SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

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

For the quarter ended March 31, 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-





EXPLANATORY NOTE

This  Amendment  No. 1 on Form 10-Q/A  amends Items 1, 2, and 6 of the Quarterly
Report on Form 10-Q of  Geodyne  Energy  Income  Limited  Partnership  III-E and
Geodyne Energy Limited Income Partnership III-F for the three months ended March
31, 2003 as filed with the  Securities  and Exchange  Commission on May 15, 2003
(the  "Quarterly  Report").  This Form 10-Q/A does not reflect events  occurring
after the  filing of the  original  Quarterly  Report or modify or update  those
disclosures affected by subsequent events.

As discussed in Note 1 to the  Condensed  Notes to the  Financial  Statements in
Item 1, this Form 10-Q/A restates the balance  sheets, statements of operations,
and  statements of cash flows to correct an inadvertent  bookkeeping  error that
resulted in an over-accrual of revenue and a misstatement of production taxes.





                                      -2-





                          PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

                                     ASSETS

                                               March 31,       December 31,
                                                 2003              2002
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  923,766        $  718,665
   Accounts receivable:
      Related party (Note 2)                           -               888
      Oil and gas sales                          834,273           617,187
                                              ----------        ----------
        Total current assets                  $1,758,039        $1,336,740

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 921,697           867,774

DEFERRED CHARGE                                  260,836           260,836
                                              ----------        ----------
                                              $2,940,572        $2,465,350
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   75,866        $   86,580
   Gas imbalance payable                          27,471            27,471
                                              ----------        ----------
        Total current liabilities             $  103,337        $  114,051

LONG-TERM LIABILITIES:
   Accrued liability                          $   33,171        $   33,171
   Asset retirement obligation
      (Note 1)                                   110,839                 -
                                              ----------        ----------
        Total long-term liabilities           $  144,010        $   33,171

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   55,801)      ($   87,091)
   Limited Partners, issued and
      outstanding, 263,976 units               2,749,026         2,405,219
                                              ----------        ----------
        Total Partners' capital               $2,693,225        $2,318,128
                                              ----------        ----------
                                              $2,940,572        $2,465,350
                                              ==========        ==========

                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 THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,241,672        $959,348
   Interest income                                 1,429           2,369
                                              ----------        --------
                                              $1,243,101        $961,717

COSTS AND EXPENSES:
   Lease operating                            $   99,722        $223,782
   Production tax                                 92,298          39,942
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  56,224          99,446
   General and administrative
      (Note 2)                                    83,312          90,111
                                              ----------        --------
                                              $  331,556        $453,281
                                              ----------        --------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $  911,545        $508,436

   Cumulative effect of change in
      accounting for asset retirement
      obligations (Note 1)                   (       673)              -
                                              ----------        --------
NET INCOME                                    $  910,872        $508,436
                                              ==========        ========
GENERAL PARTNER - NET INCOME                  $   96,065        $ 59,557
                                              ==========        ========
LIMITED PARTNERS - NET INCOME                 $  814,807        $448,879
                                              ==========        ========
NET INCOME per unit                           $     3.09        $   1.70
                                              ==========        ========
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 THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (Unaudited)

                                                 2003             2002
                                               --------         --------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $910,872         $508,436
   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                               56,224           99,446
      Decrease in accounts receivable -
        related party                                10                -
      (Increase) decrease in accounts
        receivable - oil and gas sales        ( 217,086)          37,601
      Decrease in deferred charge                     -           53,074
      Decrease in accounts payable            (  10,714)       (  33,576)
                                               --------         --------
Net cash provided by operating
   activities                                  $739,979         $664,981
                                               --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        $      -        ($ 80,816)
   Proceeds from the sale of oil
      and gas properties                            897            5,581
                                               --------         --------
Net cash provided (used) by investing
   activities                                  $    897        ($ 75,235)
                                               --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($535,775)       ($869,329)
                                               --------         --------
Net cash used by financing activities         ($535,775)       ($869,329)
                                               --------         --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            $205,101        ($279,583)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          718,665          874,852
                                               --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $923,766         $595,269
                                               ========         ========


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



                                      -5-




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

                                     ASSETS


                                               March 31,       December 31,
                                                 2003              2002
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  504,540        $  397,754
   Accounts receivable:
      Related party (Note 2)                           -               586
      Oil and gas sales                          461,167           346,664
                                              ----------        ----------
        Total current assets                  $  965,707        $  745,004

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 504,230           461,645

DEFERRED CHARGE                                  184,282           184,282
                                              ----------        ----------
                                              $1,654,219        $1,390,931
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   55,020        $   57,077
   Gas imbalance payable                          12,396            12,396
                                              ----------        ----------
        Total current liabilities             $   67,416        $   69,473

LONG-TERM LIABILITIES:
   Accrued liability                          $   12,518        $   12,518
   Asset retirement obligation
      (Note 1)                                    77,271                 -
                                              ----------        ----------
        Total long-term liabilities           $   89,789        $   12,518

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   23,450)      ($   48,554)
   Limited Partners, issued and
      outstanding, 138,336 units               1,520,464         1,357,494
                                              ----------        ----------
        Total Partners' capital               $1,497,014        $1,308,940
                                              -----------       -----------
                                              $1,654,219        $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 MARCH 31, 2003 AND 2002
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $700,575          $598,584
   Interest income                                   759             1,289
                                                --------          --------
                                                $701,334          $599,873

COSTS AND EXPENSES:
   Lease operating                              $ 66,123          $149,433
   Production tax                                 53,656            32,945
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  34,068            61,804
   General and administrative
      (Note 2)                                    48,421            53,049
                                                --------          --------
                                                $202,268          $297,231
                                                --------          --------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                         $499,066          $302,642

   Cumulative effect of change in
      accounting for asset retirement
      obligations (Note 1)                     (     586)                -
                                                --------          --------
NET INCOME                                      $498,480          $302,642
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 79,510          $ 53,856
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $418,970          $248,786
                                                ========          ========
NET INCOME per unit                             $   3.03          $   1.80
                                                ========          ========
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 CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (Unaudited)

                                                  2003            2002
                                                ---------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $498,480        $302,642
   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                                34,068          61,804
      Decrease in accounts receivable -
        Related party (Note 2)                         7               -
      (Increase) decrease in accounts
        receivable - oil and gas sales         ( 114,503)          9,487
      Decrease in deferred charge                      -          44,544
      Decrease in accounts payable             (   2,057)      (  15,954)
                                                --------        --------
Net cash provided by operating
   activities                                   $416,581        $402,523
                                                --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($    118)      ($ 53,306)
   Proceeds from the sale of oil and
      gas properties                                 729           3,130
                                                --------        --------
Net cash provided (used) by investing
   activities                                   $    611       ($ 50,176)
                                                --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($310,406)      ($502,603)
                                                --------        --------
Net cash used by financing activities          ($310,406)      ($502,603)
                                                --------        --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $106,786       ($150,256)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           397,754         494,899
                                                --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $504,540        $344,643
                                                ========        ========


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



                                      -8-




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

                                     ASSETS


                                               March 31,       December 31,
                                                 2003              2002
                                              -----------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  746,714        $  480,424
   Accounts receivable:
      Oil and gas sales                          775,470           518,374
                                              ----------        ----------
        Total current assets                  $1,522,184        $  998,798

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,818,585         1,694,533

DEFERRED CHARGE                                   57,867            57,867
                                              ----------        ----------
                                              $3,398,636        $2,751,198
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  115,296        $  143,943
   Gas imbalance payable                          43,923            43,923
                                              ----------        ----------
        Total current liabilities             $  159,219        $  187,866

LONG-TERM LIABILITIES:
   Accrued liability                          $  196,167        $  196,167
   Asset retirement obligation
      (Note 1)                                   191,694                 -
                                              ----------        ----------
        Total long-term liabilities           $  387,861        $  196,167

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  120,433)      ($  150,636)
   Limited Partners, issued and
      outstanding, 244,536 units               2,971,989         2,517,801
                                              ----------        ----------
        Total Partners' capital               $2,851,556        $2,367,165
                                              -----------       -----------
                                              $3,398,636        $2,751,198
                                              ===========       ===========


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



                                      -9-




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,155,715        $570,569
   Interest income                                   967           1,209
                                              ----------        --------
                                              $1,156,682        $571,778

COSTS AND EXPENSES:
   Lease operating                            $  164,332        $187,843
   Production tax                                 74,434          32,228
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  43,710          67,492
   General and administrative
      (Note 2)                                    77,838          84,375
                                              ----------        --------
                                              $  360,314        $371,938
                                              ----------        --------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $  796,368        $199,840

   Cumulative effect of change in
      accounting for asset retirement
      obligations (Note 1)                         2,317               -
                                              ----------        --------
NET INCOME                                    $  798,685        $199,840
                                              ==========        ========
GENERAL PARTNER - NET INCOME                  $   83,497        $ 25,937
                                              ==========        ========
LIMITED PARTNERS - NET INCOME                 $  715,188        $173,903
                                              ==========        ========
NET INCOME per unit                           $     2.92        $    .71
                                              ==========        ========
UNITS OUTSTANDING                                244,536         244,536
                                              ==========        ========


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


                                      -10-




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (Unaudited)
                                                2003              2002
                                              ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $798,685         $199,840
   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                               43,710           67,492
      (Increase) decrease in accounts
        receivable - oil and gas sales        ( 257,096)          17,483
      Increase (decrease) in accounts
        payable                               (  28,647)          41,556
                                               --------         --------
Net cash provided by operating
   activities                                  $554,335         $326,371
                                               --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($  2,181)       ($  1,439)
   Proceeds from sale of oil and gas
      properties                                 28,430               51
                                               --------         --------
Net cash provided (used) by investing
   activities                                  $ 26,249        ($  1,388)
                                               --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($314,294)       ($350,348)
                                               --------         --------
Net cash used by financing activities         ($314,294)       ($350,348)
                                               --------         --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            $266,290        ($ 25,365)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          480,424          371,012
                                               --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $746,714         $345,647
                                               ========         ========



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



                                      -11-




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

                                     ASSETS


                                               March 31,       December 31,
                                                 2003              2002
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  499,023        $  306,024
   Accounts receivable:
      Oil and gas sales                          557,438           386,024
                                              ----------        ----------
        Total current assets                  $1,056,461        $  692,048

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 827,136           755,553

DEFERRED CHARGE                                   10,949            10,949
                                              ----------        ----------
                                              $1,894,546        $1,458,550
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  110,512        $  171,347
                                              ----------        ----------
        Total current liabilities             $  110,512        $  171,347

LONG-TERM LIABILITIES:
   Accrued liability                          $  251,798        $  251,798
   Asset retirement obligation
      (Note 1)                                   107,536                 -
                                              ----------        ----------
        Total long-term liabilities           $  359,334        $  251,798

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   24,821)      ($   50,949)
   Limited Partners, issued and
      outstanding, 131,008 units               1,449,521         1,086,354
                                              ----------        ----------
        Total Partners' capital               $1,424,700        $1,035,405
                                              ----------        ----------
                                              $1,894,546        $1,458,550
                                              ==========        ==========



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



                                      -12-




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $857,811        $409,027
   Interest income                                   542             433
                                                --------        --------
                                                $858,353        $409,460

COSTS AND EXPENSES:
   Lease operating                              $148,308        $193,506
   Production tax                                 58,998          28,362
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  19,192          27,998
   General and administrative
      (Note 2)                                    46,306          50,878
                                                --------        --------
                                                $272,804        $300,744
                                                --------        --------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                         $585,549        $108,716

   Cumulative effect of change in
      accounting for asset retirement
      obligations (Note 1)                         2,875               -
                                                --------        --------
NET INCOME                                      $588,424        $108,716
                                                ========        ========
GENERAL PARTNER - NET INCOME                    $ 60,257        $ 13,348
                                                ========        ========
LIMITED PARTNERS - NET INCOME                   $528,167        $ 95,368
                                                ========        ========
NET INCOME per unit                             $   4.03        $    .73
                                                ========        ========
UNITS OUTSTANDING                                131,008         131,008
                                                ========        ========



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


                                      -13-




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (Unaudited)


                                                  2003            2002
                                               ----------      ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $588,424        $108,716
   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                                19,192          27,998
      (Increase) decrease in accounts
        receivable - oil and gas sales         ( 171,414)          7,228
      Decrease in accounts payable             (  60,835)      (   5,813)
                                                --------        --------
Net cash provided by operating
   activities                                   $372,492        $138,129
                                                --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($  1,746)      ($ 26,336)
   Proceeds from the sale of oil and
      gas properties                              21,382               -
                                                --------        --------
Net cash provided (used) by investing
   activities                                   $ 19,636       ($ 26,336)
                                                --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($199,129)      ($101,998)
                                                --------        --------
Net cash used by financing activities          ($199,129)      ($101,998)
                                                --------        --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $192,999        $  9,795

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           306,024         160,008
                                                --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $499,023        $169,803
                                                ========        ========



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



                                      -14-




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

                                     ASSETS


                                                 March 31,      December 31,
                                                   2003             2002
                                                (Restated
                                                  Note 1)
                                               ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  795,267       $  801,420
   Accounts receivable:
      Oil and gas sales                          1,351,058          924,827
                                                ----------       ----------
        Total current assets                    $2,146,325       $1,726,247

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,813,958        2,646,994

DEFERRED CHARGE                                     69,176           69,176
                                                ----------       ----------
                                                $5,029,459       $4,442,417
                                                ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                             $  480,512       $  746,759
   Accrued liability - other (Note 1)                    -          122,289
   Gas imbalance payable                             2,736            2,736
                                                ----------       ----------
        Total current liabilities               $  483,248       $  871,784

LONG-TERM LIABILITIES:
   Accrued liability                            $  328,632       $  328,632
   Asset retirement obligation
      (Note 1)                                     260,325                -
                                                ----------       ----------
        Total long-term liabilities             $  588,957       $  328,632

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  159,464)     ($  250,684)
   Limited Partners, issued and
      outstanding, 418,266 units                 4,116,718        3,492,685
                                                ----------       ----------
        Total Partners' capital                 $3,957,254       $3,242,001
                                                -----------      ----------
                                               $5,029,459       $4,442,417
                                                ===========      ==========


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



                                      -15-




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (Unaudited)


                                                 2003              2002
                                               (Restated
                                                 Note 1)
                                              -----------       ----------

REVENUES:
   Oil and gas sales                          $2,084,737        $1,379,433
   Interest income                                   927               840
   Gain on abandonment                             1,848                 -
                                              ----------        ----------
                                              $2,087,512        $1,380,273

COSTS AND EXPENSES:
   Lease operating                            $  697,717        $  784,681
   Production tax                                154,198            78,867
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 111,601            80,068
   General and administrative
      (Note 2)                                   126,084           135,626
                                              ----------        ----------
                                              $1,089,600        $1,079,242
                                              ----------        ----------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                       $  997,912        $  301,031

   Cumulative effect of change in
      accounting for asset retirement
      obligations (Note 1)                         2,725                 -
                                              ----------        ----------
NET INCOME                                    $1,000,637        $  301,031
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  109,604        $   37,225
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  891,033        $  263,806
                                              ==========        ==========
NET INCOME per unit                           $     2.13        $      .63
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========



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


                                      -16-




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (Unaudited)

                                                    2003           2002
                                                (Restated
                                                  Note 1)
                                                ------------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $1,000,637      $301,031
   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                                  111,601        80,068
      Gain on abandonment                       (     1,848)            -
      Increase in accounts receivable -
        oil and gas sales                       (   426,231)    (  92,364)
      Decrease in accounts payable              (   266,247)    ( 190,011)
      Increase in payable to General
        Partner                                           -       105,000
      Decrease in accrued liability -
        other                                   (   122,289)            -
                                                 ----------      --------
Net cash provided by operating
   activities                                    $  292,898      $203,724
                                                 ----------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($   15,046)    ($175,000)
   Proceeds from sale of oil and gas
      properties                                      1,379           416
                                                 ----------      --------
Net cash used by investing activities           ($   13,667)    ($174,584)
                                                 ----------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($  285,384)     $      -
                                                 ----------      --------
Net cash used by financing activities           ($  285,384)     $      -
                                                 ----------      --------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             ($    6,153)     $ 29,140

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                              801,420       440,024
                                                 ----------      --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $  795,267      $469,164
                                                 ==========      ========

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



                                      -17-




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

                                     ASSETS


                                               March 31,       December 31,
                                                 2003              2002
                                               (Restated
                                                 Note 1)
                                              -----------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  293,678       $  284,588
   Accounts receivable:
      Oil and gas sales                           516,074          348,300
                                               ----------       ----------
        Total current assets                   $  809,752       $  632,888

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,807,759        1,764,313

DEFERRED CHARGE                                    29,946           29,946
                                               ----------       ----------
                                               $2,647,457       $2,427,147
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  106,609       $  118,741
   Accrued liability - other (Note 1)                   -          102,690
   Gas imbalance payable                            2,295            2,295
                                               ----------       ----------
        Total current liabilities              $  108,904       $  223,726

LONG-TERM LIABILITIES:
   Accrued liability                           $  118,005       $  118,005
   Asset retirement obligation
      (Note 1)                                    138,829                -
                                               ----------       ----------
        Total long-term liabilities            $  256,834       $  118,005

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  146,351)     ($  159,621)
   Limited Partners, issued and
      outstanding, 221,484 units                2,428,070        2,245,037
                                               ----------       ----------
        Total Partners' capital                $2,281,719       $2,085,416
                                               ----------       ----------
                                               $2,647,457       $2,427,147
                                               ==========       ==========


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



                                      -18-




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (Unaudited)


                                                 2003             2002
                                               (Restated
                                                 Note 1)
                                              -----------       --------

REVENUES:
   Oil and gas sales                           $744,486         $416,172
   Interest income                                  434              565
   Gain on abandonment                              903                -
                                               --------         --------
                                               $745,823         $416,737

COSTS AND EXPENSES:
   Lease operating                             $157,629         $106,564
   Production tax                                41,220           14,824
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                108,551           54,458
   General and administrative
      (Note 2)                                   71,431           77,565
                                               --------         --------
                                               $378,831         $253,411
                                               --------         --------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                        $366,992         $163,326

   Cumulative effect of change in
      accounting for asset retirement
      obligations (Note 1)                        3,712                -
                                               --------         --------
NET INCOME                                     $370,704         $163,326
                                               ========         ========
GENERAL PARTNER - NET INCOME                   $ 22,671         $ 10,316
                                               ========         ========
LIMITED PARTNERS - NET INCOME                  $348,033         $153,010
                                               ========         ========
NET INCOME per unit                            $   1.57         $    .69
                                               ========         ========
UNITS OUTSTANDING                               221,484          221,484
                                               ========         ========



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


                                      -19-




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (Unaudited)

                                                  2003            2002
                                                (Restated
                                                  Note 1)
                                               -----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $370,704        $163,326
   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                               108,551          54,458
      Gain on abandonment                      (     903)              -
      Increase in accounts receivable -
        oil and gas sales                      ( 167,774)      (   3,611)
      Increase (decrease) in accounts
        payable                                (  12,132)         32,057
      Decrease in accrued liability -
        other                                  ( 102,690)              -
                                                --------        --------
Net cash provided by operating
   activities                                   $192,044        $246,230
                                                --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 11,724)      ($  1,294)
   Proceeds from the sale of oil
      and gas properties                           3,171             943
                                                --------        --------
Net cash used by investing activities          ($  8,553)      ($    351)
                                                --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($174,401)      ($148,672)
                                                --------        --------
Net cash used by financing activities          ($174,401)      ($148,672)
                                                --------        --------
NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $  9,090        $ 97,207

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           284,588         144,433
                                                --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $293,678        $241,640
                                                ========        ========

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



                                      -20-




             GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                   CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (Unaudited)


1.    CORRECTION OF ERROR
      -------------------

      The March 31, 2003  unaudited  Balance  Sheets,  unaudited  Statements  of
      Operations,  and unaudited Statements of Cash Flows for the Geodyne Energy
      Income Limited  Partnership  III-E and III-F have been restated to correct
      an  inadvertent  bookkeeping  error which resulted in an  over-accrual  of
      revenue and a misstatement of production  taxes.  The error correction had
      no  effect  on  previously  reported  total  cash  flows  from  operating,
      investing or financing  activities in the Statements of Cash Flows.  Below
      is a summary of the affected account balances "as previously reported" and
      "as restated".

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

      Balance Sheet at March 31, 2003:

                                        As previously             As
                                          reported             restated
                                        -------------        ------------

         Accounts receivable
            - oil and gas sales          $1,513,607           $1,351,058
         Partners' Capital
            (Deficit)
            General Partner            (    143,210)       (     159,464)
            Limited Partners              4,263,013            4,116,718


      Statement of Operations for the Three Months Ended March 31, 2003:

                                        As previously             As
                                          reported             restated
                                        -------------        ------------

         Oil and gas sales               $2,207,026           $2,084,737
         Production tax                     113,938              154,198
         Income before cumulative
            effect of accounting
            change                        1,160,461              997,912
         Net Income                       1,163,186            1,000,637
         General Partner - Net
            Income                          125,858              109,604
         Limited Partners - Net
            Income                        1,037,328              891,033
         Net Income per Unit                   2.48                 2.13



                                      -21-





      Statement of Cash Flows for the Three Months Ended March 31, 2003:

                                        As previously             As
                                          reported             restated
                                        -------------        ------------

         Cash flows from
            operating activities:
         Net Income                       $1,163,186          $ 1,000,637
         Increase in accounts
            receivable - oil
            and gas sales                (   588,780)        (    426,231)
         Net cash provided
            by operating
            activities                       292,898              292,898


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

      Balance Sheet at March 31, 2003:

                                        As previously             As
                                          reported             restated
                                        -------------        ------------

         Accounts receivable
            - oil and gas sales          $  628,501           $   516,074
         Partners' Capital
            (Deficit)
            General Partner            (    140,730)        (     146,351)
            Limited Partners              2,534,876             2,428,070


      Statement of Operations for the Three Months Ended March 31, 2003:

                                        As previously             As
                                          reported             restated
                                        -------------        ------------

         Oil and gas sales                $  847,176          $   744,486
         Production tax                       31,483               41,220
         Income before cumulative
            effect of accounting
            change                           479,419              366,992
         Net Income                          483,131              370,704
         General Partner - Net
            Income                            28,292               22,671
         Limited Partners - Net
            Income                           454,839              348,033
         Net Income per Unit                    2.05                 1.57




                                      -22-






      Statement of Cash Flows for the Three Months Ended March 31, 2003:

                                        As previously             As
                                          reported             restated
                                        -------------        ------------

         Cash flows from
            operating activities:
         Net Income                      $   483,131          $   370,704
         Increase in accounts
            receivable - oil
            and gas sales               (    280,201)        (    167,774)
         Net cash provided
            by operating
            activities                       192,044              192,044


      ACCOUNTING POLICIES
      -------------------

      The balance sheets as of March 31, 2003,  statements of operations for the
      three months ended March 31, 2003 and 2002,  and  statements of cash flows
      for the three months  ended March 31, 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 March 31, 2003, the results of operations for three
      months  ended  March 31,  2003 and 2002,  and the cash flows for the three
      months ended March 31, 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  March  31,  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



                                      -23-




      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.

      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.

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


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.


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:





                                      -24-





                                            Increase
                                           (decrease)
                                              in
                          Change 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
      three months ended March 31, 2003, the III-A,  III-B, III-C, III-D, III-E,
      and III-F Partnerships  recognized  approximately $1,000,  $1,000, $2,000,
      $1,000, $6,000, and $3,000, 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 three months ended March 31, 2002 would have been
      an  increase  in  depreciation,  depletion,  and  amortization  expense of
      approximately  $1,000,   $1,000,   $2,000,  $1,000,  $4,000,  and  $2,000,
      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 March 31,  2003,  the  following  payments  were made to the General
      Partner or its affiliates by the Partnerships:




                                      -25-




                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               III-A                 $ 13,844               $ 69,468
               III-B                   12,016                 36,405
               III-C                   13,485                 64,353
               III-D                   11,830                 34,476
               III-E                   16,014                110,070
               III-F                   13,147                 58,284

      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.





                                      -26-




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.




                                      -27-




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  March  31,  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 three  months  ended  March 31,  2002,  capital
      expenditures  for the III-D and III-E  Partnerships  totaled  $26,336  and
      $175,000,  respectively. These expenditures were primarily due to drilling
      activities in a large unitized  property,  the  Jay-Little  Escambia Creek
      Field  Unit,  located  in  Santa  Rosa  County,   Florida,  in  which  the
      Partnerships  own  working  interests  of  approximately  0.7%  and  4.7%,
      respectively.

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



                                      -28-




      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 has not  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.

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



                                      -29-




      from such  properties,  the cost of the properties is written down to fair
      value,  which is determined by using the 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
      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



                                      -30-




      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)
                                               in
                          Change 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
      three months ended March 31, 2003, the III-A,  III-B, III-C, III-D, III-E,
      and III-F Partnerships  recognized  approximately $1,000,  $1,000, $2,000,
      $1,000, $6,000, and $3,000, 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.


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



                                      -31-




      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.

                               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
                                                  ======        =========


                               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
                                                  ======        =========





                                      -32-




                               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
                                                 =======        =========


                                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
                                                 =======        =========


                               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
                                                 =========       =========




                                      -33-





                                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
                                                 =======        =========

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

      The  following  table  indicates  the  estimated  net present value of the
      Partnerships'  proved reserves as of 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.  Oil prices at March 31, 2003 ($27.75 per
      barrel)  were lower than the prices in effect on December 31, 2002 ($28.00
      per barrel). Gas prices at March 31, 2003 ($5.06 per Mcf) were higher than
      the prices in effect on December 31, 2002 ($4.74 per Mcf). The decrease in
      oil prices and the  increase in gas prices have  caused the  estimates  of
      remaining economically  recoverable reserves, as well as the values placed
      on said  reserves,  at March 31, 2003 to fluctuate from such estimates and
      values at  December  31,  2002.  The prices  used in  calculating  the net
      present value  attributable  to the  Partnerships'  proved reserves do not
      necessarily reflect market prices for oil and gas production subsequent to
      March  31,  2003.  There  can be no  assurance  that  the  prices  used in
      calculating the net present value of the Partnerships'  proved reserves at
      March 31, 2003 will actually be realized for such production.




                                      -34-





                          Net Present Value of Reserves
                         ------------------------------
            Partnership            3/31/03               12/31/02
            -----------          -----------           ------------
                III-A            $10,867,772           $10,583,968
                III-B              5,089,897             5,037,182
                III-C             12,887,263            12,473,256
                III-D              7,660,816             7,655,634
                III-E             20,366,791            20,987,455
                III-F             10,485,701            10,539,573

      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 Exxon-Mobil.  The injection  process leads to
      very  high  operating  costs.  As a result,  changes  in  natural  gas and
      particularly  oil  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.  As a result of these
      costs, cash flow from this property has often been negative. This property
      is very sensitive to changes in oil prices and production  volumes.  Until
      the  operator  completes  repairs and current  drilling  activities,  this
      property's  cash flows could  continue to be negative  despite  relatively
      high oil and gas prices.

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.



                                      -35-





      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  have  benefited  from the  political
      uncertainty  associated with the increase in terrorist activities in parts
      of the  world.  In the last few years,  natural  gas  prices  have  varied
      significantly,  from very high prices in late 2000 and early 2001,  to low
      prices in late 2001 and early 2002,  to rising prices in the later part of
      2002 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.



                                      -36-





      III-A PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2002.

                                               Three Months Ended March 31,
                                               -----------------------------
                                                   2003            2002
                                                ----------       --------
      Oil and gas sales                         $1,241,672       $959,348
      Oil and gas production expenses           $  192,020       $263,724
      Barrels produced                              13,075         18,300
      Mcf produced                                 158,528        293,357
      Average price/Bbl                         $    31.62       $  20.10
      Average price/Mcf                         $     5.22       $   2.02

      Total oil and gas sales  increased  $282,324  (29.4%) for the three months
      ended March 31, 2003 as compared to the three months ended March 31, 2002.
      Of this increase,  approximately $150,000 and $509,000, respectively, were
      related to  increases  in the  average  prices of oil and gas sold.  These
      increases were partially offset by decreases of approximately $105,000 and
      $272,000,  respectively,  related to  decreases  in volumes of oil and gas
      sold. Volumes of oil and gas sold decreased 5,225 barrels and 134,829 Mcf,
      respectively, for the three months ended March 31, 2003 as compared to the
      three months ended March 31, 2002. The decrease in volumes of oil sold was
      primarily  due to (i)  increased  production  on several  wells during the
      three months ended March 31, 2002 due to successful recompletions of those
      wells  during  mid 2001 and (ii)  normal  declines  in  production.  These
      decreases  were partially  offset by an increase in production  during the
      three  months  ended  March 31,  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 positive prior period gas balancing
      adjustment on one significant well during the three months ended March 31,
      2002 and (ii)  increased  production on two  significant  wells during the
      three  months  ended March 31, 2002 due to  successful  workovers of those
      wells during mid 2001.  Average oil and gas prices increased to $31.62 per
      barrel and $5.22 per Mcf,  respectively,  for the three months ended March
      31, 2003 from $20.10 per barrel and $2.02 per Mcf,  respectively,  for the
      three months ended March 31, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $71,704  (27.2%) for the three months ended
      March 31, 2003 as compared to the three months ended March 31, 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) a
      positive  prior  period  lease   operating   expense   adjustment  on  one
      significant  well during the three months ended March 31, 2002,  and (iii)
      workover  expenses  incurred  on two  significant  wells  during the three
      months ended March



                                      -37-




      31, 2002. As a percentage of oil and gas sales,  these expenses  decreased
      to 15.5% for the three  months  ended  March 31,  2003 from  27.5% for the
      three months ended March 31, 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  $43,222  (43.5%) for the three  months  ended March 31, 2003 as
      compared to the three  months  ended March 31,  2002.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas  sold.  As a
      percentage  of oil and gas sales,  this expense  decreased to 4.5% for the
      three  months  ended March 31, 2003 from 10.4% for the three  months ended
      March  31,  2002.  This  percentage  decrease  was  primarily  due  to the
      increases in the average prices of oil and gas sold.

      General and administrative  expenses decreased $6,799 (7.5%) for the three
      months  ended March 31, 2003 as compared to the three  months  ended March
      31, 2002. As a percentage of oil and gas sales,  these expenses  decreased
      to 6.7% for the three  months ended March 31, 2003 from 9.4% for the three
      months ended March 31, 2002. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2003  totaling   $34,419,701  or  130.39%  of  Limited  Partners'  capital
      contributions.


      III-B PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2002.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                    2003            2002
                                                  --------        --------
      Oil and gas sales                           $700,575        $598,584
      Oil and gas production expenses             $119,779        $182,378
      Barrels produced                               9,175          13,435
      Mcf produced                                  80,507         164,970
      Average price/Bbl                           $  31.83        $  20.23
      Average price/Mcf                           $   5.07        $   1.98

      Total oil and gas sales  increased  $101,991  (17.0%) for the three months
      ended March 31, 2003 as compared to the three months ended March 31, 2002.
      Of this increase,  approximately $106,000 and $249,000, respectively, were
      related to  increases  in the  average  prices of oil and gas sold.  These
      increases were partially offset by decreases of approximately  $86,000 and
      $167,000,  respectively,  related to  decreases  in volumes of oil and gas
      sold.  Volumes of oil and gas sold decreased 4,260 barrels and 84,463 Mcf,
      respectively, for the three months ended March 31, 2003 as compared to the
      three months ended March 31, 2002. The



                                      -38-




      decrease  in  volumes  of oil  sold  was  primarily  due to (i)  increased
      production  on several  wells during the three months ended March 31, 2002
      due to  successful  recompletions  of those wells during mid 2001 and (ii)
      normal declines in production. These decreases were partially offset by an
      increase in production during the three months ended March 31, 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
      positive  prior period gas balancing  adjustment on one  significant  well
      during the three months ended March 31, 2002 and (ii) increased production
      on two significant  wells during the three months ended March 31, 2002 due
      to  successful  workovers of those wells during mid 2001.  Average oil and
      gas prices increased to $31.83 per barrel and $5.07 per Mcf, respectively,
      for the three months ended March 31, 2003 from $20.23 per barrel and $1.98
      per Mcf, respectively, for the three months ended March 31, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $62,599  (34.3%) for the three months ended
      March 31, 2003 as compared to the three months ended March 31, 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) a
      positive  prior  period  lease   operating   expense   adjustment  on  one
      significant  well during the three months ended March 31, 2002,  and (iii)
      workover  expenses  incurred  on two  significant  wells  during the three
      months ended March 31, 2002. As a percentage  of oil and gas sales,  these
      expenses decreased to 17.1% for the three months ended March 31, 2003 from
      30.5% for the three months ended March 31, 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  $27,736  (44.9%) for the three  months  ended March 31, 2003 as
      compared to the three  months  ended March 31,  2002.  This  decrease  was
      primarily  due to the  decreases  in  volumes  of oil and gas  sold.  As a
      percentage  of oil and gas sales,  this expense  decreased to 4.9% for the
      three  months  ended March 31, 2003 from 10.3% for the three  months ended
      March  31,  2002.  This  percentage  decrease  was  primarily  due  to the
      increases in the average prices of oil and gas sold.

      General and administrative  expenses decreased $4,628 (8.7%) for the three
      months  ended March 31, 2003 as compared to the three  months  ended March
      31, 2002. As a percentage of oil and gas sales,  these expenses  decreased
      to 6.9% for the three  months ended March 31, 2003 from 8.9% for the three
      months ended March 31, 2002. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2003  totaling   $19,682,353  or  142.28%  of  Limited  Partners'  capital
      contributions.



                                      -39-





      III-C PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2002.

                                              Three Months Ended March 31,
                                              ----------------------------
                                                   2003            2002
                                                ----------       --------
      Oil and gas sales                         $1,155,715       $570,569
      Oil and gas production expenses           $  238,766       $220,071
      Barrels produced                               5,914          3,692
      Mcf produced                                 181,104        209,251
      Average price/Bbl                         $    31.78       $  20.05
      Average price/Mcf                         $     5.34       $   2.37

      Total oil and gas sales increased  $585,146  (102.6%) for the three months
      ended March 31, 2003 as compared to the three months ended March 31, 2002.
      Of this increase,  approximately $69,000 and $538,000,  respectively, were
      related to  increases  in the  average  prices of oil and gas sold.  These
      increases were  partially  offset by a decrease of  approximately  $67,000
      related  to a  decrease  in  volumes  of gas  sold.  Volumes  of oil  sold
      increased 2,222 barrels,  while volumes of gas sold decreased  28,147 Mcf,
      respectively, for the three months ended March 31, 2003 as compared to the
      three months ended March 31, 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 one  significant  well during the three months
      ended March 31, 2003 in order to perform a workover.  The shut-in  well is
      expected  to  return  to  production  in mid 2003.  These  decreases  were
      partially offset by an increase in production on another  significant well
      due to the successful  recompletion of that well during late 2002. Average
      oil and gas  prices  increased  to $31.78  per  barrel  and $5.34 per Mcf,
      respectively,  for the three  months  ended March 31, 2003 from $20.05 per
      barrel and $2.37 per Mcf,  respectively,  for the three months ended March
      31, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $18,695  (8.5%) for the three  months ended
      March 31, 2003 as compared to the three months ended March 31, 2002.  This
      increase was primarily due to an increase in production  taxes  associated
      with the increase in oil and gas sales. This increase was partially offset
      by (i) lower workover expenses incurred on one significant well during the
      three months ended March 31, 2003 than  similar  expenses  incurred on the
      same well during the three  months  ended March 31,  2002,  (ii)  workover
      expenses  incurred on another  significant  well  during the three  months
      ended March 31,  2002,  and (iii) a decrease in lease  operating  expenses
      associated with the decrease in



                                      -40-




      volumes of gas sold. As a percentage of oil and gas sales,  these expenses
      decreased  to 20.7% for the three  months  ended March 31, 2003 from 38.6%
      for the three months ended March 31, 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  $23,782  (35.2%) for the three  months  ended March 31, 2003 as
      compared to the three  months  ended March 31,  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 3.8% for the three months
      ended March 31, 2003 from 11.8% for the three months ended March 31, 2002.
      This percentage decrease was primarily due to the increases in the average
      prices of oil and gas sold.

      General and administrative  expenses decreased $6,537 (7.7%) for the three
      months  ended March 31, 2003 as compared to the three  months  ended March
      31, 2002. As a percentage of oil and gas sales,  these expenses  decreased
      to 6.7% for the three months ended March 31, 2003 from 14.8% for the three
      months ended March 31, 2002. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2003  totaling   $25,934,795  or  106.06%  of  Limited  Partners'  capital
      contributions.

      III-D PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2002.

                                              Three Months Ended March 31,
                                              ----------------------------
                                                  2003              2002
                                                --------          --------
      Oil and gas sales                         $857,811          $409,027
      Oil and gas production expenses           $207,306          $221,868
      Barrels produced                             8,579             6,510
      Mcf produced                               113,755           128,930
      Average price/Bbl                         $  29.56          $  17.14
      Average price/Mcf                         $   5.31          $   2.31

      Total oil and gas sales increased  $448,784  (109.7%) for the three months
      ended March 31, 2003 as compared to the three months ended March 31, 2002.
      Of this increase,  approximately $107,000 and $342,000, respectively, were
      related to increases in the average prices of oil and gas sold. Volumes of
      oil sold  increased  2,069  barrels,  while volumes of gas sold  decreased
      15,175 Mcf,  respectively,  for the three  months  ended March 31, 2003 as
      compared to the three months ended March 31, 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



                                      -41-




      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
      March  31,  2003 in order to  perform  a  workover.  The  shut-in  well is
      expected  to  return  to  production  in mid 2003.  These  decreases  were
      partially offset by an increase in production on another  significant well
      due to the successful  recompletion of that well during late 2002. Average
      oil and gas  prices  increased  to $29.56  per  barrel  and $5.31 per Mcf,
      respectively,  for the three  months  ended March 31, 2003 from $17.14 per
      barrel and $2.31 per Mcf,  respectively,  for the three months ended March
      31, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $14,562  (6.6%) for the three  months ended
      March 31, 2003 as compared to the three months ended March 31, 2002.  This
      decrease was primarily due to (i) lower workover  expenses incurred on one
      significant well during the three months ended March 31, 2003 than similar
      expenses incurred on the same well during the three months ended March 31,
      2002 and (ii)  workover  expenses  incurred  on another  significant  well
      during  the three  months  ended  March 31,  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 24.2% for the three months ended March 31, 2003 from
      54.2% for the three months ended March 31, 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  $8,806  (31.5%)  for the three  months  ended March 31, 2003 as
      compared to the three  months  ended March 31,  2002.  This  decrease  was
      primarily due to two significant wells being fully depleted in 2002 due to
      a lack of remaining economically  recoverable reserves. As a percentage of
      oil and gas sales,  these expenses  decreased to 2.2% for the three months
      ended March 31, 2003 from 6.8% for the three  months ended March 31, 2002.
      This percentage decrease was primarily due to the increases in the average
      prices of oil and gas sold.

      General and administrative  expenses decreased $4,572 (9.0%) for the three
      months  ended March 31, 2003 as compared to the three  months  ended March
      31, 2002. As a percentage of oil and gas sales,  these expenses  decreased
      to 5.4% for the three months ended March 31, 2003 from 12.4% for the three
      months ended March 31, 2002. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2003  totaling   $14,225,669  or  108.59%  of  Limited  Partners'  capital
      contributions.




                                      -42-





      III-E PARTNERSHIP

      Certain  information  presented  below for the III-E  Partnership has been
      restated to reflect the  correction  of an error more fully  described  in
      Note 1 to the Condensed Notes to the Financial Statements in Item 1.

      THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2002.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                   2003             2002
                                                ----------       ----------
      Oil and gas sales                         $2,084,737       $1,379,433
      Oil and gas production expenses           $  851,915       $  863,548
      Barrels produced                              33,458           37,600
      Mcf produced                                 198,493          326,594
      Average price/Bbl                         $    29.02       $    16.38
      Average price/Mcf                         $     5.61       $     2.34

      As shown in the table above,  total oil and gas sales  increased  $705,304
      (51.1%) for the three months ended March 31, 2003 as compared to the three
      months ended March 31, 2002. Of this increase,  approximately $423,000 and
      $650,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These increases were partially  offset by a decrease of
      approximately  $299,000  related  to a  decrease  in  volumes of gas sold.
      Volumes of oil and gas sold  decreased  4,142  barrels  and  128,101  Mcf,
      respectively, for the three months ended March 31, 2003 as compared to the
      three months ended March 31, 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) normal  declines in  production,  (ii)
      production  difficulties  on one  significant  well  during 2002 and early
      2003(which have now been  remedied),  and (iii) the shutting-in of another
      significant  well during the three months ended March 31, 2003 in order to
      perform a  recompletion.  The  operator  has not yet  determined  when the
      shut-in  well  will  return  to  production.  Average  oil and gas  prices
      increased  to $29.02 per barrel and $5.61 per Mcf,  respectively,  for the
      three  months  ended  March 31,  2003 from $16.38 per barrel and $2.34 per
      Mcf, respectively, for the three months ended March 31, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $11,633  (1.3%) for the three  months ended
      March 31, 2003 as compared to the three months ended March 31, 2002.  This
      decrease was primarily due to a decrease in workover  expenses incurred on
      several wells within one unit during the three months ended March 31, 2003
      as compared to the three months ended March 31,  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



                                      -43-




      expenses decreased to 40.9% for the three months ended March 31, 2003 from
      62.6% for the three months ended March 31, 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
      increased  $31,533  (39.4%) for the three  months  ended March 31, 2003 as
      compared to the three  months  ended March 31,  2002.  This  increase  was
      primarily  due to (i) an increase  in  depletable  oil and gas  properties
      primarily due to drilling  activities on two significant  wells during the
      three  months  ended  March  31,  2003  and (ii)  the  abandonment  of one
      significant  well  during the three  months  ended  March 31,  2003 due to
      severe  mechanical  problems.  As a percentage of oil and gas sales,  this
      expense  decreased  to 5.4% for the three months ended March 31, 2003 from
      5.8% for the three months ended March 31, 2002.

      General and administrative  expenses decreased $9,542 (7.0%) for the three
      months  ended March 31, 2003 as compared to the three  months  ended March
      31, 2002. As a percentage of oil and gas sales,  these expenses  decreased
      to 6.0% for the three  months ended March 31, 2003 from 9.8% for the three
      months ended March 31, 2002. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2003  totaling   $44,624,016  or  106.69%  of  Limited  Partners'  capital
      contributions.

      III-F PARTNERSHIP

      Certain  information  presented  below for the III-F  Partnership has been
      restated to reflect the  correction  of an error more fully  described  in
      Note 1 to the Condensed Notes to the Financial Statements in Item 1.

      THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2002.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                    2003            2002
                                                  --------        --------
      Oil and gas sales                           $744,486        $416,172
      Oil and gas production expenses             $198,849        $121,388
      Barrels produced                               5,382           6,439
      Mcf produced                                 137,370         125,563
      Average price/Bbl                           $  30.79        $  18.99
      Average price/Mcf                           $   4.21        $   2.34

      Total oil and gas sales  increased  $328,314  (78.9%) for the three months
      ended March 31, 2003 as compared to the three months ended March 31, 2002.
      Of this increase,  approximately $64,000 and $257,000,  respectively, were
      related to increases in the average prices of oil and gas sold. Volumes of
      oil sold decreased 1,057 barrels, while volumes of gas sold



                                      -44-




      increased 11,807 Mcf,  respectively,  for the three months ended March 31,
      2003 as compared to the three months ended March 31, 2002. The decrease in
      volumes of oil sold was primarily due to (i) normal declines in production
      and (ii) a positive prior period volume adjustment made by the operator on
      one significant well during the three months ended March 31, 2002. Average
      oil and gas  prices  increased  to $30.79  per  barrel  and $4.21 per Mcf,
      respectively,  for the three  months  ended March 31, 2003 from $18.99 per
      barrel and $2.34 per Mcf,  respectively,  for the three months ended March
      31, 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $77,461  (63.8%) for the three months ended
      March 31, 2003 as compared to the three months ended March 31, 2002.  This
      increase was primarily due to (i) a negative prior period lease  operating
      expense  adjustment on one significant  well during the three months ended
      March 31, 2002 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 26.7% for the three  months ended March 31,
      2003 from 29.2% for the three months ended March 31, 2002.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $54,093  (99.3%) for the three  months  ended March 31, 2003 as
      compared to the three  months  ended March 31,  2002.  This  increase  was
      primarily due to (i) the  abandonment of one  significant  well during the
      three  months ended March 31, 2003 due to severe  mechanical  problems and
      (ii) an increase in  depletable  oil and gas  properties  primarily due to
      drilling activities on two significant wells during the three months ended
      March  31,  2003.  As a  percentage  of oil and gas  sales,  this  expense
      increased  to 14.6% for the three  months  ended March 31, 2003 from 13.1%
      for the three months ended March 31, 2002.  This  percentage  increase was
      primarily  due to the dollar  increase  in  depreciation,  depletion,  and
      amortization of oil and gas properties.

      General and administrative  expenses decreased $6,134 (7.9%) for the three
      months  ended March 31, 2003 as compared to the three  months  ended March
      31, 2002. As a percentage of oil and gas sales,  these expenses  decreased
      to 9.6% for the three months ended March 31, 2003 from 18.6% for the three
      months ended March 31, 2002. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2003  totaling   $17,504,904  or  79.03%  of  Limited   Partners'  capital
      contributions.




                                      -45-




ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

            The Partnerships do not hold any market risk sensitive instruments.

ITEM 4.     EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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



                                      -46-




                                 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 III-A Partnership.

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

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

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

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

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

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

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

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

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

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

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



                                      -47-





      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
            III-A Partnership.

      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
            III-B Partnership.

      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
            III-C Partnership.

      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
            III-D Partnership.

      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
            III-E Partnership.

      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
            III-F Partnership.

(b) Reports on Form 8-K.

            Current Report on Form 8-K filed during the first quarter of 2003:

            Date of event:                      January 28, 2003
            Date filed with the SEC:            January 28, 2003
            Items Included:                     Item 5 - Other Events
                                                Item 7 - Exhibits




                                      -48-




                                   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:  March 29, 2004           By:     /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  March 29, 2004           By:     /s/Craig D. Loseke
                                       --------------------------------
                                            (Signature)
                                            Craig D. Loseke
                                            Chief Accounting Officer



                                      -49-




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

31.4  Certification 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.




                                      -50-




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.



                                      -51-