SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q/A

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

For the quarter ended September 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
                            ------                    ------
Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).
                        Yes                     No     X
                            ------                    ------




                                      -1-





                        PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

                                     ASSETS

                                             September 30,     December 31,
                                                 2002              2001
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  832,128        $  874,852
   Accounts receivable:
      Oil and gas sales                          638,334           557,898
                                              ----------        ----------
        Total current assets                  $1,470,462        $1,432,750

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,014,503         1,306,496

DEFERRED CHARGE                                  258,298           347,573
                                              ----------        ----------
                                              $2,743,263        $3,086,819
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   47,550        $  201,567
   Gas imbalance payable                          31,836            31,836
                                              ----------        ----------
        Total current liabilities             $   79,386        $  233,403

ACCRUED LIABILITY                             $   40,963        $   40,963

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   75,786)      ($  114,834)
   Limited Partners, issued and
      outstanding, 263,976 units               2,698,700         2,927,287
                                              ----------        ----------
        Total Partners' capital               $2,622,914        $2,812,453
                                              ----------        ----------
                                              $2,743,263        $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 SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,051,646        $1,539,002
   Interest income                                 1,888             7,058
                                              ----------        ----------
                                              $1,053,534        $1,546,060

COSTS AND EXPENSES:
   Lease operating                            $  145,060        $   41,630
   Production tax                                 85,662           130,964
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 242,320           117,351
   General and administrative
      (Note 2)                                    75,745            74,887
                                              ----------        ----------
                                              $  548,787        $  364,832
                                              ----------        ----------

NET INCOME                                    $  504,747        $1,181,228
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   72,095        $  127,979
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  432,652        $1,053,249
                                              ==========        ==========
NET INCOME per unit                           $     1.64        $     3.99
                                              ==========        ==========
UNITS OUTSTANDING                                263,976           263,976
                                              ==========        ==========




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


                                      -3-




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


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

REVENUES:
   Oil and gas sales                          $3,039,666        $4,396,405
   Interest income                                 5,542            28,744
   Loss on sale of oil and gas
      properties                                       -       (     1,751)
                                              ----------        ----------
                                              $3,045,208        $4,423,398

COSTS AND EXPENSES:
   Lease operating                            $  570,623        $  342,479
   Production tax                                152,920           325,761
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 411,376           257,307
   General and administrative
      (Note 2)                                   240,419           236,667
                                              ----------        ----------
                                              $1,375,338        $1,162,214
                                              ----------        ----------

NET INCOME                                    $1,669,870        $3,261,184
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  203,457        $  346,402
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,466,413        $2,914,782
                                              ==========        ==========
NET INCOME per unit                           $     5.56        $    11.04
                                              ==========        ==========
UNITS OUTSTANDING                                263,976           263,976
                                              ==========        ==========


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


                                      -4-




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

                                                  2002             2001
                                               ----------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $1,669,870       $3,261,184
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                411,376          257,307
      Loss on sale of oil and gas
        properties                                      -            1,751
      (Increase) decrease in accounts
        receivable - oil and gas sales        (    80,436)          49,047
      Decrease in deferred charge                  89,275                -
      Increase (decrease) in accounts
        payable                               (   154,017)          41,352
      Decrease in accrued liability                     -      (    11,506)
                                               ----------       ----------
Net cash provided by operating
   activities                                  $1,936,068       $3,599,135
                                               ----------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($  119,383)     ($  316,837)
   Proceeds from the sale of oil
      and gas properties                                -            1,082
                                               ----------       ----------
Net cash used by investing activities         ($  119,383)     ($  315,755)
                                               ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($1,859,409)     ($3,271,204)
                                               ----------       ----------
Net cash used by financing activities         ($1,859,409)     ($3,271,204)
                                               ----------       ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           ($   42,724)      $   12,176

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            874,852          910,878
                                               ----------       ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $  832,128       $  923,054
                                               ==========       ==========




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



                                      -5-




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

                                     ASSETS


                                             September 30,     December 31,
                                                 2002              2001
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  457,871        $  494,899
   Accounts receivable:
      Oil and gas sales                          376,099           329,826
                                              ----------        ----------
        Total current assets                  $  833,970        $  824,725

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 558,837           750,031

DEFERRED CHARGE                                  181,064           255,990
                                              ----------        ----------
                                              $1,573,871        $1,830,746
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   24,970        $  123,265
   Gas imbalance payable                          14,325            14,325
                                              ----------        ----------
        Total current liabilities             $   39,295        $  137,590

ACCRUED LIABILITY                             $   19,358        $   19,358

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   35,902)      ($   67,276)
   Limited Partners, issued and
      outstanding, 138,336 units               1,551,120         1,741,074
                                              ----------        ----------
        Total Partners' capital               $1,515,218        $1,673,798
                                              ----------        ----------
                                              $1,573,871        $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 SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $604,146          $955,844
   Interest income                                   950             3,448
                                                --------          --------
                                                $605,096          $959,292

COSTS AND EXPENSES:
   Lease operating                              $ 99,630          $ 17,374
   Production tax                                 50,431            83,214
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 147,244            68,566
   General and administrative
      (Note 2)                                    40,973            40,107
                                                --------          --------
                                                $338,278          $209,261
                                                --------          --------

NET INCOME                                      $266,818          $750,031
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 60,494          $121,587
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $206,324          $628,444
                                                ========          ========
NET INCOME per unit                             $   1.50          $   4.55
                                                ========          ========
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 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,811,852        $2,534,900
   Interest income                                 2,888            14,605
   Loss on sale of oil and gas
      properties                                       -       (       739)
                                              ----------        ----------
                                              $1,814,740        $2,548,766

COSTS AND EXPENSES:
   Lease operating                            $  390,814        $  219,492
   Production tax                                108,314           191,629
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 250,421           145,225
   General and administrative
      (Note 2)                                   134,989           132,651
                                              ----------        ----------
                                              $  884,538        $  688,997
                                              ----------        ----------

NET INCOME                                    $  930,202        $1,859,769
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  174,156        $  297,106
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  756,046        $1,562,663
                                              ==========        ==========
NET INCOME per unit                           $     5.47        $    11.30
                                              ==========        ==========
UNITS OUTSTANDING                                138,336           138,336
                                              ==========        ==========




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



                                      -8-




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

                                                    2002            2001
                                                -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $  930,202      $1,859,769
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 250,421         145,225
      Loss on sale of oil and gas
        properties                                       -             739
      Increase in accounts receivable -
        oil and gas sales                      (    46,273)    (    11,035)
      Decrease in deferred charge                   74,926               -
      Increase (decrease) in accounts
        payable                                (    98,295)         29,022
      Decrease in accrued liability                      -     (     9,658)
                                                ----------      ----------
Net cash provided by operating
   activities                                   $1,110,981      $2,014,062
                                                ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   59,227)    ($  208,980)
   Proceeds from the sale of oil and
      gas properties                                     -             778
                                                ----------      ----------
Net cash used by investing activities          ($   59,227)    ( $ 208,202)
                                                ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($1,088,782)    ($1,835,239)
                                                ----------      ----------
Net cash used by financing activities          ($1,088,782)    ($1,835,239)
                                                ----------      ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($   37,028)    ($   29,379)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             494,899         496,576
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $  457,871      $  467,197
                                                ==========      ==========




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



                                      -9-




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

                                     ASSETS


                                             September 30,     December 31,
                                                 2002              2001
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  496,252        $  371,012
   Accounts receivable:
      Oil and gas sales                          426,134           362,134
                                              ----------        ----------
        Total current assets                  $  922,386        $  733,146

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,716,639         1,820,677

DEFERRED CHARGE                                   73,472            73,472
                                              ----------        ----------
                                              $2,712,497        $2,627,295
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  105,706        $   86,399
   Gas imbalance payable                          40,724            40,724
                                              ----------        ----------
        Total current liabilities             $  146,430        $  127,123

ACCRUED LIABILITY                             $  168,448        $  168,448

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  152,821)      ($  175,495)
   Limited Partners, issued and
      outstanding, 244,536 units               2,550,440         2,507,219
                                              ----------        ----------
        Total Partners' capital               $2,397,619        $2,331,724
                                              ----------        ----------
                                              $2,712,497        $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 SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $664,913        $624,483
   Interest income                                 1,084           6,956
                                                --------        --------
                                                $665,997        $631,439

COSTS AND EXPENSES:
   Lease operating                              $106,641        $115,773
   Production tax                                 63,173          42,548
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  52,043          60,388
   General and administrative
      (Note 2)                                    69,809          68,972
                                                --------        --------
                                                $291,666        $287,681
                                                --------        --------

NET INCOME                                      $374,331        $343,758
                                                ========        ========
GENERAL PARTNER - NET INCOME                    $ 42,009        $ 19,255
                                                ========        ========
LIMITED PARTNERS - NET INCOME                   $332,322        $324,503
                                                ========        ========
NET INCOME per unit                             $   1.36        $   1.33
                                                ========        ========
UNITS OUTSTANDING                                244,536         244,536
                                                ========        ========




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


                                      -11-




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


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

REVENUES:
   Oil and gas sales                            $1,950,464      $3,849,896
   Interest income                                   3,110          29,176
   Gain (loss) on sale of oil and
      gas properties                                17,501     (       606)
                                                ----------      ----------
                                                $1,971,075      $3,878,466

COSTS AND EXPENSES:
   Lease operating                              $  401,527      $  411,671
   Production tax                                  136,950         257,525
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                   188,186         203,035
   General and administrative
      (Note 2)                                     223,471         220,058
                                                ----------      ----------
                                                $  950,134      $1,092,289
                                                ----------      ----------

NET INCOME                                      $1,020,941      $2,786,177
                                                ==========      ==========
GENERAL PARTNER - NET INCOME                    $  118,720      $  145,971
                                                ==========      ==========
LIMITED PARTNERS - NET INCOME                   $  902,221      $2,640,206
                                                ==========      ==========
NET INCOME per unit                             $     3.69      $    10.80
                                                ==========      ==========
UNITS OUTSTANDING                                  244,536         244,536
                                                ==========      ==========





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



                                      -12-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)
                                                 2002               2001
                                               ---------        -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $1,020,941       $2,786,177
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                188,186          203,035
      (Gain) loss on sale of oil and gas
        properties                            (    17,501)             606
      (Increase) decrease in accounts
        receivable - oil and gas sales        (    64,000)         424,796
      Decrease in deferred charge                       -            7,291
      Increase (decrease) in accounts
        payable                                    19,307      (    29,603)
      Increase in accrued liability                     -           13,092
                                               ----------       ----------
Net cash provided by operating
   activities                                  $1,146,933       $3,405,394
                                               ----------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($   85,587)     ($  123,213)
   Proceeds from sale of oil and gas
      properties                                   18,940         -
                                               ----------       ----------
Net cash used by investing activities         ($   66,647)     ($  123,213)
                                               ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($  955,046)     ($3,526,692)
                                               ----------       ----------
Net cash used by financing activities         ($  955,046)     ($3,526,692)
                                               ----------       ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            $  125,240      ($  244,511)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            371,012          903,268
                                               ----------       ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $  496,252       $  658,757
                                               ==========       ==========




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



                                      -13-




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

                                     ASSETS


                                             September 30,     December 31,
                                                 2002              2001
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  297,785        $  160,008
   Accounts receivable:
      Oil and gas sales                          299,910           250,386
                                              ----------        ----------
        Total current assets                  $  597,695        $  410,394

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 755,674           735,922

DEFERRED CHARGE                                   11,614            11,614
                                              ----------        ----------
                                              $1,364,983        $1,157,930
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  125,511        $  147,868
                                              ----------        ----------
        Total current liabilities             $  125,511        $  147,868

ACCRUED LIABILITY                             $  210,194        $  210,194

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   52,537)      ($   72,956)
   Limited Partners, issued and
      outstanding, 131,008 units               1,081,815           872,824
                                              ----------        ----------
        Total Partners' capital               $1,029,278        $  799,868
                                              ----------        ----------
                                              $1,364,983        $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 SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $447,909        $458,986
   Interest income                                   580           4,502
                                                --------        --------
                                                $448,489        $463,488

COSTS AND EXPENSES:
   Lease operating                              $145,575        $102,797
   Production tax                                 32,635          31,395
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  36,541          27,462
   General and administrative
      (Note 2)                                    38,398          37,553
                                                --------        --------
                                                $253,149        $199,207
                                                --------        --------

NET INCOME                                      $195,340        $264,281
                                                ========        ========
GENERAL PARTNER - NET INCOME                    $ 22,764        $ 28,449
                                                ========        ========
LIMITED PARTNERS - NET INCOME                   $172,576        $235,832
                                                ========        ========
NET INCOME per unit                             $   1.32        $   1.80
                                                ========        ========
UNITS OUTSTANDING                                131,008         131,008
                                                ========        ========





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


                                      -15-




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


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

REVENUES:
   Oil and gas sales                          $1,382,847        $2,535,998
   Interest income                                 1,341            18,665
   Gain (loss) on sale of oil and gas
      properties                                  15,250       (        52)
                                              ----------        ----------
                                              $1,399,438        $2,554,611

COSTS AND EXPENSES:
   Lease operating                            $  467,780        $  431,529
   Production tax                                 99,154           172,348
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  93,383            89,157
   General and administrative
      (Note 2)                                   128,831           126,731
                                              ----------        ----------
                                              $  789,148        $  819,765
                                              ----------        ----------

NET INCOME                                    $  610,290        $1,734,846
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   69,299        $  103,737
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  540,991        $1,631,109
                                              ==========        ==========
NET INCOME per unit                           $     4.13        $    12.45
                                              ==========        ==========
UNITS OUTSTANDING                                131,008           131,008
                                              ==========        ==========




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



                                      -16-




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


                                                   2002           2001
                                                ---------      -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $610,290        $1,734,846
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                93,383            89,157
      (Gain) loss on sale of oil and gas
        properties                             (  15,250)               52
      (Increase) decrease in accounts
        receivable - oil and gas sales         (  49,524)          273,520
      Decrease in deferred charge                      -             3,233
      Decrease in accounts payable             (  22,357)      (    23,720)
      Increase in accrued liability                    -            18,953
                                                --------        ----------
Net cash provided by operating
   activities                                   $616,542        $2,096,041
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($114,166)      ($   14,425)
   Proceeds from the sale of oil and
      gas properties                              16,281                 -
                                                --------        ----------
Net cash used by investing activities          ($ 97,885)      ($   14,425)
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($380,880)      ($2,227,130)
                                                --------        ----------
Net cash used by financing activities          ($380,880)      ($2,227,130)
                                                --------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $137,777       ($  145,514)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           160,008           561,839
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $297,785        $  416,325
                                                ========        ==========



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



                                      -17-




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

                                     ASSETS


                                           September 30,      December 31,
                                               2002               2001
                                           ------------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                 $  676,038        $  440,024
   Accounts receivable:
      Oil and gas sales                         877,229           687,090
                                             ----------        ----------
        Total current assets                 $1,553,267        $1,127,114

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method              2,704,879         2,553,810

DEFERRED CHARGE                                  87,712            87,712
                                             ----------        ----------
                                             $4,345,858        $3,768,636
                                             ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                          $  611,556        $  773,007
   Gas imbalance payable                          4,991             4,991
                                             ----------        ----------
        Total current liabilities            $  616,547        $  777,998

ACCRUED LIABILITY                            $  317,221        $  317,221

PARTNERS' CAPITAL (DEFICIT):
   General Partner                          ($  229,942)      ($  286,758)
   Limited Partners, issued and
      outstanding, 418,266 units              3,642,032         2,960,175
                                             ----------        ----------
        Total Partners' capital              $3,412,090        $2,673,417
                                             ----------        ----------
                                             $4,345,858        $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 SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,185,582        $1,551,403
   Interest income                                   765            11,436
   Gain on sale of oil and gas
      properties                                       -            34,153
                                              ----------        ----------
                                              $1,186,347        $1,596,992

COSTS AND EXPENSES:
   Lease operating                            $  782,879        $  414,486
   Production tax                                 66,084           106,503
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 114,801            66,772
   General and administrative
      (Note 2)                                   118,351           117,505
                                              ----------        ----------
                                              $1,082,115        $  705,266
                                              ----------        ----------

NET INCOME                                    $  104,232        $  891,726
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   20,679        $   94,038
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $   83,553        $  797,688
                                              ==========        ==========
NET INCOME per unit                           $      .20        $     1.90
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========





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


                                      -19-




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


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

REVENUES:
   Oil and gas sales                          $4,084,397        $6,988,450
   Interest income                                 1,681            49,267
   Gain on sale of oil and gas
      properties                                       -            34,724
                                              ----------        ----------
                                              $4,086,078        $7,072,441

COSTS AND EXPENSES:
   Lease operating                            $2,296,190        $1,952,172
   Production tax                                249,117           447,400
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 259,320           219,870
   General and administrative
      (Note 2)                                   371,420           366,250
                                              ----------        ----------
                                              $3,176,047        $2,985,692
                                              ----------        ----------

NET INCOME                                    $  910,031        $4,086,749
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  114,174        $  258,022
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  795,857        $3,828,727
                                              ==========        ==========
NET INCOME per unit                           $     1.90        $     9.15
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========




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



                                      -20-




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

                                                   2002            2001
                                                 --------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $910,031       $4,086,749
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                259,320          219,870
      Gain on sale of oil and gas
        properties                                      -      (    34,724)
      (Increase) decrease in accounts
        receivable - oil and gas sales          ( 190,139)         830,809
      Decrease in deferred charge                       -           15,262
      Decrease in accounts payable              ( 161,451)     (   163,234)
      Decrease in accrued liability                     -      (   170,830)
                                                 --------       ----------
Net cash provided by operating
   activities                                    $817,761       $4,783,902
                                                 --------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($411,763)      $        -
   Proceeds from sale of oil and gas
      properties                                    1,374           76,783
                                                 --------       ----------
Net cash provided (used) by investing
   activities                                   ($410,389)      $   76,783
                                                 --------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($171,358)     ($5,530,174)
                                                 --------       ----------
Net cash used by financing activities           ($171,358)     ($5,530,174)
                                                 --------       ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                              $236,014      ($  669,489)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            440,024        1,627,830
                                                 --------       ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $676,038       $  958,341
                                                 ========       ==========




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



                                      -21-




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

                                     ASSETS


                                             September 30,     December 31,
                                                 2002              2001
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  234,207       $  144,433
   Accounts receivable:
      Oil and gas sales                           266,194          239,821
                                               ----------       ----------
        Total current assets                   $  500,401       $  384,254

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,812,463        1,948,551

DEFERRED CHARGE                                    37,001           37,001
                                               ----------       ----------
                                               $2,349,865       $2,369,806
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  111,677       $   58,774
   Gas imbalance payable                            2,295            2,295
                                               ----------       ----------
        Total current liabilities              $  113,972       $   61,069

ACCRUED LIABILITY                              $  111,171       $  111,171

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  158,836)     ($  161,655)
   Limited Partners, issued and
      outstanding, 221,484 units                2,283,558        2,359,221
                                               ----------       ----------
        Total Partners' capital                $2,124,722       $2,197,566
                                               ----------       ----------
                                               $2,349,865       $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 SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                           $371,424         $497,289
   Interest income                                  368            5,632
                                               --------         --------
                                               $371,792         $502,921

COSTS AND EXPENSES:
   Lease operating                             $132,369         $144,033
   Production tax                                14,456           30,385
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 73,126           52,966
   General and administrative
      (Note 2)                                   63,528           62,685
                                               --------         --------
                                               $283,479         $290,069
                                               --------         --------

NET INCOME                                     $ 88,313         $212,852
                                               ========         ========
GENERAL PARTNER - NET INCOME                   $  7,323         $ 12,479
                                               ========         ========
LIMITED PARTNERS - NET INCOME                  $ 80,990         $200,373
                                               ========         ========
NET INCOME per unit                            $   0.36         $   0.90
                                               ========         ========
UNITS OUTSTANDING                               221,484          221,484
                                               ========         ========



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


                                      -23-




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


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

REVENUES:
   Oil and gas sales                         $1,234,005         $2,578,902
   Interest income                                1,291             27,090
   Gain on sale of oil and
      gas properties                                  -            313,447
                                             ----------         ----------
                                             $1,235,296         $2,919,439

COSTS AND EXPENSES:
   Lease operating                           $  385,552         $  567,256
   Production tax                                57,116            148,875
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                177,105            175,018
   General and administrative
      (Note 2)                                  204,621            201,369
                                             ----------         ----------
                                             $  824,394         $1,092,518
                                             ----------         ----------

NET INCOME                                   $  410,902         $1,826,921
                                             ==========         ==========
GENERAL PARTNER - NET INCOME                 $   27,565         $   96,992
                                             ==========         ==========
LIMITED PARTNERS - NET INCOME                $  383,337         $1,729,929
                                             ==========         ==========
NET INCOME per unit                          $     1.73         $     7.81
                                             ==========         ==========
UNITS OUTSTANDING                               221,484            221,484
                                             ==========         ==========




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



                                      -24-




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

                                                  2002             2001
                                                ---------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $410,902        $1,826,921
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               177,105           175,018
      Gain on sale of oil and gas
        properties                                     -       (   313,447)
      (Increase) decrease in accounts
        receivable - oil and gas sales         (  26,373)          360,238
      Decrease in deferred charge                      -             7,183
      Increase (decrease) in accounts
        payable                                   52,903       (    10,062)
                                                --------        ----------
Net cash provided by operating
   activities                                   $614,537        $2,045,851
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 42,290)       $        -
   Proceeds from the sale of oil
      and gas properties                           1,273           350,855
                                                --------        ----------
Net cash provided (used) by investing
   activities                                  ($ 41,017)       $  350,855
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($483,746)      ($2,776,076)
                                                --------        ----------
Net cash used by financing activities          ($483,746)      ($2,776,076)
                                                --------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $ 89,744       ($  379,370)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           144,433           754,880
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $234,207        $  375,510
                                                ========        ==========




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



                                      -25-




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

                                     ASSETS


                                             September 30,     December 31,
                                                 2002              2001
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  157,728        $  100,271
   Accounts receivable:
      Oil and gas sales                          166,684           146,838
                                              ----------        ----------
        Total current assets                  $  324,412        $  247,109

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 991,110         1,064,542

DEFERRED CHARGE                                   24,379            24,379
                                              ----------        ----------
                                              $1,339,901        $1,336,030
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   67,144        $   43,676
                                              ----------        ----------
        Total current liabilities             $   67,144        $   43,676

ACCRUED LIABILITY                             $   68,289        $   68,289

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   91,608)      ($   93,950)
   Limited Partners, issued and
      outstanding, 121,925 units               1,296,076         1,318,015
                                              ----------        ----------
        Total Partners' capital               $1,204,468        $1,224,065
                                              ----------        ----------
                                              $1,339,901        $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 SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                              $241,564        $294,441
   Interest income                                     249           3,203
                                                  --------        --------
                                                  $241,813        $297,644

COSTS AND EXPENSES:
   Lease operating                                $ 80,894        $ 94,713
   Production tax                                    9,282          18,340
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                    37,412          28,453
   General and administrative
      (Note 2)                                      35,565          34,736
                                                  --------        --------
                                                  $163,153        $176,242
                                                  --------        --------

NET INCOME                                        $ 78,660        $121,402
                                                  ========        ========
GENERAL PARTNER - NET INCOME                      $  5,417        $  7,048
                                                  ========        ========
LIMITED PARTNERS - NET INCOME                     $ 73,243        $114,354
                                                  ========        ========
NET INCOME per unit                               $    .60        $   0.94
                                                  ========        ========
UNITS OUTSTANDING                                  121,925         121,925
                                                  ========        ========




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


                                      -27-




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


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

REVENUES:
   Oil and gas sales                              $761,759      $1,472,687
   Interest income                                     717          15,778
   Gain on sale of oil and gas
      properties                                         -         207,189
                                                  --------      ----------
                                                  $762,476      $1,695,654

COSTS AND EXPENSES:
   Lease operating                                $243,508      $  351,599
   Production tax                                   34,323          84,530
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                    94,998          94,507
   General and administrative
      (Note 2)                                     120,357         118,221
                                                  --------      ----------
                                                  $493,186      $  648,857
                                                  --------      ----------

NET INCOME                                        $269,290      $1,046,797
                                                  ========      ==========
GENERAL PARTNER - NET INCOME                      $ 17,229      $   55,331
                                                  ========      ==========
LIMITED PARTNERS - NET INCOME                     $252,061      $  991,466
                                                  ========      ==========
NET INCOME per unit                               $   2.07      $     8.13
                                                  ========      ==========
UNITS OUTSTANDING                                  121,925         121,925
                                                  ========      ==========




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



                                      -28-




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


                                                2002               2001
                                              ---------         ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $269,290          $1,046,797
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                              94,998              94,507
      Gain on sale of oil and gas
        properties                                   -         (   207,189)
      (Increase) decrease in accounts
        receivable - oil and gas sales       (  19,846)            206,543
      Decrease in deferred charge                    -               4,464
      Increase (decrease) in accounts
        payable                                 23,468         (     6,275)
                                              --------          ----------
Net cash provided by operating
   activities                                 $367,910          $1,138,847
                                              --------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($ 22,042)         $        -
   Proceeds from the sale of oil and
      gas properties                               476             212,920
                                              --------          ----------
Net cash provided (used) by
   investing activities                      ($ 21,566)         $  212,920
                                              --------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($288,887)        ($1,580,429)
                                              --------          ----------
Net cash used by financing activities        ($288,887)        ($1,580,429)
                                              --------          ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           $ 57,457         ($  228,662)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                         100,271             434,158
                                              --------          ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $157,728          $  205,496
                                              ========          ==========



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



                                      -29-




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


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

      The balance sheets as of September 30, 2002,  statements of operations for
      the  three  and  nine  months  ended  September  30,  2002 and  2001,  and
      statements of cash flows for the nine months ended  September 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 September 30, 2002, the results
      of operations  for the three and nine months ended  September 30, 2002 and
      2001, and the cash flows for the nine months ended  September 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  September  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



                                      -30-




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

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

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


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

      The Partnerships'  partnership agreements provide for reimbursement to the
      General Partner for all direct general and administrative expenses and for
      the general and  administrative  overhead  applicable to the  Partnerships
      based on an allocation of actual costs  incurred.  During the three months
      ended September 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                 $  6,277               $ 69,468
               III-B                    4,568                 36,405
               III-C                    5,456                 64,353
               III-D                    3,922                 34,476
               III-E                    8,281                110,070
               III-F                    5,244                 58,284
               III-G                    3,480                 32,085




                                      -31-





      During the nine months ended  September 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                $ 32,015                $208,404
               III-B                  25,774                 109,215
               III-C                  30,412                 193,059
               III-D                  25,403                 103,428
               III-E                  41,210                 330,210
               III-F                  29,769                 174,852
               III-G                  24,102                  96,255

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





                                      -32-




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

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

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

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

GENERAL
- -------

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





                                      -33-




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

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

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

                  III-A          November 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  September  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 nine
      months ended September 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
      may reduce or eliminate  cash  available for a particular  quarterly  cash
      distribution.  During the nine months ended  September  30, 2002,  capital
      expenditures  for the III-D and III-E  Partnerships  totaled  $114,166 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. In



                                      -34-




      addition,  during  the nine  months  ended  September  30,  2002,  capital
      expenditures for the III-F Partnership totaled $42,290. These expenditures
      were primarily due to a recompletion of the Exxon Fee #1-D well located in
      Terrebonne  Parish,  Louisiana,  in which the  Partnership  owns a working
      interest of approximately 3.7%.

      Pursuant to the terms of the Partnership  Agreements for the  Partnerships
      (the "Partnership  Agreements") the Partnerships were initially  scheduled
      to terminate on the dates  indicated  in the  "Initial  Termination  Date"
      column of the following chart. However, the Partnership Agreements provide
      that the General Partner may extend the term of each Partnership for up to
      five periods of two years each. As of the date of this  Quarterly  Report,
      the General  Partner has  extended the terms of the III-A,  III-B,  III-C,
      III-D, and III-E Partnerships for the second two-year extension period and
      the 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           2       September 5, 2004
         III-E      December 26, 2000           2       December 26, 2004
         III-F      March 7, 2001               1       March 7, 2003
         III-G      September 20, 2001          1       September 20, 2003

      The General  Partner  currently 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 which the
      liabilities are incurred (at the time the wells



                                      -35-




      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 primary source of liquidity and Partnership cash  distributions  comes
      from the net revenues generated from the sale of oil and gas produced from
      the  Partnerships'  oil and gas  properties.  The level of net revenues is
      highly  dependent  upon the total volumes of oil and natural gas sold. Oil
      and gas  reserves  are  depleting  assets and will  experience  production
      declines over time, thereby likely resulting in reduced net revenues.

      The  level of net  revenues  is also  highly  dependent  upon  the  prices
      received for oil and gas sales,  which prices have  historically been very
      volatile  and may continue to be so.  Additionally,  lower oil and natural
      gas  prices  may  reduce  the  amount of oil and gas that is  economic  to
      produce  and  reduce the  Partnerships'  revenues  and cash flow.  Various
      factors  beyond the  Partnerships'  control will affect prices for oil and
      natural gas, such as:

      *     The worldwide and domestic supplies of oil and natural gas;
      *     The  ability  of the  members  of the  Organization  of  Petroleum
            Exporting  Countries  ("OPEC") to agree to and maintain oil prices
            and production quotas;
      *     Political  instability or armed conflict in oil-producing  regions
            or around major shipping areas;
      *     The level of consumer demand and overall economic activity;
      *     The competitiveness of alternative fuels;



                                      -36-




      *     Weather conditions;
      *     The  availability  of pipelines for  transportation;  and
      *     Domestic and foreign government regulations and taxes.

      Recently,  while economic factors have been relatively unfavorable for oil
      and natural  gas demand,  oil prices  have  benefited  from the  political
      uncertainty  associated with the increase in terrorist activities in parts
      of the  world.  In the last few years,  natural  gas  prices  have  varied
      significantly,  from very high prices in late 2000 and early 2001,  to low
      prices in late 2001 and early 2002,  to rising prices in the later part of
      2002. The high natural gas prices were associated with cold winter weather
      and decreased  supply from reduced  capital  investment  for new drilling,
      while the low prices were  associated with warm winter weather and reduced
      economic  activity.  The more  recent  increase in prices is the result of
      increased demand from weather  patterns,  the pricing effect of relatively
      high oil prices and increased concern about the ability of the industry to
      meet  any  longer-term   demand  increases  based  upon  current  drilling
      activity.  It is not  possible to predict the future  direction  of oil or
      natural gas prices or whether the above discussed trends will remain.

      Operating costs,  including General and Administrative  Expenses,  may not
      decline over time or may experience only a gradual decline, thus adversely
      affecting net revenues as either  production or oil and natural gas prices
      decline.  In any particular  period,  net revenues may also be affected by
      either the receipt of proceeds  from  property  sales or the  incursion of
      additional  costs as a result of well workovers,  recompletions,  new well
      drilling, and other events.


PROVED RESERVES AND NET PRESENT VALUE
- -------------------------------------

      The process of  estimating  oil and gas  reserves  is  complex,  requiring
      significant   subjective   decisions  in  the   evaluation   of  available
      geological,  engineering,  and economic data for each reservoir.  The data
      for a given reservoir may change  substantially  over time as a result of,
      among other things,  additional development activity,  production history,
      and  viability  of   production   under   varying   economic   conditions;
      consequently,  it  is  reasonably  possible  that  material  revisions  to
      existing  reserve  estimates  may  occur  in the  future.  Although  every
      reasonable  effort has been made to ensure  that these  reserve  estimates
      represent the most accurate assessment  possible,  the significance of the
      subjective  decisions required and variances in available data for various
      reservoirs  make  these  estimates   generally  less  precise  than  other
      estimates presented in connection with financial statement disclosures.




                                      -37-




      The  following  tables   summarize   changes  in  net  quantities  of  the
      Partnerships'  proved  reserves,  all of which are  located  in the United
      States, for the periods  indicated.  The proved reserves were estimated by
      petroleum  engineers  employed by affiliates of the Partnerships,  and are
      annually reviewed by an independent  engineering  firm.  "Proved reserves"
      refers to those  estimated  quantities  of crude oil, gas, and gas liquids
      which   geological  and  engineering   data  demonstrate  with  reasonable
      certainty  to be  recoverable  in  future  years  from  known  oil and gas
      reservoirs under existing economic and operating conditions. The following
      information includes certain gas balancing adjustments which cause the gas
      volume to differ from the reserve reports prepared by the General Partner.

                                III-A Partnership
                                -----------------

                                                  Crude          Natural
                                                   Oil             Gas
                                                (Barrels)         (Mcf)
                                                ---------      -----------

      Proved reserves, Dec. 31, 2001             191,786        4,021,761
         Production                             ( 42,011)      (  771,150)
         Extensions and discoveries                  981           24,661
         Revisions of previous
            estimates                           ( 82,946)         577,721
                                                --------        ---------

      Proved reserves, Sept. 30, 2002             67,810        3,852,993
                                                 =======        =========


                                III-B Partnership
                                -----------------

                                                  Crude          Natural
                                                   Oil             Gas
                                                (Barrels)         (Mcf)
                                                ---------      -----------

      Proved reserves, Dec. 31, 2001             134,902        1,851,831
         Production                             ( 30,381)      (  422,121)
         Extensions and discoveries                  647           16,266
         Revisions of previous
            estimates                           ( 54,277)         263,728
                                                 -------        ---------

      Proved reserves, Sept. 30, 2002             50,891        1,709,704
                                                 =======        =========




                                      -38-





                                III-C Partnership
                                -----------------

                                                  Crude          Natural
                                                   Oil             Gas
                                                (Barrels)         (Mcf)
                                                ---------      -----------

      Proved reserves, Dec. 31, 2001              85,153        5,132,032
         Production                              ( 9,026)      (  637,144)
         Sale of minerals in place               (   107)      (   13,590)
         Extensions and discoveries               14,488           25,694
         Revisions of previous
            estimates                              7,893          353,477
                                                 -------        ---------

      Proved reserves, Sept. 30, 2002             98,401        4,860,469
                                                 =======        =========


                                III-D Partnership
                                -----------------

                                                  Crude          Natural
                                                   Oil             Gas
                                                (Barrels)         (Mcf)
                                                ---------      -----------

      Proved reserves, Dec. 31, 2001             197,373        2,948,537
         Production                             ( 17,127)      (  389,844)
         Sale of minerals in place              (     90)      (   11,178)
         Extensions and discoveries               72,663           13,427
         Revisions of previous
            estimates                           (  2,116)          60,063
                                                 -------        ---------

      Proved reserves, Sept. 30, 2002            250,703        2,621,005
                                                 =======        =========





                                      -39-




                                III-E Partnership
                                -----------------

                                                   Crude         Natural
                                                    Oil            Gas
                                                 (Barrels)        (Mcf)
                                                -----------    ------------

      Proved reserves, Dec. 31, 2001             1,125,061       8,834,436
         Production                             (  100,957)     (  769,051)
         Extensions and discoveries                435,595             176
         Revisions of previous
            estimates                           (   40,597)     (  918,639)
                                                 ---------       ---------

      Proved reserves, Sept. 30, 2002            1,419,102       7,146,922
                                                 =========       =========


                                III-F Partnership
                                -----------------

                                                  Crude          Natural
                                                   Oil             Gas
                                                (Barrels)         (Mcf)
                                                ---------      -----------

      Proved reserves, Dec. 31, 2001             214,415        4,615,852
         Production                             ( 18,000)      (  354,147)
         Extensions and discoveries                   53              152
         Revisions of previous
            estimates                             25,776          219,080
                                                 -------        ---------

      Proved reserves, Sept. 30, 2002            222,244        4,480,937
                                                 =======        =========



                                      -40-





                                III-G Partnership
                                -----------------

                                                  Crude          Natural
                                                   Oil             Gas
                                                (Barrels)         (Mcf)
                                                ---------      -----------

      Proved reserves, Dec. 31, 2001             181,964        2,481,383
         Production                             ( 14,268)      (  187,256)
         Extensions and discoveries                  616               72
         Revisions of previous
            estimates                             18,418          115,926
                                                 -------        ---------

      Proved reserves, Sept. 30, 2002            186,730        2,410,125
                                                 =======        =========

      In  addition  to  the  volume  changes,  the  net  present  value  of  the
      Partnerships'  reserves  may  change  dramatically  as oil and gas  prices
      change or as volumes change for the reasons  described  above. Net present
      value represents  estimated future gross cash flow from the production and
      sale of proved  reserves,  net of estimated oil and gas  production  costs
      (including production taxes, ad valorem taxes, and operating expenses) and
      estimated future development costs, discounted at 10% per annum.

      The  following  table  indicates  the  estimated  net present value of the
      Partnerships'  proved  reserves as of December 31, 2001 and  September 30,
      2002. Net present value attributable to the Partnerships'  proved reserves
      was  calculated on the basis of current costs and prices as of the date of
      estimation.  Such  prices  were  $16.75 per barrel and $2.65 per Mcf as of
      December  31, 2001 and $27.25 per barrel and $3.76 per Mcf as of September
      30, 2002. Such prices were not escalated  except in certain  circumstances
      where  escalations were fixed and readily  determinable in accordance with
      applicable  contract  provisions.  The prices used in calculating  the net
      present value  attributable  to the  Partnerships'  proved reserves do not
      necessarily reflect market prices for oil and gas production subsequent to
      the date the net present  value was  estimated.  There can be no assurance
      that  the  prices  used  in  calculating  the  net  present  value  of the
      Partnerships'   proved   reserves  will  actually  be  realized  for  such
      production.



                                      -41-





                                    Net Present Value of Reserves
                                 ----------------------------------
            Partnership           12/31/01               9/30/02
            -----------          ----------            ------------
                III-A            $7,359,380            $ 8,538,912
                III-B            $4,018,544            $ 4,246,910
                III-C            $5,806,578            $ 9,085,985
                III-D            $3,441,581            $ 5,456,343
                III-E            $9,759,825            $14,812,767
                III-F            $4,841,085            $ 7,701,074
                III-G            $2,809,904            $ 4,592,936

      The III-A and III-B  Partnerships  have interests in several wells located
      in  the  Jennings  Townsite  Field,  Jefferson  Davis  Parish,  Louisiana.
      Recompletion  and well  workover  activities  in 2001  led to  significant
      increases in oil production from the wells. Recent production information,
      however, indicates that the wells are experiencing a steeper than expected
      decline in  production.  Thus,  the estimated oil reserves and net present
      value  for  these  wells as of  September  30,  2002 are  less  than  such
      estimates as of December 31, 2001 which were included in the Partnerships'
      Annual Report on Form 10-K for the year ended December 31, 2001.

      In  addition,  a  material  oil and gas  property  for the III-D and III-E
      Partnerships is the Jay-Little  Escambia Creek Field Unit located in Santa
      Rosa County, Florida. The property, consisting of several producing wells,
      several nitrogen gas injection wells (to stimulate production),  and a gas
      plant, is operated by Exxon-Mobil.  In late 2001 and in 2002, the property
      experienced  mechanical   difficulties,   primarily  associated  with  the
      nitrogen  injection system.  Also, an unsuccessful  directionally  drilled
      well was undertaken. As a consequence,  expenses on the property have been
      higher,  which resulted in the estimated gas reserves for this field as of
      September 30, 2002 to be less than such estimates as of December 31, 2001,
      which was included in the Partnerships' Annual Report on Form 10-K for the
      year ended December 31, 2001.




                                      -42-





      III-A PARTNERSHIP

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

                                             Three Months Ended September 30,
                                             --------------------------------
                                                   2002             2001
                                                ----------       ----------
      Oil and gas sales                         $1,051,646       $1,539,002
      Oil and gas production expenses           $  230,722       $  172,594
      Barrels produced                              14,389           35,632
      Mcf produced                                 251,519          207,828
      Average price/Bbl                         $    26.65       $    25.46
      Average price/Mcf                         $     2.66       $     3.04

      As shown in the table above,  total oil and gas sales  decreased  $487,356
      (31.7%) for the three months ended  September  30, 2002 as compared to the
      three months ended September 30, 2001. Of this decrease, approximately (i)
      $541,000 was related to a decrease in volumes of oil sold and (ii) $96,000
      was  related  to a  decrease  in the  average  price  of gas  sold.  These
      decreases were partially offset by an increase of  approximately  $133,000
      related  to an  increase  in  volumes  of gas  sold.  Volumes  of oil sold
      decreased  21,243 barrels,  while volumes of gas sold increased 43,691 Mcf
      for the three  months  ended  September  30, 2002 as compared to the three
      months ended  September 30, 2001.  The decrease in volumes of oil sold was
      primarily due to (i) a decline in  production  on several wells  following
      the  successful  recompletions  of those  wells  during  mid 2001,  (ii) a
      positive  prior  period  volume  adjustment  made by the  purchaser on one
      significant  well during the three months ended  September  30, 2001,  and
      (iii) normal  declines in production.  The increase in volumes of gas sold
      was primarily due to (i) a positive prior period gas balancing  adjustment
      on one  significant  well during the three months ended September 30, 2002
      and (ii) an increase in production on another  significant well due to the
      successful  workover of that well during early 2002.  These increases were
      partially offset by a decline in production on several wells following the
      successful  recompletions  of those  wells  during mid 2001.  Average  oil
      prices increased to $26.65 per barrel for the three months ended September
      30, 2002 from $25.46 per barrel for the three months ended  September  30,
      2001.  Average gas prices  decreased to $2.66 per Mcf for the three months
      ended  September  30, 2002 from $3.04 per Mcf for the three  months  ended
      September 30, 2001.



                                      -43-




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $58,128  (33.7%) for the three months ended
      September  30, 2002 as compared to the three  months ended  September  30,
      2001. This increase was primarily due to (i) a positive prior period lease
      operating  expense  adjustment  on one  significant  well during the three
      months ended September 30, 2002 and (ii) an increase in workover  expenses
      incurred  on  another  significant  well  during  the three  months  ended
      September  30, 2002 as compared to the three  months ended  September  30,
      2001. These increases were partially offset by (i) a negative prior period
      lease operating  environmental  expense adjustment on one significant well
      due to the receipt of  insurance  proceeds  during the three  months ended
      September 30, 2002 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 21.9% for the three months ended September 30,
      2002 from  11.2% for the three  months  ended  September  30,  2001.  This
      percentage  increase was primarily  due to the dollar  increase in oil and
      gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $124,969 (106.5%) for the three months ended September 30, 2002
      as compared to the three months ended  September  30, 2001.  This increase
      was primarily due to (i) an increase in depletable  oil and gas properties
      primarily  due to drilling  activities  on several  wells during the three
      months  ended  September  30,  2002 and  (ii)  downward  revisions  in the
      estimates of remaining oil reserves at September 30, 2002. As a percentage
      of oil and gas sales, this expense increased to 23.0% for the three months
      ended  September  30, 2002 from 7.6% for the three months ended  September
      30,  2001.  This  percentage  increase  was  primarily  due to the  dollar
      increase in depreciation, depletion and amortization.

      General and  administrative  expenses  increased $858 (1.1%) for the three
      months  ended  September  30, 2002 as compared to the three  months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased to 7.2% for the three months ended  September 30, 2002 from 4.9%
      for the three months ended September 30, 2001.  This  percentage  increase
      was primarily due to the decrease in oil and gas sales.




                                      -44-





      NINE MONTHS  ENDED  SEPTEMBER  30, 2002  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2001.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   2002             2001
                                                ----------       ----------
      Oil and gas sales                         $3,039,666       $4,396,405
      Oil and gas production expenses           $  723,543       $  668,240
      Barrels produced                              42,011           59,833
      Mcf produced                                 771,150          565,456
      Average price/Bbl                         $    23.42       $    26.27
      Average price/Mcf                         $     2.67       $     5.00

      As shown in the table above, total oil and gas sales decreased  $1,356,739
      (30.9%) for the nine months  ended  September  30, 2002 as compared to the
      nine months ended September 30, 2001. Of this decrease,  approximately (i)
      $1,796,000  was related to a decrease in the average price of gas sold and
      (ii)  $468,000  was  related to a decrease  in volumes of oil sold,  which
      decreases were partially offset by an increase of approximately $1,028,000
      related  to an  increase  in  volumes  of gas  sold.  Volumes  of oil sold
      decreased 17,822 barrels,  while volumes of gas sold increased 205,694 Mcf
      for the nine  months  ended  September  30,  2002 as  compared to the nine
      months ended  September 30, 2001.  The decrease in volumes of oil sold was
      primarily due to (i) a decline in  production  on several wells  following
      the  successful  recompletions  of those  wells  during  mid 2001 and (ii)
      normal declines in production. These decreases were partially offset by 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)  positive  prior  period gas  balancing  adjustments  on two
      significant wells during the nine months ended September 30, 2002. Average
      oil and gas  prices  decreased  to $23.42  per  barrel  and $2.67 per Mcf,
      respectively, for the nine months ended September 30, 2002 from $26.27 per
      barrel  and  $5.00  per  Mcf,  respectively,  for the  nine  months  ended
      September 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $55,303  (8.3%) for the nine  months  ended
      September  30, 2002 as compared to the nine  months  ended  September  30,
      2001.  This increase was primarily due to (i) positive  prior period lease
      operating  expense  adjustments on two  significant  wells during the nine
      months ended  September  30, 2002,  (ii) an increase in workover  expenses
      incurred  on  another  significant  well  during  the  nine  months  ended
      September  30, 2002 as compared to the nine  months  ended  September  30,
      2001, and (iii)



                                      -45-




      workover  expenses incurred on one significant well during the nine months
      ended  September 30, 2002.  These  increases  were  partially  offset by 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
      23.8% for the nine months ended September 30, 2002 from 15.2% for the nine
      months ended September 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 $154,069 (59.9%) for the nine months ended September 30, 2002 as
      compared to the nine months ended  September  30, 2001.  This increase was
      primarily  due to (i) an increase  in  depletable  oil and gas  properties
      primarily  due to drilling  activities  on several  wells  during the nine
      months  ended  September  30,  2002 and  (ii)  downward  revisions  in the
      estimates of remaining oil reserves at September 30, 2002. As a percentage
      of oil and gas sales,  this expense increased to 13.5% for the nine months
      ended September 30, 2002 from 5.9% for the nine months ended September 30,
      2001. This  percentage  increase was primarily due to the (i) decreases in
      the  average  prices of oil and gas sold and (ii) the dollar  increase  in
      depreciation, depletion, and amortization.

      General and  administrative  expenses increased $3,752 (1.6%) for the nine
      months  ended  September  30, 2002 as  compared  to the nine months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased to 7.9% for the nine months ended  September  30, 2002 from 5.4%
      for the nine months ended September 30, 2001. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30, 2002  totaling  $33,298,701  or 126.14% of Limited  Partners'  capital
      contributions.




                                      -46-





      III-B PARTNERSHIP

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

                                            Three Months Ended September 30,
                                            --------------------------------
                                                    2002            2001
                                                  --------        --------
      Oil and gas sales                           $604,146        $955,844
      Oil and gas production expenses             $150,061        $100,588
      Barrels produced                              10,164          24,617
      Mcf produced                                 133,451         107,825
      Average price/Bbl                           $  26.59        $  25.47
      Average price/Mcf                           $   2.50        $   3.05

      As shown in the table above,  total oil and gas sales  decreased  $351,698
      (36.8%) for the three months ended  September  30, 2002 as compared to the
      three months ended September 30, 2001. Of this decrease, approximately (i)
      $368,000 was related to a decrease in volumes of oil sold and (ii) $73,000
      was  related  to a  decrease  in the  average  price  of gas  sold.  These
      decreases were partially  offset by an increase of  approximately  $78,000
      related  to an  increase  in  volumes  of gas  sold.  Volumes  of oil sold
      decreased  14,453 barrels,  while volumes of gas sold increased 25,626 Mcf
      for the three  months  ended  September  30, 2002 as compared to the three
      months ended  September 30, 2001.  The decrease in volumes of oil sold was
      primarily due to (i) a decline in  production  on several wells  following
      the  successful  recompletions  of those  wells  during  mid 2001 and (ii)
      normal  declines in  production.  The  increase in volumes of gas sold was
      primarily due to (i) a positive  prior period gas balancing  adjustment on
      one significant  well during the three months ended September 30, 2002 and
      (ii) an  increase in  production  on another  significant  well due to the
      successful  workover of that well during early 2002.  These increases were
      partially offset by a decline in production on several wells following the
      successful  recompletions  of those  wells  during mid 2001.  Average  oil
      prices increased to $26.59 per barrel for the three months ended September
      30, 2002 from $25.47 per barrel for the three months ended  September  30,
      2001.  Average gas prices  decreased to $2.50 per Mcf for the three months
      ended  September  30, 2002 from $3.05 per Mcf for the three  months  ended
      September 30, 2001.



                                      -47-





      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $49,473  (49.2%) for the three months ended
      September  30, 2002 as compared to the three  months ended  September  30,
      2001. This increase was primarily due to (i) a positive prior period lease
      operating  expense  adjustment  on one  significant  well during the three
      months ended September 30, 2002 and (ii) an increase in workover  expenses
      incurred  on  another  significant  well  during  the three  months  ended
      September  30, 2002 as compared to the three  months ended  September  30,
      2001. These increases were partially offset by (i) a negative prior period
      lease operating  environmental  expense adjustment on one significant well
      due to the receipt of  insurance  proceeds  during the three  months ended
      September 30, 2002 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 24.8% for the three months ended September 30,
      2002 from  10.5% for the three  months  ended  September  30,  2001.  This
      percentage  increase was primarily  due to the dollar  increase in oil and
      gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $78,678  (114.7%) for the three months ended September 30, 2002
      as compared to the three months ended  September  30, 2001.  This increase
      was primarily due to (i) an increase in depletable  oil and gas properties
      primarily  due to drilling  activities  on several  wells during the three
      months  ended  September  30,  2002 and  (ii)  downward  revisions  in the
      estimates of remaining oil reserves at September 30, 2002. As a percentage
      of oil and gas sales, this expense increased to 24.4% for the three months
      ended  September  30, 2002 from 7.2% for the three months ended  September
      30,  2001.  This  percentage  increase  was  primarily  due to the  dollar
      increase in depreciation, depletion, and amortization.

      General and  administrative  expenses  increased $866 (2.2%) for the three
      months  ended  September  30, 2002 as compared to the three  months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased to 6.8% for the three months ended  September 30, 2002 from 4.2%
      for the three months ended September 30, 2001.  This  percentage  increase
      was primarily due to the decrease in oil and gas sales.



                                      -48-





      NINE MONTHS  ENDED  SEPTEMBER  30, 2002  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2001.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                     2002          2001
                                                  ----------    ----------
      Oil and gas sales                           $1,811,852    $2,534,900
      Oil and gas production expenses             $  499,128    $  411,121
      Barrels produced                                30,381        43,256
      Mcf produced                                   422,121       281,675
      Average price/Bbl                           $    23.54    $    26.37
      Average price/Mcf                           $     2.60    $     4.95

      As shown in the table above,  total oil and gas sales  decreased  $723,048
      (28.5%) for the nine months  ended  September  30, 2002 as compared to the
      nine months ended September 30, 2001. Of this decrease,  approximately (i)
      $86,000 and  $992,000,  respectively,  were  related to  decreases  in the
      average  prices of oil and gas sold and (ii)  $340,000  was  related  to a
      decrease in volumes of oil sold.  These decreases were partially offset by
      an increase of approximately $695,000 related to an increase in volumes of
      gas sold.  Volumes of oil sold decreased 12,875 barrels,  while volumes of
      gas sold  increased  140,446 Mcf for the nine months ended  September  30,
      2002 as compared to the nine months ended September 30, 2001. The decrease
      in volumes of oil sold was primarily due to (i) a decline in production on
      several wells following the successful recompletions of those wells during
      mid 2001 and (ii) normal  declines in  production.  These  decreases  were
      partially offset by 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)  positive  prior  period  gas  balancing
      adjustments  on  two  significant  wells  during  the  nine  months  ended
      September  30,  2002.  Average oil and gas prices  decreased to $23.54 per
      barrel  and  $2.60  per  Mcf,  respectively,  for the  nine  months  ended
      September 30, 2002 from $26.37 per barrel and $4.95 per Mcf, respectively,
      for the nine months ended September 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $88,007  (21.4%) for the nine months  ended
      September  30, 2002 as compared to the nine  months  ended  September  30,
      2001.  This increase was primarily due to (i) positive  prior period lease
      operating  expense  adjustments on two  significant  wells during the nine
      months ended  September  30, 2002,  (ii) an increase in workover  expenses
      incurred on one  significant  well during the nine months ended  September
      30, 2002 as compared to the



                                      -49-




      nine months ended September 30, 2001, and (iii) workover expenses incurred
      on two wells within the same unit during the nine months  ended  September
      30,  2002.  These  increases  were  partially  offset  by  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 27.5% for the
      nine months ended  September 30, 2002 from 16.2% for the nine months ended
      September  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 $105,196 (72.4%) for the nine months ended September 30, 2002 as
      compared to the nine months ended  September  30, 2001.  This increase was
      primarily  due to (i) an increase  in  depletable  oil and gas  properties
      primarily  due to drilling  activities  on several  wells  during the nine
      months  ended  September  30,  2002 and  (ii)  downward  revisions  in the
      estimates of remaining oil reserves at September 30, 2002. As a percentage
      of oil and gas sales,  this expense increased to 13.8% for the nine months
      ended September 30, 2002 from 5.7% for the nine months ended September 30,
      2001. This  percentage  increase was primarily due to (i) the decreases in
      the  average  prices of oil and gas sold and (ii) the dollar  increase  in
      deprecation, depletion, and amortization.

      General and  administrative  expenses increased $2,338 (1.8%) for the nine
      months  ended  September  30, 2002 as  compared  to the nine months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased to 7.5% for the nine months ended  September  30, 2002 from 5.2%
      for the nine months ended September 30, 2001. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30, 2002  totaling  $19,072,353  or 137.87% of Limited  Partners'  capital
      contributions.




                                      -50-




      III-C PARTNERSHIP

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

                                            Three Months Ended September 30,
                                            --------------------------------
                                                    2002           2001
                                                  --------       --------
      Oil and gas sales                           $664,913       $624,483
      Oil and gas production expenses             $169,814       $158,321
      Barrels produced                               2,684          4,699
      Mcf produced                                 208,418        211,754
      Average price/Bbl                           $  28.00       $  25.89
      Average price/Mcf                           $   2.83       $   2.37

      As shown in the table  above,  total oil and gas sales  increased  $40,430
      (6.5%) for the three  months ended  September  30, 2002 as compared to the
      three months ended  September  30, 2001. Of this  increase,  approximately
      $6,000 and $95,000, respectively, were related to increases in the average
      prices of oil and gas  sold,  which  increases  were  partially  offset by
      decreases of approximately  $53,000 and $8,000,  respectively,  related to
      decreases  in  volumes  of oil and gas sold.  Volumes  of oil and gas sold
      decreased 2,015 barrels and 3,336 Mcf, respectively,  for the three months
      ended  September 30, 2002 as compared to the three months ended  September
      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 negative prior period
      volume adjustment made by the purchaser on one significant well during the
      three months ended  September 30, 2002.  These  decreases  were  partially
      offset  by (i) a  negative  prior  period  volume  adjustment  made by the
      purchaser  on  another  significant  well  during the three  months  ended
      September 30, 2001 and (ii) the III-C  Partnership  receiving an increased
      percentage of sales on one significant  well during the three months ended
      September 30, 2002 due to gas balancing.  As of the date of this Quarterly
      Report,  management  expects the gas balancing  adjustment 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
      increased  to $28.00 per barrel and $2.83 per Mcf,  respectively,  for the
      three months ended September 30, 2002 from $25.89 per barrel and $2.37 per
      Mcf, respectively, for the three months ended September 30, 2001.




                                      -51-




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $11,493  (7.3%) for the three  months ended
      September  30, 2002 as compared to the three  months ended  September  30,
      2001. This increase was primarily due to positive prior period  production
      tax  adjustments on several wells during the three months ended  September
      30, 2002.  This  increase was  partially  offset by negative  prior period
      lease  operating  expense  adjustments  on several  wells during the three
      months ended  September  30, 2002.  As a percentage  of oil and gas sales,
      these expenses remained  relatively constant at 25.5% for the three months
      ended  September  30, 2002 and 25.4% for the three months ended  September
      30, 2001.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $8,345 (13.8%) for the three months ended September 30, 2002 as
      compared to the three months ended  September 30, 2001.  This decrease was
      primarily due to (i) the decreases in volumes of oil and gas sold and (ii)
      upward  revisions in the  estimates  of remaining  oil and gas reserves at
      September 30, 2002.  These decreases were partially  offset by an increase
      in depletable oil and gas properties  primarily due to drilling activities
      on several  wells during the three months ended  September  30, 2002. As a
      percentage  of oil and gas sales,  this expense  decreased to 7.8% for the
      three months ended September 30, 2002 from 9.7% for the three months ended
      September  30, 2001.  This  percentage  decrease was  primarily due to the
      increases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased $837 (1.2%) for the three
      months  ended  September  30, 2002 as compared to the three  months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      decreased  to 10.5% for the three  months  ended  September  30, 2002 from
      11.0% for the three months ended September 30, 2001.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2002  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2001.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                     2002           2001
                                                  ----------     ----------
      Oil and gas sales                           $1,950,464     $3,849,896
      Oil and gas production expenses             $  538,477     $  669,196
      Barrels produced                                 9,026         12,086
      Mcf produced                                   637,144        734,242
      Average price/Bbl                           $    23.96     $    27.15
      Average price/Mcf                           $     2.72     $     4.80

      As shown in the table above, total oil and gas sales decreased  $1,899,432
      (49.3%) for the nine months  ended  September  30, 2002 as compared to the
      nine months ended



                                      -52-




      September 30, 2001. Of this  decrease,  approximately  (i)  $1,322,000 was
      related to a decrease in the average  price of gas sold and (ii)  $466,000
      was related to a decrease  in volumes of gas sold.  Volumes of oil and gas
      sold decreased  3,060 barrels and 97,098 Mcf,  respectively,  for the nine
      months  ended  September  30, 2002 as  compared  to the nine months  ended
      September 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 nine months ended September 30, 2001.  Average oil and gas
      prices decreased to $23.96 per barrel and $2.72 per Mcf, respectively, for
      the nine months ended  September 30, 2002 from $27.15 per barrel and $4.80
      per Mcf, respectively, for the nine months ended September 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $130,719  (19.5%) for the nine months ended
      September  30, 2002 as compared to the nine  months  ended  September  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 several wells during the nine months ended
      September 30, 2002. As a percentage of oil and gas sales,  these  expenses
      increased to 27.6% for the nine months ended September 30, 2002 from 17.4%
      for the nine months ended September 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  $14,849 (7.3%) for the nine months ended  September 30, 2002 as
      compared to the nine months ended  September  30, 2001.  This decrease was
      primarily due to (i) the decreases in volumes of oil and gas sold and (ii)
      upward  revisions in the  estimates  of remaining  oil and gas reserves at
      September 30, 2002.  These decreases were partially  offset by an increase
      in depletable oil and gas properties  primarily due to drilling activities
      on several  wells during the nine months ended  September  30, 2002.  As a
      percentage  of oil and gas sales,  this expense  increased to 9.6% for the
      nine months ended  September  30, 2002 from 5.3% for the nine months ended
      September  30, 2001.  This  percentage  increase was  primarily due to the
      decreases in the average prices of oil and gas sold.




                                      -53-




      General and  administrative  expenses increased $3,413 (1.6%) for the nine
      months  ended  September  30, 2002 as  compared  to the nine months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased to 11.5% for the nine months ended  September 30, 2002 from 5.7%
      for the nine months ended September 30, 2001. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30, 2002  totaling  $25,364,795  or 103.73% of Limited  Partners'  capital
      contributions.

      III-D PARTNERSHIP

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

                                            Three Months Ended September 30,
                                            --------------------------------
                                                  2002              2001
                                                --------          --------
      Oil and gas sales                         $447,909          $458,986
      Oil and gas production expenses           $178,210          $134,192
      Barrels produced                             5,045             7,100
      Mcf produced                               121,285           130,839
      Average price/Bbl                         $  24.76          $  23.25
      Average price/Mcf                         $   2.66          $   2.25

      As shown in the table  above,  total oil and gas sales  decreased  $11,077
      (2.4%) for the three  months ended  September  30, 2002 as compared to the
      three months ended  September  30, 2001. Of this  decrease,  approximately
      $49,000 and $21,000, respectively,  related to decreases in volumes of oil
      and gas sold,  which  decreases  were  partially  offset by  increases  of
      approximately  $8,000 and $51,000,  respectively,  related to increases in
      the  average  prices  of oil and gas  sold.  Volumes  of oil and gas  sold
      decreased 2,055 barrels and 9,554 Mcf, respectively,  for the three months
      ended  September 30, 2002 as compared to the three months ended  September
      30, 2001.  The decrease in volumes of oil sold was primarily due to normal
      declines in production. Average oil and gas prices increased to $24.76 per
      barrel  and  $2.66  per Mcf,  respectively,  for the  three  months  ended
      September 30, 2002 from $23.25 per barrel and $2.25 per Mcf, respectively,
      for the three months ended September 30, 2001.




                                      -54-




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $44,018  (32.8%) for the three months ended
      September  30, 2002 as compared to the three  months ended  September  30,
      2001.  This increase was primarily due to (i) negative  prior period lease
      operating  expense  adjustments on two significant  wells during the three
      months ended September 30, 2001 and (ii) subsurface repair and maintenance
      expenses  incurred on another  significant  well  during the three  months
      ended  September 30, 2002.  These  increases  were  partially  offset by a
      decrease in workover  expenses  incurred on two wells within the same unit
      during the three months ended  September 30, 2002 as compared to the three
      months ended  September  30, 2001.  As a percentage  of oil and gas sales,
      these expenses increased to 39.8% for the three months ended September 30,
      2002 from  29.2% for the three  months  ended  September  30,  2001.  This
      percentage  increase was primarily  due to the dollar  increase in oil and
      gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $9,079 (33.1%) for the three months ended September 30, 2002 as
      compared to the three months ended  September 30, 2001.  This increase was
      primarily  due  to an  increase  in  depletable  oil  and  gas  properties
      primarily  due to drilling  activities  on several  wells during the three
      months ended September 30, 2002. This increase was partially offset by (i)
      the decreases in volumes of oil and gas sold and (ii) upward  revisions in
      the  estimates of remaining oil and gas reserves at September 30, 2002. As
      a percentage of oil and gas sales,  this expense increased to 8.2% for the
      three months ended September 30, 2002 from 6.0% for the three months ended
      September  30, 2001.  This  percentage  increase was  primarily due to the
      dollar increase in depreciation, depletion and amortization.

      General and  administrative  expenses  increased $845 (2.3%) for the three
      months  ended  September  30, 2002 as compared to the three  months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased to 8.6% for the three months ended  September 30, 2002 from 8.2%
      for the three months ended September 30, 2001.




                                      -55-




      NINE MONTHS  ENDED  SEPTEMBER  30, 2002  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2001.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                   2002              2001
                                                ----------        ----------
      Oil and gas sales                         $1,382,847        $2,535,998
      Oil and gas production expenses           $  566,934        $  603,877
      Barrels produced                              17,127            21,084
      Mcf produced                                 389,844           436,588
      Average price/Bbl                         $    21.25        $    23.95
      Average price/Mcf                         $     2.61        $     4.65

      As shown in the table above, total oil and gas sales decreased  $1,153,151
      (45.5%) for the nine months  ended  September  30, 2002 as compared to the
      nine months ended September 30, 2001. Of this decrease,  approximately (i)
      $795,000  was related to a decrease  in the average  price of gas sold and
      (ii) $217,000 was related to a decrease in volumes of gas sold. Volumes of
      oil and gas sold decreased 3,957 barrels and 46,744 Mcf, respectively, for
      the nine months  ended  September  30, 2002 as compared to the nine months
      ended  September  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 $21.25 per barrel and $2.61 per Mcf, respectively, for
      the nine months ended  September 30, 2002 from $23.95 per barrel and $4.65
      per Mcf, respectively, for the nine months ended September 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $36,943  (6.1%) for the nine  months  ended
      September  30, 2002 as compared to the nine  months  ended  September  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 (i)
      workover expenses incurred on two significant wells during the nine months
      ended  September  30,  2002  and (ii) an  increase  in  workover  expenses
      incurred on two wells  within the same unit  during the nine months  ended
      September  30, 2002 as compared to the nine  months  ended  September  30,
      2001. As a percentage of oil and gas sales,  these  expenses  increased to
      41.0% for the nine months ended September 30, 2002 from 23.8% for the nine
      months ended September 30, 2001.  This  percentage  increase was primarily
      due to the decreases in the average prices of oil and gas sold.




                                      -56-




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $4,226  (4.7%) for the nine months ended  September 30, 2002 as
      compared to the nine months ended  September  30, 2001.  This increase was
      primarily  due  to an  increase  in  depletable  oil  and  gas  properties
      primarily  due to drilling  activities  on several  wells  during the nine
      months ended September 30, 2002. This increase was partially offset by (i)
      the decreases in volumes of oil and gas sold and (ii) upward  revisions in
      the  estimates of remaining oil and gas reserves at September 30, 2002. As
      a percentage of oil and gas sales,  this expense increased to 6.8% for the
      nine months ended  September  30, 2002 from 3.5% for the nine months ended
      September  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 $2,100 (1.7%) for the nine
      months  ended  September  30, 2002 as  compared  to the nine months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased to 9.3% for the nine months ended  September  30, 2002 from 5.0%
      for the nine months ended September 30, 2001. This percentage increase was
      primarily due to the decrease in the oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30, 2002 totaling  $13,900,669 or 106.11% of the Limited Partners' capital
      contributions.

      III-E PARTNERSHIP

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

                                            Three Months Ended September 30,
                                            --------------------------------
                                                   2002             2001
                                                ----------       ----------
      Oil and gas sales                         $1,185,582       $1,551,403
      Oil and gas production expenses           $  848,963       $  520,989
      Barrels produced                              29,212           39,281
      Mcf produced                                 202,835          265,108
      Average price/Bbl                         $    23.97       $    22.10
      Average price/Mcf                         $     2.39       $     2.58

      As shown in the table above,  total oil and gas sales  decreased  $365,821
      (23.6%) for the three months ended  September  30, 2002 as compared to the
      three months ended September 30, 2001. Of this decrease, approximately (i)
      $223,000 and $161,000,  respectively, were related to decreases in volumes
      of oil and gas sold and (ii)  $37,000  was  related to a  decrease  in the
      average price of gas sold.  These  decreases were  partially  offset by an
      increase of approximately $55,000 related to an increase in the average



                                      -57-




      price of oil sold.  Volumes of oil and gas sold  decreased  10,069 barrels
      and 62,273 Mcf,  respectively,  for the three months ended  September  30,
      2002 as  compared  to the three  months  ended  September  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)
      the  shutting-in  of one  significant  well during the three  months ended
      September  30,  2002  in  order  to  perform  a  recompletion,   (ii)  the
      shutting-in  of another  significant  well due to production  difficulties
      during  the three  months  ended  September  30,  2002,  and (iii)  normal
      declines in production. These decreases were partially offset by the III-E
      Partnership  receiving a reduced  percentage  of sales on one  significant
      well  during  the  three  months  ended  September  30,  2001  due  to gas
      balancing. Average oil prices increased to $23.97 per barrel for the three
      months  ended  September  30,  2002 from  $22.10  per barrel for the three
      months ended September 30, 2001. Average gas prices decreased to $2.39 per
      Mcf for the three months ended  September  30, 2002 from $2.58 per Mcf for
      the three months ended September 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $327,974 (63.0%) for the three months ended
      September  30, 2002 as compared to the three  months ended  September  30,
      2001. This increase was primarily due to (i) a negative prior period lease
      operating expense  adjustment made by the operator on one significant well
      during the three months ended  September  30, 2001 and (ii) an increase in
      workover  expenses  on two wells  within  the same unit  during  the three
      months  ended  September  30, 2002 as compared to the three  months  ended
      September 30, 2001. These increases were partially offset by a decrease in
      workover  expenses  on two wells  within  the same unit  during  the three
      months  ended  September  30, 2002 as compared to the three  months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased  to 71.6% for the three  months  ended  September  30, 2002 from
      33.6% for the three  months ended  September  30,  2001.  This  percentage
      increase  was  primarily  due to  the  dollar  increase  in  oil  and  gas
      production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased $48,029 (71.9%) for the three months ended September 30, 2002 as
      compared to the three months ended  September 30, 2001.  This increase was
      primarily  due  to an  increase  in  depletable  oil  and  gas  properties
      primarily due to drilling  activities in a large unitized  property during
      the three months ended  September 30, 2002. As a percentage of oil and gas
      sales, this expense increased to 9.7% for the three months ended September
      30, 2002 from 4.3% for the three months  ended  September  30, 2001.  This
      percentage   increase  was  primarily  due  to  the  dollar   increase  in
      depreciation, depletion, and amortization.



                                      -58-




      General and administrative  expenses remained  relatively constant for the
      three months ended September 30, 2002 and 2001. As a percentage of oil and
      gas sales,  these  expenses  increased to 10.0% for the three months ended
      September  30, 2002 from 7.6% for the three  months  ended  September  30,
      2001.  This  percentage  increase was primarily due to the decrease in oil
      and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2002  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2001.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   2002             2001
                                                ----------       ----------
      Oil and gas sales                         $4,084,397       $6,988,450
      Oil and gas production expenses           $2,545,307       $2,399,572
      Barrels produced                             100,957          123,569
      Mcf produced                                 769,051          907,615
      Average price/Bbl                         $    20.71       $    23.26
      Average price/Mcf                         $     2.59       $     4.53

      As shown in the table above, total oil and gas sales decreased  $2,904,053
      (41.6%) for the nine months  ended  September  30, 2002 as compared to the
      nine months ended September 30, 2001. Of this decrease,  approximately (i)
      $1,492,000  was related to a decrease in the average price of gas sold and
      (ii)  $526,000 and  $628,000,  respectively,  were related to decreases in
      volumes of oil and gas sold.  Volumes of oil and gas sold decreased 22,612
      barrels and 138,564 Mcf, respectively, for the nine months ended September
      30, 2002 as compared to the nine months  ended  September  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 nine months
      ended September 30, 2002, (ii) the shutting-in of another significant well
      during the nine  months  ended  September  30,  2002 in order to perform a
      workover,  and (iii) normal  declines in production.  These decreases were
      partially offset by the III-E Partnership  receiving a reduced  percentage
      of sales on one  significant  well during the nine months ended  September
      30, 2001 due to gas  balancing.  Average oil and gas prices  decreased  to
      $20.71  per barrel and $2.59 per Mcf,  respectively,  for the nine  months
      ended  September  30,  2002  from  $23.26  per  barrel  and $4.53 per Mcf,
      respectively, for the nine months ended September 30, 2001.



                                      -59-




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $145,735  (6.1%) for the nine months  ended
      September  30, 2002 as compared to the nine  months  ended  September  30,
      2001.  This  increase  was  primarily  due to (i) an  increase in workover
      expenses incurred on several wells within two units during the nine months
      ended  September  30, 2002 as compared to the nine months ended  September
      30,  2001  and  (ii) a  negative  prior  period  lease  operating  expense
      adjustment  made by the operator on one  significant  well during the nine
      months ended September 30, 2001.  These increases were partially offset by
      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
      62.3% for the nine months ended September 30, 2002 from 34.3% for the nine
      months ended September 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  $39,450 (17.9%) for the nine months ended September 30, 2002 as
      compared to the nine months ended  September  30, 2001.  This increase was
      primarily  due  to an  increase  in  depletable  oil  and  gas  properties
      primarily due to drilling  activities in a large unitized  property during
      the nine months ended  September  30, 2002. As a percentage of oil and gas
      sales,  this expense increased to 6.3% for the nine months ended September
      30, 2002 from 3.1% for the nine months  ended  September  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 $5,170 (1.4%) for the nine
      months  ended  September  30, 2002 as  compared  to the nine months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased to 9.1% for the nine months ended  September  30, 2002 from 5.2%
      for the nine months ended September 30, 2001. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30, 2002 totaling  $44,205,016 or 105.69% of the Limited Partners' capital
      contributions.



                                      -60-




      III-F PARTNERSHIP

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

                                            Three Months Ended September 30,
                                            --------------------------------
                                                    2002            2001
                                                  --------        --------
      Oil and gas sales                           $371,424        $497,289
      Oil and gas production expenses             $146,825        $174,418
      Barrels produced                               5,448           7,130
      Mcf produced                                 115,952         138,816
      Average price/Bbl                           $  23.83        $  23.90
      Average price/Mcf                           $   2.08        $   2.35

      As shown in the table above,  total oil and gas sales  decreased  $125,865
      (25.3%) for the three months ended  September  30, 2002 as compared to the
      three months ended September 30, 2001. Of this decrease, approximately (i)
      $40,000 and $54,000, respectively, were related to decreases in volumes of
      oil and gas sold and (ii) $31,000 was related to a decrease in the average
      price of gas sold. Volumes of oil and gas sold decreased 1,682 barrels and
      22,864 Mcf, respectively, for the three months ended September 30, 2002 as
      compared to the three months  ended  September  30, 2001.  The decrease in
      volumes  of  oil  sold  was  primarily  due  to  (i)  normal  declines  in
      production, and (ii) a positive prior period volume adjustment made by the
      operator on one  significant  well during the three months ended September
      30, 2001, and (iii) a negative prior period volume  adjustment made by the
      operator  on  another  significant  well  during  the three  months  ended
      September 30, 2002.  The decrease in volumes of gas sold was primarily due
      to (i) normal  declines  in  production  and (ii) the  shutting-in  of one
      significant well during the three months ended September 30, 2002 in order
      to perform a  recompletion.  These  decreases were  partially  offset by a
      negative prior period volume  adjustment  made by the purchaser on another
      significant well during the three months ended September 30, 2001. Average
      oil and gas  prices  decreased  to $23.83  per  barrel  and $2.08 per Mcf,
      respectively,  for the three months ended  September  30, 2002 from $23.90
      per barrel and $2.35 per Mcf,  respectively,  for the three  months  ended
      September 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $27,593  (15.8%) for the three months ended
      September  30, 2002 as compared to the three  months ended  September  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
      negative  prior  period lease  operating  expense  adjustment  made by the
      operator on one  significant  well during the three months ended September
      30, 2002. These decreases were



                                      -61-




      partially  offset by a  negative  prior  period  lease  operating  expense
      adjustment  made by the  operator on another  significant  well during the
      three months ended  September  30,  2001.  As a percentage  of oil and gas
      sales,  these  expenses  increased  to 39.5%  for the three  months  ended
      September  30, 2002 from 35.1% for the three  months ended  September  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 $20,160 (38.1%) for the three months ended September 30, 2002 as
      compared to the three months ended  September 30, 2001.  This increase was
      primarily  due  to an  increase  in  depletable  oil  and  gas  properties
      primarily due to drilling  activities on one  significant  well during the
      three months ended September 30, 2002. This increase was partially  offset
      by (i) the  decreases  in  volumes  of oil and gas sold  and  (ii)  upward
      revisions in the  estimates of remaining oil and gas reserves at September
      30, 2002. As a percentage of oil and gas sales,  this expense increased to
      19.7% for the three  months  ended  September  30, 2002 from 10.7% for the
      three  months  ended  September  30, 2001.  This  percentage  increase was
      primarily  due to the dollar  increase  in  depreciation,  depletion,  and
      amortization.

      General and  administrative  expenses  increased $843 (1.3%) for the three
      months  ended  September  30, 2002 as compared to the three  months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased  to 17.1% for the three  months  ended  September  30, 2002 from
      12.6% for the three  months ended  September  30,  2001.  This  percentage
      increase was primarily due to the decrease in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2002  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2001.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                    2002             2001
                                                  ----------      ----------
      Oil and gas sales                           $1,234,005      $2,578,902
      Oil and gas production expenses             $  442,668      $  716,131
      Barrels produced                                18,000          22,158
      Mcf produced                                   354,147         467,109
      Average price/Bbl                           $    21.84      $    24.24
      Average price/Mcf                           $     2.37      $     4.37

      As shown in the table above, total oil and gas sales decreased  $1,344,897
      (52.1%) for the nine months  ended  September  30, 2002 as compared to the
      nine months ended September 30, 2001. Of this decrease,  approximately (i)
      $707,000 was related to a decrease in the average price of



                                      -62-




      gas sold and (ii)  $494,000  was  related to a decrease  in volumes of gas
      sold. Volumes of oil and gas sold decreased 4,158 barrels and 112,962 Mcf,
      respectively,  for the nine months ended September 30, 2002 as compared to
      the nine months ended  September 30, 2001.  The decrease in volumes of oil
      sold was  primarily due to the sale of one  significant  well during early
      2001.  The decrease in volumes of gas sold was primarily due to (i) normal
      declines in  production,  (ii) the  shutting-in  of one  significant  well
      during the nine  months  ended  September  30,  2002 in order to perform a
      workover, and (iii) the shutting-in of another significant well during the
      nine months ended  September 30, 2002 in order to perform a  recompletion.
      Average  oil and gas prices  decreased  to $21.84 per barrel and $2.37 per
      Mcf,  respectively,  during the nine months ended  September 30, 2002 from
      $24.24  per barrel and $4.37 per Mcf,  respectively,  for the nine  months
      ended September 30, 2001.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-F
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September 30, 2001 and recognized a $313,447 gain on such sales. No
      such sales occurred during the nine months September 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $273,463  (38.2%) for the nine months ended
      September  30, 2002 as compared to the nine  months  ended  September  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  nine  months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased to 35.9% for the nine months ended September 30, 2002 from 27.8%
      for the nine months ended September 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  $2,087  (1.2%) for the nine months ended  September 30, 2002 as
      compared to the nine months ended  September  30, 2001.  This increase was
      primarily  due  to an  increase  in  depletable  oil  and  gas  properties
      primarily due to drilling  activities on one  significant  well during the
      nine months ended September 30, 2002.  This increase was partially  offset
      by (i) the  decreases  in  volumes  of oil and gas sold  and  (ii)  upward
      revisions in the  estimates of remaining oil and gas reserves at September
      30, 2002. As a percentage of oil and gas sales,  this expense increased to
      14.4% for the nine months ended  September 30, 2002 from 6.8% for the nine
      months ended September 30, 2001.  This  percentage  increase was primarily
      due to the decreases in the average prices of oil and gas sold.



                                      -63-




      General and  administrative  expenses increased $3,252 (1.6%) for the nine
      months  ended  September  30, 2002 as  compared  to the nine months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased to 16.6% for the nine months ended  September 30, 2002 from 7.8%
      for the nine months ended September 30, 2001. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30, 2002 totaling  $17,223,904 or 77.77% of the Limited  Partners' capital
      contributions.

      III-G PARTNERSHIP

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

                                            Three Months Ended September 30,
                                            --------------------------------
                                                    2002            2001
                                                  --------        --------
      Oil and gas sales                           $241,564        $294,441
      Oil and gas production expenses             $ 90,176        $113,053
      Barrels produced                               4,266           5,064
      Mcf produced                                  61,506          73,082
      Average price/Bbl                           $  25.31        $  24.13
      Average price/Mcf                           $   2.17        $   2.36

      As shown in the table  above,  total oil and gas sales  decreased  $52,877
      (18.0%) for the three months ended  September  30, 2002 as compared to the
      three months ended September 30, 2001. Of this decrease, approximately (i)
      $19,000 and $27,000, respectively, were related to decreases in volumes of
      oil and gas sold and (ii) $11,000 was related to a decrease in the average
      price of gas sold.  Volumes of oil and gas sold  decreased 798 barrels and
      11,576 Mcf, respectively, for the three months ended September 30, 2002 as
      compared to the three months  ended  September  30, 2001.  The decrease in
      volumes  of  oil  sold  was  primarily  due  to  (i)  normal  declines  in
      production,  (ii) a positive  prior period volume  adjustment  made by the
      operator on one  significant  well during the three months ended September
      30, 2001, and (iii) a negative prior period volume  adjustment made by the
      operator  on  another  significant  well  during  the three  months  ended
      September 30, 2002.  The decrease in volumes of gas sold was primarily due
      to (i) normal  declines  in  production  and (ii) the  shutting-in  of one
      significant well during the three months ended September 30, 2002 in order
      to perform a  recompletion.  These  decreases were  partially  offset by a
      negative prior period volume  adjustment  made by the purchaser on another
      significant well during the three months ended September 30, 2001. Average
      oil prices increased to $25.31 per barrel for the three months ended



                                      -64-




      September  30,  2002 from  $24.13 per barrel  for the three  months  ended
      September 30, 2001.  Average gas prices decreased to $2.17 per Mcf for the
      three  months  ended  September  30, 2002 from $2.36 per Mcf for the three
      months ended September 30, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $22,877  (20.2%) for the three months ended
      September  30, 2002 as compared to the three  months ended  September  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
      negative  prior  period lease  operating  expense  adjustment  made by the
      operator on one  significant  well during the three months ended September
      30, 2002. These decreases were partially offset by a negative prior period
      lease  operating  expense  adjustment  made  by the  operator  on  another
      significant  well during the three months ended  September  30, 2001. As a
      percentage of oil and gas sales, these expenses decreased to 37.3% for the
      three  months  ended  September  30, 2002 from 38.4% for the three  months
      ended September 30, 2001.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $8,959 (31.5%) for the three months ended September 30, 2002 as
      compared to the three months ended  September 30, 2001.  This increase was
      primarily  due  to an  increase  in  depletable  oil  and  gas  properties
      primarily due to drilling  activities on one  significant  well during the
      three months ended September 30, 2002. This increase was partially  offset
      by (i) the  decreases  in  volumes  of oil and gas sold  and  (ii)  upward
      revisions in the  estimates of remaining oil and gas reserves at September
      30, 2002. As a percentage of oil and gas sales,  this expense increased to
      15.5% for the three  months  ended  September  30,  2002 from 9.7% for the
      three  months  ended  September  30, 2001.  This  percentage  increase was
      primarily  due to the dollar  increase  in  depreciation,  depletion,  and
      amortization.

      General and  administrative  expenses  increased $829 (2.4%) for the three
      months  ended  September  30, 2002 as compared to the three  months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased  to 14.7% for the three  months  ended  September  30, 2002 from
      11.8% for the three  months ended  September  30,  2001.  This  percentage
      increase was primarily due to the decrease in oil and gas sales.




                                      -65-




      NINE MONTHS  ENDED  SEPTEMBER  30, 2002  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2001.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                    2002             2001
                                                  --------        ----------
      Oil and gas sales                           $761,759        $1,472,687
      Oil and gas production expenses             $277,831        $  436,129
      Barrels produced                              14,268            16,321
      Mcf produced                                 187,256           245,736
      Average price/Bbl                           $  22.01        $    24.52
      Average price/Mcf                           $   2.39        $     4.36

      As shown in the table above,  total oil and gas sales  decreased  $710,928
      (48.3%) for the nine months  ended  September  30, 2002 as compared to the
      nine months ended September 30, 2001. Of this decrease,  approximately (i)
      $370,000  was related to a decrease  in the average  price of gas sold and
      (ii) $255,000 was related to a decrease in volumes of gas sold. Volumes of
      oil and gas sold decreased 2,053 barrels and 58,480 Mcf, respectively, for
      the nine months  ended  September  30, 2002 as compared to the nine months
      ended  September  30,  2001.  The  decrease  in  volumes  of oil  sold was
      primarily due to the sale of one  significant  well during early 2001. The
      decrease in volumes of gas sold was primarily  due to (i) normal  declines
      in production,  (ii) the  shutting-in of one  significant  well during the
      nine months ended  Septmeber 30, 2002 in order to perform a workover,  and
      (iii) the shutting-in of another  significant  well during the nine months
      ended September 30, 2002 in order to perform a  recompletion.  Average oil
      and gas  prices  decreased  to  $22.01  per  barrel  and  $2.39  per  Mcf,
      respectively,  during the nine months ended September 30, 2002 from $24.52
      per  barrel and $4.36 per Mcf,  respectively,  for the nine  months  ended
      September 30, 2001.

      As  discussed  in  Liquidity  and  Capital   Resources  above,  the  III-G
      Partnership  sold  certain oil and gas  properties  during the nine months
      ended  September 30, 2001 and recognized a $207,189 gain on such sales. No
      such sales occurred during the nine months September 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $158,298  (36.3%) for the nine months ended
      September  30, 2002 as compared to the nine  months  ended  September  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  nine  months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased to 36.5% for the nine months ended September 30, 2002 from 29.6%
      for the nine



                                      -66-




      months  ended  September  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 nine months ended September 30, 2002
      and 2001. An increase in depletable oil and gas  properties  primarily due
      to  drilling  activities  on one  significant  well during the nine months
      ended September 30, 2002 was substantially  offset by (i) the decreases in
      volumes of oil and gas sold and (ii) upward  revisions in the estimates of
      remaining  oil and gas reserves at September  30, 2002. As a percentage of
      oil and gas sales,  this  expense  increased  to 12.5% for the nine months
      ended September 30, 2002 from 6.4% for the nine months ended September 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 $2,136 (1.8%) for the nine
      months  ended  September  30, 2002 as  compared  to the nine months  ended
      September 30, 2001. As a percentage of oil and gas sales,  these  expenses
      increased to 15.8% for the nine months ended  September 30, 2002 from 8.0%
      for the nine months ended September 30, 2001. This percentage increase was
      primarily due to the decrease in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30, 2002 totaling  $9,459,287 or 77.58% of the Limited  Partners'  capital
      contributions.




                                      -67-




ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

            The Partnerships do not hold any market risk sensitive instruments.

ITEM 4.     EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

            Within  the  90  days  prior  to  the  date  of  this  report,   the
            Partnerships  carried out an evaluation  under the  supervision  and
            with the  participation of the Partnerships'  management,  including
            their chief executive  officer and chief financial  officer,  of the
            effectiveness  of the  design  and  operation  of the  Partnerships'
            disclosure  controls and  procedures  pursuant to Rule 13a-14 of the
            Securities  Exchange Act of 1934.  Based upon that  evaluation,  the
            Partnerships'  chief executive  officer and chief financial  officer
            concluded that the Partnerships'  disclosure controls and procedures
            are  effective  in  timely  alerting  them to  material  information
            relating  to  the  Partnerships  required  to  be  included  in  the
            Partnerships'  periodic  filings  with the SEC.  There  have been no
            significant  changes in the  Partnerships'  internal  controls or in
            other factors  which could  significantly  affect the  Partnerships'
            internal  controls  subsequent to the date the Partnerships  carried
            out this evaluation.



                                      -68-




                          PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

             4.1     Sixth  Amendment to Agreement of Limited  Partnership  of
                     Geodyne  Energy Income  Limited  Partnership  III-E dated
                     November 6, 2002.

            20.1     Form of letter  sent to the  limited  partners  of  Geodyne
                     Energy  Income  Limited  Partnership  III-E on  November 6,
                     2002.

            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.




                                      -69-





(b) Reports on Form 8-K.

            Current Report on Form 8-K filed during the third quarter of 2002:

            Date of event:                      August 15, 2002
            Date filed with the SEC:            August 16, 2002
            Items Included:                     Item 5 - Other Events
                                                Item 7 - Exhibits




                                      -70-




                                   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:  January 8, 2003         By:     /s/Dennis R. Neill
                                  --------------------------------
                                        (Signature)
                                        Dennis R. Neill
                                        President (Principal Executive Officer)


Date:  January 8, 2003         By:     /s/Craig D. Loseke
                                  --------------------------------
                                       (Signature)
                                       Craig D. Loseke
                                       Chief Accounting Officer
                                       (Principal Financial Officer)


                                      -71-




                                  CERTIFICATION
                                  -------------

I, Dennis R. Neill, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of Geodyne Energy Income
Limited Partnership III-A;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



                                      -72-




6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 8th day of January, 2003.


//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Principal Executive Officer)



                                      -73-




                                  CERTIFICATION
                                  -------------

I, Craig D. Loseke, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of Geodyne Energy Income
Limited Partnership III-A;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



                                      -74-




6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 8th day of January, 2003.


//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)


                                      -75-




                                  CERTIFICATION
                                  -------------

I, Dennis R. Neill, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of Geodyne Energy Income
Limited Partnership III-B;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



                                      -76-




6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 8th day of January, 2003.


//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Principal Executive Officer)



                                      -77-




                                  CERTIFICATION
                                  -------------

I, Craig D. Loseke, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of Geodyne Energy Income
Limited Partnership III-B;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



                                      -78-




6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 8th day of January, 2003.


//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)


                                      -79-




                                  CERTIFICATION
                                  -------------

I, Dennis R. Neill, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of Geodyne Energy Income
Limited Partnership III-C;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



                                      -80-




6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 8th day of January, 2003.


//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Principal Executive Officer)



                                      -81-




                                  CERTIFICATION
                                  -------------

I, Craig D. Loseke, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of Geodyne Energy Income
Limited Partnership III-C;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



                                      -82-




6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 8th day of January, 2003.


//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)


                                      -83-




                                  CERTIFICATION
                                  -------------

I, Dennis R. Neill, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of Geodyne Energy Income
Limited Partnership III-D;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



                                      -84-




6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 8th day of January, 2003.


//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Principal Executive Officer)



                                      -85-




                                  CERTIFICATION
                                  -------------

I, Craig D. Loseke, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of Geodyne Energy Income
Limited Partnership III-D;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



                                      -86-




6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 8th day of January, 2003.


//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)


                                      -87-




                                  CERTIFICATION
                                  -------------

I, Dennis R. Neill, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of Geodyne Energy Income
Limited Partnership III-E;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



                                      -88-




6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 8th day of January, 2003.


//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Principal Executive Officer)



                                      -89-




                                  CERTIFICATION
                                  -------------

I, Craig D. Loseke, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of Geodyne Energy Income
Limited Partnership III-E;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



                                      -90-




6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 8th day of January, 2003.


//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)


                                      -91-




                                  CERTIFICATION
                                  -------------

I, Dennis R. Neill, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of Geodyne Energy Income
Limited Partnership III-F;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



                                      -92-




6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 8th day of January, 2003.


//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Principal Executive Officer)



                                      -93-




                                  CERTIFICATION
                                  -------------

I, Craig D. Loseke, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of Geodyne Energy Income
Limited Partnership III-F;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



                                      -94-




6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 8th day of January, 2003.


//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)


                                      -95-




                                  CERTIFICATION
                                  -------------

I, Dennis R. Neill, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of Geodyne Energy Income
Limited Partnership III-G;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



                                      -96-




6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 8th day of January, 2003.


//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Principal Executive Officer)



                                      -97-




                                  CERTIFICATION
                                  -------------

I, Craig D. Loseke, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of Geodyne Energy Income
Limited Partnership III-G;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



                                      -98-




6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 8th day of January, 2003.


//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)



                                      -99-




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


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

4.1         Sixth  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Energy Income Limited  Partnership  III-E dated November 6, 2002.

20.1        Form of letter sent to the limited partners of Geodyne Energy Income
            Limited  Partnership  III-E on  November 6, 2002.

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.


                                     -100-