SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarter ended June 30, 2002

Commission File Number:

      III-A:  0-18302         III-B:  0-18636         III-C:  0-18634
      III-D:  0-18936         III-E:  0-19010         III-F:  0-19102
      III-G:  0-19563

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
            ---------------------------------------------------------
             (Exact name of Registrant as specified in its Articles)


                                III-A  73-1352993   III-B  73-1358666
                                III-C  73-1356542   III-D  73-1357374
                                III-E  73-1367188   III-F  73-1377737
         Oklahoma                         III-G 73-1377828
- ----------------------------    -------------------------------------
(State or other jurisdiction       (I.R.S. Employer Identification
   of incorporation or                         Number)
     organization)


   Two West Second Street, Tulsa, Oklahoma              74103
   ------------------------------------------------------------
   (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code:(918) 583-1791

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                        Yes     X               No
                            ------                    ------




                                      -1-





                        PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

                                     ASSETS

                                                June 30,       December 31,
                                                  2002             2001
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  694,738       $  874,852
   Accounts receivable:
      Oil and gas sales                           665,907          557,898
                                               ----------       ----------
        Total current assets                   $1,360,645       $1,432,750

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,227,263        1,306,496

DEFERRED CHARGE                                   294,499          347,573
                                               ----------       ----------
                                               $2,882,407       $3,086,819
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  163,497       $  201,567
   Gas imbalance payable                           31,836           31,836
                                               ----------       ----------
        Total current liabilities              $  195,333       $  233,403

ACCRUED LIABILITY                              $   40,963       $   40,963

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   76,937)     ($  114,834)
   Limited Partners, issued and
      outstanding, 263,976 units                2,723,048        2,927,287
                                               ----------       ----------
        Total Partners' capital                $2,646,111       $2,812,453
                                               ----------       ----------
                                               $2,882,407       $3,086,819
                                               ==========       ==========






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



                                      -2-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                 2002              2001
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,028,672        $1,192,527
   Interest income                                 1,285            10,211
   Loss on sale of oil and gas
      properties                                       -       (     1,751)
                                              ----------        ----------
                                              $1,029,957        $1,200,987

COSTS AND EXPENSES:
   Lease operating                            $  201,781        $  197,269
   Production tax                                 27,316            82,879
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  69,610            68,375
   General and administrative
      (Note 2)                                    74,563            72,237
                                              ----------        ----------
                                              $  373,270        $  420,760
                                              ----------        ----------

NET INCOME                                    $  656,687        $  780,227
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   71,805        $   83,155
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  584,882        $  697,072
                                              ==========        ==========
NET INCOME per unit                           $     2.22        $     2.64
                                              ==========        ==========
UNITS OUTSTANDING                                263,976           263,976
                                              ==========        ==========



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


                                      -3-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                  2002             2001
                                              -----------       ----------

REVENUES:
   Oil and gas sales                          $1,988,020        $2,857,403
   Interest income                                 3,654            21,686
   Loss on sale of oil and gas
      properties                                       -       (     1,751)
                                              ----------        ----------
                                              $1,991,674        $2,877,338

COSTS AND EXPENSES:
   Lease operating                            $  425,563        $  300,849
   Production tax                                 67,258           194,797
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 169,056           139,956
   General and administrative
      (Note 2)                                   164,674           161,780
                                              ----------        ----------
                                              $  826,551        $  797,382
                                              ----------        ----------

NET INCOME                                    $1,165,123        $2,079,956
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  131,362        $  218,423
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,033,761        $1,861,533
                                              ==========        ==========
NET INCOME per unit                           $     3.92        $     7.05
                                              ==========        ==========
UNITS OUTSTANDING                                263,976           263,976
                                              ==========        ==========



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


                                      -4-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)

                                                  2002             2001
                                               ----------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $1,165,123       $2,079,956
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                169,056          139,956
      Loss on sale of oil and gas
        properties                                      -            1,751
      (Increase) decrease in accounts
        receivable - oil and gas sales        (   108,009)          42,865
      Decrease in deferred charge                  53,074                -
      Increase (decrease) in accounts
        payable                               (    38,070)         114,884
      Decrease in accrued liability                     -      (     8,095)
                                               ----------       ----------
Net cash provided by operating
   activities                                  $1,241,174       $2,371,317
                                               ----------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($   89,823)     ($   39,624)
                                               ----------       ----------
Net cash used by investing activities         ($   89,823)     ($   39,624)
                                               ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($1,331,465)     ($2,318,137)
                                               ----------       ----------
Net cash used by financing activities         ($1,331,465)     ($2,318,137)
                                               ----------       ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           ($  180,114)      $   13,556

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            874,852          910,878
                                               ----------       ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $  694,738       $  924,434
                                               ==========       ==========


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



                                      -5-




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

                                     ASSETS


                                               June 30,        December 31,
                                                 2002              2001
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  370,634        $  494,899
   Accounts receivable:
      Oil and gas sales                          402,347           329,826
                                              ----------        ----------
        Total current assets                  $  772,981        $  824,725

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 706,677           750,031

DEFERRED CHARGE                                  211,446           255,990
                                              ----------        ----------
                                              $1,691,104        $1,830,746
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  110,745        $  123,265
   Gas imbalance payable                          14,325            14,325
                                              ----------        ----------
        Total current liabilities             $  125,070        $  137,590

ACCRUED LIABILITY                             $   19,358        $   19,358

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   36,120)      ($   67,276)
   Limited Partners, issued and
      outstanding, 138,336 units               1,582,796         1,741,074
                                              ----------        ----------
        Total Partners' capital               $1,546,676        $1,673,798
                                              ----------        ----------
                                              $1,691,104        $1,830,746
                                              ==========        ==========





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



                                      -6-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                 2002              2001
                                               ---------         ---------

REVENUES:
   Oil and gas sales                            $609,122          $673,206
   Interest income                                   649             5,052
   Loss on sale of oil and gas
      properties                                       -         (     739)
                                                --------          --------
                                                $609,771          $677,519

COSTS AND EXPENSES:
   Lease operating                              $141,751          $132,986
   Production tax                                 24,938            47,450
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  41,373            37,639
   General and administrative
      (Note 2)                                    40,967            38,223
                                                --------          --------
                                                $249,029          $256,298
                                                --------          --------

NET INCOME                                      $360,742          $421,221
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 59,806          $ 67,694
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $300,936          $353,527
                                                ========          ========
NET INCOME per unit                             $   2.17          $   2.55
                                                ========          ========
UNITS OUTSTANDING                                138,336           138,336
                                                ========          ========




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


                                      -7-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                 2002             2001
                                             -----------       -----------

REVENUES:
   Oil and gas sales                          $1,207,706        $1,579,056
   Interest income                                 1,938            11,157
   Loss on sale of oil and gas
      properties                                       -       (       739)
                                              ----------        ----------
                                              $1,209,644        $1,589,474

COSTS AND EXPENSES:
   Lease operating                            $  291,184        $  202,118
   Production tax                                 57,883           108,415
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 103,177            76,659
   General and administrative
      (Note 2)                                    94,016            92,544
                                              ----------        ----------
                                              $  546,260        $  479,736
                                              ----------        ----------

NET INCOME                                    $  663,384        $1,109,738
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  113,662        $  175,519
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  549,722        $  934,219
                                              ==========        ==========
NET INCOME per unit                           $     3.97        $     6.75
                                              ==========        ==========
UNITS OUTSTANDING                                138,336           138,336
                                              ==========        ==========




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



                                      -8-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)

                                                   2002             2001
                                                ---------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $663,384        $1,109,738
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               103,177            76,659
      Loss on sale of oil and gas
        properties                                     -               739
      (Increase) decrease in accounts
        receivable - oil and gas sales         (  72,521)           11,217
      Decrease in deferred charge                 44,544                 -
      Increase (decrease) in accounts
        payable                                (  12,520)           83,055
      Decrease in accrued liability                    -       (     6,795)
                                                --------        ----------
Net cash provided by operating
   activities                                   $726,064        $1,274,613
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 59,823)      ($   26,325)
   Proceeds from the sale of oil and
      gas properties                                   -               197
                                                --------        ----------
Net cash used by investing activities          ($ 59,823)      ( $  26,128)
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($790,506)      ($1,278,412)
                                                --------        ----------
Net cash used by financing activities          ($790,506)      ($1,278,412)
                                                --------        ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($124,265)      ($   29,927)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           494,899           496,576
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $370,634        $  466,649
                                                ========        ==========



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



                                      -9-




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

                                     ASSETS


                                               June 30,        December 31,
                                                 2002              2001
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  463,145        $  371,012
   Accounts receivable:
      Oil and gas sales                          455,661           362,134
                                              ----------        ----------
        Total current assets                  $  918,806        $  733,146

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,690,473         1,820,677

DEFERRED CHARGE                                   73,472            73,472
                                              ----------        ----------
                                              $2,682,751        $2,627,295
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   95,849        $   86,399
   Gas imbalance payable                          40,724            40,724
                                              ----------        ----------
        Total current liabilities             $  136,573        $  127,123

ACCRUED LIABILITY                             $  168,448        $  168,448

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  149,388)      ($  175,495)
   Limited Partners, issued and
      outstanding, 244,536 units               2,527,118         2,507,219
                                              ----------        ----------
        Total Partners' capital               $2,377,730        $2,331,724
                                              ----------        ----------
                                              $2,682,751        $2,627,295
                                              ==========        ==========




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



                                      -10-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                  2002             2001
                                                --------        ----------

REVENUES:
   Oil and gas sales                            $714,982        $1,239,788
   Interest income                                   817            11,094
   Gain (loss) on sale of oil and
      gas properties                              17,501       (       606)
                                                --------        ----------
                                                $733,300        $1,250,276

COSTS AND EXPENSES:
   Lease operating                              $107,043        $  139,441
   Production tax                                 41,549            71,631
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  68,651            69,069
   General and administrative
      (Note 2)                                    69,287            67,006
                                                --------        ----------
                                                $286,530        $  347,147
                                                --------        ----------

NET INCOME                                      $446,770        $  903,129
                                                ========        ==========
GENERAL PARTNER - NET INCOME                    $ 50,774        $   47,365
                                                ========        ==========
LIMITED PARTNERS - NET INCOME                   $395,996        $  855,764
                                                ========        ==========
NET INCOME per unit                             $   1.62        $     3.50
                                                ========        ==========
UNITS OUTSTANDING                                244,536           244,536
                                                ========        ==========




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


                                      -11-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                   2002            2001
                                                ----------      ----------

REVENUES:
   Oil and gas sales                            $1,285,551      $3,225,413
   Interest income                                   2,026          22,220
   Gain (loss) on sale of oil and
      gas properties                                17,501     (       606)
                                                ----------      ----------
                                                $1,305,078      $3,247,027

COSTS AND EXPENSES:
   Lease operating                              $  294,886      $  295,898
   Production tax                                   73,777         214,977
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                   136,143         142,647
   General and administrative
      (Note 2)                                     153,662         151,086
                                                ----------      ----------
                                                $  658,468      $  804,608
                                                ----------      ----------

NET INCOME                                      $  646,610      $2,442,419
                                                ==========      ==========
GENERAL PARTNER - NET INCOME                    $   76,711      $  126,716
                                                ==========      ==========
LIMITED PARTNERS - NET INCOME                   $  569,899      $2,315,703
                                                ==========      ==========
NET INCOME per unit                             $     2.33      $     9.47
                                                ==========      ==========
UNITS OUTSTANDING                                  244,536         244,536
                                                ==========      ==========



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



                                      -12-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)
                                                 2002               2001
                                               ---------        -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $646,610         $2,442,419
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                              136,143            142,647
      (Gain) loss on sale of oil and gas
        properties                            (  17,501)               606
      (Increase) decrease in accounts
        receivable - oil and gas sales        (  93,527)           136,951
      Decrease in deferred charge                     -              5,062
      Increase (decrease) in accounts
        payable                                   9,450        (    27,640)
      Increase in accrued liability                   -              7,911
                                               --------         ----------
Net cash provided by operating
   activities                                  $681,175         $2,707,956
                                               --------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($  7,408)       ($  101,374)
   Proceeds from sale of oil and gas
      properties                                 18,970                  -
                                               --------         ----------
Net cash provided (used) by investing
   activities                                  $ 11,562        ($  101,374)
                                               --------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($600,604)       ($2,421,677)
                                               --------         ----------
Net cash used by financing activities         ($600,604)       ($2,421,677)
                                               --------         ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                 $ 92,133         $  184,905

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          371,012            903,268
                                               --------         ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $463,145         $1,088,173
                                               ========         ==========




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



                                      -13-




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

                                     ASSETS


                                               June 30,        December 31,
                                                 2002              2001
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  283,565        $  160,008
   Accounts receivable:
      Oil and gas sales                          327,191           250,386
                                              ----------        ----------
        Total current assets                  $  610,756        $  410,394

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 728,044           735,922

DEFERRED CHARGE                                   11,614            11,614
                                              ----------        ----------
                                              $1,350,414        $1,157,930
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  102,762        $  147,868
                                              ----------        ----------
        Total current liabilities             $  102,762        $  147,868

ACCRUED LIABILITY                             $  210,194        $  210,194

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   47,781)      ($   72,956)
   Limited Partners, issued and
      outstanding, 131,008 units               1,085,239           872,824
                                              ----------        ----------
        Total Partners' capital               $1,037,458        $  799,868
                                              ----------        ----------
                                              $1,350,414        $1,157,930
                                              ==========        ==========





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



                                      -14-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                  2002            2001
                                                --------        --------

REVENUES:
   Oil and gas sales                            $525,911        $799,965
   Interest income                                   328           7,109
   Gain (loss) on sale of oil and gas
      properties                                  15,250       (      52)
                                                --------        --------
                                                $541,489        $807,022

COSTS AND EXPENSES:
   Lease operating                              $128,699        $146,488
   Production tax                                 38,157          53,134
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  28,844          29,842
   General and administrative
      (Note 2)                                    39,555          36,952
                                                --------        --------
                                                $235,255        $266,416
                                                --------        --------

NET INCOME                                      $306,234        $540,606
                                                ========        ========
GENERAL PARTNER - NET INCOME                    $ 33,187        $ 27,869
                                                ========        ========
LIMITED PARTNERS - NET INCOME                   $273,047        $512,737
                                                ========        ========
NET INCOME per unit                             $   2.08        $   3.91
                                                ========        ========
UNITS OUTSTANDING                                131,008         131,008
                                                ========        ========



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


                                      -15-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                  2002              2001
                                                --------        -----------

REVENUES:
   Oil and gas sales                            $934,938        $2,077,012
   Interest income                                   761            14,163
   Gain (loss) on sale of oil and gas
      properties                                  15,250       (        52)
                                                --------        ----------
                                                $950,949        $2,091,123

COSTS AND EXPENSES:
   Lease operating                              $322,205        $  328,732
   Production tax                                 66,519           140,953
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  56,842            61,695
   General and administrative
      (Note 2)                                    90,433            89,178
                                                --------        ----------
                                                $535,999        $  620,558
                                                --------        ----------

NET INCOME                                      $414,950        $1,470,565
                                                ========        ==========
GENERAL PARTNER - NET INCOME                    $ 46,535        $   75,288
                                                ========        ==========
LIMITED PARTNERS - NET INCOME                   $368,415        $1,395,277
                                                ========        ==========
NET INCOME per unit                             $   2.81        $    10.65
                                                ========        ==========
UNITS OUTSTANDING                                131,008           131,008
                                                ========        ==========



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



                                      -16-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                   2002           2001
                                                ---------      -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $414,950        $1,470,565
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                56,842            61,695
      (Gain) loss on sale of oil and gas
        properties                             (  15,250)               52
      (Increase) decrease in accounts
        receivable - oil and gas sales         (  76,805)          110,090
      Decrease in deferred charge                      -             3,234
      Increase (decrease) in accounts
        payable                                (  45,106)           21,008
      Increase in accrued liability                    -            14,003
                                                --------        ----------
Net cash provided by operating
   activities                                   $334,631        $1,680,647
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 49,995)      ($    8,857)
   Proceeds from the sale of oil and
      gas properties                              16,281                 -
                                                --------        ----------
Net cash used by investing activities          ($ 33,714)      ($    8,857)
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($177,360)      ($1,533,565)
                                                --------        ----------
Net cash used by financing activities          ($177,360)      ($1,533,565)
                                                --------        ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $123,557        $  138,225

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           160,008           561,839
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $283,565        $  700,064
                                                ========        ==========



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



                                      -17-




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

                                     ASSETS


                                              June 30,        December 31,
                                                2002              2001
                                            ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                 $  515,801        $  440,024
   Accounts receivable:
      Oil and gas sales                         964,452           687,090
                                             ----------        ----------
        Total current assets                 $1,480,253        $1,127,114

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method              2,752,848         2,553,810

DEFERRED CHARGE                                  87,712            87,712
                                             ----------        ----------
                                             $4,320,813        $3,768,636
                                             ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                          $  531,313        $  773,007
   Gas imbalance payable                          4,991             4,991
                                             ----------        ----------
        Total current liabilities            $  536,304        $  777,998

ACCRUED LIABILITY                            $  317,221        $  317,221

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  205,191)      ($  286,758)
   Limited Partners, issued and
      outstanding, 418,266 units              3,672,479         2,960,175
                                             ----------        ----------
        Total Partners' capital              $3,467,288        $2,673,417
                                             ----------        ----------
                                             $4,320,813        $3,768,636
                                             ==========        ==========






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



                                      -18-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                 2002              2001
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,519,382        $2,240,874
   Interest income                                    76            17,445
   Loss on sale of oil and gas
      properties                                       -       (         7)
                                              ----------        ----------
                                              $1,519,458        $2,258,312

COSTS AND EXPENSES:
   Lease operating                            $  728,630        $  694,574
   Production tax                                104,166           144,083
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  64,451            70,013
   General and administrative
      (Note 2)                                   117,443           115,943
                                              ----------        ----------
                                              $1,014,690        $1,024,613
                                              ----------        ----------

NET INCOME                                    $  504,768        $1,233,699
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   56,270        $   63,614
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  448,498        $1,170,085
                                              ==========        ==========
NET INCOME per unit                           $     1.07        $     2.80
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========




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


                                      -19-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                 2002              2001
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $2,898,815        $5,437,047
   Interest income                                   916            37,831
   Gain on sale of oil and gas
      properties                                       -               571
                                              ----------        ----------
                                              $2,899,731        $5,475,449

COSTS AND EXPENSES:
   Lease operating                            $1,513,311        $1,537,686
   Production tax                                183,033           340,897
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 144,519           153,098
   General and administrative
      (Note 2)                                   253,069           248,745
                                              ----------        ----------
                                              $2,093,932        $2,280,426
                                              ----------        ----------

NET INCOME                                    $  805,799        $3,195,023
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   93,495        $  163,984
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  712,304        $3,031,039
                                              ==========        ==========
NET INCOME per unit                           $     1.70        $     7.25
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========




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



                                      -20-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)

                                                   2002            2001
                                                 --------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $805,799       $3,195,023
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                144,519          153,098
      Gain on sale of oil and gas
        properties                                      -      (       571)
      (Increase) decrease in accounts
        receivable - oil and gas sales          ( 277,362)         564,985
      Decrease in deferred charge                       -           15,262
      Increase (decrease) in accounts
        payable                                 ( 241,694)         148,191
      Decrease in accrued liability                     -      (    40,439)
                                                 --------       ----------
Net cash provided by operating
   activities                                    $431,262       $4,035,549
                                                 --------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($344,108)     ($      745)
   Proceeds from sale of oil and gas
      properties                                      551           26,346
                                                 --------       ----------
Net cash provided (used) by investing
   activities                                   ($343,557)      $   25,601
                                                 --------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($ 11,928)     ($3,807,975)
                                                 --------       ----------
Net cash used by financing activities           ($ 11,928)     ($3,807,975)
                                                 --------       ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                   $ 75,777       $  253,175

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            440,024        1,627,830
                                                 --------       ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $515,801       $1,881,005
                                                 ========       ==========



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



                                      -21-




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

                                     ASSETS


                                               June 30,        December 31,
                                                 2002              2001
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  181,693       $  144,433
   Accounts receivable:
      Oil and gas sales                           298,826          239,821
                                               ----------       ----------
        Total current assets                   $  480,519       $  384,254

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,848,761        1,948,551

DEFERRED CHARGE                                    37,001           37,001
                                               ----------       ----------
                                               $2,366,281       $2,369,806
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   75,106       $   58,774
   Gas imbalance payable                            2,295            2,295
                                               ----------       ----------
        Total current liabilities              $   77,401       $   61,069

ACCRUED LIABILITY                              $  111,171       $  111,171

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  154,859)     ($  161,655)
   Limited Partners, issued and
      outstanding, 221,484 units                2,332,568        2,359,221
                                               ----------       ----------
        Total Partners' capital                $2,177,709       $2,197,566
                                               ----------       ----------
                                               $2,366,281       $2,369,806
                                               ==========       ==========



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



                                      -22-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                 2002             2001
                                               --------         ---------

REVENUES:
   Oil and gas sales                           $446,409         $812,040
   Interest income                                  358           11,612
   Loss on sale of oil and
      gas properties                                  -        (       6)
                                               --------         --------
                                               $446,767         $823,646

COSTS AND EXPENSES:
   Lease operating                             $146,619         $189,686
   Production tax                                27,836           47,124
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 49,521           54,439
   General and administrative
      (Note 2)                                   63,528           61,139
                                               --------         --------
                                               $287,504         $352,388
                                               --------         --------

NET INCOME                                     $159,263         $471,258
                                               ========         ========
GENERAL PARTNER - NET INCOME                   $  9,926         $ 25,160
                                               ========         ========
LIMITED PARTNERS - NET INCOME                  $149,337         $446,098
                                               ========         ========
NET INCOME per unit                            $    .68         $   2.02
                                               ========         ========
UNITS OUTSTANDING                               221,484          221,484
                                               ========         ========




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


                                      -23-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                 2002              2001
                                               --------         -----------

REVENUES:
   Oil and gas sales                           $862,581         $2,081,613
   Interest income                                  923             21,458
   Gain on sale of oil and
      gas properties                                  -            313,447
                                               --------         ----------
                                               $863,504         $2,416,518

COSTS AND EXPENSES:
   Lease operating                             $253,183         $  423,223
   Production tax                                42,660            118,490
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                103,979            122,052
   General and administrative
      (Note 2)                                  141,093            138,684
                                               --------         ----------
                                               $540,915         $  802,449
                                               --------         ----------

NET INCOME                                     $322,589         $1,614,069
                                               ========         ==========
GENERAL PARTNER - NET INCOME                   $ 20,242         $   84,513
                                               ========         ==========
LIMITED PARTNERS - NET INCOME                  $302,347         $1,529,556
                                               ========         ==========
NET INCOME per unit                            $   1.37         $     6.91
                                               ========         ==========
UNITS OUTSTANDING                               221,484            221,484
                                               ========         ==========




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



                                      -24-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)

                                                  2002             2001
                                                ---------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $322,589        $1,614,069
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               103,979           122,052
      Gain on sale of oil and gas
        properties                                     -       (   313,447)
      (Increase) decrease in accounts
        receivable - oil and gas sales         (  59,005)          278,656
      Decrease in deferred charge                      -             7,540
      Increase (decrease) in accounts
        payable                                   16,332       (     6,942)
                                                --------        ----------
Net cash provided by operating
   activities                                   $383,895        $1,701,928
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($  5,282)      ($      615)
   Proceeds from the sale of oil
      and gas properties                           1,093           321,265
                                                --------        ----------
Net cash provided (used) by investing
   activities                                  ($  4,189)       $  320,650
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($342,446)      ($1,705,068)
                                                --------        ----------
Net cash used by financing activities          ($342,446)      ($1,705,068)
                                                --------        ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $ 37,260        $  317,510

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           144,433           754,880
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $181,693        $1,072,390
                                                ========        ==========




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



                                      -25-




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

                                     ASSETS


                                                June 30,       December 31,
                                                  2002             2001
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  120,284       $  100,271
   Accounts receivable:
      Oil and gas sales                           177,192          146,838
                                               ----------       ----------
        Total current assets                   $  297,476       $  247,109

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,010,780        1,064,542

DEFERRED CHARGE                                    24,379           24,379
                                               ----------       ----------
                                               $1,332,635       $1,336,030
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   50,065       $   43,676
                                               ----------       ----------
        Total current liabilities              $   50,065       $   43,676

ACCRUED LIABILITY                              $   68,289       $   68,289

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   89,552)     ($   93,950)
   Limited Partners, issued and
      outstanding, 121,925 units                1,303,833        1,318,015
                                               ----------       ----------
        Total Partners' capital                $1,214,281       $1,224,065
                                               ----------       ----------
                                               $1,332,635       $1,336,030
                                               ==========       ==========





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



                                      -26-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                   2002             2001
                                                 ---------       ---------

REVENUES:
   Oil and gas sales                              $275,796        $459,884
   Interest income                                     169           6,839
   Loss on sale of oil and gas
      properties                                         -       (      15)
                                                  --------        --------
                                                  $275,965        $466,708

COSTS AND EXPENSES:
   Lease operating                                $ 93,211        $117,025
   Production tax                                   16,180          26,625
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                    28,181          29,551
   General and administrative
      (Note 2)                                      36,598          33,844
                                                  --------        --------
                                                  $174,170        $207,045
                                                  --------        --------

NET INCOME                                        $101,795        $259,663
                                                  ========        ========
GENERAL PARTNER - NET INCOME                      $  6,209        $ 13,823
                                                  ========        ========
LIMITED PARTNERS - NET INCOME                     $ 95,586        $245,840
                                                  ========        ========
NET INCOME per unit                               $    .79        $   2.01
                                                  ========        ========
UNITS OUTSTANDING                                  121,925         121,925
                                                  ========        ========



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


                                      -27-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                    2002           2001
                                                 ---------     -----------

REVENUES:
   Oil and gas sales                              $520,195      $1,178,246
   Interest income                                     468          12,575
   Gain on sale of oil and gas
      properties                                         -         207,189
                                                  --------      ----------
                                                  $520,663      $1,398,010

COSTS AND EXPENSES:
   Lease operating                                $162,614      $  256,886
   Production tax                                   25,041          66,190
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                    57,586          66,054
   General and administrative
      (Note 2)                                      84,792          83,485
                                                  --------      ----------
                                                  $330,033      $  472,615
                                                  --------      ----------

NET INCOME                                        $190,630      $  925,395
                                                  ========      ==========
GENERAL PARTNER - NET INCOME                      $ 11,812      $   48,283
                                                  ========      ==========
LIMITED PARTNERS - NET INCOME                     $178,818      $  877,112
                                                  ========      ==========
NET INCOME per unit                               $   1.47      $     7.19
                                                  ========      ==========
UNITS OUTSTANDING                                  121,925         121,925
                                                  ========      ==========



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



                                      -28-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                2002               2001
                                              ---------         ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $190,630          $925,395
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                              57,586            66,054
      Gain on sale of oil and gas
        properties                                   -         ( 207,189)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (  30,354)          162,638
      Decrease in deferred charge                    -             4,687
      Increase (decrease) in accounts
        payable                                  6,389         (   4,677)
                                              --------          --------
Net cash provided by operating
   activities                                 $224,251          $946,908
                                              --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($  4,155)        ($ 10,262)
   Proceeds from the sale of oil and
      gas properties                               331           209,502
                                              --------          --------
Net cash provided (used) by
   investing activities                      ($  3,824)         $199,240
                                              --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($200,414)        ($959,278)
                                              --------          --------
Net cash used by financing activities        ($200,414)        ($959,278)
                                              --------          --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                $ 20,013          $186,870

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         100,271           434,158
                                              --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $120,284          $621,028
                                              ========          ========



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



                                      -29-




            GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                 CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2002
                                   (Unaudited)


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

      The balance  sheets as of June 30, 2002,  statements of operations for the
      three and six months ended June 30, 2002 and 2001,  and statements of cash
      flows for the six months  ended June 30, 2002 and 2001 have been  prepared
      by Geodyne  Resources,  Inc., the General Partner of the Partnerships (the
      "General  Partner"),  without  audit.  In the  opinion of  management  the
      financial statements referred to above include all necessary  adjustments,
      consisting  of  normal  recurring  adjustments,   to  present  fairly  the
      financial  position at June 30, 2002,  the results of  operations  for the
      three and six months ended June 30, 2002 and 2001,  and the cash flows for
      the six months ended June 30, 2002 and 2001.

      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, 2001. The
      results  of  operations  for  the  period  ended  June  30,  2002  are not
      necessarily indicative of the results to be expected for the full year.

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

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

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



                                      -30-




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

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

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


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

      The Partnerships'  partnership agreements provide for reimbursement to the
      General Partner for all direct general and administrative expenses and for
      the general and  administrative  overhead  applicable to the  Partnerships
      based on an allocation of actual costs  incurred.  During the three months
      ended June 30,  2002,  the  following  payments  were made to the  General
      Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               III-A                 $5,095                 $ 69,468
               III-B                  4,562                   36,405
               III-C                  4,934                   64,353
               III-D                  5,079                   34,476
               III-E                  7,373                  110,070
               III-F                  5,244                   58,284
               III-G                  4,513                   32,085





                                      -31-




      During the six months ended June 30, 2002,  the  following  payments  were
      made to the General Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               III-A                $25,738                 $138,936
               III-B                 21,206                   72,810
               III-C                 24,956                  128,706
               III-D                 21,481                   68,952
               III-E                 32,929                  220,140
               III-F                 24,525                  116,568
               III-G                 20,622                   64,170

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





                                      -32-




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

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

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

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

GENERAL
- -------

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





                                      -33-




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

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

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

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

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

      Net proceeds from the  operations  less  necessary  operating  capital are
      distributed to the Limited Partners on a quarterly basis. Revenues and net
      proceeds of a Partnership  are largely  dependent  upon the volumes of oil
      and gas sold and the  prices  received  for  such oil and gas.  While  the
      General  Partner cannot predict  future  pricing  trends,  it believes the
      working  capital  available  as of June  30,  2002  and  the  net  revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

      The III-F and III-G  Partnerships'  Statements  of Cash  Flows for the six
      months ended June 30, 2001 include  proceeds  from the sale of certain oil
      and gas properties  during the first quarter of 2001.  These proceeds were
      included in the Partnerships' May 2001 cash distributions.

      Occasional  expenditures for new wells or well recompletions or workovers,
      however, may reduce or eliminate cash available for a particular quarterly
      cash  distribution.  During the six months  ended June 30,  2002,  capital
      expenditures  for the III-A and III-B  Partnerships  totaled  $89,823  and
      $59,823,   respectively.   These   expenditures   were  primarily  due  to
      recompletions   of  several  wells  located  in  Jefferson  Davis  Parish,
      Louisiana.  The III-A and III-B  Partnerships  own  working  interests  of
      approximately 12.2% and 8.0%,  respectively,  in these wells. In addition,
      during the six months ended June 30, 2002, capital expenditures for



                                      -34-




      the  III-D  and  III-E   Partnerships   totaled   $49,995  and   $344,108,
      respectively. These expenditures were primarily due to drilling activities
      in a large unitized  property,  the Jay-Little  Escambia Creek Field Unit,
      located in Santa  Rosa  County,  Florida,  in which the  Partnerships  own
      working interests of approximately 0.7% and 4.7%, respectively.

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

                        Initial           Extensions        Current
      Partnership   Termination Date       Exercised    Termination Date
      -----------   -----------------      ---------    -----------------
         III-A      November 22, 1999          2        November 22, 2003
         III-B      January 24, 2000           2        January 24, 2004
         III-C      February 28, 2000          2        February 28, 2004
         III-D      September 5, 2000          1        September 5, 2002
         III-E      December 26, 2000          1        December 26, 2002
         III-F      March 7, 2001              1        March 7, 2003
         III-G      September 20, 2001         1        September 20, 2003

      The  General  Partner  currently  intends  to extend the term of the III-D
      Partnership for two years beyond its current termination date, but has not
      determined  whether it  intends  to further  extend the terms of any other
      Partnerships.


      NEW ACCOUNTING PRONOUNCEMENTS

      Below is a brief  description of Financial  Accounting  Standards  ("FAS")
      recently issued by the Financial Accounting Standards Board ("FASB") which
      may have an impact on the  Partnerships'  future results of operations and
      financial position.

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
      Retirement  Obligations",  which is effective  for fiscal years  beginning
      after June 15, 2002  (January 1, 2003 for the  Partnerships).  FAS No. 143
      will  require the  recording of the fair value of  liabilities  associated
      with the retirement of long-lived  assets (mainly plugging and abandonment
      costs for the Partnerships' depleted wells), in the period in



                                      -35-




      which the  liabilities  are incurred (at the time the wells are  drilled).
      Management has not yet determined the effect of adopting this statement on
      the Partnerships' financial condition or results of operations.

      In  August  2001,  the  FASB  issued  FAS  No.  144,  "Accounting  for the
      Impairment  or Disposal of  Long-Lived  Assets",  which is  effective  for
      fiscal years  beginning  after  December 15, 2001 (January 1, 2002 for the
      Partnerships).  This statement  supersedes FAS No. 121 "Accounting for the
      Impairment of Long-Lived  Assets and for Long-Lived  Assets to be Disposed
      Of". The  provisions  of FAS No. 144, as they relate to the  Partnerships,
      are  essentially the same as FAS No. 121 and thus are not expected to have
      a significant effect on the Partnerships financial condition or results of
      operations.


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

      GENERAL DISCUSSION

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

      Historically,  oil and gas  prices  have been  volatile  and are likely to
      continue to be volatile. As a result, forecasting future prices is subject
      to  great   uncertainty   and   inaccuracy.   Substantially   all  of  the
      Partnerships' gas reserves are being sold on 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. It is
      likewise difficult to predict production volumes. However, oil and gas are
      depleting  assets,  so it can be  expected  that  production  levels  will
      decline over time. Gas prices in early 2001 were significantly higher than
      the Partnerships'  historical average. This was attributable to the higher
      prices for crude oil,  a  substitute  fuel in some  markets,  and  reduced
      production  due to lower capital  investments  in 1998 and 1999.  However,
      prices for both oil and gas soon  declined  and were  relatively  lower in
      late  2001  and  early  2002 as a  result  of the  declining  economy  and
      relatively  mild  winter  weather.  Recently,  prices  of oil and gas have
      improved,  to some  extent  due to unrest in the  Middle  East.  It is not
      possible to accurately predict future trends.



                                      -36-



      III-A PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2001.

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                   2002             2001
                                                ----------       ----------
      Oil and gas sales                         $1,028,672       $1,192,527
      Oil and gas production expenses           $  229,097       $  280,148
      Barrels produced                               9,322           11,853
      Mcf produced                                 226,274          174,536
      Average price/Bbl                         $    24.93       $    26.30
      Average price/Mcf                         $     3.52       $     5.05

      As shown in the table above,  total oil and gas sales  decreased  $163,855
      (13.7%) for the three  months ended June 30, 2002 as compared to the three
      months ended June 30, 2001. Of this decrease,  approximately  (i) $346,000
      was  related  to a  decrease  in the  average  price  of gas sold and (ii)
      $67,000 was related to a decrease in volumes of oil sold.  These decreases
      were partially offset by an increase of approximately  $261,000 related to
      an increase in volumes of gas sold.  Volumes of oil sold  decreased  2,531
      barrels,  while  volumes  of gas sold  increased  91,738 Mcf for the three
      months  ended June 30, 2002 as compared to the three months ended June 30,
      2001.  The decrease in volumes of oil sold was  primarily due to a decline
      in  production  on  one   significant   well   following  the   successful
      recompletion  of that well during mid 2001. The increase in volumes of gas
      sold was primarily  due to an increase in  production  on one  significant
      well due to the  successful  workover  of that  well  during  early  2002.
      Average  oil and gas prices  decreased  to $24.93 per barrel and $3.52 per
      Mcf,  respectively,  for the three  months ended June 30, 2002 from $26.30
      per barrel and $5.05 per Mcf,  respectively,  for the three  months  ended
      June 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $51,051  (18.2%) for the three months ended
      June 30, 2002 as compared to the three months  ended June 30,  2001.  This
      decrease  was  primarily  due  to  (i)  a  decrease  in  production  taxes
      associated  with the  decrease in oil and gas sales and (ii) a decrease in
      workover  expenses  incurred on two wells  within the same unit during the
      three  months  ended June 30, 2002 as compared to the three  months  ended
      June 30, 2001. These decreases were partially offset by workover  expenses
      incurred on another  significant  well during the three  months ended June
      30, 2002. As a percentage of oil and gas sales,  these expenses  decreased
      to 22.3% for the three months ended June 30, 2002 from 23.5% for the three
      months ended June 30, 2001.



                                      -37-




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $1,235  (1.8%)  for the three  months  ended  June 30,  2002 as
      compared to the three months ended June 30, 2001.  As a percentage  of oil
      and gas sales,  this expense  increased to 6.8% for the three months ended
      June 30, 2002 from 5.7% for the three  months  ended June 30,  2001.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold.

      General and administrative  expenses increased $2,326 (3.2%) for the three
      months  ended June 30, 2002 as compared to the three months ended June 30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      7.2% for the  three  months  ended  June 30,  2002 from 6.1% for the three
      months ended June 30, 2001. This percentage  increase was primarily due to
      the decrease in oil and gas sales.

      SIX MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2001.

                                                 Six Months Ended June 30,
                                                ---------------------------
                                                   2002             2001
                                                ----------       ----------
      Oil and gas sales                         $1,988,020       $2,857,403
      Oil and gas production expenses           $  492,821       $  495,646
      Barrels produced                              27,622           24,201
      Mcf produced                                 519,631          357,628
      Average price/Bbl                         $    21.73       $    27.46
      Average price/Mcf                         $     2.67       $     6.13

      As shown in the table above,  total oil and gas sales  decreased  $869,383
      (30.4%)  for the six months  ended June 30,  2002 as  compared  to the six
      months ended June 30, 2001. Of this decrease,  approximately  $158,000 and
      $1,798,000,  respectively, were related to decreases in the average prices
      of oil and gas sold. These decreases were partially offset by increases of
      approximately $94,000 and $993,000, respectively,  related to increases in
      volumes of oil and gas sold.  Volumes of oil and gas sold increased  3,421
      barrels and 162,003 Mcf,  respectively,  for the six months ended June 30,
      2002 as compared to the six months  ended June 30,  2001.  The increase in
      volumes of oil sold was  primarily due to an increase in production on two
      significant  wells  due to the  successful  recompletions  of those  wells
      during mid 2001.  The increase in volumes of gas sold was primarily due to
      (i)  an  increase  in  production  on  one  significant  well  due  to the
      successful  workover  of that well  during  early 2002 and (ii) a positive
      prior period gas balancing  adjustment on another  significant well during
      the six months ended June 30, 2002.  Average oil and gas prices  decreased
      to $21.73 per barrel and $2.67 per Mcf,  respectively,  for the six months
      ended  June  30,   2002  from   $27.46  per  barrel  and  $6.13  per  Mcf,
      respectively, for the six months ended June 30, 2001.



                                      -38-




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) remained  relatively  constant for the six months ended
      June 30,  2002 and 2001.  A decrease  in oil and gas  production  expenses
      primarily  due to a  decrease  in  production  taxes  associated  with the
      decrease  in oil and gas sales was  substantially  offset by (i)  workover
      expenses incurred on one significant well during the six months ended June
      30,  2002  and  (ii) a  positive  prior  period  lease  operating  expense
      adjustment  on one  significant  well during the six months ended June 30,
      2002. As a percentage of oil and gas sales,  these  expenses  increased to
      24.8% for the six months ended June 30, 2002 from 17.3% for the six months
      ended June 30, 2001.  This  percentage  increase was  primarily due to the
      decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $29,100  (20.8%)  for the six  months  ended  June 30,  2002 as
      compared  to the six  months  ended  June  30,  2001.  This  increase  was
      primarily  due to the  increases  in  volumes  of oil and gas sold,  which
      increase was  partially  offset by upward  revisions  in the  estimates of
      remaining oil reserves. As a percentage of oil and gas sales, this expense
      increased to 8.5% for the six months ended June 30, 2002 from 4.9% for the
      six months ended June 30, 2001. This percentage increase was primarily due
      to the decreases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased $2,894 (1.8%) for the six
      months  ended June 30, 2002 as  compared to the six months  ended June 30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      8.3% for the six months  ended June 30,  2002 from 5.7% for the six months
      ended June 30, 2001.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2002  totaling   $32,841,701  or  124.41%  of  Limited  Partners'  capital
      contributions.





                                      -39-





      III-B PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2001.

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                    2002            2001
                                                  --------        --------
      Oil and gas sales                           $609,122        $673,206
      Oil and gas production expenses             $166,689        $180,436
      Barrels produced                               6,782           9,072
      Mcf produced                                 123,700          85,835
      Average price/Bbl                           $  25.51        $  26.50
      Average price/Mcf                           $   3.53        $   5.04

      As shown in the table  above,  total oil and gas sales  decreased  $64,084
      (9.5%) for the three  months  ended June 30, 2002 as compared to the three
      months ended June 30, 2001. Of this decrease, approximately (i) $7,000 and
      $187,000, respectively, were related to decreases in the average prices of
      oil and gas sold and (ii)  $61,000 was related to a decrease in volumes of
      oil  sold.  These  decreases  were  partially  offset  by an  increase  of
      approximately  $191,000  related  to an  increase  in volumes of gas sold.
      Volumes of oil sold  decreased  2,290  barrels,  while volumes of gas sold
      increased  37,865 Mcf for the three months ended June 30, 2002 as compared
      to the three months  ended June 30,  2001.  The decrease in volumes of oil
      sold was primarily due to a decline in production on one significant  well
      following the  successful  recompletion  of that well during mid 2001. The
      increase  in  volumes  of gas sold was  primarily  due to an  increase  in
      production on another  significant well due to the successful  workover of
      that well during  early  2002.  Average  oil and gas prices  decreased  to
      $25.51 per barrel and $3.53 per Mcf,  respectively,  for the three  months
      ended  June  30,   2002  from   $26.50  per  barrel  and  $5.04  per  Mcf,
      respectively, for the three months ended June 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $13,747 (7.6%) for the three months ended June
      30,  2002 as  compared  to the three  months  ended  June 30,  2001.  This
      decrease  was  primarily  due  to  (i)  a  decrease  in  production  taxes
      associated  with the  decrease in oil and gas sales and (ii) a decrease in
      workover  expenses  incurred on two wells  within the same unit during the
      three  months  ended June 30, 2002 as compared to the three  months  ended
      June 30, 2001. These decreases were partially offset by workover  expenses
      incurred on another  significant  well during the three  months ended June
      30, 2002. As a percentage of oil and gas sales,  these expenses  increased
      to 27.4% for the three months ended June 30, 2002 from 26.8% for the three
      months ended June 30, 2001.



                                      -40-




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $3,734  (9.9%)  for the three  months  ended  June 30,  2002 as
      compared to the three months ended June 30, 2001.  As a percentage  of oil
      and gas sales,  this expense  increased to 6.8% for the three months ended
      June 30, 2002 from 5.6% for the three  months  ended June 30,  2001.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold.

      General and administrative  expenses increased $2,744 (7.2%) for the three
      months  ended June 30, 2002 as compared to the three months ended June 30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      6.7% for the  three  months  ended  June 30,  2002 from 5.7% for the three
      months ended June 30, 2001. This percentage  increase was primarily due to
      the decrease in oil and gas sales.

      SIX MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2001.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                     2002          2001
                                                  ----------    ----------
      Oil and gas sales                           $1,207,706    $1,579,056
      Oil and gas production expenses             $  349,067    $  310,533
      Barrels produced                                20,217        18,639
      Mcf produced                                   288,670       173,850
      Average price/Bbl                           $    22.00    $    27.56
      Average price/Mcf                           $     2.64    $     6.13

      As shown in the table above,  total oil and gas sales  decreased  $371,350
      (23.5%)  for the six months  ended June 30,  2002 as  compared  to the six
      months ended June 30, 2001. Of this decrease,  approximately  $112,000 and
      $1,006,000,  respectively, were related to decreases in the average prices
      of oil and gas sold. These decreases were partially offset by increases of
      approximately $43,000 and $704,000, respectively,  related to increases in
      volumes of oil and gas sold.  Volumes of oil and gas sold increased  1,578
      barrels and 114,820 Mcf,  respectively,  for the six months ended June 30,
      2002 as compared to the six months  ended June 30,  2001.  The increase in
      volumes of gas sold was  primarily due to (i) an increase in production on
      one  significant  well due to the successful  workover of that well during
      early 2002 and (ii) a positive  prior period gas  balancing  adjustment on
      another  significant  well  during  the six months  ended  June 30,  2002.
      Average  oil and gas prices  decreased  to $22.00 per barrel and $2.64 per
      Mcf, respectively,  for the six months ended June 30, 2002 from $27.56 per
      barrel and $6.13 per Mcf, respectively,  for the six months ended June 30,
      2001.




                                      -41-




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased $38,534 (12.4%) for the six months ended June
      30, 2002 as compared to the six months ended June 30, 2001.  This increase
      was primarily  due to (i) workover  expenses  incurred on one  significant
      well during the six months  ended June 30, 2002 and (ii) a positive  prior
      period lease  operating  expense  adjustment on another  significant  well
      during the six months ended June 30, 2002.  These increases were partially
      offset by a decrease in production  taxes  associated  the decrease in oil
      and gas  sales.  As a  percentage  of oil and gas  sales,  these  expenses
      increased  to 28.9% for the six months  ended June 30, 2002 from 19.7% for
      the six months ended June 30, 2001. This percentage increase was primarily
      due to the decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $26,518  (34.6%)  for the six  months  ended  June 30,  2002 as
      compared  to the six  months  ended  June  30,  2001.  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  increased to 8.5% for the
      six months ended June 30, 2002 from 4.9% for the six months ended June 30,
      2001. This  percentage  increase was primarily due to the decreases in the
      average prices of oil and gas sold.

      General and  administrative  expenses  increased $1,472 (1.6%) for the six
      months  ended June 30, 2002 as  compared to the six months  ended June 30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      7.8% for the six months  ended June 30,  2002 from 5.9% for the six months
      ended June 30, 2001.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2002  totaling   $18,834,353  or  136.15%  of  Limited  Partners'  capital
      contributions.





                                      -42-




      III-C PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2001.

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                    2002            2001
                                                  --------       ----------
      Oil and gas sales                           $714,982       $1,239,788
      Oil and gas production expenses             $148,592       $  211,072
      Barrels produced                               2,650            3,622
      Mcf produced                                 219,475          252,715
      Average price/Bbl                           $  25.32       $    27.16
      Average price/Mcf                           $   2.95       $     4.52

      As shown in the table above,  total oil and gas sales  decreased  $524,806
      (42.3%) for the three  months ended June 30, 2002 as compared to the three
      months ended June 30, 2001. Of this decrease,  approximately  (i) $343,000
      was  related  to a  decrease  in the  average  price  of gas sold and (ii)
      $150,000 was related to a decrease in volumes of gas sold.  Volumes of oil
      and gas sold decreased 972 barrels and 33,240 Mcf,  respectively,  for the
      three  months  ended June 30, 2002 as compared to the three  months  ended
      June 30, 2001.  The decrease in volumes of oil sold was  primarily  due to
      normal  declines in  production.  The  decrease in volumes of gas sold was
      primarily  due to (i) normal  declines in  production  and (ii) a positive
      prior period volume  adjustment  made by the purchaser on one  significant
      well during the three  months ended June 30, 2001.  These  decreases  were
      partially  offset  by  the  III-C   Partnership   receiving  an  increased
      percentage  of sales on another  significant  well during the three months
      ended June 30, 2002 due to gas balancing. As of the date of this Quarterly
      Report,  management  expects the  increased  sales  percentage  due to gas
      balancing to continue for the foreseeable  future,  thereby  continuing to
      contribute   to  an  increase  in  volumes  of  gas  sold  for  the  III-C
      Partnership. Average oil and gas prices decreased to $25.32 per barrel and
      $2.95 per Mcf, respectively, for the three months ended June 30, 2002 from
      $27.16 per barrel and $4.52 per Mcf,  respectively,  for the three  months
      ended June 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $62,480  (29.6%) for the three months ended
      June 30, 2002 as compared to the three months  ended June 30,  2001.  This
      decrease  was  primarily  due  to  (i)  a  decrease  in  production  taxes
      associated  with the  decrease in oil and gas sales and (ii) a decrease in
      lease operating  expenses  associated with the decreases in volumes of oil
      and  gas  sold.  As a  percentage  of oil and gas  sales,  these  expenses
      increased to 20.8% for the three months ended June 30, 2002 from 17.0% for
      the



                                      -43-




      three months ended June 30, 2001. This  percentage  increase was primarily
      due to the decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      remained  relatively  constant for the three months ended June 30, 2002 as
      compared to the three months ended June 30, 2001.  As a percentage  of oil
      and gas sales,  this expense  increased to 9.6% for the three months ended
      June 30, 2002 from 5.6% for the three  months  ended June 30,  2001.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold.

      General and administrative  expenses increased $2,281 (3.4%) for the three
      months  ended June 30, 2002 as compared to the three months ended June 30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      9.7% for the  three  months  ended  June 30,  2002 from 5.4% for the three
      months ended June 30, 2001. This percentage  increase was primarily due to
      the decrease in oil and gas sales.

      SIX MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2001.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                     2002           2001
                                                  ----------     ----------
      Oil and gas sales                           $1,285,551     $3,225,413
      Oil and gas production expenses             $  368,663     $  510,875
      Barrels produced                                 6,342          7,387
      Mcf produced                                   428,726        522,488
      Average price/Bbl                           $    22.25     $    27.95
      Average price/Mcf                           $     2.67     $     5.78

      As shown in the table above, total oil and gas sales decreased  $1,939,862
      (60.1%)  for the six months  ended June 30,  2002 as  compared  to the six
      months ended June 30, 2001. Of this decrease, approximately (i) $1,333,000
      was  related  to a  decrease  in the  average  price  of gas sold and (ii)
      $542,000 was related to a decrease in volumes of gas sold.  Volumes of oil
      and gas sold decreased 1,045 barrels and 93,762 Mcf, respectively, for the
      six months  ended June 30, 2002 as  compared to the six months  ended June
      30, 2001.  The decrease in volumes of oil sold was primarily due to normal
      declines in production.  The decrease in volumes of gas sold was primarily
      due to (i) normal  declines in production and (ii) a decline in production
      on one significant well following the unsuccessful recompletion attempt of
      that well during mid 2001.  Average oil and gas prices decreased to $22.25
      per barrel and $2.67 per Mcf, respectively,  for the six months ended June
      30, 2002 from $27.95 per barrel and $5.78 per Mcf,  respectively,  for the
      six months ended June 30, 2001.



                                      -44-




      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $142,212 (27.8%) for the six months ended June
      30, 2002 as compared to the six months ended June 30, 2001.  This decrease
      was primarily due to a decrease in production  taxes  associated  with the
      decrease in oil and gas sales,  which  decrease  was  partially  offset by
      workover  expenses incurred on two significant wells during the six months
      ended June 30, 2002. As a percentage of oil and gas sales,  these expenses
      increased  to 28.7% for the six months  ended June 30, 2002 from 15.8% for
      the six months ended June 30, 2001. This percentage increase was primarily
      due to the decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $6,504 (4.6%) for the six months ended June 30, 2002 as compared
      to the six months  ended June 30,  2001.  As a  percentage  of oil and gas
      sales,  this expense  increased to 10.6% for the six months ended June 30,
      2002 from 4.4% for the six months  ended June 30,  2001.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold.

      General and  administrative  expenses  increased $2,576 (1.7%) for the six
      months  ended June 30, 2002 as  compared to the six months  ended June 30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      12.0% for the six months  ended June 30, 2002 from 4.7% for the six months
      ended June 30, 2001.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2002  totaling   $25,055,795  or  102.46%  of  Limited  Partners'  capital
      contributions.

      III-D PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2001.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                  2002              2001
                                                --------          --------
      Oil and gas sales                         $525,911          $799,965
      Oil and gas production expenses           $166,856          $199,622
      Barrels produced                             5,572             6,354
      Mcf produced                               139,629           150,354
      Average price/Bbl                         $  22.87          $  24.94
      Average price/Mcf                         $   2.85          $   4.27

      As shown in the table above,  total oil and gas sales  decreased  $274,054
      (34.3%) for the three  months ended June 30, 2002 as compared to the three
      months ended June 30,



                                      -45-




      2001.  Of this  decrease,  approximately  (i)  $197,000  was  related to a
      decrease in the average  price of gas sold and (ii) $46,000 was related to
      a decrease in volumes of gas sold.  Volumes of oil and gas sold  decreased
      782 barrels and 10,725 Mcf, respectively,  for the three months ended June
      30, 2002 as compared to the three months ended June 30, 2001. The decrease
      in volumes of oil sold was primarily due to normal declines in production.
      Average  oil and gas prices  decreased  to $22.87 per barrel and $2.85 per
      Mcf,  respectively,  for the three  months ended June 30, 2002 from $24.94
      per barrel and $4.27 per Mcf,  respectively,  for the three  months  ended
      June 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $32,766  (16.4%) for the three months ended
      June 30, 2002 as compared to the three months  ended June 30,  2001.  This
      decrease  was  primarily  due  to  (i)  a  decrease  in  production  taxes
      associated  with the  decrease in oil and gas sales and (ii) a decrease in
      lease operating  expenses  associated with the decreases in volumes of oil
      and  gas  sold.  As a  percentage  of oil and gas  sales,  these  expenses
      increased to 31.7% for the three months ended June 30, 2002 from 25.0% for
      the three  months  ended  June 30,  2001.  This  percentage  increase  was
      primarily due to the decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $998 (3.3%) for the three months ended June 30, 2002 as compared
      to the three months ended June 30,  2001.  As a percentage  of oil and gas
      sales,  this expense increased to 5.5% for the three months ended June 30,
      2002 from 3.7% for the three months ended June 30, 2001.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold.

      General and administrative  expenses increased $2,603 (7.0%) for the three
      months  ended June 30, 2002 as compared to the three months ended June 30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      7.5% for the  three  months  ended  June 30,  2002 from 4.6% for the three
      months ended June 30, 2001. This percentage  increase was primarily due to
      the decrease in oil and gas sales.





                                      -46-





      SIX MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2001.

                                                  Six Months Ended June 30,
                                                ----------------------------
                                                  2002               2001
                                                --------          ----------
      Oil and gas sales                         $934,938          $2,077,012
      Oil and gas production expenses           $388,724          $  469,685
      Barrels produced                            12,082              13,984
      Mcf produced                               268,559             305,749
      Average price/Bbl                         $  19.78          $    24.31
      Average price/Mcf                         $   2.59          $     5.68

      As shown in the table above, total oil and gas sales decreased  $1,142,074
      (55.0%)  for the six months  ended June 30,  2002 as  compared  to the six
      months ended June 30, 2001. Of this decrease,  approximately  (i) $830,000
      was  related  to a  decrease  in the  average  price  of gas sold and (ii)
      $211,000 was related to a decrease in volumes of gas sold.  Volumes of oil
      and gas sold decreased 1,902 barrels and 37,190 Mcf, respectively, for the
      six months  ended June 30, 2002 as  compared to the six months  ended June
      30, 2001.  The decreases in volumes of oil and gas sold were primarily due
      to normal declines in production.  Average oil and gas prices decreased to
      $19.78  per  barrel  and $2.59 per Mcf,  respectively,  for the six months
      ended  June  30,   2002  from   $24.31  per  barrel  and  $5.68  per  Mcf,
      respectively, for the six months ended June 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $80,961 (17.2%) for the six months ended June
      30, 2002 as compared to the six months ended June 30, 2001.  This decrease
      was primarily due to (i) a decrease in production  taxes  associated  with
      the  decrease in oil and gas sales and (ii) a decrease in lease  operating
      expenses  associated  with the  decreases  in volumes of oil and gas sold.
      These decreases were partially offset by workover expenses incurred on two
      significant  wells  during  the six  months  ended  June  30,  2002.  As a
      percentage of oil and gas sales, these expenses increased to 41.6% for the
      six months  ended June 30,  2002 from 22.6% for the six months  ended June
      30, 2001. This  percentage  increase was primarily due to the decreases in
      the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $4,853 (7.9%) for the six months ended June 30, 2002 as compared
      to the six months  ended June 30,  2001.  As a  percentage  of oil and gas
      sales,  this  expense  increased to 6.1% for the six months ended June 30,
      2002 from 3.0% for the six months  ended June 30,  2001.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold.



                                      -47-




      General and  administrative  expenses  increased $1,255 (1.4%) for the six
      months  ended June 30, 2002 as  compared to the six months  ended June 30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      9.7% for the six months  ended June 30,  2002 from 4.3% for the six months
      ended June 30, 2001.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2002  totaling  $13,724,669  or 104.76% of the Limited  Partners'  capital
      contributions.

      III-E PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2001.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                   2002             2001
                                                ----------       ----------
      Oil and gas sales                         $1,519,382       $2,240,874
      Oil and gas production expenses           $  832,796       $  838,657
      Barrels produced                              34,145           39,597
      Mcf produced                                 239,622          287,518
      Average price/Bbl                         $    22.67       $    23.37
      Average price/Mcf                         $     3.11       $     4.58

      As shown in the table above,  total oil and gas sales  decreased  $721,492
      (32.2%) for the three  months ended June 30, 2002 as compared to the three
      months ended June 30, 2001. Of this decrease,  approximately  (i) $351,000
      was  related  to a  decrease  in the  average  price  of gas sold and (ii)
      $127,000 and $219,000,  respectively, were related to decreases in volumes
      of oil and gas sold.  Volumes of oil and gas sold decreased  5,452 barrels
      and 47,896 Mcf, respectively,  for the three months ended June 30, 2002 as
      compared to the three months ended June 30, 2001.  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) a positive  prior
      period volume  adjustment  made by the purchaser on one  significant  well
      during the three months ended June 30, 2001, (ii) production  difficulties
      on another  significant  well during the three months ended June 30, 2002,
      and (iii)  normal  declines  in  production.  Average  oil and gas  prices
      decreased  to $22.67 per barrel and $3.11 per Mcf,  respectively,  for the
      three months ended June 30, 2002 from $23.37 per barrel and $4.58 per Mcf,
      respectively, for the three months ended June 30, 2001.





                                      -48-





      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) remained  relatively constant for the three months ended
      June 30,  2002 and 2001.  A decrease  in oil and gas  production  expenses
      primarily  due to (i) a decrease in lease  operating  expenses  associated
      with the  decreases  in volumes of oil and gas sold and (ii) a decrease in
      production  taxes  associated  with the  decrease in oil and gas sales was
      significantly  offset by an increase in workover  expenses incurred on two
      wells  within the same unit during the three months ended June 30, 2002 as
      compared to the three months ended June 30, 2001.  As a percentage  of oil
      and gas sales,  these  expenses  increased  to 54.8% for the three  months
      ended June 30, 2002 from 37.4% for the three  months  ended June 30, 2001.
      This percentage increase was primarily due to the decreases in the average
      prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $5,562  (7.9%)  for the three  months  ended  June 30,  2002 as
      compared to the three months ended June 30, 2001.  As a percentage  of oil
      and gas sales,  this expense  increased to 4.2% for the three months ended
      June 30, 2002 from 3.1% for the three  months  ended June 30,  2001.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold.

      General and administrative  expenses increased $1,500 (1.3%) for the three
      months  ended June 30, 2002 as compared to the three months ended June 30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      7.7% for the  three  months  ended  June 30,  2002 from 5.2% for the three
      months ended June 30, 2001. This percentage  increase was primarily due to
      the decrease in oil and gas sales.

      SIX MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2001.

                                                 Six Months Ended June 30,
                                                ---------------------------
                                                   2002             2001
                                                ----------       ----------
      Oil and gas sales                         $2,898,815       $5,437,047
      Oil and gas production expenses           $1,696,344       $1,878,583
      Barrels produced                              71,745           84,288
      Mcf produced                                 566,216          642,507
      Average price/Bbl                         $    19.38       $    23.80
      Average price/Mcf                         $     2.66       $     5.34

      As shown in the table above, total oil and gas sales decreased  $2,538,232
      (46.7%)  for the six months  ended June 30,  2002 as  compared  to the six
      months ended June 30, 2001. Of this decrease,  approximately  (i) $318,000
      and $1,514,000, respectively, were related to decreases in the average



                                      -49-




      prices of oil and gas sold and (ii) $299,000 and  $407,000,  respectively,
      were related to  decreases in volumes of oil and gas sold.  Volumes of oil
      and gas sold decreased  12,543 barrels and 76,291 Mcf,  respectively,  for
      the six months  ended June 30, 2002 as  compared  to the six months  ended
      June 30, 2001.  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)  production  difficulties  on one  significant  well
      during the six months  ended June 30, 2002,  (ii) a positive  prior period
      volume adjustment made by the purchaser on another significant well during
      the six  months  ended  June  30,  2001,  and  (iii)  normal  declines  in
      production.  Average oil and gas prices decreased to $19.38 per barrel and
      $2.66 per Mcf,  respectively,  for the six months ended June 30, 2002 from
      $23.80  per  barrel  and $5.34 per Mcf,  respectively,  for the six months
      ended June 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased  $182,239 (9.7%) for the six months ended June
      30, 2002 as compared to the six months ended June 30, 2001.  This decrease
      was primarily due to (i) a decrease in lease operating expenses associated
      with the  decreases  in volumes of oil and gas sold and (ii) a decrease in
      production taxes associated with the decrease in oil and gas sales.  These
      decreases  were  partially  offset by an  increase  in  workover  expenses
      incurred  on two wells in the same unit  during the six months  ended June
      30,  2002  as  compared  to the six  months  ended  June  30,  2001.  As a
      percentage of oil and gas sales, these expenses increased to 58.5% for the
      six months  ended June 30,  2002 from 34.6% for the six months  ended June
      30, 2001. This  percentage  increase was primarily due to the decreases in
      the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $8,579 (5.6%) for the six months ended June 30, 2002 as compared
      to the six months  ended June 30,  2001.  As a  percentage  of oil and gas
      sales,  this  expense  increased to 5.0% for the six months ended June 30,
      2002 from 2.8% for the six months  ended June 30,  2001.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold.

      General and  administrative  expenses  increased $4,324 (1.7%) for the six
      months  ended June 30, 2002 as  compared to the six months  ended June 30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      8.7% for the six months  ended June 30,  2002 from 4.6% for the six months
      ended June 30, 2001.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales.




                                      -50-




      The Limited  Partners have received  cash  distributions  through June 30,
      2002  totaling  $44,091,016  or 105.41% of the Limited  Partners'  capital
      contributions.

      III-F PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2001.

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                    2002            2001
                                                  --------        --------
      Oil and gas sales                           $446,409        $812,040
      Oil and gas production expenses             $174,455        $236,810
      Barrels produced                               6,113           4,987
      Mcf produced                                 112,632         156,722
      Average price/Bbl                           $  23.07        $  19.31
      Average price/Mcf                           $   2.71        $   4.57

      As shown in the table above,  total oil and gas sales  decreased  $365,631
      (45.0%) for the three  months ended June 30, 2002 as compared to the three
      months ended June 30, 2001. Of this decrease,  approximately  (i) $209,000
      was  related  to a  decrease  in the  average  price  of gas sold and (ii)
      $201,000 was related to a decrease in volumes of gas sold.  Volumes of oil
      sold increased 1,126 barrels,  while volumes of gas sold decreased  44,090
      Mcf for the three  months  ended June 30,  2002 as  compared  to the three
      months  ended  June 30,  2001.  The  increase  in  volumes of oil sold was
      primarily  due to a positive  prior period volume  adjustment  made by the
      operator on one  significant  well during the three  months ended June 30,
      2002.  The decrease in volumes of gas sold was primarily due to (i) normal
      declines in  production,  (ii) a positive  prior period volume  adjustment
      made by the  purchaser  on one  significant  well during the three  months
      ended June 30, 2001, and (iii) a positive  prior period volume  adjustment
      made by the operator on another  significant  well during the three months
      ended June 30, 2001. Average oil prices increased to $23.07 per barrel for
      the three  months ended June 30, 2002 from $19.31 per barrel for the three
      months ended June 30, 2001.  Average gas prices decreased to $2.71 per Mcf
      for the three  months ended June 30, 2002 from $4.57 per Mcf for the three
      months ended June 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $62,355  (26.3%) for the three months ended
      June 30, 2002 as compared to the three months  ended June 30,  2001.  This
      decrease was primarily due to (i) the sale of one significant  well during
      early 2001 and (ii) a decrease in  production  taxes  associated  with the
      decrease in oil and gas sales. As a percentage of oil and gas sales, these
      expenses increased to



                                      -51-




      39.1% for the three  months  ended June 30,  2002 from 29.2% for the three
      months ended June 30, 2001. This percentage  increase was primarily due to
      the decrease in the average price of gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $4,918  (9.0%)  for the three  months  ended  June 30,  2002 as
      compared to the three months ended June 30, 2001.  As a percentage  of oil
      and gas sales,  this expense increased to 11.1% for the three months ended
      June 30, 2002 from 6.7% for the three  months  ended June 30,  2001.  This
      percentage increase was primarily due to the decrease in the average price
      of gas sold.

      General and administrative  expenses increased $2,389 (3.9%) for the three
      months  ended June 30, 2002 as compared to the three months ended June 30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      14.2% for the three  months  ended  June 30,  2002 from 7.5% for the three
      months ended June 30, 2001. This percentage  increase was primarily due to
      the decrease in oil and gas sales.

      SIX MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2001.

                                                   Six Months Ended June 30,
                                                  --------------------------
                                                    2002             2001
                                                  --------        ----------
      Oil and gas sales                           $862,581        $2,081,613
      Oil and gas production expenses             $295,843        $  541,713
      Barrels produced                              12,552            15,028
      Mcf produced                                 238,195           328,293
      Average price/Bbl                           $  20.98        $    24.41
      Average price/Mcf                           $   2.52        $     5.22

      As shown in the table above, total oil and gas sales decreased  $1,219,032
      (58.6%)  for the six months  ended June 30,  2002 as  compared  to the six
      months ended June 30, 2001. Of this decrease,  approximately  (i) $645,000
      was  related  to a  decrease  in the  average  price  of gas sold and (ii)
      $471,000 was related to a decrease in volumes of gas sold.  Volumes of oil
      and gas sold decreased 2,476 barrels and 90,098 Mcf, respectively, for the
      six months  ended June 30, 2002 as  compared to the six months  ended June
      30,  2001.  The decrease in volumes of oil sold was  primarily  due to the
      sale of several  wells during  early 2001.  The decrease in volumes of gas
      sold was  primarily  due to (i)  normal  declines  in  production,  (ii) a
      positive  prior  period  volume  adjustment  made by the  purchaser on one
      significant  well during the six months ended June 30,  2001,  and (iii) a
      positive  prior period volume  adjustment  made by the operator on another
      significant  well during the six months ended June 30,  2001.  Average oil
      and gas prices decreased to $20.98 per barrel and $2.52 per



                                      -52-




      Mcf,  respectively,  during the six months ended June 30, 2002 from $24.41
      per barrel and $5.22 per Mcf, respectively,  for the six months ended June
      30, 2001.

      The III-F  Partnership sold certain oil and gas properties  during the six
      months ended June 30, 2001 and  recognized a $313,447  gain on such sales.
      No such sales occurred during the six months ended June 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $245,870 (45.4%) for the six months ended June
      30, 2002 as compared to the six months ended June 30, 2001.  This decrease
      was  primarily  due to (i) the sale of one  significant  well during early
      2001, (ii) a decrease in production  taxes associated with the decrease in
      oil and gas  sales,  and  (iii)  workover  expenses  incurred  on  another
      significant  well  during  the  six  months  ended  June  30,  2001.  As a
      percentage of oil and gas sales, these expenses increased to 34.3% for the
      six months  ended June 30,  2002 from 26.0% for the six months  ended June
      30, 2001. This  percentage  increase was primarily due to the decreases in
      the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $18,073  (14.8%)  for the six  months  ended  June 30,  2002 as
      compared  to the six  months  ended  June  30,  2001.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas sold,  which
      decrease was  partially  offset by downward  revisions in the estimates of
      remaining oil and gas reserves. As a percentage of oil and gas sales, this
      expense  increased  to 12.1% for the six months  ended June 30,  2002 from
      5.9% for the six months ended June 30, 2001. This percentage  increase was
      primarily due to the decreases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased $2,409 (1.7%) for the six
      months  ended June 30, 2002 as  compared to the six months  ended June 30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      16.4% for the six months  ended June 30, 2002 from 6.7% for the six months
      ended June 30, 2001.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2002  totaling  $17,093,904  or 77.18% of the  Limited  Partners'  capital
      contributions.




                                      -53-




      III-G PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2001.

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                    2002            2001
                                                  --------        --------
      Oil and gas sales                           $275,796        $459,884
      Oil and gas production expenses             $109,391        $143,650
      Barrels produced                               5,195           4,087
      Mcf produced                                  59,736          82,939
      Average price/Bbl                           $  22.19        $  20.43
      Average price/Mcf                           $   2.69        $   4.54

      As shown in the table above,  total oil and gas sales  decreased  $184,088
      (40.0%) for the three  months ended June 30, 2002 as compared to the three
      months ended June 30, 2001. Of this decrease,  approximately  (i) $111,000
      was  related  to a  decrease  in the  average  price  of gas sold and (ii)
      $105,000 was related to a decrease in volumes of gas sold.  Volumes of oil
      sold increased 1,108 barrels,  while volumes of gas sold decreased  23,203
      Mcf for the three  months  ended June 30,  2002 as  compared  to the three
      months  ended  June 30,  2001.  The  increase  in  volumes of oil sold was
      primarily  due to a positive  prior period volume  adjustment  made by the
      operator on one  significant  well during the three  months ended June 30,
      2002.  The decrease in volumes of gas sold was primarily due to (i) normal
      declines in  production,  (ii) a positive  prior period volume  adjustment
      made by the  purchaser  on one  significant  well during the three  months
      ended June 30, 2001, and (iii) a positive  prior period volume  adjustment
      made by the operator on another  significant  well during the three months
      ended June 30, 2001. Average oil prices increased to $22.19 per barrel for
      the three  months ended June 30, 2002 from $20.43 per barrel for the three
      months ended June 30, 2001.  Average gas prices decreased to $2.69 per Mcf
      for the three  months ended June 30, 2002 from $4.54 per Mcf for the three
      months ended June 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $34,259  (23.8%) for the three months ended
      June 30, 2002 as compared to the three months  ended June 30,  2001.  This
      decrease was primarily due to (i) the sale of one significant  well during
      early 2001 and (ii) a decrease in  production  taxes  associated  with the
      decrease in oil and gas sales. As a percentage of oil and gas sales, these
      expenses  increased to 39.7% for the three months ended June 30, 2002 from
      31.2% for the three months ended June 30, 2001. This  percentage  increase
      was primarily due to the decrease in the average price of gas sold.



                                      -54-




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $1,370  (4.6%)  for the three  months  ended  June 30,  2002 as
      compared to the three months ended June 30, 2001.  As a percentage  of oil
      and gas sales,  this expense increased to 10.2% for the three months ended
      June 30, 2002 from 6.4% for the three  months  ended June 30,  2001.  This
      percentage increase was primarily due to the decrease in the average price
      of gas sold.

      General and administrative  expenses increased $2,754 (8.1%) for the three
      months  ended June 30, 2002 as compared to the three months ended June 30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      13.3% for the three  months  ended  June 30,  2002 from 7.4% for the three
      months ended June 30, 2001. This percentage  increase was primarily due to
      the decrease in oil and gas sales.

      SIX MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2001.

                                                  Six Months Ended June 30,
                                                  --------------------------
                                                    2002             2001
                                                  --------        ----------
      Oil and gas sales                           $520,195        $1,178,246
      Oil and gas production expenses             $187,655        $  323,076
      Barrels produced                              10,002            11,257
      Mcf produced                                 125,750           172,654
      Average price/Bbl                           $  20.60        $    24.69
      Average price/Mcf                           $   2.50        $     5.21

      As shown in the table above,  total oil and gas sales  decreased  $658,051
      (55.9%)  for the six months  ended June 30,  2002 as  compared  to the six
      months ended June 30, 2001. Of this decrease,  approximately  (i) $342,000
      was  related  to a  decrease  in the  average  price  of gas sold and (ii)
      $245,000 was related to a decrease in volumes of gas sold.  Volumes of oil
      and gas sold decreased 1,255 barrels and 46,904 Mcf, respectively, for the
      six months  ended June 30, 2002 as  compared to the six months  ended June
      30,  2001.  The decrease in volumes of oil sold was  primarily  due to the
      sale of several  wells during  early 2001.  The decrease in volumes of gas
      sold was  primarily  due to (i)  normal  declines  in  production,  (ii) a
      positive  prior  period  volume  adjustment  made by the  purchaser on one
      significant  well during the six months ended June 30,  2001,  and (iii) a
      positive  prior period volume  adjustment  made by the operator on another
      significant  well during the six months ended June 30,  2001.  Average oil
      and gas  prices  decreased  to  $20.60  per  barrel  and  $2.50  per  Mcf,
      respectively,  during the six months  ended June 30,  2002 from $24.69 per
      barrel and $5.21 per Mcf, respectively,  for the six months ended June 30,
      2001.



                                      -55-




      The III-G  Partnership sold certain oil and gas properties  during the six
      months ended June 30, 2001 and  recognized a $207,189  gain on such sales.
      No such sales occurred during the six months ended June 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $135,421 (41.9%) for the six months ended June
      30, 2002 as compared to the six months ended June 30, 2001.  This decrease
      was  primarily  due to (i) the sale of one  significant  well during early
      2001, (ii) a decrease in production  taxes associated with the decrease in
      oil and gas  sales,  and  (iii)  workover  expenses  incurred  on  another
      significant  well  during  the  six  months  ended  June  30,  2001.  As a
      percentage of oil and gas sales, these expenses increased to 36.1% for the
      six months  ended June 30,  2002 from 27.4% for the six months  ended June
      30, 2001. This  percentage  increase was primarily due to the decreases in
      the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $8,468  (12.8%)  for the six  months  ended  June  30,  2002 as
      compared  to the six  months  ended  June  30,  2001.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas sold,  which
      decrease was  partially  offset by downward  revisions in the estimates of
      remaining oil and gas reserves. As a percentage of oil and gas sales, this
      expense  increased  to 11.1% for the six months  ended June 30,  2002 from
      5.6% for the six months ended June 30, 2001. This percentage  increase was
      primarily due to the decreases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased $1,307 (1.6%) for the six
      months  ended June 30, 2002 as  compared to the six months  ended June 30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      16.3% for the six months  ended June 30, 2002 from 7.1% for the six months
      ended June 30, 2001.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2002  totaling  $9,378,287  or 76.92%  of the  Limited  Partners'  capital
      contributions.





                                      -56-




      ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

                  The  Partnerships  do  not  hold  any  market  risk  sensitive
                  instruments.





                                      -57-




                          PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

            99.1     Certification  pursuant  to 18 U.S.C.  Section  1350,  as
                     adopted  pursuant  to Section  906 of the  Sarbanes-Oxley
                     Act of 2002 for the III-A Partnership.

            99.2     Certification  pursuant  to 18 U.S.C.  Section  1350,  as
                     adopted  pursuant  to Section  906 of the  Sarbanes-Oxley
                     Act of 2002 for the III-B Partnership.

            99.3     Certification  pursuant  to 18 U.S.C.  Section  1350,  as
                     adopted  pursuant  to Section  906 of the  Sarbanes-Oxley
                     Act of 2002 for the III-C Partnership.

            99.4     Certification  pursuant  to 18 U.S.C.  Section  1350,  as
                     adopted  pursuant  to Section  906 of the  Sarbanes-Oxley
                     Act of 2002 for the III-D Partnership.

            99.5     Certification  pursuant  to 18 U.S.C.  Section  1350,  as
                     adopted  pursuant  to Section  906 of the  Sarbanes-Oxley
                     Act of 2002 for the III-E Partnership.

            99.6     Certification  pursuant  to 18 U.S.C.  Section  1350,  as
                     adopted  pursuant  to Section  906 of the  Sarbanes-Oxley
                     Act of 2002 for the III-F Partnership.

            99.7     Certification  pursuant  to 18 U.S.C.  Section  1350,  as
                     adopted  pursuant  to Section  906 of the  Sarbanes-Oxley
                     Act of 2002 for the III-G Partnership.

(b)   Reports on Form 8-K.

            None.




                                      -58-




                                   SIGNATURES

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


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

                                    (Registrant)

                                    BY:   GEODYNE RESOURCES, INC.

                                          General Partner


Date:  August 13, 2002               By:     /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  August 13, 2002             By:     /s/Craig D. Loseke
                                       --------------------------------
                                            (Signature)
                                            Craig D. Loseke
                                            Chief Accounting Officer





                                      -59-




                                INDEX TO EXHIBITS
                              -----------------


Exh.
No.         Exhibit
- ----        -------

99.1        Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Energy Income Limited Partnership III-A.

99.2        Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Energy Income Limited Partnership III-B.

99.3        Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Energy Income Limited Partnership III-C.

99.4        Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Energy Income Limited Partnership III-D.

99.5        Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Energy Income Limited Partnership III-E.

99.6        Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Energy Income Limited Partnership III-F.

99.7        Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Energy Income Limited Partnership III-G.




                                      -60-