SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarter ended September 30, 2003

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

                 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
               ----------------------------------------------------
             (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
         Oklahoma                         III-F 73-1377737
- ----------------------------    -------------------------------
(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,
                                                2003               2002
                                            -------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  962,551        $  718,665
   Accounts receivable:
      Related party (Note 2)                           -               888
      Oil and gas sales                          563,567           617,187
                                              ----------        ----------
        Total current assets                  $1,526,118        $1,336,740

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 893,220           867,774

DEFERRED CHARGE                                  229,791           260,836
                                              ----------        ----------
                                              $2,649,129        $2,465,350
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   85,054        $   86,580
   Gas imbalance payable                          27,471            27,471
                                              ----------        ----------
        Total current liabilities             $  112,525        $  114,051

LONG-TERM LIABILITIES:
   Accrued liability                          $   24,706        $   33,171
   Asset retirement obligation
      (Note 1)                                   112,951                 -
                                              ----------        ----------
        Total long-term liabilities           $  137,657        $   33,171

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   91,935)      ($   87,091)
   Limited Partners, issued and
      outstanding, 263,976 units               2,490,882         2,405,219
                                              ----------        ----------
        Total Partners' capital               $2,398,947        $2,318,128
                                              ----------        ----------
                                              $2,649,129        $2,465,350
                                              ==========        ==========

                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, 2003 AND 2002
                                   (Unaudited)


                                                2003               2002
                                              ---------         ----------

REVENUES:
   Oil and gas sales                          $944,055          $1,051,646
   Interest income                               1,515               1,888
                                              --------          ----------
                                              $945,570          $1,053,534

COSTS AND EXPENSES:
   Lease operating                            $139,845          $  145,060
   Production tax                               77,201              85,662
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                35,461             242,320
   General and administrative
      (Note 2)                                  79,346              75,745
                                              --------          ----------
                                              $331,853          $  548,787
                                              --------          ----------

NET INCOME                                    $613,717          $  504,747
                                              ========          ==========
GENERAL PARTNER - NET INCOME                  $ 64,412          $   72,095
                                              ========          ==========
LIMITED PARTNERS - NET INCOME                 $549,305          $  432,652
                                              ========          ==========
NET INCOME per unit                           $   2.08          $     1.64
                                              ========          ==========
UNITS OUTSTANDING                              263,976             263,976
                                              ========          ==========



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



                                      -3-




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                            STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)


                                                 2003              2002
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $3,235,948        $3,039,666
   Interest income                                 4,627             5,542
                                              ----------        ----------
                                              $3,240,575        $3,045,208

COSTS AND EXPENSES:
   Lease operating                            $  355,365        $  570,623
   Production tax                                245,143           152,920
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 123,776           411,376
   General and administrative
      (Note 2)                                   242,950           240,419
                                              ----------        ----------
                                              $  967,234        $1,375,338
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $2,273,341        $1,669,870

   Cumulative effect of change in
      accounting for asset retirement
      obligations (Note 1)                   (       673)                -
                                              ----------        ----------
NET INCOME                                    $2,272,668        $1,669,870
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  238,005        $  203,457
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $2,034,663        $1,466,413
                                              ==========        ==========
NET INCOME per unit                           $     7.71        $     5.56
                                              ==========        ==========
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, 2003 AND 2002
                                   (Unaudited)

                                                  2003             2002
                                               ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $2,272,668       $1,669,870
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Cumulative effect of change in
        accounting for asset retirement
        obligations (Note 1)                          673                -
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                123,776          411,376
      Decrease in accounts receivable -
        related party                                  10                -
      (Increase) decrease in accounts
        receivable - oil and gas sales             53,620      (    80,436)
      Decrease in deferred charge                  31,045           89,275
      Decrease in accounts payable            (     1,526)     (   154,017)
      Decrease in accrued liability           (     8,465)               -
                                               ----------       ----------
Net cash provided by operating
   activities                                  $2,471,801       $1,936,068
                                               ----------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($   36,944)     ($  119,383)
   Proceeds from sale of oil and gas
      properties                                      878                -
                                               ----------       ----------
Net cash used by investing activities         ($   36,066)     ($  119,383)
                                               ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($2,191,849)     ($1,859,409)
                                               ----------       ----------
Net cash used by financing activities         ($2,191,849)     ($1,859,409)
                                               ----------       ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            $  243,886      ($   42,724)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            718,665          874,852
                                               ----------       ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $  962,551       $  832,128
                                               ==========       ==========


                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,
                                                 2003              2002
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  503,074        $  397,754
   Accounts receivable:
      Related party (Note 2)                           -               586
      Oil and gas sales                          310,112           346,664
                                              ----------        ----------
        Total current assets                  $  813,186        $  745,004

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 483,669           461,645

DEFERRED CHARGE                                  184,282           184,282
                                              ----------        ----------
                                              $1,481,137        $1,390,931
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   49,313        $   57,077
   Gas imbalance payable                          12,396            12,396
                                              ----------        ----------
        Total current liabilities             $   61,709        $   69,473

LONG-TERM LIABILITIES:
   Accrued liability                          $    9,911        $   12,518
   Asset retirement obligation
      (Note 1)                                    78,720                 -
                                              ----------        ----------
        Total long-term liabilities           $   88,631        $   12,518

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   51,219)      ($   48,554)
   Limited Partners, issued and
      outstanding, 138,336 units               1,382,016         1,357,494
                                              ----------        ----------
        Total Partners' capital               $1,330,797        $1,308,940
                                              ----------        ----------
                                              $1,481,137        $1,390,931
                                              ==========        ==========




                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, 2003 AND 2002
                                   (Unaudited)


                                                  2003              2002
                                                --------          --------

REVENUES:
   Oil and gas sales                            $510,724          $604,146
   Interest income                                   761               950
                                                --------          --------
                                                $511,485          $605,096

COSTS AND EXPENSES:
   Lease operating                              $ 80,394          $ 99,630
   Production tax                                 42,522            50,431
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  21,374           147,244
   General and administrative
      (Note 2)                                    42,501            40,973
                                                --------          --------
                                                $186,791          $338,278
                                                --------          --------

NET INCOME                                      $324,694          $266,818
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 51,583          $ 60,494
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $273,111          $206,324
                                                ========          ========
NET INCOME per unit                             $   1.97          $   1.50
                                                ========          ========
UNITS OUTSTANDING                                138,336           138,336
                                                ========          ========




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



                                      -7-




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                            STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)


                                                 2003                2002
                                             ------------         ----------

REVENUES:
   Oil and gas sales                          $1,782,665          $1,811,852
   Interest income                                 2,387               2,888
                                              ----------          ----------
                                              $1,785,052          $1,814,740

COSTS AND EXPENSES:
   Lease operating                            $  198,053          $  390,814
   Production tax                                138,177             108,314
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  78,951             250,421
   General and administrative
      (Note 2)                                   137,168             134,989
                                              ----------          ----------
                                              $  552,349          $  884,538
                                              ----------          ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $1,232,703          $  930,202

   Cumulative effect of change in
      accounting for asset retirement
      obligations (Note 1)                   (       586)                  -
                                              ----------          ----------
NET INCOME                                    $1,232,117          $  930,202
                                              ==========          ==========
GENERAL PARTNER - NET INCOME                  $  195,595          $  174,156
                                              ==========          ==========
LIMITED PARTNERS - NET INCOME                 $1,036,522          $  756,046
                                              ==========          ==========
NET INCOME per unit                           $     7.49          $     5.47
                                              ==========          ==========
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, 2003 AND 2002
                                   (Unaudited)

                                                    2003           2002
                                                -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $1,232,117      $  930,202
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Cumulative effect of change in
        accounting for asset retirement
        obligations (Note 1)                           586               -
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  78,951         250,421
      Decrease in accounts receivable -
        related party                                    7               -
      (Increase) decrease in accounts
        receivable - oil and gas sales              36,552     (    46,273)
      Decrease in deferred charge                        -          74,926
      Decrease in accounts payable             (     7,764)    (    98,295)
      Decrease in accrued liability            (     2,607)              -
                                                ----------      ----------
Net cash provided by operating
   activities                                   $1,337,842      $1,110,981
                                                ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   22,723)    ($   59,227)
   Proceeds from sale of oil and gas
      properties                                       461         -
                                                ----------      ----------
Net cash used by investing activities          ($   22,262)    ($   59,227)
                                                ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($1,210,260)    ($1,088,782)
                                                ----------      ----------
Net cash used by financing activities          ($1,210,260)    ($1,088,782)
                                                ----------      ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $  105,320     ($   37,028)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             397,754         494,899
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $  503,074      $  457,871
                                                ==========      ==========


                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,
                                                 2003              2002
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  882,349        $  480,424
   Accounts receivable:
      Oil and gas sales                          496,076           518,374
                                              ----------        ----------
        Total current assets                  $1,378,425        $  998,798

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,744,903         1,694,533

DEFERRED CHARGE                                   57,867            57,867
                                              ----------        ----------
                                              $3,181,195        $2,751,198
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   82,360        $  143,943
   Gas imbalance payable                          43,923            43,923
                                              ----------        ----------
        Total current liabilities             $  126,283        $  187,866

LONG-TERM LIABILITIES:
   Accrued liability                          $  196,167        $  196,167
   Asset retirement obligation
      (Note 1)                                   195,540                 -
                                              ----------        ----------
        Total long-term liabilities           $  391,707        $  196,167

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  147,377)      ($  150,636)
   Limited Partners, issued and
      outstanding, 244,536 units               2,810,582         2,517,801
                                              ----------        ----------
        Total Partners' capital               $2,663,205        $2,367,165
                                              ----------        ----------
                                              $3,181,195        $2,751,198
                                              ==========        ==========





                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, 2003 AND 2002
                                   (Unaudited)


                                                2003              2002
                                              --------          --------

REVENUES:
   Oil and gas sales                          $756,408          $664,913
   Interest income                               1,332             1,084
                                              --------          --------
                                              $757,740          $665,997

COSTS AND EXPENSES:
   Lease operating                            $105,493          $106,641
   Production tax                               54,176            63,173
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                47,365            52,043
   General and administrative
      (Note 2)                                  73,072            69,809
                                              --------          --------
                                              $280,106          $291,666
                                              --------          --------

NET INCOME                                    $477,634          $374,331
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 51,893          $ 42,009
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $425,741          $332,322
                                              ========          ========
NET INCOME per unit                           $   1.74          $   1.36
                                              ========          ========
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, 2003 AND 2002
                                   (Unaudited)


                                                 2003              2002
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $2,875,739        $1,950,464
   Interest income                                 3,657             3,110
   Gain on sale of oil and gas
      properties                                       -            17,501
                                              ----------        ----------
                                              $2,879,396        $1,971,075

COSTS AND EXPENSES:
   Lease operating                            $  423,962        $  401,527
   Production tax                                198,867           136,950
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 146,921           188,186
   General and administrative
      (Note 2)                                   225,930           223,471
                                              ----------        ----------
                                              $  995,680        $  950,134
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $1,883,716        $1,020,941

   Cumulative effect of change in
      accounting for asset retirement
      obligations (Note 1)                         2,317                 -
                                              ----------        ----------
NET INCOME                                    $1,886,033        $1,020,941
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  201,252        $  118,720
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,684,781        $  902,221
                                              ==========        ==========
NET INCOME per unit                           $     6.89        $     3.69
                                              ==========        ==========
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, 2003 AND 2002
                                   (Unaudited)

                                                  2003             2002
                                              ------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $1,886,033       $1,020,941
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Cumulative effect of change in
        accounting for asset retirement
        obligations (Note 1)                  (     2,317)               -
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                146,921          188,186
      Gain on sale of oil and gas
        properties                                      -      (    17,501)
      (Increase) decrease in accounts
        receivable - oil and gas sales             22,298      (    64,000)
      Increase (decrease) in accounts
        payable                               (    61,583)          19,307
                                               ----------       ----------
Net cash provided by operating
   activities                                  $1,991,352       $1,146,933
                                               ----------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($   17,815)     ($   85,587)
   Proceeds from sale of oil and gas
      properties                                   18,381           18,940
                                               ----------       ----------
Net cash provided (used) by investing
   activities                                  $      566      ($   66,647)
                                               ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($1,589,993)     ($  955,046)
                                               ----------       ----------
Net cash used by financing activities         ($1,589,993)     ($  955,046)
                                               ----------       ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                 $  401,925       $  125,240

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            480,424          371,012
                                               ----------       ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $  882,349       $  496,252
                                               ==========       ==========



                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,
                                                 2003              2002
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  492,989        $  306,024
   Accounts receivable:
      Oil and gas sales                          342,893           386,024
                                              ----------        ----------
        Total current assets                  $  835,882        $  692,048

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 778,911           755,553

DEFERRED CHARGE                                   10,949            10,949
                                              ----------        ----------
                                              $1,625,742        $1,458,550
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   92,974        $  171,347
                                              ----------        ----------
        Total current liabilities             $   92,974        $  171,347

LONG-TERM LIABILITIES:
   Accrued liability                          $  251,798        $  251,798
   Asset retirement obligation
      (Note 1)                                   109,658                 -
                                              ----------        ----------
        Total long-term liabilities           $  361,456        $  251,798

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   48,788)      ($   50,949)
   Limited Partners, issued and
      outstanding, 131,008 units               1,220,100         1,086,354
                                              ----------        ----------
        Total Partners' capital               $1,171,312        $1,035,405
                                              ----------        ----------
                                              $1,625,742        $1,458,550
                                              ==========        ==========






                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, 2003 AND 2002
                                   (Unaudited)


                                                  2003            2002
                                                --------        --------

REVENUES:
   Oil and gas sales                            $441,500        $447,909
   Interest income                                   752             580
                                                --------        --------
                                                $442,252        $448,489

COSTS AND EXPENSES:
   Lease operating                              $128,294        $145,575
   Production tax                                 31,834          32,635
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  28,131          36,541
   General and administrative
      (Note 2)                                    39,783          38,398
                                                --------        --------
                                                $228,042        $253,149
                                                --------        --------

NET INCOME                                      $214,210        $195,340
                                                ========        ========
GENERAL PARTNER - NET INCOME                    $ 23,877        $ 22,764
                                                ========        ========
LIMITED PARTNERS - NET INCOME                   $190,333        $172,576
                                                ========        ========
NET INCOME per unit                             $   1.45        $   1.32
                                                ========        ========
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, 2003 AND 2002
                                   (Unaudited)


                                                 2003              2002
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,968,194        $1,382,847
   Interest income                                 2,153             1,341
   Gain on sale of oil and gas
      properties                                       -            15,250
                                              ----------        ----------
                                              $1,970,347        $1,399,438

COSTS AND EXPENSES:
   Lease operating                            $  433,673        $  467,780
   Production tax                                139,268            99,154
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  80,862            93,383
   General and administrative
      (Note 2)                                   131,031           128,831
                                              ----------        ----------
                                              $  784,834        $  789,148
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $1,185,513        $  610,290

   Cumulative effect of change in
      accounting for asset retirement
      obligations (Note 1)                         2,875                 -
                                              ----------        ----------
NET INCOME                                    $1,188,388        $  610,290
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  125,642        $   69,299
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,062,746        $  540,991
                                              ==========        ==========
NET INCOME per unit                           $     8.11        $     4.13
                                              ==========        ==========
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, 2003 AND 2002
                                   (Unaudited)


                                                 2003             2002
                                             ------------      ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $1,188,388        $610,290
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Cumulative effect of change in
        accounting for asset retirement
        obligations (Note 1)                 (     2,875)              -
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                80,862          93,383
      Gain on sale of oil and gas
        properties                                     -       (  15,250)
      (Increase) decrease in accounts
        receivable - oil and gas sales            43,131       (  49,524)
      Decrease in accounts payable           (    78,373)      (  22,357)
                                              ----------        --------
Net cash provided by operating
   activities                                 $1,231,133        $616,542
                                              ----------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($    5,662)      ($114,166)
   Proceeds from the sale of oil and
      gas properties                              13,975          16,281
                                              ----------        --------
Net cash provided (used) by investing
   activities                                 $    8,313       ($ 97,885)
                                              ----------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,052,481)      ($380,880)
                                              ----------        --------
Net cash used by financing activities        ($1,052,481)      ($380,880)
                                              ----------        --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                $  186,965        $137,777

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           306,024         160,008
                                              ----------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  492,989        $297,785
                                              ==========        ========


                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,
                                                  2003              2002
                                              -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $1,397,664       $  801,420
   Accounts receivable:
      Oil and gas sales                          1,178,469          924,827
                                                ----------       ----------
        Total current assets                    $2,576,133       $1,726,247

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,621,271        2,646,994

DEFERRED CHARGE                                     60,913           69,176
                                                ----------       ----------
                                                $5,258,317       $4,442,417
                                                ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                             $  468,795       $  746,759
   Accrued liability - other (Note 1)                    -          122,289
   Gas imbalance payable                             2,736            2,736
                                                ----------       ----------
        Total current liabilities               $  471,531       $  871,784

LONG-TERM LIABILITIES:
   Accrued liability                            $  328,632       $  328,632
   Asset retirement obligation
      (Note 1)                                     265,364                -
                                                ----------       ----------
        Total long-term liabilities             $  593,996       $  328,632

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  177,257)     ($  250,684)
   Limited Partners, issued and
      outstanding, 418,266 units                 4,370,047        3,492,685
                                                ----------       ----------
        Total Partners' capital                 $4,192,790       $3,242,001
                                                ----------       ----------
                                                $5,258,317       $4,442,417
                                                ==========       ==========




                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, 2003 AND 2002
                                   (Unaudited)


                                                 2003              2002
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,694,268        $1,185,582
   Interest income                                 1,705               765
                                              ----------        ----------
                                              $1,695,973        $1,186,347

COSTS AND EXPENSES:
   Lease operating                            $  703,317        $  782,879
   Production tax                                117,325            66,084
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 100,071           114,801
   General and administrative
      (Note 2)                                   124,495           118,351
                                              ----------        ----------
                                              $1,045,208        $1,082,115
                                              ----------        ----------

NET INCOME                                    $  650,765        $  104,232
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   73,913        $   20,679
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  576,852        $   83,553
                                              ==========        ==========
NET INCOME per unit                           $     1.38        $      .20
                                              ==========        ==========
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, 2003 AND 2002
                                   (Unaudited)


                                                 2003              2002
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $5,671,907        $4,084,397
   Interest income                                 3,973             1,681
   Gain on abandonment                             1,848                 -
                                              ----------        ----------
                                              $5,677,728        $4,086,078

COSTS AND EXPENSES:
   Lease operating                            $2,042,754        $2,296,190
   Production tax                                390,795           249,117
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 282,208           259,320
   General and administrative
      (Note 2)                                   373,638           371,420
                                              ----------        ----------
                                              $3,089,395        $3,176,047
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $2,588,333        $  910,031

   Cumulative effect of change in
      accounting for asset retirement
      obligations (Note 1)                         2,725                 -
                                              ----------        ----------
NET INCOME                                    $2,591,058        $  910,031
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  283,696        $  114,174
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $2,307,362        $  795,857
                                              ==========        ==========
NET INCOME per unit                           $     5.52        $     1.90
                                              ==========        ==========
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, 2003 AND 2002
                                   (Unaudited)

                                                    2003           2002
                                                ------------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $2,591,058      $910,031
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Cumulative effect of change in
        accounting for asset retirement
        obligations (Note 1)                    (     2,725)            -
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  282,208       259,320
      Gain on abandonment                       (     1,848)            -
      Increase in accounts receivable -
        oil and gas sales                       (   253,642)    ( 190,139)
      Decrease in deferred charge                     8,263             -
      Decrease in accounts payable              (   277,964)    ( 161,451)
      Decrease in accrued liability -
        other                                   (   122,289)            -
                                                 ----------      --------
Net cash provided by operating
   activities                                    $2,223,061      $817,761
                                                 ----------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($   16,896)    ($411,763)
   Proceeds from sale of oil and gas
      properties                                     30,348         1,374
                                                 ----------      --------
Net cash provided (used) by investing
   activities                                    $   13,452     ($410,389)
                                                 ----------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($1,640,269)    ($171,358)
                                                 ----------      --------
Net cash used by financing activities           ($1,640,269)    ($171,358)
                                                 ----------      --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                   $  596,244      $236,014

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                              801,420       440,024
                                                 ----------      --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $1,397,664      $676,038
                                                 ==========      ========

                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,
                                                 2003              2002
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  532,400       $  284,588
   Accounts receivable:
      Oil and gas sales                           470,360          348,300
                                               ----------       ----------
        Total current assets                   $1,002,760       $  632,888

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,730,750        1,764,313

DEFERRED CHARGE                                    26,052           29,946
                                               ----------       ----------
                                               $2,759,562       $2,427,147
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   88,422       $  118,741
   Accrued liability - other (Note 1)                   -          102,690
   Gas imbalance payable                            2,295            2,295
                                               ----------       ----------
        Total current liabilities              $   90,717       $  223,726

LONG-TERM LIABILITIES:
   Accrued liability                           $  126,076       $  118,005
   Asset retirement obligation
      (Note 1)                                    141,906                -
                                               ----------       ----------
        Total long-term liabilities            $  267,982       $  118,005

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  148,093)     ($  159,621)
   Limited Partners, issued and
      outstanding, 221,484 units                2,548,956        2,245,037
                                               ----------       ----------
        Total Partners' capital                $2,400,863       $2,085,416
                                               ----------       ----------
                                               $2,759,562       $2,427,147
                                               ==========       ==========




                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, 2003 AND 2002
                                   (Unaudited)



                                                 2003             2002
                                               --------         --------

REVENUES:
   Oil and gas sales                           $532,513         $371,424
   Interest income                                  711              368
                                               --------         --------
                                               $533,224         $371,792

COSTS AND EXPENSES:
   Lease operating                             $150,230         $132,369
   Production tax                                31,385           14,456
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 40,193           73,126
   General and administrative
      (Note 2)                                   66,409           63,528
                                               --------         --------
                                               $288,217         $283,479
                                               --------         --------

NET INCOME                                     $245,007         $ 88,313
                                               ========         ========
GENERAL PARTNER - NET INCOME                   $ 13,822         $  7,323
                                               ========         ========
LIMITED PARTNERS - NET INCOME                  $231,185         $ 80,990
                                               ========         ========
NET INCOME per unit                            $   1.05         $    .36
                                               ========         ========
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, 2003 AND 2002
                                   (Unaudited)



                                                2003               2002
                                             ----------         ----------

REVENUES:
   Oil and gas sales                         $2,019,578         $1,234,005
   Interest income                                1,644              1,291
   Gain on abandonment                              903                  -
                                             ----------         ----------
                                             $2,022,125         $1,235,296

COSTS AND EXPENSES:
   Lease operating                           $  459,789         $  385,552
   Production tax                               113,598             57,116
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                180,351            177,105
   General and administrative
      (Note 2)                                  206,977            204,621
                                             ----------         ----------
                                             $  960,715         $  824,394
                                             ----------         ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                      $1,061,410         $  410,902

   Cumulative effect of change in
      accounting for asset retirement
      obligations (Note 1)                        3,712                  -
                                             ----------         ----------
NET INCOME                                   $1,065,122         $  410,902
                                             ==========         ==========
GENERAL PARTNER - NET INCOME                 $   60,203         $   27,565
                                             ==========         ==========
LIMITED PARTNERS - NET INCOME                $1,004,919         $  383,337
                                             ==========         ==========
NET INCOME per unit                          $     4.54         $     1.73
                                             ==========         ==========
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, 2003 AND 2002
                                   (Unaudited)

                                                   2003           2002
                                               ------------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $1,065,122      $410,902
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Cumulative effect of change in
        accounting for asset retirement
        obligations (Note 1)                   (     3,712)            -
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 180,351       177,105
      Gain on abandonment                      (       903)            -
      Increase in accounts receivable -
        oil and gas sales                      (   122,060)    (  26,373)
      Decrease in deferred charge                    3,894             -
      Increase (decrease) in accounts
        payable                                (    30,319)       52,903
      Decrease in accrued liability -
        other                                  (   102,690)            -
      Increase in accrued liability                  8,071             -
                                                ----------      --------
Net cash provided by operating
   activities                                   $  997,754      $614,537
                                                ----------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   12,842)    ($ 42,290)
   Proceeds from the sale of oil
      and gas properties                            12,575         1,273
                                                ----------      --------
Net cash used by investing activities          ($      267)    ($ 41,017)
                                                ----------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($  749,675)    ($483,746)
                                                ----------      --------
Net cash used by financing activities          ($  749,675)    ($483,746)
                                                ----------      --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $  247,812      $ 89,774

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             284,588       144,433
                                                ----------      --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $  532,400      $234,207
                                                ==========      ========

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



                                      -25-





             GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                   CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (Unaudited)


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

      The balance sheets as of September 30, 2003,  statements of operations for
      the  three  and  nine  months  ended  September  30,  2003 and  2002,  and
      statements of cash flows for the nine months ended  September 30, 2003 and
      2002 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, 2003, the results
      of operations for three and nine months ended September 30, 2003 and 2002,
      and the cash flows for the nine months ended September 30, 2003 and 2002.

      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, 2002. The
      results of  operations  for the period  ended  September  30, 2003 are not
      necessarily indicative of the results to be expected for the full year.

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


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

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



                                      -26-





      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 and  estimated
      salvage value of the equipment.

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


ACCRUED LIABILITY - OTHER
- ---------------------------

      The accrued liability - other at December 31, 2002 for the III-E and III-F
      Partnerships represents a charge accrued for the payment of refund amounts
      to royalty and overriding  royalty interest owners in relation to the R.W.
      Scott Investments,  LLC v. Samson Resources Company lawsuit.  Such amounts
      were repaid during the first quarter of 2003.


NEW ACCOUNTING PRONOUNCEMENTS
- -----------------------------

      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).  On January 1,
      2003,  the  Partnerships  adopted FAS No. 143 and  recorded an increase in
      capitalized cost of oil and gas properties,  an increase (decrease) in net
      income for the  cumulative  effect of the change in accounting  principle,
      and an asset retirement  obligation in the following  approximate  amounts
      for each Partnership:





                                      -27-






                                            Increase
                                           (decrease)
                           Increase            in
                              in           Net Income
                          Capitalized       for the
                           Cost of Oil     Change in         Asset
                            and Gas        Accounting      Retirement
        Partnerships      Properties       Principle       Obligation
        ------------      -----------      ----------      ----------
           III-A            $109,000        ($1,000)        $110,000
           III-B              76,000        ( 1,000)          77,000
           III-C             192,000          2,000          190,000
           III-D             109,000          3,000          106,000
           III-E             264,000          3,000          261,000
           III-F             144,000          4,000          140,000

      These amounts  differ  significantly  from the estimates  disclosed in the
      Annual  Report on Form 10-K for the year ended  December 31, 2002 due to a
      revision of the methodology  used in calculating the change in capitalized
      cost of oil and gas properties.

      The asset  retirement  obligation will be adjusted upwards each quarter in
      order to recognize accretion of the time-related  discount factor. For the
      nine months ended  September 30, 2003,  the III-A,  III-B,  III-C,  III-D,
      III-E, and III-F Partnerships  recognized  approximately  $4,000,  $3,000,
      $7,000,  $5,000,  $17,000,  and  $9,000,  respectively,  of an increase in
      depreciation,  depletion, and amortization expense, which was comprised of
      accretion of the asset retirement obligation and depletion of the increase
      in capitalized cost of oil and gas properties.

      If this  accounting  policy had been in effect on  January  1,  2002,  the
      proforma  impact for the III-A,  III-B,  III-C,  III-D,  III-E,  and III-F
      Partnerships  during the nine months ended  September  30, 2002 would have
      been an increase in depreciation,  depletion,  and amortization expense of
      approximately  $4,000,  $3,000,  $7,000,  $4,000,   $13,000,  and  $7,000,
      respectively.


  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, 2003, the following  payments were made to the General
      Partner or its affiliates by the Partnerships:




                                      -28-





                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               III-A                 $  9,878               $ 69,468
               III-B                    6,096                 36,405
               III-C                    8,719                 64,353
               III-D                    5,307                 34,476
               III-E                   14,425                110,070
               III-F                    8,125                 58,284

      During the nine months ended  September 30, 2003,  the following  payments
      were made to the General Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               III-A                 $ 34,546               $208,404
               III-B                   27,953                109,215
               III-C                   32,871                193,059
               III-D                   27,603                103,428
               III-E                   43,428                330,210
               III-F                   32,125                174,852

      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.





                                      -29-




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.




                                      -30-





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

      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, 2003 and the net revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

      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
      $411,763,  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  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%.  The
      recompletion  was  successful  leading to an  increase in both oil and gas
      reserves  and  production  on this well.  Any other  capital  expenditures
      incurred by the Partnerships during the nine



                                      -31-




      months  ended  September  30,  2003 and  2002  were  not  material  to the
      Partnerships' cash flows.

      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,  III-E, and III-F  Partnerships  for the second 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               2       March 7, 2005

      The General  Partner  currently  intends to extend the terms of the III-A,
      III-B, and III-C  Partnerships for their third extension  period,  but has
      not yet  determined  whether it intends to further extend the terms of any
      other Partnerships.


CRITICAL ACCOUNTING POLICIES
- ----------------------------

      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 the
      properties  acquired by the General Partner is adjusted to reflect the net
      cash results of  operations,  including  interest  incurred to finance the
      acquisition, for the period of time the properties are held by the General
      Partner.





                                      -32-





      Depletion of the cost 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  units-of-production
      method.  The  Partnerships'  calculation of depreciation,  depletion,  and
      amortization  includes  estimated  dismantlement and abandonment costs and
      estimated  salvage  value  of  the  equipment.   When  complete  units  of
      depreciable  property  are  retired or sold,  the asset  cost and  related
      accumulated  depreciation  are eliminated with any gain or loss (including
      the elimination of the asset retirement  obligation)  reflected in income.
      When less that complete units of depreciable property are retired or sold,
      the proceeds are credited to oil and gas properties.

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
      their  proved oil and gas  properties  for each oil and gas field  (rather
      than separately for each well).  If the  unamortized  costs of oil and gas
      properties  within a field exceeds the expected  undiscounted  future cash
      flows from such properties,  the cost of the properties is written down to
      fair value,  which is determined by using the estimated  discounted future
      cash flows from the  properties.  The risk that the  Partnerships  will be
      required to record  impairment  provisions in the future  increases as oil
      and gas prices decrease.

      The Deferred  Charge on the Balance Sheets  represents  costs deferred for
      lease operating  expenses  incurred in connection  with the  Partnerships'
      underproduced gas imbalance positions.  Conversely,  the Accrued Liability
      represents  charges  accrued  for lease  operating  expenses  incurred  in
      connection with the  Partnerships'  overproduced gas imbalance  positions.
      The rate used in calculating the Deferred Charge and Accrued  Liability is
      the annual average production costs per Mcf.

      The Partnerships' oil and condensate production is sold, title passed, and
      revenue  recognized at or near the  Partnerships'  wells under  short-term
      purchase  contracts at prevailing  prices in accordance with  arrangements
      which are customary in the oil and gas industry.  Sales of gas  applicable
      to the Partnerships' interest in producing oil and gas leases are recorded
      as revenue when the gas is metered and title  transferred  pursuant to the
      gas sales contracts  covering the Partnerships'  interest in gas reserves.
      During  such times as a  Partnership's  sales of gas exceed  its' pro rata
      ownership  in a well,  such sales are  recorded as revenues  unless  total
      sales from the well have  exceeded  the  Partnership's  share of estimated
      total gas reserves  underlying the property,  at which time such excess is
      recorded  as a  liability.  The  rates  per  Mcf  used to  calculate  this
      liability are based on the average gas prices  received for the volumes at
      the time the overproduction occurred. This also approximates the price for
      which the Partnerships are currently settling this liability. These



                                      -33-




      amounts were  recorded as gas imbalance  payables in  accordance  with the
      sales method.  These gas imbalance  payables will be settled by either gas
      production by the  underproduced  party in excess of current  estimates of
      total gas reserves for the well or by negotiated or contractual payment to
      the underproduced party.


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).  On January 1,
      2003,  the  Partnerships  adopted FAS No. 143 and  recorded an increase in
      capitalized cost of oil and gas properties,  an increase (decrease) in net
      income for the  cumulative  effect of the change in accounting  principle,
      and an asset retirement  obligation in the following  approximate  amounts
      for each Partnership:

                                            Increase
                                           (decrease)
                            Increase           in
                              in           Net Income
                          Capitalized       for the
                           Cost of Oil     Change in         Asset
                            and Gas        Accounting      Retirement
        Partnerships      Properties       Principle       Obligation
        ------------      -----------      ----------      ----------
           III-A            $109,000        ($1,000)        $110,000
           III-B              76,000        ( 1,000)          77,000
           III-C             192,000          2,000          190,000
           III-D             109,000          3,000          106,000
           III-E             264,000          3,000          261,000
           III-F             144,000          4,000          140,000

      These amounts  differ  significantly  from the estimates  disclosed in the
      Annual  Report on Form 10-K for the year ended  December 31, 2002 due to a
      revision of the methodology  used in calculating the change in capitalized
      cost of oil and gas properties.

      The asset  retirement  obligation will be adjusted upwards each quarter in
      order to recognize accretion of the time-related  discount factor. For the
      nine months ended  September 30, 2003,  the III-A,  III-B,  III-C,  III-D,
      III-E, and III-F Partnerships  recognized  approximately  $4,000,  $3,000,
      $7,000,  $5,000,  $17,000,  and  $9,000,  respectively,  of an increase in
      depreciation,  depletion, and amortization expense, which was comprised of
      accretion of the asset



                                      -34-




      retirement  obligation  and depletion of the increase in  capitalized cost
      of oil and gas properties.


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.

      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.



                                      -35-





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

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

      Proved reserves, Dec. 31, 2002              60,496        3,866,700
         Production                              (13,075)      (  158,528)
         Revisions of previous
            estimates                              3,790           49,870
                                                  ------        ---------

      Proved reserves, March 31, 2003             51,211        3,758,042
         Production                              (12,045)      (  110,375)
         Revisions of previous
            estimates                             13,010          799,504
                                                  ------        ---------

      Proved reserves, June 30, 2003              52,176        4,447,171
         Production                              ( 9,725)      (  132,867)
         Extensions and discoveries                   82           37,109
         Revisions of previous
            estimates                              3,229           56,355
                                                  ------        ---------

      Proved reserves, Sept. 30, 2003             45,762        4,407,768
                                                  ======        =========




                                      -36-




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

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

      Proved reserves, Dec. 31, 2002              46,684        1,676,027
         Production                              ( 9,175)      (   80,507)
         Revisions of previous
            estimates                              2,237           23,613
                                                  ------        ---------

      Proved reserves, March 31, 2003             39,746        1,619,133
         Production                              (17,445)      (  131,405)
         Revisions of previous
            estimates                             14,485          443,482
                                                  ------        ---------

      Proved reserves, June 30, 2003              36,786        1,931,210
         Production                              ( 6,905)      (   62,163)
         Extensions and discoveries                   35           15,638
         Revisions of previous
            estimates                              1,291           35,711
                                                  ------        ---------
      Proved reserves, Sept. 30, 2003             31,207        1,920,396
                                                  ======        =========




                                      -37-




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

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

      Proved reserves, Dec. 31, 2002             110,916        4,928,613
         Production                             (  5,914)      (  181,104)
         Revisions of previous
            estimates                                876       (   18,213)
                                                 -------        ---------

      Proved reserves, March 31, 2003            105,878        4,729,296
         Production                             (  3,660)      (  170,277)
         Revisions of previous
            estimates                                184          590,139
                                                 -------        ---------

      Proved reserves, June 30, 2003             102,402        5,149,158
         Production                             (  1,918)      (  155,930)
         Extensions and discoveries                   12            6,491
         Revisions of previous
            estimates                              4,312       (   30,091)
                                                 -------        ---------

      Proved reserves, Sept. 30, 2003            104,808        4,969,628
                                                 =======        =========




                                      -38-




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

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

      Proved reserves, Dec. 31, 2002             236,192        2,667,538
         Production                             (  8,579)      (  113,755)
         Revisions of previous
            estimates                                800       (   18,987)
                                                 -------        ---------

      Proved reserves, March 31, 2003            228,413        2,534,796
         Production                             (  6,342)      (  105,200)
         Revisions of previous
            estimates                           ( 40,773)         177,661
                                                 -------        ---------

      Proved reserves, June 30, 2003             181,298        2,607,257
         Production                             (  5,752)      (   72,862)
         Revisions of previous
            estimates                           ( 33,896)      (   54,834)
                                                 -------        ---------

      Proved reserves, Sept. 30, 2003            141,650        2,479,561
                                                 =======        =========




                                      -39-




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

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

      Proved reserves, Dec. 31, 2002             1,259,858       7,254,259
         Production                             (   33,458)     (  198,493)
         Revisions of previous
            estimates                           (    5,741)     (   60,612)
                                                 ---------       ---------

      Proved reserves, March 31, 2003            1,220,659       6,995,154
         Production                             (   29,243)     (  242,845)
         Extensions and discoveries                    310          20,701
         Revisions of previous
            estimates                           (  320,192)         74,885
                                                 ---------       ---------

      Proved reserves, June 30, 2003               871,534       6,847,895
         Production                             (   33,971)     (  199,127)
         Extensions and discoveries                     20           1,712
         Revisions of previous
            estimates                           (  246,623)     (  168,166)
                                                 ---------       ---------

      Proved reserves, Sept. 30, 2003              590,960       6,482,314
                                                 =========       =========




                                      -40-





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

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

      Proved reserves, Dec. 31, 2002             224,872        4,664,302
         Production                             (  5,382)      (  137,370)
         Revisions of previous
            estimates                             13,058           98,851
                                                 -------        ---------

      Proved reserves, March 31, 2003            232,548        4,625,783
         Production                             (  4,914)      (   84,148)
         Extensions and discoveries                  266           17,879
         Revisions of previous
            estimates                             66,707       (   65,453)
                                                 -------        ---------

      Proved reserves, June 30, 2003             294,607        4,494,061
         Production                             (  5,094)      (   94,683)
         Extensions and discoveries                   11              986
         Revisions of previous
            estimates                           ( 22,750)      (  144,072)
                                                 -------        ---------

      Proved reserves, Sept. 30, 2003            266,774        4,256,292
                                                 =======        =========

      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 September  30, 2003,  June 30, 2003,
      March 31, 2003, and December 31, 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 not
      escalated except in certain circumstances where escalations were fixed and
      readily  determinable in accordance with applicable  contract  provisions.
      The  table  also   indicates  the  gas  prices  in  effect  on  the  dates
      corresponding to the reserve valuations. Changes in the oil and gas prices
      cause the estimates of remaining  economically  recoverable  reserves,  as
      well as the values placed on said  reserves to fluctuate.  The prices used
      in calculating  the net present value  attributable  to the  Partnerships'
      proved reserves do not necessarily reflect market prices for oil



                                      -41-




      and gas  production  subsequent  to September  30,  2003.  There can be no
      assurance that the prices used in calculating the net present value of the
      Partnerships'  proved  reserves at  September  30,  2003 will  actually be
      realized for such production.

                              Net Present Value of Reserves (In 000's)
                        ---------------------------------------------------
      Partnership       9/30/03       6/30/03        3/31/03       12/31/02
      -----------       -------       -------        -------       --------
        III-A           $10,292       $11,647        $10,868        $10,584
        III-B             4,816         5,431          5,090          5,037
        III-C            10,375        13,014         12,887         12,473
        III-D             5,486         7,347          7,661          7,656
        III-E            13,846        17,664         20,367         20,987
        III-F             8,917        10,522         10,486         10,539

                                        Oil and Gas Prices
                        ---------------------------------------------------
        Pricing         9/30/03       6/30/03        3/31/03       12/31/02
      -----------       -------       -------        -------       --------
      Oil (Bbl)         $ 26.00       $ 27.00        $ 27.75        $ 28.00
      Gas (Mcf)            4.58          5.18           5.06           4.74

      The  Jay-Little  Escambia  Creek Field Unit  located in Santa Rosa County,
      Florida  is a  material  oil and gas  property  for the  III-D  and  III-E
      Partnerships.  This property,  consisting of several oil and gas producing
      wells, several nitrogen gas injection wells (to stimulate production), and
      a gas plant,  is operated by  ExxonMobil.  The injection  process leads to
      very high operating costs. As a result, changes in oil (in particular) and
      natural  gas  prices  can  significantly  impact  net  cash  flow  and the
      estimated net present value of this property's  proved reserves.  Based on
      information  received from the  operator,  in late 2001 through early 2003
      this  property   experienced   mechanical  and  operational   difficulties
      primarily  associated  with the  nitrogen  injection  system and gas plant
      operations.  Also,  the drilling of a directional  well has  significantly
      exceeded the operator's  original cost estimates.  Recently,  the operator
      notified  the  working  interest  owners  that  additional  costs would be
      incurred in order to plug several wells. As a result of these costs,  cash
      flow from this  property has been reduced and at times has been  negative.
      This  property is very  sensitive to changes in oil prices and  production
      volumes.  Until the operator  completes  repairs,  drilling,  and plugging
      activities,  this  property's  cash  flows  could  continue  to be  low or
      negative despite relatively high oil and gas prices.  Compared to June 30,
      2003 reserve estimates, the September 30, 2003 reserve estimates include a
      significant  downward  adjustment  in future oil  production as well as an
      increase in estimated future operating expenses,  thereby reducing reserve
      value estimates. These changes have been made as a result of the continued
      performance  (reduced oil production and higher  production  expenses over
      the last several months) associated with this property.  While Geodyne has
      received verbal assurances from ExxonMobil that production issues



                                      -42-




      were expected to improve, this has not been evidenced in results to date.

      The Partnerships had downward revisions in the estimated net present value
      of reserves at September  30, 2003 as compared to June 30, 2003  primarily
      due to decreases in the oil and gas prices used to value the reserves.


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:

      *   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;
      *   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, to an extent,  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



                                      -43-




      early 2002, to rising prices in the later part of 2002 and early 2003. 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.

      III-A PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2003 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2002.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                  2003              2002
                                                --------         ----------
      Oil and gas sales                         $944,055         $1,051,646
      Oil and gas production expenses           $217,046         $  230,722
      Barrels produced                             9,725             14,389
      Mcf produced                               132,867            251,519
      Average price/Bbl                         $  28.14         $    26.65
      Average price/Mcf                         $   5.05         $     2.66

      As shown in the table above,  total oil and gas sales  decreased  $107,591
      (10.2%) for the three months ended  September  30, 2003 as compared to the
      three months ended  September  30, 2002. Of this  decrease,  approximately
      $124,000 and $315,000,  respectively, were related to decreases in volumes
      of oil and gas sold. These decreases were partially offset by increases of
      approximately $14,000 and $317,000, respectively,  related to increases in
      the  average  prices  of oil and gas  sold.  Volumes  of oil and gas  sold
      decreased  4,664  barrels and  118,652  Mcf,  respectively,  for the three
      months  ended  September  30, 2003 as compared to the three  months  ended
      September 30, 2002.  The decrease in volumes of oil sold was primarily due
      to normal declines in production.  The decrease in volumes of gas sold was
      primarily due to (i) a positive  prior period gas balancing  adjustment on
      one  significant  well during the three months ended  September  30, 2002,
      (ii) a substantial decline in



                                      -44-




      production  during  the  three  months  ended  September  30,  2003 on one
      significant  well  following  the workover of that well during early 2002,
      and (iii)  normal  declines  in  production.  The well with a  substantial
      decline in production is not expected to return to previously  high levels
      of production.  Average oil and gas prices  increased to $28.14 per barrel
      and $5.05 per Mcf, respectively,  for the three months ended September 30,
      2003 from $26.65 per barrel and $2.66 per Mcf, respectively, for the three
      months ended September 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $13,676  (5.9%) for the three  months ended
      September  30, 2003 as compared to the three  months ended  September  30,
      2002. As a percentage of oil and gas sales,  these  expenses  increased to
      23.0% for the three  months  ended  September  30, 2003 from 21.9% for the
      three months ended September 30, 2002.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $206,859  (85.4%) for the three months ended September 30, 2003
      as compared to the three months ended  September  30, 2002.  This decrease
      was  primarily due to (i) the decreases in volumes of oil and gas sold and
      (ii) two  significant  wells being fully depleted  during the three months
      ended  September  30,  2002  due to the  lack  of  remaining  economically
      recoverable  reserves.  As a percentage of oil and gas sales, this expense
      decreased to 3.8% for the three months ended September 30, 2003 from 23.0%
      for the three months ended September 30, 2002.  This  percentage  decrease
      was primarily due to the dollar decrease in depreciation,  depletion,  and
      amortization of oil and gas properties.

      General and administrative  expenses increased $3,601 (4.8%) for the three
      months  ended  September  30, 2003 as compared to the three  months  ended
      September 30, 2002. As a percentage of oil and gas sales,  these  expenses
      increased to 8.4% for the three months ended  September 30, 2003 from 7.2%
      for the three months ended September 30, 2002.  This  percentage  increase
      was primarily due to the decrease in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2003  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2002.

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                   2003             2002
                                                ----------       ----------
      Oil and gas sales                         $3,235,948       $3,039,666
      Oil and gas production expenses           $  600,508       $  723,543
      Barrels produced                              34,845           42,011
      Mcf produced                                 401,770          771,150
      Average price/Bbl                         $    29.56       $    23.42
      Average price/Mcf                         $     5.49       $     2.67

      As shown in the table above,  total oil and gas sales  increased  $196,282
      (6.5%) for the nine months ended



                                      -45-




      September  30, 2003 as compared to the nine  months  ended  September  30,
      2002.   Of  this   increase,   approximately   $214,000  and   $1,135,000,
      respectively,  were related to increases in the average  prices of oil and
      gas  sold.   These  increases  were  partially   offset  by  decreases  of
      approximately $168,000 and $985,000, respectively, related to decreases in
      volumes of oil and gas sold.  Volumes of oil and gas sold decreased  7,166
      barrels and 369,380 Mcf, respectively, for the nine months ended September
      30, 2003 as compared to the nine months  ended  September  30,  2002.  The
      decrease in volumes of oil sold was  primarily  due to normal  declines in
      production.   This  decrease  was  partially  offset  by  an  increase  in
      production  during  the  nine  months  ended  September  30,  2003  on one
      significant  well due to the  successful  workover of that well during mid
      2002.  The  decrease  in  volumes of gas sold was  primarily  due to (i) a
      substantial  decline in production  during the nine months ended September
      30,  2003 on one  significant  well  following  the  workover of that well
      during early 2002, (ii) positive prior period gas balancing adjustments on
      two significant wells during the nine months ended September 30, 2002, and
      (iii) normal declines in production.  The well with a substantial  decline
      in  production  is not  expected  to return to  previously  high levels of
      production.  Average oil and gas prices increased to $29.56 per barrel and
      $5.49 per Mcf, respectively,  for the nine months ended September 30, 2003
      from  $23.42  per  barrel  and $2.67 per Mcf,  respectively,  for the nine
      months ended September 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $123,035  (17.0%) for the nine months ended
      September  30, 2003 as compared to the nine  months  ended  September  30,
      2002. This decrease was primarily due to (i) a decrease in lease operating
      expenses  associated  with the  decreases  in volumes of oil and gas sold,
      (ii) positive  prior period lease  operating  expense  adjustments  on two
      significant  wells during the nine months ended  September  30, 2002,  and
      (iii) workover  expenses incurred on two significant wells during the nine
      months ended  September  30, 2002.  As a percentage  of oil and gas sales,
      these expenses  decreased to 18.6% for the nine months ended September 30,
      2003  from  23.8% for the nine  months  ended  September  30,  2002.  This
      percentage  decrease  was  primarily  due to the  increases in the average
      prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $287,600 (69.9%) for the nine months ended September 30, 2003 as
      compared to the nine months ended  September  30, 2002.  This decrease was
      primarily  due to (i) the  decreases in volumes of oil and gas sold,  (ii)
      two  significant  wells being fully depleted  during the nine months ended
      September 30, 2002 due to the lack of remaining  economically  recoverable
      reserves, and (iii) upward revisions in the estimates of remaining oil and
      gas reserves for the nine months ended September 30, 2003. As a percentage
      of oil and gas sales, this expense decreased to



                                      -46-




      3.8% for the nine months ended  September 30, 2003 from 13.5% for the nine
      months ended September 30, 2002.  This  percentage  decrease was primarily
      due to dollar decrease in depreciation, depletion, and amortization of oil
      and gas properties.

      General and  administrative  expenses increased $2,531 (1.1%) for the nine
      months  ended  September  30, 2003 as  compared  to the nine months  ended
      September 30, 2002. As a percentage of oil and gas sales,  these  expenses
      decreased to 7.5% for the nine months ended  September  30, 2003 from 7.9%
      for the nine months ended September 30, 2002.

      The Limited Partners have received cash  distributions  through  September
      30, 2003  totaling  $35,897,701  or 135.99% of Limited  Partners'  capital
      contributions.

      III-B PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2003 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2002.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                    2003            2002
                                                  --------        --------
      Oil and gas sales                           $510,724        $604,146
      Oil and gas production expenses             $122,916        $150,061
      Barrels produced                               6,905          10,164
      Mcf produced                                  62,163         133,451
      Average price/Bbl                           $  28.62        $  26.59
      Average price/Mcf                           $   5.04        $   2.50

      As shown in the table  above,  total oil and gas sales  decreased  $93,422
      (15.5%) for the three months ended  September  30, 2003 as compared to the
      three months ended  September  30, 2002. Of this  decrease,  approximately
      $87,000 and $178,000,  respectively,  were related to decreases in volumes
      of oil and gas sold. These decreases were partially offset by increases of
      approximately $14,000 and $158,000, respectively,  related to increases in
      the  average  prices  of oil and gas  sold.  Volumes  of oil and gas  sold
      decreased 3,259 barrels and 71,288 Mcf, respectively, for the three months
      ended  September 30, 2003 as compared to the three months ended  September
      30, 2002.  The decrease in volumes of oil sold was primarily due to normal
      declines in production.  The decrease in volumes of gas sold was primarily
      due to  (i) a  positive  prior  period  gas  balancing  adjustment  on one
      significant  well during the three months ended September 30, 2002, (ii) a
      substantial  decline in production during the three months ended September
      30,  2003 on one  significant  well  following  the  workover of that well
      during early 2002, and (iii) normal declines in production.  The well with
      a  substantial  decline  in  production  is  not  expected  to  return  to
      previously high levels of production. Average oil and gas prices increased
      to $28.62 per barrel and $5.04 per Mcf, respectively, for the three months
      ended



                                      -47-




      September 30, 2003 from $26.59 per barrel and $2.50 per Mcf, respectively,
      for the three months ended September 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $27,145  (18.1%) for the three months ended
      September  30, 2003 as compared to the three  months ended  September  30,
      2002. This decrease 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, (ii) workover  expenses  incurred on two
      wells  within the same unit during the three months  ended  September  30,
      2002, and (iii) workover  expenses  incurred on another  significant  well
      during the three months ended  September  30, 2002. As a percentage of oil
      and gas sales,  these  expenses  decreased  to 24.1% for the three  months
      ended  September 30, 2003 from 24.8% for the three months ended  September
      30, 2002.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $125,870  (85.5%) for the three months ended September 30, 2003
      as compared to the three months ended  September  30, 2002.  This decrease
      was  primarily due to (i) the decreases in volumes of oil and gas sold and
      (ii) two  significant  wells being fully depleted  during the three months
      ended  September  30,  2002  due to the  lack  of  remaining  economically
      recoverable  reserves.  As a percentage of oil and gas sales, this expense
      decreased to 4.2% for the three months ended September 30, 2003 from 24.4%
      for the three months ended September 30, 2002.  This  percentage  decrease
      was primarily due to the dollar decrease in depreciation,  depletion,  and
      amortization of oil and gas properties.

      General and administrative  expenses increased $1,528 (3.7%) for the three
      months  ended  September  30, 2003 as compared to the three  months  ended
      September 30, 2002. As a percentage of oil and gas sales,  these  expenses
      increased to 8.3% for the three months ended  September 30, 2003 from 6.8%
      for the three months ended September 30, 2002.



                                      -48-





      NINE MONTHS  ENDED  SEPTEMBER  30, 2003  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2002.

                                               Nine Months Ended September 30,
                                               -------------------------------
                                                   2003            2002
                                                ----------      ----------
      Oil and gas sales                         $1,782,665      $1,811,852
      Oil and gas production expenses           $  336,230      $  499,128
      Barrels produced                              24,350          30,381
      Mcf produced                                 193,568         422,121
      Average price/Bbl                         $    29.73      $    23.54
      Average price/Mcf                         $     5.47      $     2.60

      As shown in the table  above,  total oil and gas sales  decreased  $29,187
      (1.6%) for the nine  months  ended  September  30, 2003 as compared to the
      nine months ended  September  30, 2002.  Of this  decrease,  approximately
      $142,000 and $594,000,  respectively, were related to decreases in volumes
      of oil and gas sold. These decreases were partially offset by increases of
      approximately $151,000 and $556,000, respectively, related to increases in
      the  average  prices  of oil and gas  sold.  Volumes  of oil and gas  sold
      decreased 6,031 barrels and 228,553 Mcf, respectively, for the nine months
      ended  September  30, 2003 as compared to the nine months ended  September
      30, 2002.  The decrease in volumes of oil sold was primarily due to normal
      declines in production.  This decrease was partially offset by an increase
      in  production  during the nine  months  ended  September  30, 2003 on one
      significant  well due to the  successful  workover of that well during mid
      2002.  The  decrease  in  volumes of gas sold was  primarily  due to (i) a
      substantial  decline in production  during the nine months ended September
      30,  2003 on one  significant  well  following  the  workover of that well
      during early 2002, (ii) positive prior period gas balancing adjustments on
      two significant wells during the nine months ended September 30, 2002, and
      (iii) normal declines in production.  The well with a substantial  decline
      in  production  is not  expected  to return to  previously  high levels of
      production.  Average oil and gas prices increased to $29.73 per barrel and
      $5.47 per Mcf, respectively,  for the nine months ended September 30, 2003
      from  $23.54  per  barrel  and $2.60 per Mcf,  respectively,  for the nine
      months ended September 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $162,898  (32.6%) for the nine months ended
      September  30, 2003 as compared to the nine  months  ended  September  30,
      2002. This decrease was primarily due to (i) a decrease in lease operating
      expenses  associated  with the  decreases  in volumes of oil and gas sold,
      (ii) positive  prior period lease  operating  expense  adjustments  on two
      significant  wells during the nine months ended  September  30, 2002,  and
      (iii) workover  expenses incurred on two significant wells during the nine
      months ended September 30, 2002. As a percentage of oil and gas



                                      -49-




      sales,  these  expenses  decreased  to  18.9%  for the nine  months  ended
      September  30, 2003 from 27.5% for the nine  months  ended  September  30,
      2002. This  percentage  decrease was primarily due to the increases in the
      average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $171,470 (68.5%) for the nine months ended September 30, 2003 as
      compared to the nine months ended  September  30, 2002.  This decrease was
      primarily  due to (i) the  decreases in volumes of oil and gas sold,  (ii)
      two wells being fully depleted  during the nine months ended September 30,
      2002 due to the lack of remaining  economically  recoverable reserves, and
      (iii) upward  revisions in the estimates of remaining oil and gas reserves
      for the nine months ended  September  30, 2003. As a percentage of oil and
      gas  sales,  this  expense  decreased  to 4.4% for the nine  months  ended
      September  30, 2003 from 13.8% for the nine  months  ended  September  30,
      2002. This percentage decrease was primarily due to the dollar decrease in
      deprecation, depletion, and amortization of oil and gas properties.

      General and  administrative  expenses increased $2,179 (1.6%) for the nine
      months  ended  September  30, 2003 as  compared  to the nine months  ended
      September 30, 2002. As a percentage of oil and gas sales,  these  expenses
      increased to 7.7% for the nine months ended  September  30, 2003 from 7.5%
      for the nine months ended September 30, 2002.

      The Limited Partners have received cash  distributions  through  September
      30, 2003  totaling  $20,438,353  or 147.74% of Limited  Partners'  capital
      contributions.

      III-C PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2003 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2002.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                  2003             2002
                                                --------         --------
      Oil and gas sales                         $756,408         $664,913
      Oil and gas production expenses           $159,669         $169,814
      Barrels produced                             1,918            2,684
      Mcf produced                               155,930          208,418
      Average price/Bbl                         $  27.95         $  28.00
      Average price/Mcf                         $   4.51         $   2.83

      As shown in the table  above,  total oil and gas sales  increased  $91,495
      (13.8%) for the three months ended  September  30, 2003 as compared to the
      three months ended  September  30, 2002. Of this  increase,  approximately
      $262,000 was related to an increase in the average price of gas sold. This
      increase was partially  offset by decreases of  approximately  $21,000 and
      $149,000,  respectively,  related to  decreases  in volumes of oil and gas
      sold. Volumes of oil



                                      -50-




      and gas sold decreased 766 barrels and 52,488 Mcf,  respectively,  for the
      three  months  ended  September  30, 2003 as compared to the three  months
      ended  September  30,  2002.  The  decrease  in  volumes  of oil  sold was
      primarily  due  to  normal  declines  in  production.  This  decrease  was
      partially  offset by an increase in production on one significant well due
      to the successful recompletion of that well during late 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 three
      months  ended  September  30,  2003 in order to perform a workover on that
      well.  The shut-in well is expected to return to  production in late 2003.
      These  decreases were  partially  offset by a positive prior period volume
      adjustment made by the operator on one  significant  well during the three
      months ended  September 30, 2003.  Average oil prices  decreased to $27.95
      per barrel for the three months ended  September  30, 2003 from $28.00 per
      barrel for the three months ended  September 30, 2002.  Average gas prices
      increased to $4.51 per Mcf for the three months ended  September  30, 2003
      from $2.83 per Mcf for the three months ended September 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $10,145  (6.0%) for the three  months ended
      September  30, 2003 as compared to the three  months ended  September  30,
      2002. This decrease was primarily due to (i) workover expenses incurred on
      several  wells during the three months ended  September  30, 2002,  (ii) a
      decrease in lease  operating  expenses  associated  with the  decreases in
      volumes of oil and gas sold, and (iii)  negative  prior period  production
      tax  adjustments  on one  significant  well during the three  months ended
      September 30, 2003.  These  decreases  were  partially  offset by workover
      expenses  incurred on one  significant  well during the three months ended
      September 30, 2003. As a percentage of oil and gas sales,  these  expenses
      decreased  to 21.1% for the three  months  ended  September  30, 2003 from
      25.5% for the three  months ended  September  30,  2002.  This  percentage
      decrease was  primarily  due to the  increase in the average  price of gas
      sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $4,678 (9.0%) for the three months ended  September 30, 2003 as
      compared to the three months ended  September 30, 2002. As a percentage of
      oil and gas sales,  this  expense  decreased  to 6.3% for the three months
      ended  September  30, 2003 from 7.8% for the three months ended  September
      30, 2002.  This  percentage  decrease was primarily due to the increase in
      the average price of gas sold.

      General and administrative  expenses increased $3,263 (4.7%) for the three
      months  ended  September  30, 2003 as compared to the three  months  ended
      September 30, 2002. As a percentage of oil and gas sales,  these  expenses
      decreased to 9.7% for the three months ended September 30, 2003 from 10.5%
      for the three months ended September 30, 2002.



                                      -51-





      NINE MONTHS  ENDED  SEPTEMBER  30, 2003  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2002.

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                   2003             2002
                                                ----------       ----------
      Oil and gas sales                         $2,875,739       $1,950,464
      Oil and gas production expenses           $  622,829       $  538,477
      Barrels produced                              11,492            9,026
      Mcf produced                                 507,311          637,144
      Average price/Bbl                         $    30.09       $    23.96
      Average price/Mcf                         $     4.99       $     2.72

      As shown in the table above,  total oil and gas sales  increased  $925,275
      (47.4%) for the nine months  ended  September  30, 2003 as compared to the
      nine months ended  September  30, 2002.  Of this  increase,  approximately
      $1,149,000  was related to an  increase in the average  price of gas sold,
      which  increase  was  partially  offset  by a  decrease  of  approximately
      $353,000 related to a decrease in volumes of gas sold. Volumes of oil sold
      increased 2,466 barrels,  while volumes of gas sold decreased  129,833 Mcf
      for the nine  months  ended  September  30,  2003 as  compared to the nine
      months ended  September 30, 2002.  The increase in volumes of oil sold was
      primarily due to an increase in production on one significant  well due to
      the successful recompletion of that well during late 2002. The decrease in
      volumes of gas sold was primarily due to (i) normal declines in production
      and (ii) the shutting-in of two  significant  wells during the nine months
      ended September 30, 2003 in order to perform workovers on those wells. One
      shut-in well has returned to production  and the other well is expected to
      return to production in late 2003.  These decreases were partially  offset
      by an  increase  in  production  on  another  significant  well due to the
      successful  completion of that well during early 2003. Average oil and gas
      prices increased to $30.09 per barrel and $4.99 per Mcf, respectively, for
      the nine months ended  September 30, 2003 from $23.96 per barrel and $2.72
      per Mcf, respectively, for the nine months ended September 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $84,352  (15.7%) for the nine months  ended
      September  30, 2003 as compared to the nine  months  ended  September  30,
      2002.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated with the increase in oil and gas sales and (ii) workover
      expenses  incurred on one  significant  well during the nine months  ended
      September  30,  2003.  These  increases  were  partially  offset  by (i) a
      decrease  in lease  operating  expenses  associated  with the  decrease in
      volumes of gas sold,  (ii)  workover  expenses  incurred on several  wells
      during the nine months ended  September 30, 2002, and (iii) lower workover
      expenses  incurred on one  significant  well during the nine months  ended
      September 30, 2003 than similar



                                      -52-




      expenses  incurred on the same well during the nine months ended September
      30, 2002. As a percentage of oil and gas sales,  these expenses  decreased
      to 21.7% for the nine months ended  September  30, 2003 from 27.6% for the
      nine months  ended  September  30,  2002.  This  percentage  decrease  was
      primarily due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $41,265 (21.9%) for the nine months ended September 30, 2003 as
      compared to the nine months ended  September  30, 2002.  This decrease was
      primarily  due to the decrease in volumes of gas sold.  As a percentage of
      oil and gas sales,  this  expense  decreased  to 5.1% for the nine  months
      ended September 30, 2003 from 9.6% for the nine months ended September 30,
      2002. This  percentage  decrease was primarily due to the increases in the
      average prices of oil and gas sold.

      General and  administrative  expenses increased $2,459 (1.1%) for the nine
      months  ended  September  30, 2003 as  compared  to the nine months  ended
      September 30, 2002. As a percentage of oil and gas sales,  these  expenses
      decreased to 7.9% for the nine months ended  September 30, 2003 from 11.5%
      for the nine months ended September 30, 2002. This percentage decrease was
      primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30, 2003  totaling  $27,065,795  or 110.68% of Limited  Partners'  capital
      contributions.

      III-D PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2003 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2002.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                  2003              2002
                                                --------          --------
      Oil and gas sales                         $441,500          $447,909
      Oil and gas production expenses           $160,128          $178,210
      Barrels produced                             5,752             5,045
      Mcf produced                                72,862           121,285
      Average price/Bbl                         $  25.91          $  24.76
      Average price/Mcf                         $   4.01          $   2.66

      As shown in the table  above,  total oil and gas  sales  decreased  $6,409
      (1.4%) for the three  months ended  September  30, 2003 as compared to the
      three months ended  September  30, 2002. Of this  decrease,  approximately
      $129,000 was related to a decrease in volumes of gas sold.  This  decrease
      was partially offset by increases of approximately (i) $7,000 and $98,000,
      respectively,  related to increases  in the average  prices of oil and gas
      sold and (ii)  $18,000  related  to an  increase  in  volumes of oil sold.
      Volumes of oil sold



                                      -53-




      increased 707 barrels,  while volumes of gas sold decreased 48,423 Mcf for
      the three months ended  September 30, 2003 as compared to the three months
      ended  September  30,  2002.  The  increase  in  volumes  of oil  sold was
      primarily due to an increase in production on one significant  well due to
      the successful recompletion of that well during late 2002. 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 three
      months  ended  September  30,  2003 in order to perform a workover on that
      well,  and (iii) a positive  prior period  volume  adjustment  made by the
      purchaser  on  another  significant  well  during the three  months  ended
      September  30, 2002.  The shut-in well is expected to return to production
      in late 2003.  Average oil and gas prices  increased  to $25.91 per barrel
      and $4.01 per Mcf, respectively,  for the three months ended September 30,
      2003 from $24.76 per barrel and $2.66 per Mcf, respectively, for the three
      months ended September 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $18,082  (10.1%) for the three months ended
      September  30, 2003 as compared to the three  months ended  September  30,
      2002.  This  decrease  was  primarily  due  to  (i)  one-time  repair  and
      maintenance  expenses  incurred on one  significant  well during the three
      months ended  September  30, 2002 and (ii) workover  expenses  incurred on
      several wells within the same unit during the three months ended September
      30, 2002. As a percentage of oil and gas sales,  these expenses  decreased
      to 36.3% for the three months ended  September 30, 2003 from 39.8% for the
      three months ended September 30, 2002.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $8,410 (23.0%) for the three months ended September 30, 2003 as
      compared to the three months ended  September 30, 2002.  This decrease was
      primarily  due to the decrease in volumes of gas sold.  This  decrease was
      partially  offset by  substantial  downward  revisions in the estimates of
      remaining  oil and gas reserves on a large  unitized  property  during the
      three  months  ended  September  30, 2003 as compared to the three  months
      ended  September  30, 2002.  As a percentage  of oil and gas sales,  these
      expenses  decreased to 6.4% for three months ended September 30, 2003 from
      8.2% for the three  months  ended  September  30,  2002.  This  percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold.

      General and administrative  expenses increased $1,385 (3.6%) for the three
      months  ended  September  30, 2003 as compared to the three  months  ended
      September 30, 2002. As a percentage of oil and gas sales,  these  expenses
      increased to 9.0% for the three months ended  September 30, 2003 from 8.6%
      for the three months ended September 30, 2002.



                                      -54-





      NINE MONTHS  ENDED  SEPTEMBER  30, 2003  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2002.

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                   2003             2002
                                                ----------       ----------
      Oil and gas sales                         $1,968,194       $1,382,847
      Oil and gas production expenses           $  572,941       $  566,934
      Barrels produced                              20,673           17,127
      Mcf produced                                 291,817          389,844
      Average price/Bbl                         $    27.00       $    21.25
      Average price/Mcf                         $     4.83       $     2.61

      As shown in the table above,  total oil and gas sales  increased  $585,347
      (42.3%) for the nine months  ended  September  30, 2003 as compared to the
      nine months ended September 30, 2002. Of this increase,  approximately (i)
      $119,000  and  $647,000,  respectively,  were  related to increases in the
      average  prices of oil and gas sold and (ii)  $75,000  was  related  to an
      increase in volumes of oil sold.  These increases were partially offset by
      a decrease of  approximately  $256,000 related to a decrease in volumes of
      gas sold.  Volumes of oil sold increased  3,546 barrels,  while volumes of
      gas sold decreased 98,027 Mcf for the nine months ended September 30, 2003
      as compared to the nine months ended  September 30, 2002.  The increase in
      volumes of oil sold was  primarily due to an increase in production on one
      significant  well due to the successful  recompletion  of that well during
      late 2002.  The decrease in volumes of gas sold was  primarily  due to (i)
      normal  declines in production and (ii) the shutting-in of two significant
      wells during the nine months ended  September 30, 2003 in order to perform
      workovers  on those  wells.  One of the  shut-in  wells  has  returned  to
      production  and the other well is expected to return to production in late
      2003. These decreases were partially  offset by the successful  completion
      of one  significant  well during  early  2003.  Average oil and gas prices
      increased  to $27.00 per barrel and $4.83 per Mcf,  respectively,  for the
      nine months ended  September 30, 2003 from $21.25 per barrel and $2.61 per
      Mcf, respectively, for the nine months ended September 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $6,007  (1.1%)  for the nine  months  ended
      September  30, 2003 as compared to the nine  months  ended  September  30,
      2002.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated with the increase in oil and gas sales and (ii) workover
      expenses  incurred on one  significant  well during the nine months  ended
      September  30,  2003.  These  increases  were  partially  offset  by (i) a
      decrease  in lease  operating  expenses  associated  with the  decrease in
      volumes  of  gas  sold,  (ii)  lower  workover  expenses  incurred  on one
      significant  well during the nine  months  ended  September  30, 2003 than
      similar expenses incurred on the same wells during



                                      -55-




      the nine months ended  September  30, 2002,  and (iii)  workover  expenses
      incurred  on several  wells  within the same unit  during the nine  months
      ended  September  30, 2002.  As a percentage  of oil and gas sales,  these
      expenses  decreased to 29.1% for the nine months ended  September 30, 2003
      from 41.0% for the nine months ended  September 30, 2002.  This percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $12,521 (13.4%) for the nine months ended September 30, 2003 as
      compared to the nine months ended  September  30, 2002.  This decrease was
      primarily  due to the decrease in volumes of gas sold.  This  decrease was
      partially  offset by  substantial  downward  revisions in the estimates of
      remaining  oil and gas reserves on a large  unitized  property  during the
      nine months ended  September 30, 2003 as compared to the nine months ended
      September 30, 2002. As a percentage of oil and gas sales,  these  expenses
      decreased to 4.1% for the nine months ended  September  30, 2003 from 6.8%
      for the nine months ended September 30, 2002. This percentage decrease was
      primarily due to the increases in the average prices of oil and gas sold.

      General and  administrative  expenses increased $2,200 (1.7%) for the nine
      months  ended  September  30, 2003 as  compared  to the nine months  ended
      September 30, 2002. As a percentage of oil and gas sales,  these  expenses
      decreased to 6.7% for the nine months ended  September  30, 2003 from 9.3%
      for the nine months ended September 30, 2002. This percentage decrease was
      primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30, 2003  totaling  $14,989,669  or 114.42% of Limited  Partners'  capital
      contributions.

      III-E PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2003 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2002.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                   2003             2002
                                                ----------       ----------
      Oil and gas sales                         $1,694,268       $1,185,582
      Oil and gas production expenses           $  820,642       $  848,963
      Barrels produced                              33,971           29,212
      Mcf produced                                 199,127          202,835
      Average price/Bbl                         $    25.39       $    23.97
      Average price/Mcf                         $     4.18       $     2.39

      As shown in the table above,  total oil and gas sales  increased  $508,686
      (42.9%) for the three months ended  September  30, 2003 as compared to the
      three months ended September 30, 2002. Of this increase, approximately (i)



                                      -56-




      $48,000 and  $355,000,  respectively,  were  related to  increases  in the
      average  prices of oil and gas sold and (ii)  $114,000  was  related to an
      increase  in volumes  of oil sold.  Volumes  of oil sold  increased  4,759
      barrels,  while  volumes  of gas sold  decreased  3,708  Mcf for the three
      months  ended  September  30, 2003 as compared to the three  months  ended
      September 30, 2002.  The increase in volumes of oil sold was primarily due
      to (i) the  successful  completion  of two new wells  within the same unit
      during mid 2003 and (ii) an increase in production on one significant well
      due to the successful workover of that well during early 2003. Average oil
      and gas  prices  increased  to  $25.39  per  barrel  and  $4.18  per  Mcf,
      respectively,  for the three months ended  September  30, 2003 from $23.97
      per barrel and $2.39 per Mcf,  respectively,  for the three  months  ended
      September 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $28,321  (3.3%) for the three  months ended
      September  30, 2003 as compared to the three  months ended  September  30,
      2002.  This decrease was primarily  due to workover  expenses  incurred on
      several wells within one unit during the three months ended  September 30,
      2002.  This  decrease was  partially  offset by an increase in  production
      taxes  associated  with the increase in oil and gas sales. As a percentage
      of oil and gas  sales,  these  expenses  decreased  to 48.4% for the three
      months  ended  September  30, 2003 from 71.6% for the three  months  ended
      September  30, 2002.  This  percentage  decrease was  primarily due to the
      increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $14,730 (12.8%) for the three months ended September 30, 2003 as
      compared to the three months ended  September 30, 2002.  This decrease was
      primarily  due to one  significant  well being fully  depleted  during the
      three  months  ended  September  30,  2002  due to the  lack of  remaining
      economically  recoverable reserves.  This decrease was partially offset by
      substantial  downward  revisions in the estimates of remaining oil and gas
      reserves  on a large  unitized  property  during  the three  months  ended
      September  30, 2003 as compared to the three  months ended  September  30,
      2002. As a percentage of oil and gas sales, this expense decreased to 5.9%
      for the three  months  ended  September  30,  2003 from 9.7% for the three
      months ended September 30, 2002.  This  percentage  decrease was primarily
      due to the increases in the average prices of oil and gas sold.

      General and administrative  expenses increased $6,144 (5.2%) for the three
      months  ended  September  30, 2003 as compared to the three  months  ended
      September 30, 2002. As a percentage of oil and gas sales,  these  expenses
      decreased to 7.3% for the three months ended September 30, 2003 from 10.0%
      for the three months ended September 30, 2002.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.





                                      -57-





      NINE MONTHS  ENDED  SEPTEMBER  30, 2003  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2002.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   2003             2002
                                                ----------       ----------
      Oil and gas sales                         $5,671,907       $4,084,397
      Oil and gas production expenses           $2,433,549       $2,545,307
      Barrels produced                              96,672          100,957
      Mcf produced                                 640,465          769,051
      Average price/Bbl                         $    26.13       $    20.71
      Average price/Mcf                         $     4.91       $     2.59

      As shown in the table above, total oil and gas sales increased  $1,587,510
      (38.9%) for the nine months  ended  September  30, 2003 as compared to the
      nine months ended  September  30, 2002.  Of this  increase,  approximately
      $524,000 and  $1,486,000,  respectively,  were related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by a decrease of  approximately  $333,000 related to a decrease in volumes
      of gas sold.  Volumes  of oil and gas sold  decreased  4,285  barrels  and
      128,586 Mcf, respectively, for the nine months ended September 30, 2003 as
      compared to the nine months  ended  September  30,  2002.  The decrease in
      volumes of oil sold was  primarily due to normal  declines in  production,
      which  decrease was  partially  offset by an increase in production on one
      significant well due to the successful  workover of that well during early
      2003.  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 nine  months  ended  September  30,  2003 in order to perform a
      workover  on  that  well.  The  shut-in  well is  expected  to  return  to
      production  in late 2003.  Average oil and gas prices  increased to $26.13
      per  barrel and $4.91 per Mcf,  respectively,  for the nine  months  ended
      September 30, 2003 from $20.71 per barrel and $2.59 per Mcf, respectively,
      for the nine months ended September 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $111,758  (4.4%) for the nine months  ended
      September  30, 2003 as compared to the nine  months  ended  September  30,
      2002. This decrease was primarily due to (i) a decrease in lease operating
      expenses  associated with the decreases in volumes of oil and gas sold and
      (ii)  workover  expenses  incurred on several wells within one unit during
      the nine months ended  September 30, 2002.  These decreases were partially
      offset by an increase in production  taxes associated with the increase in
      oil and gas sales.  As a percentage of oil and gas sales,  these  expenses
      decreased to 42.9% for the nine months ended September 30, 2003 from 62.3%
      for the nine months ended September 30, 2002. This percentage decrease was
      primarily due to the increases in the average prices of oil and gas sold.



                                      -58-





      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $22,888 (8.8%) for the nine months ended  September 30, 2003 as
      compared to the nine months ended  September  30, 2002.  This increase was
      primarily due to (i)  substantial  downward  revisions in the estimates of
      remaining  oil and gas reserves on a large  unitized  property  during the
      nine months ended  September 30, 2003 as compared to the nine months ended
      September 30, 2002,  (ii) another  significant  well being fully  depleted
      during  the  nine  months  ended  September  30,  2003  due to the lack of
      remaining economically  recoverable reserves, and (iii) the abandonment of
      another  significant  well during the nine months ended September 30, 2003
      due to severe mechanical  problems.  These increases were partially offset
      by (i) another  well being  fully  depleted  during the nine months  ended
      September 30, 2002 due to the lack of remaining  economically  recoverable
      reserves  and (ii) the  decreases  in  volumes  of oil and gas sold.  As a
      percentage  of oil and gas sales,  this expense  decreased to 5.0% for the
      nine months ended  September  30, 2003 from 6.3% for the nine months ended
      September  30, 2002.  This  percentage  decrease was  primarily due to the
      increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 2003 and 2002. As a percentage of oil and
      gas sales,  these  expenses  decreased  to 6.6% for the nine months  ended
      September 30, 2003 from 9.1% for the nine months ended September 30, 2002.
      This percentage  decrease was primarily due to the increase in oil and gas
      sales.

      The Limited Partners have received cash  distributions  through  September
      30, 2003  totaling  $45,787,016  or 109.47% of Limited  Partners'  capital
      contributions.

      III-F PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2003 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2002.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                    2003            2002
                                                  --------        --------
      Oil and gas sales                           $532,513        $371,424
      Oil and gas production expenses             $181,615        $146,825
      Barrels produced                               5,094           5,448
      Mcf produced                                  94,683         115,952
      Average price/Bbl                           $  27.38        $  23.83
      Average price/Mcf                           $   4.15        $   2.08

      As shown in the table above,  total oil and gas sales  increased  $161,089
      (43.4%) for the three months ended  September  30, 2003 as compared to the
      three months ended  September  30, 2002. Of this  increase,  approximately
      $18,000 and $196,000, respectively, were related to increases in the



                                      -59-




      average prices of oil and gas sold.  These increases were partially offset
      by a decrease of approximately $44,000 related to a decrease in volumes of
      gas sold.  Volumes of oil and gas sold  decreased  354  barrels and 21,269
      Mcf,  respectively,  for the three  months  ended  September  30,  2003 as
      compared to 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, 2003 in order to perform  repairs and  maintenance on
      that well.  The shut-in well is expected to return to  production  in late
      2003.  Average oil and gas prices increased to $27.38 per barrel and $4.15
      per Mcf, respectively,  for the three months ended September 30, 2003 from
      $23.83 per barrel and $2.08 per Mcf,  respectively,  for the three  months
      ended September 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $34,790  (23.7%) for the three months ended
      September  30, 2003 as compared to the three  months ended  September  30,
      2002. This increase was primarily due to (i) workover expenses incurred on
      one significant  well during the three months ended September 30, 2003 and
      (ii) an increase in production  taxes  associated with the increase in oil
      and gas  sales.  As a  percentage  of oil and gas  sales,  these  expenses
      decreased  to 34.1% for the three  months  ended  September  30, 2003 from
      39.5% for the three  months ended  September  30,  2002.  This  percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $32,933 (45.0%) for the three months ended September 30, 2003 as
      compared to the three months ended  September 30, 2002.  This decrease was
      primarily due to (i) one significant  well being fully depleted during the
      three  months  ended  September  30,  2002  due to the  lack of  remaining
      economically recoverable reserves and (ii) the decreases in volumes of oil
      and gas sold. As a percentage of oil and gas sales, this expense decreased
      to 7.5% for the three months ended  September  30, 2003 from 19.7% for the
      three  months  ended  September  30, 2002.  This  percentage  decrease was
      primarily  due to (i) the  increases in the average  prices of oil and gas
      sold  and  (ii)  the  dollar  decrease  in  depreciation,  depletion,  and
      amortization of oil and gas properties.

      General and administrative  expenses increased $2,881 (4.5%) for the three
      months  ended  September  30, 2003 as compared to the three  months  ended
      September 30, 2002. As a percentage of oil and gas sales,  these  expenses
      decreased  to 12.5% for the three  months  ended  September  30, 2003 from
      17.1% for the three  months ended  September  30,  2002.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.




                                      -60-





      NINE MONTHS  ENDED  SEPTEMBER  30, 2003  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2002.

                                                Nine Months Ended September 30,
                                                ------------------------------
                                                   2003             2002
                                                ----------      ----------
      Oil and gas sales                         $2,019,578      $1,234,005
      Oil and gas production expenses           $  573,387      $  442,668
      Barrels produced                              15,390          18,000
      Mcf produced                                 316,201         354,147
      Average price/Bbl                         $    28.92      $    21.84
      Average price/Mcf                         $     4.98      $     2.37

      As shown in the table above,  total oil and gas sales  increased  $785,573
      (63.7%) for the nine months  ended  September  30, 2003 as compared to the
      nine months ended  September  30, 2002.  Of this  increase,  approximately
      $109,000  and  $824,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by a decrease of approximately $90,000 related to a decrease in volumes of
      gas sold.  Volumes of oil and gas sold decreased  2,610 barrels and 37,946
      Mcf,  respectively,  for the  nine  months  ended  September  30,  2003 as
      compared to the nine months  ended  September  30,  2002.  The decrease in
      volumes  of  oil  sold  was  primarily  due  to  (i)  normal  declines  in
      production, (ii) the abandonment of one significant well during early 2003
      due to severe  mechanical  problems,  and (iii) the shutting-in of another
      significant  well during the nine months ended September 30, 2003 in order
      to perform a workover on that well.  The operator  has not yet  determined
      when the shut-in well will return to  production.  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 in order to perform repairs
      and  maintenance  on that well.  The shut-in well is expected to return to
      production  in late 2003.  Average oil and gas prices  increased to $28.92
      per  barrel and $4.98 per Mcf,  respectively,  for the nine  months  ended
      September 30, 2003 from $21.84 per barrel and $2.37 per Mcf, respectively,
      for the nine months ended September 30, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $130,719  (29.5%) for the nine months ended
      September  30, 2003 as compared to the nine  months  ended  September  30,
      2002. 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 nine  months  ended  September  30,  2002,  (ii) an increase in
      production  taxes  associated with the increase in oil and gas sales,  and
      (iii) workover  expenses  incurred on another  significant well during the
      nine months  ended  September  30, 2003.  As a  percentage  of oil and gas
      sales,  these  expenses  decreased  to  28.4%  for the nine  months  ended
      September  30, 2003 from 35.9% for the nine  months  ended  September  30,
      2002. This percentage decrease was primarily



                                      -61-




      due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $3,246  (1.8%) for the nine months ended  September 30, 2003 as
      compared to the nine months ended  September  30, 2002.  This increase was
      primarily due to (i) the  abandonment of one  significant  well during the
      nine months ended September 30, 2003 due to severe mechanical problems and
      (ii) another  significant well being fully depleted during the nine months
      ended  September  30,  2003  due to the  lack  of  remaining  economically
      recoverable  reserves.  These  increases were partially  offset by (i) one
      significant  well  being  fully  depleted  during  the nine  months  ended
      September 30, 2002 due to the lack of remaining  economically  recoverable
      reserves  and (ii) the  decreases  in  volumes  of oil and gas sold.  As a
      percentage  of oil and gas sales,  this expense  decreased to 8.9% for the
      nine months ended  September 30, 2003 from 14.4% for the nine months ended
      September  30, 2002.  This  percentage  decrease was  primarily due to the
      increases in the average prices of oil and gas sold.

      General and  administrative  expenses increased $2,356 (1.2%) for the nine
      months  ended  September  30, 2003 as  compared  to the nine months  ended
      September 30, 2002. As a percentage of oil and gas sales,  these  expenses
      decreased to 10.2% for the nine months ended September 30, 2003 from 16.6%
      for the nine months ended September 30, 2002. This percentage decrease was
      primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30,  2003  totaling  $18,040,904  or 81.45% of Limited  Partners'  capital
      contributions.




                                      -62-




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

            As of the end of this period  covered by this report,  the principal
            executive  officer and  principal  financial  officer  conducted  an
            evaluation of the Partnerships'  disclosure  controls and procedures
            (as defined in Rules  13a-15(e) and 15d-15(e)  under the  Securities
            and Exchange Act of 1934).  Based on this evaluation,  such officers
            concluded that the Partnerships'  disclosure controls and procedures
            are effective to ensure that information required to be disclosed by
            the  Partnerships  in  reports  filed  under  the  Exchange  Act  is
            recorded, processed,  summarized, and reported accurately and within
            the time periods specified in the Securities and Exchange Commission
            rules and forms.



                                      -63-




                                 PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

31.1     Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership III-A.

31.2     Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership III-A.

31.3     Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership III-B.

31.4     Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership III-B.

31.5     Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership III-C.

31.6     Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership III-C.

31.7     Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership III-D.

31.8     Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership III-D.

31.9     Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership III-E.

31.10    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership III-E.

31.11    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership III-F.

31.12    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership III-F.




                                      -64-





32.1     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.

32.2     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.

32.3     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.

32.4     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-F.

32.5     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.

32.6     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.

(b) Reports on Form 8-K.

         None.



                                      -65-




                                   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

                                    (Registrant)

                                BY:   GEODYNE RESOURCES, INC.

                                      General Partner


Date:  November 14, 2003        By:     /s/Dennis R. Neill
                                    --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  November 14, 2003        By:     /s/Craig D. Loseke
                                    --------------------------------
                                            (Signature)
                                            Craig D. Loseke
                                            Chief Accounting Officer



                                      -66-




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


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

31.1      Certification by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
          for the Geodyne Energy Income Limited Partnership III-A.

31.2      Certification by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
          for the Geodyne Energy Income Limited Partnership III-A.

31.3      Certification by Dennis R. Neill required  by Rule 13a-14(a)/15d-14(a)
          for the Geodyne Energy Income Limited Partnership III-B.

31.4      Certification by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
          for the Geodyne Energy Income Limited Partnership III-B.

31.5      Certification by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
          for the Geodyne Energy Income Limited Partnership III-C.

31.6      Certification by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
          for the Geodyne Energy Income Limited Partnership III-C.

31.7      Certification by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
          for the Geodyne Energy Income Limited Partnership III-D.

31.8      Certification by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
          for the Geodyne Energy Income Limited Partnership III-D.

31.9      Certification by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
          for the Geodyne Energy Income Limited Partnership III-E.

31.10     Certification by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
          for the Geodyne Energy Income Limited Partnership III-E.

31.11     Certification by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
          for the Geodyne Energy Income Limited Partnership III-F.

31.12     Certification by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
          for the Geodyne Energy Income Limited Partnership III-F.




                                      -67-





32.1      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.

32.2      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.

32.3      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.

32.4      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.

32.5      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.

32.6      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.




                                      -68-