1,647,587        $1,704,035

COSTS AND EXPENSES:
   Lease operating                            $  675,905        $  780,879
   Production tax                                 76,164           119,269
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 404,367           423,084
   General and administrative
      (Note 2)                                   201,746           201,107
                                              ----------        ----------
                                              $1,358,182        $1,524,339
                                              ----------        ----------

NET INCOME                                    $  289,405        $  179,696
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   30,256        $   25,093
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  259,149        $  154,603
                                              ==========        ==========
NET INCOME per unit                           $     1.17        $      .70
                                              ==========        ==========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)

                                                 1999              1998
                                              ---------         -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $289,405          $  179,696
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                             404,367             423,084
      Gain on sale of oil and gas
        properties                           (  18,156)        (    27,168)
      (Increase) decrease in accounts
        receivable - oil and gas sales       ( 134,768)            240,163
      Decrease in accounts receivable -
        other                                    9,631                   -
      Decrease in accounts payable           (  61,893)        (    28,399)
                                              --------          ----------
Net cash provided by operating
   activities                                 $488,586          $  787,376
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($ 78,236)         $        -
   Proceeds from sale of oil and
      gas properties                            19,893              59,837
                                              --------          ----------
Net cash provided (used) by
   investing activities                      ($ 58,343)         $   59,837
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($304,866)        ($1,028,256)
                                              --------          ----------
Net cash used by financing activities        ($304,866)        ($1,028,256)
                                              --------          ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $125,377         ($  181,043)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         316,761             541,382
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $442,138          $  360,339
                                              ========          ==========


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




                                      -25-





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

                                     ASSETS


                                             September 30,     December 31,
                                                 1999              1998
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  264,280       $  169,558
   Accounts receivable:
      Oil and gas sales                           254,743          163,801
      Other                                             -            6,369
                                               ----------       ----------
        Total current assets                   $  519,023       $  339,728

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,221,654        1,427,362

DEFERRED CHARGE                                    50,380           50,380
                                               ----------       ----------
                                               $1,791,057       $1,817,470
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   45,890       $   73,835
   Gas imbalance payable                           60,315           60,315
                                               ----------       ----------
        Total current liabilities              $  106,205       $  134,150

ACCRUED LIABILITY                              $  111,221       $  111,221

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   93,594)     ($   99,974)
   Limited Partners, issued and
      outstanding, 121,925 units                1,667,225        1,672,073
                                               ----------       ----------
        Total Partners' capital                $1,573,631       $1,572,099
                                               ----------       ----------
                                               $1,791,057       $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 SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $440,935          $246,676
   Interest income                                 1,924             2,339
   Gain (loss) on sale of oil
      and gas properties                          13,109         (      95)
                                                --------          --------
                                                $455,968          $248,920

COSTS AND EXPENSES:
   Lease operating                              $124,379          $131,326
   Production tax                                 19,702            15,587
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  89,412            71,620
   General and administrative
      (Note 2)                                    33,766            34,867
                                                --------          --------
                                                $267,259          $253,400
                                                --------          --------

NET INCOME (LOSS)                               $188,709         ($  4,480)
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 12,916          $  2,524
                                                ========          ========
LIMITED PARTNERS - NET INCOME (LOSS)            $175,793         ($  7,004)
                                                ========          ========
NET INCOME (LOSS) per unit                      $   1.44         ($    .06)
                                                ========          ========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,004,949          $  992,166
   Interest income                                 4,249               9,097
   Gain on sale of oil and
      gas properties                              13,064              23,094
                                              ----------          ----------
                                              $1,022,262          $1,024,357

COSTS AND EXPENSES:
   Lease operating                            $  449,999          $  492,410
   Production tax                                 46,104              67,892
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 246,708             258,962
   General and administrative
      (Note 2)                                   111,232             110,743
                                              ----------          ----------
                                              $  854,043          $  930,007
                                              ----------          ----------

NET INCOME                                    $  168,219          $   94,350
                                              ==========          ==========
GENERAL PARTNER - NET INCOME                  $   18,067          $   14,621
                                              ==========          ==========
LIMITED PARTNERS - NET INCOME                 $  150,152          $   79,729
                                              ==========          ==========
NET INCOME per unit                           $     1.23          $      .65
                                              ==========          ==========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


                                                  1999             1998
                                                ---------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $168,219        $ 94,350
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               246,708         258,962
      Gain on sale of oil and gas
        properties                             (  13,064)      (  23,094)
      Decrease in accounts receivable -
        General Partner                                -          13,140
      (Increase) decrease in accounts
        receivable - oil and gas sales         (  90,942)        135,732
      Decrease in accounts receivable -
        other                                      6,369               -
      Decrease in accounts payable             (  27,945)      (  21,723)
                                                --------        --------
Net cash provided by operating
   activities                                   $289,345        $457,367
                                                --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 41,152)      ($  7,883)
   Proceeds from sale of oil and
      gas properties                              13,216          33,722
                                                --------        --------
Net cash provided (used) by
   investing activities                        ($ 27,936)       $ 25,839
                                                --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($166,687)      ($646,417)
                                                --------        --------
Net cash used by financing activities          ($166,687)      ($646,417)
                                                --------        --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $ 94,722       ($163,211)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           169,558         351,163
                                                --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $264,280        $187,952
                                                ========        ========

                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
                               SEPTEMBER 30, 1999
                                   (Unaudited)


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

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




                                      -30-





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

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

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

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

      The Partnerships'  partnership agreements provide for reimbursement to the
      General Partner for all direct general and administrative expenses and for
      the general and  administrative  overhead  applicable to the  Partnerships
      based on an allocation of actual costs  incurred.  During the three months
      ended  September 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                 $3,598                 $ 69,468
               III-B                  1,887                   36,405
               III-C                  3,318                   64,353
               III-D                  1,776                   34,476
               III-E                  5,674                  110,070
               III-F                  3,018                   58,284
               III-G                  1,681                   32,085






                                      -31-





      During the nine months ended  September  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                $30,847                 $208,404
               III-B                 16,255                  109,215
               III-C                 29,192                  193,059
               III-D                 16,796                  103,428
               III-E                 53,486                  330,210
               III-F                 26,894                  174,852
               III-G                 14,977                   96,255

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






                                      -32-





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  September  30, 1999 and the net revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

      During the nine months  ended  September  30, 1999,  capital  expenditures
      incurred by the III-E,  III-F,  and III-G  Partnerships  totaled  $91,835,
      $78,236, and $41,152, 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.  The  General  Partner  has elected 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 in 1998 and early 1999 were at or
      near their  lowest  level in the past decade due  primarily  to the global
      surplus of crude oil. Oil prices have since  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  SEPTEMBER  30, 1999 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                            Three Months Ended September 30,
                                            --------------------------------
                                                    1999            1998
                                                  --------        --------
      Oil and gas sales                           $594,498        $428,407
      Oil and gas production expenses             $152,903        $140,153
      Barrels produced                               9,173           7,908
      Mcf produced                                 162,850         168,184
      Average price/Bbl                           $  20.02        $  11.93
      Average price/Mcf                           $   2.52        $   1.99

      As shown in the table above,  total oil and gas sales  increased  $166,091
      (38.8%) for the three months ended  September  30, 1999 as compared to the
      three months ended  September  30, 1998. Of this  increase,  approximately
      $74,000  and  $87,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold.  Volumes of oil sold  increased  1,265
      barrels,  while  volumes  of gas sold  decreased  5,334  Mcf for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998.  The increase in volumes of oil sold was primarily due
      to the successful workover of one significant well during the three months
      ended September 30, 1999.  Average oil and gas prices  increased to $20.02
      per barrel and $2.52 per Mcf,  respectively,  for the three  months  ended
      September 30, 1999 from $11.93 per barrel and $1.99 per Mcf, respectively,
      for the three months ended September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $12,750  (9.1%) for the three  months ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      25.7% for the three  months  ended  September  30, 1999 from 32.7% for the
      three  months  ended  September  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  $7,158 (6.3%) for the three months ended  September 30, 1999 as
      compared to the three months ended  September 30, 1998. As a percentage of
      oil and gas sales,  this  expense  decreased to 18.0% for the three months
      ended  September 30, 1999 from 26.6% for the three months ended  September
      30, 1998. This  percentage  decrease was primarily due to the increases in
      the average prices of oil and gas sold.





                                      -36-






      General and administrative  expenses decreased $2,415 (3.2%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased  to 12.3% for the three  months  ended  September  30, 1999 from
      17.6% for the three  months ended  September  30,  1998.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   1999             1998
                                                ----------       ----------
      Oil and gas sales                         $1,528,277       $1,573,580
      Oil and gas production expenses           $  419,880       $  439,744
      Barrels produced                              27,420           27,025
      Mcf produced                                 527,937          567,122
      Average price/Bbl                         $    15.31       $    13.01
      Average price/Mcf                         $     2.10       $     2.15

      As shown in the table  above,  total oil and gas sales  decreased  $45,303
      (2.9%) for the nine  months  ended  September  30, 1999 as compared to the
      nine months ended  September  30, 1998.  Of this  decrease,  approximately
      $84,000 was related to a decrease in volumes of gas sold and approximately
      $29,000 was related to a decrease in the average price of gas sold.  These
      decreases  were  partially  offset by increases of  approximately  $63,000
      related to an increase in the average price of oil sold and  approximately
      $5,000 related to an increase in volumes of oil sold.  Volumes of oil sold
      increased 395 barrels,  while volumes of gas sold decreased 39,185 Mcf for
      the nine months  ended  September  30, 1999 as compared to the nine months
      ended  September  30,  1998.  Average oil prices  increased  to $15.31 per
      barrel for the nine months ended September 30, 1999 from $13.01 per barrel
      for the nine months ended September 30, 1998. Average gas prices decreased
      to $2.10 per Mcf for the nine months ended  September  30, 1999 from $2.15
      per Mcf for the nine months ended September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $19,864  (4.5%) for the nine  months  ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998.  As a  percentage  of oil and gas  sales,  these  expenses  remained
      relatively  constant at 27.5% for the nine months ended September 30, 1999
      and 27.9% for the nine months ended September 30, 1998.





                                      -37-






      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $45,993 (11.9%) for the nine months ended September 30, 1999 as
      compared to the nine months ended  September  30, 1998.  This decrease was
      primarily  due to (i) the  decrease in volumes of 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
      22.2% for the nine months ended September 30, 1999 from 24.5% for the nine
      months ended September 30, 1998.

      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 1999 as compared to the nine months ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      remained  relatively constant at 15.7% for the nine months ended September
      30, 1999 and 15.2% for the nine months ended September 30, 1998.

      The Limited Partners have received cash  distributions  through  September
      30, 1999 totaling  $25,740,701 or 97.51% of the Limited  Partners' capital
      contributions.

      III-B PARTNERSHIP

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

                                              Three Months Ended September 30,
                                              --------------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $380,078         $267,275
      Oil and gas production expenses             $ 97,294         $ 97,763
      Barrels produced                               9,039            7,848
      Mcf produced                                  79,004           87,673
      Average price/Bbl                           $  19.96         $  12.54
      Average price/Mcf                           $   2.53         $   1.93

      As shown in the table above,  total oil and gas sales  increased  $112,803
      (42.2%) for the three months ended  September  30, 1999 as compared to the
      three months ended  September  30, 1998. Of this  increase,  approximately
      $67,000  and  $47,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold and  approximately  $15,000 was related
      to an  increase in volumes of oil sold.  These  increases  were  partially
      offset by a decrease  of  approximately  $16,000  related to a decrease in
      volumes of gas sold.  Volumes of oil sold increased  1,191 barrels,  while
      volumes  of gas  sold  decreased  8,669  Mcf for the  three  months  ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998.  The  increase  in  volumes  of oil  sold was  primarily  due to the
      successful workover of one




                                      -38-





      significant  well during the three months ended  September  30, 1999.  The
      decrease in volumes of gas sold was primarily  due to (i) normal  declines
      in production and (ii) the sale of several wells during 1998.  Average oil
      and gas  prices  increased  to  $19.96  per  barrel  and  $2.53  per  Mcf,
      respectively,  for the three months ended  September  30, 1999 from $12.54
      per barrel and $1.93 per Mcf,  respectively,  for the three  months  ended
      September 30, 1998.

      The III-B Partnership sold certain oil and gas properties during the three
      months  ended  September  30, 1998 and  recognized  a $32,404 gain on such
      sales.  No such sales occurred during the three months ended September 30,
      1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) remained  relatively constant for the three months ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      25.6% for the three  months  ended  September  30, 1999 from 36.6% for the
      three  months  ended  September  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  $7,246 (10.2%) for the three months ended September 30, 1999 as
      compared to the three months ended  September 30, 1998.  This decrease was
      primarily  due to 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 16.8% for the three months ended  September 30,
      1999 from  26.6% for the three  months  ended  September  30,  1998.  This
      percentage  decrease  was  primarily  due to the  increases in the average
      prices of oil and gas sold.

      General and administrative  expenses decreased $1,269 (3.2%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased  to 10.1% for the three  months  ended  September  30, 1999 from
      14.8% for the three  months ended  September  30,  1998.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.





                                      -39-






      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $880,919         $957,758
      Oil and gas production expenses             $262,971         $282,448
      Barrels produced                              24,565           26,493
      Mcf produced                                 233,954          284,710
      Average price/Bbl                           $  15.82         $  13.48
      Average price/Mcf                           $   2.10         $   2.11

      As shown in the table  above,  total oil and gas sales  decreased  $76,839
      (8.0%) for the nine  months  ended  September  30, 1999 as compared to the
      nine months ended  September  30, 1998.  Of this  decrease,  approximately
      $26,000 and $107,000,  respectively,  were related to decreases in volumes
      of oil and gas sold.  These decreases were partially offset by an increase
      of  approximately  $57,000  related to an increase in the average price of
      oil sold.  Volumes of oil and gas sold decreased  1,928 barrels and 50,756
      Mcf,  respectively,  for the  nine  months  ended  September  30,  1999 as
      compared to the nine months  ended  September  30,  1998.  The decrease in
      volumes  of  gas  sold  was  primarily  due  to  (i)  normal  declines  in
      production,  (ii) the  receipt  of a  reduced  percentage  of sales on one
      significant  well during the nine months ended  September  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 $15.82 per barrel for the nine months  ended  September  30,
      1999 from $13.48 per barrel for the nine months ended  September 30, 1998.
      Average gas prices remained  relatively  constant at $2.10 per Mcf for the
      nine months ended September 30, 1999 and $2.11 per Mcf for the nine months
      ended September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $19,477  (6.9%) for the nine  months  ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998.  As a  percentage  of oil and gas  sales,  these  expenses  remained
      relatively  constant at 29.9% for the nine months ended September 30, 1999
      and 29.5% for the nine months ended September 30, 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $51,362 (21.9%) for the nine months ended September 30, 1999 as
      compared to the nine months ended  September  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




                                      -40-





      gas sales,  this  expense  decreased  to 20.8% for the nine  months  ended
      September  30, 1999 from 24.5% for the nine  months  ended  September  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
      nine months ended  September 30, 1999 as compared to the nine months ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      increased to 14.2% for the nine months ended September 30, 1999 from 13.1%
      for the nine months ended September 30, 1998.

      The Limited Partners have received cash  distributions  through  September
      30, 1999  totaling  $14,952,353  or 108.09% of Limited  Partners'  capital
      contributions.

      III-C PARTNERSHIP

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

                                            Three Months Ended September 30,
                                            --------------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $701,079         $580,014
      Oil and gas production expenses             $175,722         $169,481
      Barrels produced                               5,559            5,424
      Mcf produced                                 247,336          307,257
      Average price/Bbl                           $  20.69         $  14.00
      Average price/Mcf                           $   2.37         $   1.64

      As shown in the table above,  total oil and gas sales  increased  $121,065
      (20.9%) for the three months ended  September  30, 1999 as compared to the
      three months ended  September  30, 1998. Of this  increase,  approximately
      $37,000 and  $180,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold.  These increases were partially offset
      by a decrease of approximately $98,000 related to a decrease in volumes of
      gas sold. Volumes of oil sold increased 135 barrels,  while volumes of gas
      sold decreased 59,921 Mcf for the three months ended September 30, 1999 as
      compared to the three months  ended  September  30, 1998.  The decrease in
      volumes  of  gas  sold  was  primarily  due  to  (i)  normal  declines  in
      production,  (ii)  positive  prior period volume  adjustments  made by the
      purchasers  on three  significant  wells  during  the three  months  ended
      September 30, 1998,  and (iii) the sale of several wells in 1998.  Average
      oil and gas  prices  increased  to $20.69  per  barrel  and $2.37 per Mcf,
      respectively,  for the three months ended  September  30, 1999 from $14.00
      per barrel and $1.64 per Mcf,  respectively,  for the three  months  ended
      September 30, 1998.




                                      -41-






      The III-C Partnership sold certain oil and gas properties during the three
      months  ended  September  30, 1998 and  recognized  a $34,561 gain on such
      sales.  No such sales occurred during the three months ended September 30,
      1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $6,241  (3.7%) for the three  months  ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      25.1% for the three  months  ended  September  30, 1999 from 29.2% for the
      three  months  ended  September  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 $37,584 (24.0%) for the three months ended September 30, 1999 as
      compared to the three months ended  September 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
      17.0% for the three  months  ended  September  30, 1999 from 27.0% for the
      three  months  ended  September  30, 1998.  This  percentage  decrease was
      primarily due to the increases in average prices of oil and gas sold.

      General and administrative  expenses decreased $2,265 (3.2%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased to 9.7% for the three months ended September 30, 1999 from 12.1%
      for the three months ended September 30, 1998.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                               Nine Months Ended September 30,
                                               -------------------------------
                                                     1999            1998
                                                  ----------     ----------
      Oil and gas sales                           $1,758,244     $1,814,170
      Oil and gas production expenses             $  468,686     $  498,893
      Barrels produced                                17,591         18,218
      Mcf produced                                   763,256        843,070
      Average price/Bbl                           $    16.11     $    14.38
      Average price/Mcf                           $     1.93     $     1.84

      As shown in the table  above,  total oil and gas sales  decreased  $55,926
      (3.1%) for the nine months ended September




                                      -42-





      30, 1999 as compared to the nine months ended  September 30, 1998. Of this
      decrease, approximately $9,000 and $147,000, respectively, were related to
      decreases in volumes of oil and gas sold.  These  decreases were partially
      offset by increases of  approximately  $30,000 and $70,000,  respectively,
      related to increases in the average prices of oil and gas sold. Volumes of
      oil and gas sold decreased 627 barrels and 79,814 Mcf,  respectively,  for
      the nine months  ended  September  30, 1999 as compared to the nine months
      ended September 30, 1998.  Average oil and gas prices  increased to $16.11
      per  barrel and $1.93 per Mcf,  respectively,  for the nine  months  ended
      September 30, 1999 from $14.38 per barrel and $1.84 per Mcf, respectively,
      for the nine months ended September 30, 1998.

      The III-C  Partnership sold certain oil and gas properties during the nine
      months ended  September 30, 1999 and recognized a $524 gain on such sales.
      Sales of oil and gas properties during the nine months ended September 30,
      1998 resulted in the III-C Partnership  recognizing similar gains totaling
      $439,894.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $30,207  (6.1%) for the nine  months  ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      26.7% for the nine months ended September 30, 1999 from 27.5% for the nine
      months ended September 30, 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $70,442 (16.0%) for the nine months ended September 30, 1999 as
      compared to the nine months ended  September  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 decreases in volumes of
      oil and gas sold.  As a  percentage  of oil and gas  sales,  this  expense
      decreased to 21.0% for the nine months ended September 30, 1999 from 24.2%
      for the nine months ended September 30, 1998. This percentage decrease was
      primarily due to the  increases in the average  prices of oil and gas sold
      and the dollar decrease in depreciation, depletion, and amortization.

      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 1999 as compared to the nine months ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      remained  relatively constant at 12.6% for the nine months ended September
      30, 1999 and 12.3% for the nine months ended September 30, 1998.




                                      -43-






      The Limited Partners have received cash  distributions  through  September
      30,  1999  totaling  $18,071,795  or 73.90% of Limited  Partners'  capital
      contributions.

      III-D PARTNERSHIP

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

                                              Three Months Ended September 30,
                                              --------------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $543,247         $436,235
      Oil and gas production expenses             $176,953         $176,221
      Barrels produced                               7,591            8,152
      Mcf produced                                 169,113          212,093
      Average price/Bbl                           $  18.60         $  10.70
      Average price/Mcf                           $   2.38         $   1.65

      As shown in the table above,  total oil and gas sales  increased  $107,012
      (24.5%) for the three months ended  September  30, 1999 as compared to the
      three months ended  September  30, 1998. Of this  increase,  approximately
      $60,000 and  $124,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold.  These increases were partially offset
      by a decrease of approximately $71,000 related to a decrease in volumes of
      gas sold.  Volumes of oil and gas sold  decreased  561  barrels and 42,980
      Mcf,  respectively,  for the three  months  ended  September  30,  1999 as
      compared to the three months  ended  September  30, 1998.  The decrease in
      volumes of gas sold was primarily due to (i) normal declines in production
      and (ii) positive prior period volume  adjustments  made by the purchasers
      on two significant wells during the three months ended September 30, 1998.
      Average  oil and gas prices  increased  to $18.60 per barrel and $2.38 per
      Mcf,  respectively,  for the three  months ended  September  30, 1999 from
      $10.70 per barrel and $1.65 per Mcf,  respectively,  for the three  months
      ended September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) remained  relatively constant for the three months ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      32.6% for the three  months  ended  September  30, 1999 from 40.4% for the
      three  months  ended  September  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 $21,608 (24.7%) for the three months ended September 30, 1999 as
      compared to the three months ended  September 30, 1998.  This decrease was
      primarily due




                                      -44-





      to (i) the  decreases  in volumes of oil and gas sold and (ii) a reduction
      in the  depletable  base of oil and gas  properties  due to an  impairment
      provision  recorded  during the fourth  quarter  of 1998.  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 12.1% for
      the three months ended  September 30, 1999 from 20.0% for the three months
      ended September 30, 1998.  This  percentage  decrease was primarily due to
      the increases in the average prices of oil and gas sold.

      General and administrative  expenses decreased $1,213 (3.2%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased to 6.7% for the three months ended  September 30, 1999 from 8.6%
      for the three months ended September 30, 1998.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   1999             1998
                                                ----------       ----------
      Oil and gas sales                         $1,410,133       $1,348,399
      Oil and gas production expenses           $  521,769       $  514,390
      Barrels produced                              27,307           28,444
      Mcf produced                                 540,394          560,692
      Average price/Bbl                         $    13.76       $    12.08
      Average price/Mcf                         $     1.91       $     1.79

      As shown in the table  above,  total oil and gas sales  increased  $61,734
      (4.6%) for the nine  months  ended  September  30, 1999 as compared to the
      nine months ended  September  30, 1998.  Of this  increase,  approximately
      $46,000  and  $66,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold.  These increases were partially offset
      by decreases of approximately $14,000 and $36,000,  respectively,  related
      to decreases  in volumes of oil and gas sold.  Volumes of oil and gas sold
      decreased 1,137 barrels and 20,298 Mcf, respectively,  for the nine months
      ended  September  30, 1999 as compared to the nine months ended  September
      30,  1998.  Average oil and gas prices  increased to $13.76 per barrel and
      $1.91 per Mcf, respectively,  for the nine months ended September 30, 1999
      from  $12.08  per  barrel  and $1.79 per Mcf,  respectively,  for the nine
      months ended September 30, 1998.





                                      -45-






      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) remained  relatively  constant for the nine months ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      37.0% for the nine months ended September 30, 1999 from 38.1% for the nine
      months ended September 30, 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $29,039 (11.9%) for the nine months ended September 30, 1999 as
      compared to the nine months ended  September  30, 1998.  This decrease was
      primarily due to (i) the decreases in volumes of oil and gas sold and (ii)
      a reduction in the  depletable  base of oil and gas  properties  due to an
      impairment  provision  recorded  during  the fourth  quarter of 1998.  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
      15.3% for the nine months ended September 30, 1999 from 18.2% for the nine
      months ended September 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 remained  relatively constant for the
      nine months ended  September 30, 1999 as compared to the nine months ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased to 8.5% for the nine months ended  September  30, 1999 from 8.9%
      for the nine months ended September 30, 1998.

      The Limited Partners have received cash  distributions  through  September
      30, 1999 totaling  $9,043,669 or 69.03% of the Limited  Partners'  capital
      contributions.

      III-E PARTNERSHIP

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

                                           Three Months Ended September 30,
                                           --------------------------------
                                                   1999             1998
                                                ----------       ----------
      Oil and gas sales                         $1,877,248       $1,373,883
      Oil and gas production expenses           $  890,635       $  904,399
      Barrels produced                              44,634           50,991
      Mcf produced                                 436,613          461,661
      Average price/Bbl                         $    17.85       $    10.47
      Average price/Mcf                         $     2.47       $     1.82




                                      -46-






      As shown in the table above,  total oil and gas sales  increased  $503,365
      (36.6%) for the three months ended  September  30, 1999 as compared to the
      three months ended  September  30, 1998. Of this  increase,  approximately
      $329,000  and  $286,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by a decrease of approximately $67,000 related to a decrease in volumes of
      oil sold.  Volumes of oil and gas sold decreased  6,357 barrels and 25,048
      Mcf,  respectively,  for the three  months  ended  September  30,  1999 as
      compared to the three months  ended  September  30, 1998.  The decrease in
      volumes of oil sold was  primarily due to normal  declines in  production.
      Average  oil and gas prices  increased  to $17.85 per barrel and $2.47 per
      Mcf,  respectively,  for the three  months ended  September  30, 1999 from
      $10.47 per barrel and $1.82 per Mcf,  respectively,  for the three  months
      ended September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $13,764  (1.5%) for the three  months ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998.  This decrease was  primarily  due to a decrease in lease  operating
      expenses  associated  with the  decreases  in volumes of oil and gas sold.
      This decrease was partially offset by an increase  primarily due to (i) an
      increase in production  taxes  associated with the increase in oil and gas
      sales and (ii) credits  received  during the three months ended  September
      30, 1998 from the operator on one significant  well for prior period lease
      operating  expenses.  As a percentage of oil and gas sales, these expenses
      decreased  to 47.4% for the three  months  ended  September  30, 1999 from
      65.8% for the three  months ended  September  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  $111,149  (44.1%) for the three months ended September 30, 1999
      as compared to the three months ended  September  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. The impairment  provision was related to a 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 7.5% for the three months ended  September  30, 1999
      from 18.3% for the three months ended  September 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.





                                      -47-






      General and administrative  expenses decreased $3,836 (3.2%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased to 6.2% for the three months ended  September 30, 1999 from 8.7%
      for the three months ended September 30, 1998.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   1999             1998
                                                ----------       ----------
      Oil and gas sales                         $4,559,288       $4,995,623
      Oil and gas production expenses           $2,652,989       $2,675,967
      Barrels produced                             152,375          170,935
      Mcf produced                               1,255,776        1,583,559
      Average price/Bbl                         $    13.43       $    11.71
      Average price/Mcf                         $     2.00       $     1.89

      As shown in the table above,  total oil and gas sales  decreased  $436,335
      (8.7%) for the nine  months  ended  September  30, 1999 as compared to the
      nine months ended  September  30, 1998.  Of this  decrease,  approximately
      $217,000 and $620,000,  respectively, were related to decreases in volumes
      of oil and gas sold. These decreases were partially offset by increases of
      approximately $261,000 and $140,000, respectively, related to increases in
      the  average  prices  of oil and gas  sold.  Volumes  of oil and gas  sold
      decreased  18,560  barrels and  327,783  Mcf,  respectively,  for the nine
      months  ended  September  30, 1999 as  compared  to the nine months  ended
      September 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 nine  months  ended
      September 30, 1998 and (ii) normal declines in production. Average oil and
      gas prices increased to $13.43 per barrel and $2.00 per Mcf, respectively,
      for the nine months  ended  September  30, 1999 from $11.71 per barrel and
      $1.89 per Mcf, respectively, for the nine months ended September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) remained  relatively  constant for the nine months ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998.  Decreases  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 were significantly




                                      -48-





      offset by an  increase  primarily  due to a positive  prior  period  lease
      operating expense  adjustment made by the operator on one significant well
      during the nine months ended  September  30, 1999.  As a percentage of oil
      and gas sales, these expenses increased to 58.2% for the nine months ended
      September  30, 1999 from 53.6% for the nine  months  ended  September  30,
      1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $422,673 (49.3%) for the nine months ended September 30, 1999 as
      compared to the nine months ended  September  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 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 nine  months  ended  September  30,  1999 from  17.1% for the nine
      months ended September 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
      nine months ended  September 30, 1999 as compared to the nine months ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      increased to 8.4% for the nine months ended  September  30, 1999 from 7.7%
      for the nine months ended September 30, 1998.

      The Limited Partners have received cash  distributions  through  September
      30, 1999 totaling  $30,862,016 or 73.79% of the Limited  Partners' capital
      contributions.

      III-F PARTNERSHIP

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

                                             Three Months Ended September 30,
                                             --------------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $698,626         $425,564
      Oil and gas production expenses             $231,934         $240,447
      Barrels produced                              12,820           11,651
      Mcf produced                                 205,030          176,592
      Average price/Bbl                           $  19.22         $  11.10
      Average price/Mcf                           $   2.21         $   1.68

      As shown in the table above,  total oil and gas sales  increased  $273,062
      (64.2%) for the three months ended  September  30, 1999 as compared to the
      three months ended




                                      -49-





      September 30, 1998. Of this increase, approximately $104,000 and $108,000,
      respectively,  were related to increases in the average  prices of oil and
      gas sold, and approximately  $48,000 was related to an increase in volumes
      of gas sold.  Volumes  of oil and gas sold  increased  1,169  barrels  and
      28,438 Mcf, respectively, for the three months ended September 30, 1999 as
      compared to the three months  ended  September  30, 1998.  The increase in
      volumes of oil sold was  primarily  due to a negative  prior period volume
      adjustment made by the operator on one  significant  well during the three
      months ended  September 30, 1998.  The increase in volumes of gas sold was
      primarily  due to a positive  prior period volume  adjustment  made by the
      purchaser on one significant  well during the three months ended September
      30,  1999.  Average oil and gas prices  increased to $19.22 per barrel and
      $2.21 per Mcf, respectively, for the three months ended September 30, 1999
      from  $11.10  per barrel  and $1.68 per Mcf,  respectively,  for the three
      months ended September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $8,513  (3.5%) for the three  months  ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      33.2% for the three  months  ended  September  30, 1999 from 56.5% for the
      three  months  ended  September  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
      increased $24,655 (20.7%) for the three months ended September 30, 1999 as
      compared to the three months ended  September 30, 1998.  This increase was
      primarily due to (i) the increases in volumes of oil and gas sold and (ii)
      downward  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 20.6% for the three  months  ended  September  30, 1999 from
      28.0% for the three  months ended  September  30,  1998.  This  percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold.

      General and administrative  expenses decreased $2,028 (3.2%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      decreased to 8.8% for the three months ended September 30, 1999 from 14.9%
      for the three months ended September 30, 1998.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.





                                      -50-






      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                   1999              1998
                                                ----------        ----------
      Oil and gas sales                         $1,621,650        $1,660,573
      Oil and gas production expenses           $  752,069        $  900,148
      Barrels produced                              42,836            42,624
      Mcf produced                                 535,860           619,604
      Average price/Bbl                         $    14.66        $    12.99
      Average price/Mcf                         $     1.85        $     1.79

      As shown in the table  above,  total oil and gas sales  decreased  $38,923
      (2.3%) for the nine  months  ended  September  30, 1999 as compared to the
      nine months ended  September  30, 1998.  Of this  decrease,  approximately
      $150,000 was related to a decrease in volumes of gas sold,  which decrease
      was partially  offset by increases of  approximately  $72,000 and $36,000,
      respectively,  related to increases  in the average  prices of oil and gas
      sold. Volumes of oil sold increased 212 barrels, while volumes of gas sold
      decreased  83,744 Mcf for the nine  months  ended  September  30,  1999 as
      compared to the nine months  ended  September  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
      nine  months  ended  September  30,  1998,  (ii)  the  shutting-in  of one
      significant well during the nine months ended September 30, 1999 following
      an unsuccessful workover,  and (iii) normal declines in production.  These
      decreases  were  partially  offset  by  a  positive  prior  period  volume
      adjustment made by the purchaser on one  significant  well during the nine
      months ended September 30, 1999.  Average oil and gas prices  increased to
      $14.66  per barrel and $1.85 per Mcf,  respectively,  for the nine  months
      ended  September  30,  1999  from  $12.99  per  barrel  and $1.79 per Mcf,
      respectively, for the nine months ended September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $148,079  (16.5%) for the nine months ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998.  This decrease was primarily due to (i) the reversal during the nine
      months ended  September 30, 1999 of a litigation  accrual no longer deemed
      necessary  by  management,   (ii)  workover   expenses   incurred  on  two
      significant wells during the nine months ended September 30, 1998 in order
      to  improve  the  recovery  of  reserves,   (iii)  positive  prior  period
      production tax  adjustments  made by the purchaser on several wells during
      the nine months ended September 30, 1998, and (iv) negative




                                      -51-





      prior  period  production  tax  adjustments  made by the  purchaser on one
      significant  well during the nine months ended  September 30, 1999.  These
      decreases were partially  offset by a positive prior period  adjustment of
      lease operating expenses made by the operator on another  significant well
      during the nine months ended  September  30, 1999.  As a percentage of oil
      and gas sales, these expenses decreased to 46.4% for the nine months ended
      September  30, 1999 from 54.2% for the nine  months  ended  September  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  $18,717 (4.4%) for the nine months ended  September 30, 1999 as
      compared to the nine months ended  September  30, 1998. As a percentage of
      oil and gas sales,  this  expense  decreased  to 24.9% for the nine months
      ended  September  30, 1999 from 25.5% for the nine months ended  September
      30, 1998.

      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 1999 as compared to the nine months ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      remained  relatively constant at 12.4% for the nine months ended September
      30, 1999 and 12.1% for the nine months ended September 30, 1998.

      The Limited Partners have received cash  distributions  through  September
      30,  1999  totaling  $11,414,904  or 51.54% of Limited  Partners'  capital
      contributions.

      III-G PARTNERSHIP

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

                                            Three Months Ended September 30,
                                            --------------------------------
                                                    1999             1998
                                                  --------         --------
      Oil and gas sales                           $440,935         $246,676
      Oil and gas production expenses             $144,081         $146,913
      Barrels produced                               9,897            8,422
      Mcf produced                                 114,797           92,235
      Average price/Bbl                           $  18.73         $  11.17
      Average price/Mcf                           $   2.23         $   1.65

      As shown in the table above,  total oil and gas sales  increased  $194,259
      (78.8%) for the three months ended  September  30, 1999 as compared to the
      three months ended  September  30, 1998. Of this  increase,  approximately
      $75,000 and $66,000, respectively, were related to increases in the




                                      -52-





      average prices of oil and gas sold and  approximately  $37,000 was related
      to an  increase  in  volumes  of gas  sold.  Volumes  of oil and gas  sold
      increased 1,475 barrels and 22,562 Mcf, respectively, for the three months
      ended  September 30, 1999 as compared to the three months ended  September
      30,  1998.  The  increase  in volumes of oil sold was  primarily  due to a
      negative  prior  period  volume  adjustment  made by the  purchaser on one
      significant  well during the three months ended  September  30, 1998.  The
      increase  in volumes  of gas sold was  primarily  due to a positive  prior
      period volume  adjustment  made by the purchaser on one  significant  well
      during the three months  ended  September  30,  1999.  Average oil and gas
      prices increased to $18.73 per barrel and $2.23 per Mcf, respectively, for
      the three months ended September 30, 1999 from $11.17 per barrel and $1.65
      per Mcf, respectively, for the three months ended September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $2,832  (1.9%) for the three  months  ended
      September  30, 1999 as compared to the three  months ended  September  30,
      1998. As a percentage of oil and gas sales,  these  expenses  decreased to
      32.7% for the three  months  ended  September  30, 1999 from 59.6% for the
      three  months  ended  September  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
      increased $17,792 (24.8%) for the three months ended September 30, 1999 as
      compared to the three months ended  September 30, 1998.  This increase was
      primarily  due to the  increases  in  volumes  of oil and gas  sold.  As a
      percentage of oil and gas sales,  this expense  decreased to 20.3% for the
      three  months  ended  September  30, 1999 from 29.0% for the three  months
      ended September 30, 1998.  This  percentage  decrease was primarily due to
      the increases in the average prices of oil and gas sold.

      General and administrative  expenses decreased $1,101 (3.2%) for the three
      months  ended  September  30, 1999 as compared to the three  months  ended
      September 30, 1998.  As a percentage  of oil and gas sales these  expenses
      decreased to 7.7% for the three months ended September 30, 1999 from 14.1%
      for the three months ended September 30, 1998.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.





                                      -53-






      NINE MONTHS  ENDED  SEPTEMBER  30, 1999  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1998.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   1999              1998
                                                ----------         --------
      Oil and gas sales                         $1,004,949         $992,166
      Oil and gas production expenses           $  496,103         $560,302
      Barrels produced                              31,383           30,438
      Mcf produced                                 292,301          333,578
      Average price/Bbl                         $    14.60         $  12.97
      Average price/Mcf                         $     1.87         $   1.79

      As shown in the table  above,  total oil and gas sales  increased  $12,783
      (1.3%) for the nine  months  ended  September  30, 1999 as compared to the
      nine months ended  September  30, 1998.  Of this  increase,  approximately
      $51,000  and  $23,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold and  approximately  $12,000 was related
      to an  increase in volumes of oil sold.  These  increases  were  partially
      offset by a decrease  of  approximately  $74,000  related to a decrease in
      volumes of gas sold.  Volumes of oil sold  increased  945  barrels,  while
      volumes  of gas  sold  decreased  41,277  Mcf for the  nine  months  ended
      September  30, 1999 as compared to the nine  months  ended  September  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 nine months ended  September 30, 1998,  (ii)
      the  shutting-in  of one  significant  well during the nine  months  ended
      September 30, 1999 following an  unsuccessful  workover,  and (iii) normal
      declines  in  production.  These  decreases  were  partially  offset  by a
      positive  prior  period  volume  adjustment  made by the  purchaser on one
      significant well during the nine months ended September 30, 1999.  Average
      oil and gas  prices  increased  to $14.60  per  barrel  and $1.87 per Mcf,
      respectively, for the nine months ended September 30, 1999 from $12.97 per
      barrel  and  $1.79  per  Mcf,  respectively,  for the  nine  months  ended
      September 30, 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $64,199  (11.5%) for the nine months  ended
      September  30, 1999 as compared to the nine  months  ended  September  30,
      1998.  This decrease was primarily due to (i) the reversal during the nine
      months ended  September 30, 1999 of a litigation  accrual no longer deemed
      necessary  by  management,   (ii)  workover   expenses   incurred  on  two
      significant wells during the nine months ended September 30, 1998 in order
      to  improve  the  recovery  of  reserves,   (iii)  positive  prior  period
      production tax adjustments made by the purchasers on several wells during




                                      -54-





      the nine months ended  September 30, 1998,  and (iv) negative prior period
      production tax adjustments  made by the purchaser on one significant  well
      during the nine months ended  September  30, 1999.  These  decreases  were
      partially offset by a positive prior period  adjustment of lease operating
      expenses  on  another  significant  well  during  the  nine  months  ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 49.4% for the nine months ended September 30, 1999 from 56.5%
      for the nine months ended September 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  $12,254 (4.7%) for the nine months ended  September 30, 1999 as
      compared to the nine months ended  September  30, 1998. As a percentage of
      oil and gas sales,  this  expense  decreased  to 24.5% for the nine months
      ended  September  30, 1999 from 26.1% for the nine months ended  September
      30, 1998.

      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 1999 as compared to the nine months ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      remained  relatively constant at 11.1% for the nine months ended September
      30, 1999 and 11.2% for the nine months ended September 30, 1998.

      The Limited Partners have received cash  distributions  through  September
      30,  1999  totaling  $6,002,287  or 49.23% 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.





                                      -55-






      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.

      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 has
      addressed each of the three Y2K areas  discussed above through a readiness
      process that:

      1.    increased the awareness of the issue among key employees;
      2.    identified areas of potential risk;
      3.    assessed the relative  impact of these  risks and  Samson's  ability
            to manage them; and
      4.    remediated the 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 November 1, 1999,  Samson is in the
      final stages of implementation of a Y2K plan, as summarized below:





                                      -56-






      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.

      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. All of the Y2K upgrades have been completed.
      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 currently Y2K  compliant.  The costs of all such risk
      assessments and remediation were not 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.





                                      -57-





      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.

      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,




                                      -58-





      the  integrity  of   telecommunication   systems,  and  the  readiness  of
      commercial banks to execute electronic fund transfers.

      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  perceived  a  significant  risk  of  Y2k
      non-compliance by banks and other significant  vendors that would have had
      a material  impact on Samson's  business,  Samson  undertook joint testing
      during 1999, and any identified problems have been resolved.

      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.




                                      -59-





ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK.

            The Partnerships do not hold any market risk sensitive instruments.






                                      -60-





                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

27.1  Financial Data Schedule containing summary financial information extracted
      from the III-A Partnership's financial statements as of September 30, 1999
      and for the nine months ended September 30, 1999, filed herewith.

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

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

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

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

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

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

      All other exhibits are omitted as inapplicable.







                                      -61-






(b) Reports on Form 8-K.

            Current Report on Form 8-K filed during the third quarter of 1999:

            Date of Event:                      September 27, 1999
            Date filed with the SEC:            September 27, 1999
            Items Included:                     Item 5 - Other Events
                                                Item 7 - Exhibits





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


Date:  November 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  September  30,  1999  and for the nine
            months ended September 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  September  30,  1999  and for the nine
            months ended September 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  September  30,  1999  and for the nine
            months ended September 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  September  30,  1999  and for the nine
            months ended September 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  September  30,  1999  and for the nine
            months ended September 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  September  30,  1999  and for the nine
            months ended September 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  September  30,  1999  and for the nine
            months ended September 30, 1999, filed herewith.

            All other exhibits are omitted as inapplicable.



                                      -64-