SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarter ended June 30, 2005

Commission File Number:

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                        Yes     X               No
                            ------                    ------
Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).
                        Yes                     No     X
                            ------                    ------




                                      -1-





                        PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

                                     ASSETS

                                               June 30,        December 31,
                                                 2005              2004
                                             ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $  966,468        $1,038,719
   Accounts receivable:
      Oil and gas sales                          684,827           588,829
                                              ----------        ----------
        Total current assets                  $1,651,295        $1,627,548

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 723,266           761,804

DEFERRED CHARGE                                  191,686           187,958
                                              ----------        ----------
                                              $2,566,247        $2,577,310
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   89,990        $   84,554
   Gas imbalance payable                          23,073            26,709
   Asset retirement obligation -
      current (Note 1)                             3,614            18,336
                                              ----------        ----------
        Total current liabilities             $  116,677        $  129,599

LONG-TERM LIABILITIES:
   Accrued liability                          $   24,784        $   28,718
   Asset retirement obligation
      (Note 1)                                   113,642            96,619
                                              ----------        ----------
        Total long-term liabilities           $  138,426        $  125,337

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   81,236)      ($   88,506)
   Limited Partners, issued and
      outstanding, 263,976 units               2,392,380         2,410,880
                                              ----------        ----------
        Total Partners' capital               $2,311,144        $2,322,374
                                              ----------        ----------
                                              $2,566,247        $2,577,310
                                              ==========        ==========

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



                                      -2-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)


                                                 2005              2004
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,136,402        $1,086,658
   Interest income                                 4,109             1,322
                                              ----------        ----------
                                              $1,140,511        $1,087,980

COSTS AND EXPENSES:
   Lease operating                            $  115,266        $  124,234
   Production tax                                 98,708            89,751
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  22,819            52,838
   General and administrative
      (Note 2)                                    73,423            88,605
                                              ----------        ----------
                                              $  310,216        $  355,428
                                              ----------        ----------

NET INCOME                                    $  830,295        $  732,552
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   84,672        $   77,879
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  745,623        $  654,673
                                              ==========        ==========
NET INCOME per unit                           $     2.82        $     2.48
                                              ==========        ==========
UNITS OUTSTANDING                                263,976           263,976
                                              ==========        ==========





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



                                      -3-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)


                                                 2005              2004
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $2,170,098        $2,090,688
   Interest income                                 7,990             2,191
   Gain on sale of oil and gas
      properties                                       -             1,399
                                              ----------        ----------
                                              $2,178,088        $2,094,278

COSTS AND EXPENSES:
   Lease operating                            $  378,494        $  270,875
   Production tax                                197,828           175,504
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  46,808           124,869
   General and administrative
      (Note 2)                                   168,387           168,174
                                              ----------        ----------
                                              $  791,517        $  739,422
                                              ----------        ----------

NET INCOME                                    $1,386,571        $1,354,856
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  142,071        $  146,505
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,244,500        $1,208,351
                                              ==========        ==========
NET INCOME per unit                           $     4.71        $     4.58
                                              ==========        ==========
UNITS OUTSTANDING                                263,976           263,976
                                              ==========        ==========




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



                                      -4-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)


                                                  2005             2004
                                              ------------     ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $1,386,571       $1,354,856
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 46,808          124,869
      Gain on sale of oil and gas
        properties                                      -      (     1,399)
      Settlement of asset retirement
        obligation                                      -      (       165)
      Increase in accounts receivable -
        oil and gas sales                     (    95,998)     (   163,111)
      Increase (decrease) in deferred
        charge                                (     3,728)           4,843
      Increase in accounts payable                 15,048           10,906
      Decrease in gas imbalance
        payable                               (     3,636)     (     1,385)
      Decrease in accrued liability           (     3,934)     (     3,508)
                                               ----------       ----------
Net cash provided by operating
   activities                                  $1,341,131       $1,325,906
                                               ----------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($   15,581)     ($   69,537)
   Proceeds from sale of oil and gas
      properties                                        -              375
                                               ----------       ----------
Net cash used by investing
   activities                                 ($   15,581)     ($   69,162)
                                               ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($1,397,801)     ($1,168,181)
                                               ----------       ----------
Net cash used by financing
   activities                                 ($1,397,801)     ($1,168,181)
                                               ----------       ----------






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



                                      -5-




NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           ($   72,251)      $   88,563

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          1,038,719          804,593
                                               ----------       ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $  966,468       $  893,156
                                               ==========       ==========





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



                                      -6-




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

                                     ASSETS


                                               June 30,        December 31,
                                                 2005              2004
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  499,926        $  556,249
   Accounts receivable:
      Oil and gas sales                          355,717           300,554
                                              ----------        ----------
        Total current assets                  $  855,643        $  856,803

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 382,291           402,168

DEFERRED CHARGE                                  123,389           120,451
                                              ----------        ----------
                                              $1,361,323        $1,379,422
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   52,111        $   55,739
   Gas imbalance payable                          13,335            14,760
   Asset retirement obligation -
      current (Note 1)                            24,802            31,869
                                              ----------        ----------
        Total current liabilities             $   90,248        $  102,368

LONG-TERM LIABILITIES:
   Accrued liability                          $    7,302        $    9,828
   Asset retirement obligation
      (Note 1)                                    56,645            47,996
                                              ----------        ----------
        Total long-term liabilities           $   63,947        $   57,824

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   52,126)      ($   58,429)
   Limited Partners, issued and
      outstanding, 138,336 units               1,259,254         1,277,659
                                              ----------        ----------
        Total Partners' capital               $1,207,128        $1,219,230
                                              ----------        ----------
                                              $1,361,323        $1,379,422
                                              ==========        ==========



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



                                      -7-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)


                                                  2005              2004
                                                --------          --------

REVENUES:
   Oil and gas sales                            $605,293          $552,331
   Interest income                                 1,942               590
                                                --------          --------
                                                $607,235          $552,921

COSTS AND EXPENSES:
   Lease operating                              $ 62,270          $ 81,881
   Production tax                                 55,744            47,638
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  12,425            31,342
   General and administrative
      (Note 2)                                    39,123            53,650
                                                --------          --------
                                                $169,562          $214,511
                                                --------          --------

NET INCOME                                      $437,673          $338,410
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 67,099          $ 55,061
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $370,574          $283,349
                                                ========          ========
NET INCOME per unit                             $   2.68          $   2.05
                                                ========          ========
UNITS OUTSTANDING                                138,336           138,336
                                                ========          ========





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



                                      -8-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)


                                                 2005              2004
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,130,446        $1,041,732
   Interest income                                 3,934             1,019
                                              ----------        ----------
                                              $1,134,380        $1,042,751

COSTS AND EXPENSES:
   Lease operating                            $  223,648        $  169,093
   Production tax                                111,606            92,311
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  16,955            76,019
   General and administrative
      (Note 2)                                    99,373            97,767
                                              ----------        ----------
                                              $  451,582        $  435,190
                                              ----------        ----------

NET INCOME                                    $  682,798        $  607,561
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  104,203        $  101,624
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  578,595        $  505,937
                                              ==========        ==========
NET INCOME per unit                           $     4.18        $     3.66
                                              ==========        ==========
UNITS OUTSTANDING                                138,336           138,336
                                              ==========        ==========






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



                                      -9-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)
                                                  2005            2004
                                               ----------      ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $682,798        $607,561
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                16,955          76,019
      Settlement of asset retirement
        obligation                                     -       (     109)
      Increase in accounts receivable -
        oil and gas sales                      (  55,163)      (  71,771)
      (Increase) decrease in deferred
        charge                                 (   2,938)          4,633
      Increase in accounts payable                 2,179           5,428
      Decrease in gas imbalance
        payable                                (   1,425)      (     777)
      Decrease in accrued liability            (   2,526)      (   2,899)
                                                --------        --------
Net cash provided by operating
   activities                                   $639,880        $618,085
                                                --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($  1,303)      ($ 46,606)
                                                --------        --------
Net cash used by investing
   activities                                  ($  1,303)      ($ 46,606)
                                                --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($694,900)      ($549,520)
                                                --------        --------
Net cash used by financing
   activities                                  ($694,900)      ($549,520)
                                                --------        --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($ 56,323)       $ 21,959

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           556,249         417,271
                                                --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $499,926        $439,230
                                                ========        ========



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



                                      -10-




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

                                     ASSETS


                                               June 30,        December 31,
                                                 2005              2004
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  935,422        $  682,792
   Accounts receivable:
      Oil and gas sales                          637,671           583,009
                                              ----------        ----------
        Total current assets                  $1,573,093        $1,265,801

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,460,284         1,475,924

DEFERRED CHARGE                                   54,713            48,684
                                              ----------        ----------
                                              $3,088,090        $2,790,409
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  109,426        $  123,591
   Gas imbalance payable                          75,980            83,181
   Asset retirement obligation -
      current (Note 1)                            26,845            38,950
                                              ----------        ----------
        Total current liabilities             $  212,251        $  245,722

LONG-TERM LIABILITIES:
   Accrued liability                          $  126,614        $  170,532
   Asset retirement obligation
      (Note 1)                                   183,117           165,722
                                              ----------        ----------
        Total long-term liabilities           $  309,731        $  336,254

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  130,211)      ($  136,932)
   Limited Partners, issued and
      outstanding, 244,536 units               2,696,319         2,345,365
                                              ----------        ----------
        Total Partners' capital               $2,566,108        $2,208,433
                                              ----------        ----------
                                              $3,088,090        $2,790,409
                                              ==========        ==========



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



                                      -11-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)


                                                2005              2004
                                              --------         ----------

REVENUES:
   Oil and gas sales                          $982,319          $880,384
   Interest income                               3,918             1,134
   Loss on sale of oil and gas
      properties                                     -         (   1,031)
   Other income                                    800                 -
                                              --------          --------
                                              $987,037          $880,487

COSTS AND EXPENSES:
   Lease operating                            $ 83,193          $136,957
   Production tax                               69,352            61,182
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                41,751            53,265
   General and administrative
      (Note 2)                                  68,113            83,193
                                              --------          --------
                                              $262,409          $334,597
                                              --------          --------

NET INCOME                                    $724,628          $545,890
                                              ========          ========
GENERAL PARTNER - NET INCOME                  $ 75,756          $ 59,269
                                              ========          ========
LIMITED PARTNERS - NET INCOME                 $648,872          $486,621
                                              ========          ========
NET INCOME per unit                           $   2.65          $   1.99
                                              ========          ========
UNITS OUTSTANDING                              244,536           244,536
                                              ========          ========




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



                                      -12-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)


                                                 2005             2004
                                              ----------       -----------

REVENUES:
   Oil and gas sales                          $1,936,824        $1,728,881
   Interest income                                 6,341             1,899
   Loss on sale of oil and gas
      properties                                       -       (       891)
   Other income                                    2,541                 -
                                              ----------        ----------
                                              $1,945,706        $1,729,889

COSTS AND EXPENSES:
   Lease operating                            $  239,526        $  266,974
   Production tax                                134,171           120,974
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  93,787           110,490
   General and administrative
      (Note 2)                                   157,631           157,201
                                              ----------        ----------
                                              $  625,115        $  655,639
                                              ----------        ----------

NET INCOME                                    $1,320,591        $1,074,250
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  139,637        $  117,179
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,180,954        $  957,071
                                              ==========        ==========
NET INCOME per unit                           $     4.83        $     3.91
                                              ==========        ==========
UNITS OUTSTANDING                                244,536           244,536
                                              ==========        ==========


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



                                      -13-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)
                                                    2005           2004
                                                ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $1,320,591     $1,074,250
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                   93,787        110,490
      Loss on sale of oil and gas
        properties                                        -            891
      Increase in accounts receivable -
        oil and gas sales                       (    54,662)   (   133,428)
      (Increase) decrease in deferred
        charge                                  (     6,029)         1,209
      Increase in accounts payable                    5,259         38,963
      Increase (decrease) in gas
        imbalance payable                       (     7,201)        47,849
      Decrease in accrued liability             (    43,918)   (    23,630)
                                                 ----------     ----------
Net cash provided by operating
   activities                                    $1,307,827     $1,116,594
                                                 ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($   92,281)   ($   98,318)
                                                 ----------     ----------
Net cash used by investing
   activities                                   ($   92,281)   ($   98,318)
                                                 ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($  962,916)   ($  969,210)
                                                 ----------     ----------
Net cash used by financing
   activities                                   ($  962,916)   ($  969,210)
                                                 ----------     ----------
NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                   $  252,630     $   49,066

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                              682,792        711,441
                                                 ----------     ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $  935,422     $  760,507
                                                 ==========     ==========




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



                                      -14-




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

                                     ASSETS


                                               June 30,        December 31,
                                                 2005              2004
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  519,433        $  432,834
   Accounts receivable:
      Oil and gas sales                          351,833           340,185
                                              ----------        ----------
        Total current assets                  $  871,266        $  773,019

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 594,330           589,161

DEFERRED CHARGE                                   12,725             8,429
                                              ----------        ----------
                                              $1,478,321        $1,370,609
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   70,159        $  131,321
   Gas imbalance payable                          41,607            41,607
   Asset retirement obligation -
      current (Note 1)                             3,510            11,975
                                              ----------        ----------
        Total current liabilities             $  115,276        $  184,903

LONG-TERM LIABILITIES:
   Accrued liability                          $  162,240        $  191,685
   Asset retirement obligation
      (Note 1)                                   108,027            97,207
                                              ----------        ----------
        Total long-term liabilities           $  270,267        $  288,892

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   48,047)      ($   55,158)
   Limited Partners, issued and
      outstanding, 131,008 units               1,140,825           951,972
                                              ----------        ----------
        Total Partners' capital               $1,092,778        $  896,814
                                              ----------        ----------
                                              $1,478,321        $1,370,609
                                              ==========        ==========


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



                                      -15-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)
                                                  2005            2004
                                                --------       ----------

REVENUES:
   Oil and gas sales                            $557,045        $489,725
   Interest income                                 2,189             655
   Loss on sale of oil and gas
      properties                                       -       (     147)
   Other income                                      115               -
                                                --------        --------
                                                $559,349        $490,233

COSTS AND EXPENSES:
   Lease operating                              $ 50,814        $ 40,079
   Production tax                                 38,410          33,962
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  22,846          37,421
   General and administrative
      (Note 2)                                    37,357          52,217
                                                --------        --------
                                                $149,427        $163,679
                                                --------        --------

INCOME FROM CONTINUING OPERATIONS               $409,922        $326,554

   Loss from discontinued
      operations (Note 3)                              -       (  23,290)

   Gain on disposal of discontinued
      operations (Note 3)                              -          10,368
                                                --------        --------

NET INCOME                                      $409,922        $313,632
                                                ========        ========
GENERAL PARTNER - NET INCOME                    $ 42,819        $ 34,666
                                                ========        ========
LIMITED PARTNERS - NET INCOME                   $367,103        $278,966
                                                ========        ========
NET INCOME per unit                             $   2.81        $   2.13
                                                ========        ========
UNITS OUTSTANDING                                131,008         131,008
                                                ========        ========




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



                                      -16-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)
                                                 2005             2004
                                              ----------       ----------

REVENUES:
   Oil and gas sales                          $1,092,106        $993,642
   Interest income                                 3,586           1,103
   Loss on sale of oil and gas
      properties                                       -       (     128)
   Other income                                      364               -
                                              ----------        --------
                                              $1,096,056        $994,617

COSTS AND EXPENSES:
   Lease operating                            $  138,959        $119,181
   Production tax                                 74,988          70,034
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  39,883          60,857
   General and administrative
      (Note 2)                                    95,503          94,185
                                              ----------        --------
                                              $  349,333        $344,257
                                              ----------        --------

INCOME FROM CONTINUING OPERATIONS             $  746,723        $650,360

   Loss from discontinued
      operations (Note 3)                              -       (  21,002)

   Gain on disposal of discontinued
      operations (Note 3)                              -          10,368
                                              ----------        --------

NET INCOME                                    $  746,723        $639,726
                                              ==========        ========
GENERAL PARTNER - NET INCOME                  $   77,870        $ 69,593
                                              ==========        ========
LIMITED PARTNERS - NET INCOME                 $  668,853        $570,133
                                              ==========        ========
NET INCOME per unit                           $     5.11        $   4.35
                                              ==========        ========
UNITS OUTSTANDING                                131,008         131,008
                                              ==========        ========




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



                                      -17-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

                                                  2005            2004
                                               ----------      ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $746,723        $639,726
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                39,883          63,675
      Loss on sale of oil and gas
        properties                                     -             128
      Gain on disposal of discontinued
        operations (Note 3)                            -       (  10,368)
      Increase in accounts receivable
        - oil and gas sales                    (  11,648)      (   8,927)
      (Increase) decrease in deferred
        charge                                 (   4,296)            827
      Decrease in accounts payable             (  66,729)      (  26,962)
      Increase in gas imbalance
        payable                                        -          39,484
      Decrease in accrued liability            (  29,445)      (  42,232)
                                                --------        --------
Net cash provided by operating
   activities                                   $674,488        $655,351
                                                --------        --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 37,130)      ($ 15,155)
   Proceeds from the disposal of
      discontinued operations (Note 3)                 -          88,586
                                                --------        --------
Net cash provided (used) by investing
   activities                                  ($ 37,130)       $ 73,431
                                                --------        --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($550,759)      ($576,158)
                                                --------        --------
Net cash used by financing
   activities                                  ($550,759)      ($576,158)
                                                --------        --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $ 86,599        $152,624

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           432,834         438,562
                                                --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $519,433        $591,186
                                                ========        ========

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



                                      -18-




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

                                     ASSETS


                                                June 30,        December 31,
                                                  2005              2004
                                              -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $1,171,518       $1,413,497
   Accounts receivable:
      Oil and gas sales                            851,405          849,754
                                                ----------       ----------
        Total current assets                    $2,022,923       $2,263,251

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,860,515        1,942,054

DEFERRED CHARGE                                     39,643           48,978
                                                ----------       ----------
                                                $3,923,081       $4,254,283
                                                ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                             $  187,243       $  768,152
   Gas imbalance payable                             6,129            5,643
   Asset retirement obligation -
      current (Note 1)                               7,014           28,411
                                                ----------       ----------
        Total current liabilities               $  200,386       $  802,206

LONG-TERM LIABILITIES:
   Accrued liability                            $  279,193       $  301,594
   Asset retirement obligation
      (Note 1)                                     209,234          188,764
                                                ----------       ----------
        Total long-term liabilities             $  488,427       $  490,358

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  250,422)     ($  316,058)
   Limited Partners, issued and
      outstanding, 418,266 units                 3,484,690        3,277,777
                                                ----------       ----------
        Total Partners' capital                 $3,234,268       $2,961,719
                                                ----------       ----------
                                                $3,923,081       $4,254,283
                                                ==========       ==========


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



                                      -19-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)


                                                 2005              2004
                                              ----------       ------------

REVENUES:
   Oil and gas sales                          $1,353,943        $1,131,869
   Interest income                                 5,952             1,942
                                              ----------        ----------
                                              $1,359,895        $1,133,811

COSTS AND EXPENSES:
   Lease operating                            $  213,857        $  219,810
   Production tax                                 94,091            77,449
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  41,909            34,432
   General and administrative
      (Note 2)                                   117,026           133,247
                                              ----------        ----------
                                              $  466,883        $  464,938
                                              ----------        ----------

NET INCOME FROM CONTINUING OPERATIONS         $  893,012        $  668,873

   Loss from discontinued
      operations (Note 3)                              -       (   165,977)

   Gain on disposal of discontinued
      operations (Note 3)                              -            88,757
                                              ----------        ----------

NET INCOME                                    $  893,012        $  591,653
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   92,478        $   62,070
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  800,534        $  529,583
                                              ==========        ==========
NET INCOME per unit                           $     1.91        $     1.27
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========





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



                                      -20-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)


                                                 2005              2004
                                              ----------       ------------

REVENUES:
   Oil and gas sales                          $2,570,627        $2,267,961
   Interest income                                10,501             3,412
                                              ----------        ----------
                                              $2,581,128        $2,271,373

COSTS AND EXPENSES:
   Lease operating                            $  488,730        $  454,615
   Production tax                                178,186           153,835
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  85,695            69,220
   General and administrative
      (Note 2)                                   254,544           256,279
                                              ----------        ----------
                                              $1,007,155        $  933,949
                                              ----------        ----------

NET INCOME FROM CONTINUING OPERATIONS         $1,573,973        $1,337,424

   Loss from discontinued
      operations (Note 3)                              -       (   148,884)

   Gain on disposal of discontinued
      operations (Note 3)                              -            88,757
                                              ----------        ----------

NET INCOME                                    $1,573,973        $1,277,297
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  164,060        $  135,349
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,409,913        $1,141,948
                                              ==========        ==========
NET INCOME per unit                           $     3.37        $     2.73
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========




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



                                      -21-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)
                                                   2005            2004
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $1,573,973      $1,277,297
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  85,695          88,455
      Settlement of asset retirement
        obligation                             (       345)              -
      Gain on disposal of discontinued
        operations (Note 3)                              -     (    88,757)
      (Increase) decrease in accounts
        receivable - oil and gas sales         (     1,651)        319,940
      Decrease in deferred charge                    9,335             901
      Decrease in accounts payable             (   570,440)    (   254,306)
      Increase in gas imbalance payable                486               -
      Decrease in accrued liability            (    22,401)    (    38,937)
                                                ----------      ----------
Net cash provided by operating
   activities                                   $1,074,652      $1,304,593
                                                ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   18,306)    ($   29,577)
   Proceeds from sale of oil and
      gas properties                                 3,099               -
   Proceeds from disposal of
      discontinued operations (Note 3)                   -         632,221
                                                ----------      ----------
Net cash used by investing activities          ($   15,207)     $  602,644
                                                ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($1,301,424)    ($1,241,019)
                                                ----------      ----------
Net cash used by financing activities          ($1,301,424)    ($1,241,019)
                                                ----------      ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($  241,979)     $  666,218

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           1,413,497       1,513,224
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $1,171,518      $2,179,442
                                                ==========      ==========

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



                                      -22-




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

                                     ASSETS


                                                June 30,       December 31,
                                                  2005             2004
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  741,842       $  696,460
   Accounts receivable:
      Oil and gas sales                           569,208          548,005
                                               ----------       ----------
        Total current assets                   $1,311,050       $1,244,465

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,658,110        1,727,931

DEFERRED CHARGE                                    17,337           21,947
                                               ----------       ----------
                                               $2,986,497       $2,994,343
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $   88,103       $   92,446
   Gas imbalance payable                            5,120            4,721
   Asset retirement obligation -
      current (Note 1)                              3,063            8,552
                                               ----------       ----------
        Total current liabilities              $   96,286       $  105,719

LONG-TERM LIABILITIES:
   Accrued liability                           $   95,107       $  105,877
   Asset retirement obligation
      (Note 1)                                    150,547          141,647
                                               ----------       ----------
        Total long-term liabilities            $  245,654       $  247,524

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  139,134)     ($  142,055)
   Limited Partners, issued and
      outstanding, 221,484 units                2,783,691        2,783,155
                                               ----------       ----------
        Total Partners' capital                $2,644,557       $2,641,100
                                               ----------       ----------
                                               $2,986,497       $2,994,343
                                               ==========       ==========



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



                                      -23-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)



                                                 2005             2004
                                               --------         --------

REVENUES:
   Oil and gas sales                           $811,137         $708,950
   Interest income                                3,426              831
                                               --------         --------
                                               $814,563         $709,781

COSTS AND EXPENSES:
   Lease operating                             $119,778         $132,314
   Production tax                                43,293           38,459
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 40,254           31,026
   General and administrative
      (Note 2)                                   62,124           77,109
                                               --------         --------
                                               $265,449         $278,908
                                               --------         --------

NET INCOME                                     $549,114         $430,873
                                               ========         ========
GENERAL PARTNER - NET INCOME                   $ 28,895         $ 22,743
                                               ========         ========
LIMITED PARTNERS - NET INCOME                  $520,219         $408,130
                                               ========         ========
NET INCOME per unit                            $   2.35         $   1.85
                                               ========         ========
UNITS OUTSTANDING                               221,484          221,484
                                               ========         ========



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



                                      -24-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)



                                                2005               2004
                                             ----------         ----------

REVENUES:
   Oil and gas sales                         $1,631,089         $1,354,515
   Interest income                                6,011              1,373
                                             ----------         ----------
                                             $1,637,100         $1,355,888

COSTS AND EXPENSES:
   Lease operating                           $  283,635         $  277,027
   Production tax                                87,286             72,729
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 77,405             57,998
   General and administrative
      (Note 2)                                  145,267            144,755
                                             ----------         ----------
                                             $  593,593         $  552,509
                                             ----------         ----------

NET INCOME                                   $1,043,507         $  803,379
                                             ==========         ==========
GENERAL PARTNER - NET INCOME                 $   54,971         $   42,420
                                             ==========         ==========
LIMITED PARTNERS - NET INCOME                $  988,536         $  760,959
                                             ==========         ==========
NET INCOME per unit                          $     4.46         $     3.44
                                             ==========         ==========
UNITS OUTSTANDING                               221,484            221,484
                                             ==========         ==========




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



                                      -25-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)
                                                   2005             2004
                                                -----------      ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $1,043,507       $803,379
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                   77,405         57,998
      Increase in accounts receivable
        - oil and gas sales                     (    21,203)     ( 109,369)
      Decrease in deferred charge                     4,610            366
      Increase (decrease) in accounts
        payable                                       3,569      (   6,097)
      Increase in gas imbalance
        payable                                         399              -
      Decrease in accrued liability             (    10,770)     (  23,327)
                                                 ----------       --------
Net cash provided by operating
   activities                                    $1,097,517       $722,950
                                                 ----------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($   15,275)     ($  5,308)
   Proceeds from the sale of oil
      and gas properties                              3,190          4,317
                                                 ----------       --------
Net cash used by investing
   activities                                   ($   12,085)     ($    991)
                                                 ----------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($1,040,050)     ($677,544)
                                                 ----------       --------
Net cash used by financing
   activities                                   ($1,040,050)     ($677,544)
                                                 ----------       --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                   $   45,382       $ 44,415

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                              696,460        521,918
                                                 ----------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $  741,842       $566,333
                                                 ==========       ========



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



                                      -26-





            GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                 CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (Unaudited)


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

      The balance  sheets as of June 30, 2005,  statements of operations for the
      three and six months ended June 30, 2005 and 2004,  and statements of cash
      flows for the six months  ended June 30, 2005 and 2004 have been  prepared
      by Geodyne  Resources,  Inc., the General Partner of the Partnerships (the
      "General  Partner"),  without  audit.  In the  opinion of  management  the
      financial statements referred to above include all necessary  adjustments,
      consisting  of  normal  recurring  adjustments,   to  present  fairly  the
      financial  position at June 30, 2005,  the results of  operations  for the
      three and six months ended June 30, 2005 and 2004,  and the cash flows for
      the six months ended June 30, 2005 and 2004.

      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, 2004. The
      results  of  operations  for  the  period  ended  June  30,  2005  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.


      DISCONTINUED OPERATIONS
      -----------------------

      As further described in Note 3, the III-D and III-E  Partnerships sold all
      of their oil and gas assets held in the  Jay-Little  Escambia  Creek Field
      ("Jay Field") on May 12, 2004 at a large public oil and gas auction.



                                      -27-




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

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

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

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


      ASSET RETIREMENT OBLIGATIONS
      ----------------------------

      The Partnerships' wells must be properly plugged and abandoned after their
      oil and gas reserves are exhausted.  The Partnerships  follow FAS No. 143,
      "Accounting for Asset Retirement Obligations" in accounting for the future
      expenditures  that will be necessary to plug and abandon these wells.  FAS
      No. 143 requires the estimated plugging and abandonment  obligations to be
      recognized in the period in which they are incurred (i.e. when the well is
      drilled or acquired)  if a  reasonable  estimate of fair value can be made
      and to be capitalized as part of the carrying amount of the well.




                                      -28-




      The asset  retirement  obligation will be adjusted upwards each quarter in
      order to recognize accretion of the time-related  discount factor. For the
      six months ended June 30, 2005, the III-A, III-B, III-C, III-D, III-E, and
      III-F  Partnerships  recognized   approximately  $3,000,  $2,000,  $5,000,
      $3,000, $5,000, and $4,000, 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.

      The components of the change in asset retirement obligations for the three
      and six months ended June 30, 2005 and 2004 are as shown below.


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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $116,105          $111,076
      Accretion expense                            1,151               949
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Quarter             $117,256          $112,025
                                                ========          ========


                                               Six Months       Six Months
                                                 Ended             Ended
                                               6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $114,955          $114,993
      Settlements and disposals                        -         (   4,865)
      Accretion expense                            2,301             1,897
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $117,256          $112,025
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  3,614          $ 15,499
      Asset Retirement Obligation -
         Long-Term                               113,642            96,526





                                      -29-




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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $ 80,639          $ 80,672
      Additions and revisions                          -         (     670)
      Accretion expense                              808                75
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Quarter             $ 81,447          $ 80,077
                                                ========          ========


                                              Six Months        Six Months
                                                 Ended             Ended
                                               6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $ 79,865          $ 83,211
      Settlements and disposals                        -         (   3,209)
      Accretion expense                            1,582                75
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $ 81,447          $ 80,077
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 24,802          $ 30,053
      Asset Retirement Obligation -
         Long-Term                                56,645            50,024

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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $207,836          $197,201
      Additions and revisions                         14                 -
      Accretion expense                            2,112             1,738
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Quarter             $209,962          $198,939
                                                ========          ========




                                      -30-




                                              Six Months        Six Months
                                                 Ended             Ended
                                               6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $204,672          $194,453
      Additions and revisions                      1,083             1,022
      Accretion expense                            4,207             3,464
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $209,962          $198,939
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 26,845          $ 33,832
      Asset Retirement Obligation -
         Long-Term                               183,117           165,107


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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $110,431          $105,022
      Accretion expense                            1,106               856
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Quarter             $111,537          $105,878
                                                ========          ========


                                              Six Months        Six Months
                                                Ended              Ended
                                              6/30/2005          6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $109,182          $314,031
      Additions and revisions                        155               146
      Accretion expense                            2,200             4,528
      Discontinued operations                          -         ( 212,827)
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $111,537          $105,878
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  3,510          $ 11,718
      Asset Retirement Obligation -
         Long-Term                               108,027            94,160






                                      -31-




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

                                             Three Months       Three Months
                                                Ended              Ended
                                              6/30/2005          6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $219,243        $  216,104
      Settlements and disposals                (   5,091)                -
      Accretion expense                            2,096             1,615
                                                --------        ----------
      Total Asset Retirement
         Obligation, End of Quarter             $216,248        $  217,719
                                                ========        ==========


                                               Six Months       Six Months
                                                 Ended            Ended
                                               6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $217,175        $1,768,863
      Settlements and disposals                (   5,091)                -
      Accretion expense                            4,164            22,459
      Discontinued operations                          -       ( 1,573,603)
                                                --------        ----------
      Total Asset Retirement
         Obligation, End of Period              $216,248        $  217,719
                                                ========        ==========
      Asset Retirement Obligation -
         Current                                $  7,014        $   23,170
      Asset Retirement Obligation -
         Long-Term                               209,234           194,549

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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $151,897        $  144,520
      Accretion expense                            1,713             1,550
                                                --------        ----------
      Total Asset Retirement
         Obligation, End of Quarter             $153,610        $  146,070
                                                ========        ==========




                                      -32-




                                              Six Months        Six Months
                                                 Ended             Ended
                                               6/30/2005         6/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $150,199        $  142,977
      Accretion expense                            3,411             3,093
                                                --------        ----------
      Total Asset Retirement
         Obligation, End of Period              $153,610        $  146,070
                                                ========        ==========
      Asset Retirement Obligation -
         Current                                $  3,063        $    4,476
      Asset Retirement Obligation -
         Long-Term                               150,547           141,594



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

      The Partnerships'  partnership agreements provide for reimbursement to the
      General Partner for all direct general and administrative expenses and for
      the general and  administrative  overhead  applicable to the  Partnerships
      based on an allocation of actual costs  incurred.  During the three months
      ended June 30,  2005,  the  following  payments  were made to the  General
      Partner or its affiliates by the Partnerships:

                                 Direct General          Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               III-A                  $3,955                $ 69,468
               III-B                   2,718                  36,405
               III-C                   3,760                  64,353
               III-D                   2,881                  34,476
               III-E                   6,956                 110,070
               III-F                   3,840                  58,284

      During the six months ended June 30, 2005,  the  following  payments  were
      made to the General Partner or its affiliates by the Partnerships:

                                 Direct General          Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               III-A                 $29,451                $138,936
               III-B                  26,563                  72,810
               III-C                  28,925                 128,706
               III-D                  26,551                  68,952
               III-E                  34,404                 220,140
               III-F                  28,699                 116,568




                                      -33-





      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.


3.    DISCONTINUED OPERATIONS
      -----------------------

      On May 12,  2004,  the  III-D  and  III-E  Partnerships  sold all of their
      interests  in the Jay Field  located  in Santa Rosa  County,  Florida at a
      large public oil and gas auction for  approximately  $721,000,  subject to
      standard  transaction  requirements and  adjustments.  These proceeds were
      allocated approximately $89,000 and $632,000,  respectively,  to the III-D
      and III-E Partnerships. This represents the sale of all oil and gas assets
      held by the III-D and III-E Partnerships in the Jay Field and is therefore
      a disposal of a business  segment under Statement of Financial  Accounting
      Standards  No.  144,   "Accounting  for  the  Impairment  or  Disposal  of
      Long-Lived  Assets" (FAS 144).  The sale resulted in a gain on disposal of
      discontinued    operations   of   approximately   $10,000   and   $89,000,
      respectively,  for the III-D and III-E  Partnerships.  Accordingly,  prior
      year  results  of  the  Jay  Field   segment  have  been   classified   as
      discontinued.

      Results from  discontinued  operations  for the three and six months ended
      June 30, 2004 were as follows:

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

                                             Three Months       Six Months
                                                 Ended            Ended
                                               6/30/2004        6/30/2004
                                             ------------      ------------

      Oil and gas sales                          $21,798          $149,236
      Lease operating                           ( 43,444)        ( 157,602)
      Production tax                            (  1,644)        (   9,818)
      Depreciation, depletion, and
         amortization of oil and gas
         properties                                    -         (   2,818)
                                                 -------          --------
      Loss from discontinued
         operations                             ($23,290)        ($ 21,002)
                                                 =======          ========





                                      -34-





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

                                             Three Months       Six Months
                                                 Ended            Ended
                                               6/30/2004        6/30/2004
                                             ------------      ------------

      Oil and gas sales                         $155,826        $1,065,194
      Lease operating                          ( 310,053)      ( 1,124,762)
      Production tax                           (  11,750)      (    70,081)
      Depreciation, depletion, and
         amortization of oil and gas
         properties                                    -       (    19,235)
                                                --------        ----------
      Loss from discontinued
         operations                            ($165,977)      ($  148,884)
                                                ========        ==========





                                      -35-




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.


DISCONTINUED OPERATIONS
- -----------------------

      The III-D and III-E  Partnerships owned working interests in the Jay Field
      located  in Santa Rosa  County,  Florida.  This  property,  consisting  of
      several oil and gas producing wells,  several nitrogen gas injection wells
      (to stimulate production), and a gas plant, is operated by ExxonMobil. The
      injection process leads to very high operating costs. As a result, changes
      in oil (in particular) and natural gas prices can significantly impact net
      cash flow and the estimated net present  value of this  property's  proved
      reserves.  Based on information  received from the operator,  in late 2001
      through early 2004 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
      significantly  exceeded  the  operator's  original  cost  estimates.   The
      operator notified the working interest owners that



                                      -36-




      additional  costs would be incurred in order to plug several  wells.  As a
      result of these costs,  cash flow from this  property had been reduced and
      at times had been negative.  This property is very sensitive to changes in
      oil prices and production volumes.

      In May 2004, the III-D and III-E  Partnerships sold all of their interests
      in the Jay Field and the disposal was treated as a discontinued operation.
      The sales  proceeds  consisting  of  approximately  $89,000 and  $632,000,
      respectively,  were included in the August 15, 2004 cash  distributions to
      the III-D and III-E Partnerships. The sale of the Jay Field interests will
      impact  the   continuing   future   operations  of  the  III-D  and  III-E
      Partnerships.  It is anticipated that these  Partnerships  will have lower
      lease operating  costs,  lower oil and gas sales, and a reduction in their
      asset  retirement  obligations.  The  reader  should  refer  to  Note  3 -
      Discontinued  Operations to the consolidated financial statements included
      in PART I, ITEM 1 of this  Quarterly  Report  on Form 10-Q for  additional
      information regarding this matter.


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.


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:




                                      -37-





                                                              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 June  30,  2005  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,  however,  reduce  or  eliminate  cash  available  for  a  particular
      quarterly distribution.

      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  Partnerships  for their
      third  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          3       November 22, 2005
         III-B       January 24, 2000           3       December 31, 2005
         III-C       February 28, 2000          3       December 31, 2005
         III-D       September 5, 2000          3       December 31, 2005
         III-E       December 26, 2000          3       December 31, 2005
         III-F       March 7, 2001              3       December 31, 2005




                                      -38-




      The General Partner has not determined  whether it will further extend the
      terms of any Partnership.

      In May 2004 the III-D and III-E  Partnerships sold their working interests
      in the Jay Field located in Santa Rosa County, Florida. A routine audit by
      an  unaffiliated   non-operator  of  joint  interest  billings  after  the
      effective  date of the sale  resulted in the III-D and III-E  Partnerships
      making additional expense payments of approximately  $68,000 and $484,000,
      respectively,  for costs  represented  to have been  incurred  before  the
      effective date of the sale.  However,  the General  Partner's  independent
      review of the expenses revealed that  approximately  $30,000 and $215,000,
      respectively,  paid by the III-D and III-E  Partnerships were actually not
      applicable  to  periods  before  the  effective  date of the sale and were
      therefore  improper.  The General  Partner has demanded that the purchaser
      return the excess payments to the III-D and III-E  Partnerships;  however,
      the purchaser has ignored these demands.  The General  Partner  intends to
      initiate litigation in order to recover the overpaid expenses.


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



                                      -39-




      depreciable  property are retired or sold,  the proceeds are credited to
      oil and gas properties.

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

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

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



                                      -40-





ASSET RETIREMENT OBLIGATIONS
- ----------------------------

      The Partnerships' wells must be properly plugged and abandoned after their
      oil and gas reserves are exhausted.  The Partnerships  follow FAS No. 143,
      "Accounting for Asset Retirement Obligations" in accounting for the future
      expenditures  that will be necessary to plug and abandon these wells.  FAS
      No. 143 requires the estimated plugging and abandonment  obligations to be
      recognized in the period in which they are incurred (i.e. when the well is
      drilled or acquired)  if a  reasonable  estimate of fair value can be made
      and to be capitalized as part of the carrying amount of the well.

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

      The  Partnerships  are  not  aware  of  any  recently  issued   accounting
      pronouncements  that  would  have an  impact on the  Partnerships'  future
      results of operations and financial position.


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

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

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



                                      -41-




      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, 2004              123,403       3,772,737
         Production                              (  8,034)     (  108,487)
         Extensions and discoveries                   774          12,699
         Revisions of previous
            estimates                               3,094          69,293
                                                  -------       ---------

      Proved reserves, March 31, 2005             119,237       3,746,242
         Production                              (  8,162)     (  105,753)
         Extensions and discoveries                   206           1,490
         Revisions of previous
            estimates                            (  3,749)     (    5,379)
                                                  -------       ---------

      Proved reserves, June 30, 2005              107,532       3,636,600
                                                  =======       =========



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

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

      Proved reserves, Dec. 31, 2004              74,694        1,557,071
         Production                              ( 5,398)      (   44,794)
         Extensions and discoveries                  502            6,191
         Revisions of previous
            estimates                              2,659           27,821
                                                  ------        ---------

      Proved reserves, March 31, 2005             72,457        1,546,289
         Production                              ( 5,712)      (   45,921)
         Extensions and discoveries                  135              861
         Revisions of previous
            estimates                            ( 2,343)      (   17,857)
                                                  ------        ---------

      Proved reserves, June 30, 2005              64,537        1,483,372
                                                  ======        =========




                                      -42-





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

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

      Proved reserves, Dec. 31, 2004              81,674        4,632,503
         Production                              ( 2,469)      (  134,206)
         Extensions and discoveries                   39           55,001
         Revisions of previous
            estimates                              7,915          102,271
                                                  ------        ---------

      Proved reserves, March 31, 2005             87,159        4,655,569
         Production                              ( 2,286)      (  143,514)
         Extensions and discoveries                  105           64,663
         Revisions of previous
            estimates                              3,431          173,523
                                                  ------        ---------

      Proved reserves, June 30, 2005              88,409        4,750,241
                                                  ======        =========



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

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

      Proved reserves, Dec. 31, 2004              81,073        2,409,961
         Production                              ( 2,399)      (   76,715)
         Extensions and discoveries                    4            7,610
         Revisions of previous
            estimates                              6,793           54,632
                                                  ------        ---------

      Proved reserves, March 31, 2005             85,471        2,395,488
         Production                              ( 2,101)      (   75,890)
         Extensions and discoveries                   69            6,673

         Revisions of previous
            estimates                            (   105)         132,644
                                                  ------        ---------

      Proved reserves, June 30, 2005              83,334        2,458,915
                                                  ======        =========



                                      -43-





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

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

      Proved reserves, Dec. 31, 2004             158,508        6,440,079
         Production                             (  6,185)      (  172,223)
         Extensions and discoveries                   11            2,322
         Revisions of previous
            estimates                              6,975           59,406
                                                 -------        ---------

      Proved reserves, March 31, 2005            159,309        6,329,584
         Production                             (  6,195)      (  172,213)
         Extensions and discoveries               10,189           34,407
         Revisions of previous
            estimates                              2,252           62,569
                                                 -------        ---------

      Proved reserves, June 30, 2005             165,555        6,254,347
                                                 =======        =========


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

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

      Proved reserves, Dec. 31, 2004             314,866        4,140,725
         Production                             (  5,389)      (  100,250)
         Extensions and discoveries                    9            1,950
         Revisions of previous
            estimates                              6,292            3,196
                                                 -------        ---------

      Proved reserves, March 31, 2005            315,778        4,045,621
         Production                             (  4,989)      (   89,254)
         Extensions and discoveries                8,565           30,840
         Revisions of previous
            estimates                                313       (  275,088)
                                                 -------        ---------

      Proved reserves, June 30, 2005             319,667        3,712,119
                                                 =======        =========




                                      -44-





      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 June 30, 2005,  March 31, 2005,  and
      December 31, 2004.  Net present value  attributable  to the  Partnerships'
      proved reserves was calculated on the basis of current costs and prices as
      of the date of  estimation.  Such  prices  were not  escalated  except  in
      certain   circumstances   where   escalations   were  fixed  and   readily
      determinable in accordance with applicable contract provisions.  The table
      also indicates the gas prices in effect on the dates  corresponding to the
      reserve valuations.  Changes in the oil and gas prices cause the estimates
      of  remaining  economically  recoverable  reserves,  as well as the values
      placed on said reserves to fluctuate.  The prices used in calculating  the
      net present value attributable to the Partnerships' proved reserves do not
      necessarily reflect market prices for oil and gas production subsequent to
      June  30,  2005.  There  can be no  assurance  that  the  prices  used  in
      calculating the net present value of the Partnerships'  proved reserves at
      June 30, 2005 will actually be realized for such production.

                                   Net Present Value of Reserves
                           --------------------------------------------
      Partnership            6/30/05         3/31/05          12/31/04
      -----------          -----------     -----------      -----------
        III-A              $13,839,484     $14,546,731      $12,009,256
        III-B                6,335,002       6,764,144        5,576,342
        III-C               14,277,235      14,227,089       11,292,927
        III-D                7,812,298       7,969,895        6,265,244
        III-E               20,799,597      21,237,057       17,294,504
        III-F               15,561,528      16,358,502       13,190,015

                                        Oil and Gas Prices
                           -------------------------------------------
        Pricing              6/30/05         3/31/05         12/31/04
      -----------          -----------     -----------      ----------
      Oil (Bbl)            $     56.63     $     55.31      $    43.36
      Gas (Mcf)                   7.07            7.17            6.02


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

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis of results of operations provided below.



                                      -45-




      The primary source of liquidity and Partnership cash  distributions  comes
      from the net revenues generated from the sale of oil and gas produced from
      the  Partnerships'  oil and gas  properties.  The level of net revenues is
      highly  dependent  upon the total volumes of oil and natural gas sold. Oil
      and gas  reserves  are  depleting  assets and will  experience  production
      declines over time, thereby likely resulting in reduced net revenues.  The
      level of net revenues is also highly  dependent  upon the prices  received
      for oil and gas sales,  which prices have  historically been very volatile
      and may continue to be so.

      Additionally,  lower oil and  natural  gas prices may reduce the amount of
      oil and gas that is  economic  to produce  and  reduce  the  Partnerships'
      revenues and cash flow.  Various factors beyond the Partnerships'  control
      will affect prices for oil and natural gas, such as:

            *     Worldwide and domestic supplies of oil and natural gas;
            *     The ability of the members of the  Organization of Petroleum
                  Exporting  Countries  ("OPEC") to agree to and  maintain oil
                  prices and production quotas;
            *     Political  instability  or armed  conflict in  oil-producing
                  regions or around major shipping areas;
            *     The level of consumer demand and overall economic activity;
            *     The competitiveness of alternative fuels;
            *     Weather conditions;
            *     The availability of pipelines for transportation; and
            *     Domestic and foreign government regulations and taxes.

      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.

      In addition to pricing, the level of net revenues is also 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.  Despite this general
      trend of declining  production,  several  factors can cause the volumes of
      oil and gas sold to increase or  decrease at an even  greater  rate over a
      given  period.  These  factors  include,  but  are  not  limited  to,  (i)
      geophysical conditions which cause an acceleration of the decline in



                                      -46-




      production,  (ii) the  shutting in of wells (or the opening of  previously
      shut-in wells) due to low oil and gas prices (or high oil and gas prices),
      mechanical   difficulties,   loss  of  a  market  or  transportation,   or
      performance of workovers,  recompletions, or other operations in the well,
      (iii) prior period volume  adjustments  (either positive or negative) made
      by the  purchasers  of  the  production,  (iv)  ownership  adjustments  in
      accordance  with  agreements  governing  the operation or ownership of the
      well (such as  adjustments  that occur at payout),  and (v)  completion of
      enhanced recovery projects which increase production for the well. Many of
      these  factors  are very  significant  as related  to a single  well or as
      related  to many wells over a short  period of time.  However,  due to the
      large  number  of  wells  owned by the  Partnerships,  these  factors  are
      generally  not material as compared to the normal  declines in  production
      experienced on all remaining wells.

      III-A PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2004.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                   2005             2004
                                                ----------       ----------
      Oil and gas sales                         $1,136,402       $1,086,658
      Oil and gas production expenses           $  213,974       $  213,985
      Barrels produced                               8,162           10,053
      Mcf produced                                 105,753          119,410
      Average price/Bbl                         $    52.45       $    37.17
      Average price/Mcf                         $     6.70       $     5.97

      As shown in the table  above,  total oil and gas sales  increased  $49,744
      (4.6%) for the three  months  ended June 30, 2005 as compared to the three
      months ended June 30, 2004. Of this increase,  approximately  $125,000 and
      $77,000, respectively,  were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately $70,000 and $82,000,  respectively,  related to decreases in
      volumes of oil and gas sold.  Volumes of oil and gas sold decreased  1,891
      barrels and 13,657 Mcf, respectively,  for the three months ended June 30,
      2005 as compared to the three months ended June 30, 2004.  The decrease in
      volumes of oil sold was primarily due to (i) normal declines in production
      and (ii) the  shutting-in of several wells during late 2004 and early 2005
      due to mechanical  problems.  As of the date of this Quarterly Report, the
      shut-in wells have returned to production.  The decrease in volumes of gas
      sold was primarily due to normal declines in production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) remained  relatively constant for the three months ended
      June 30,  2005 and  2004.  As a  percentage  of oil and gas  sales,  these
      expenses  decreased to 18.8% for the three months ended June 30, 2005 from
      19.7% for the three months ended June 30, 2004.



                                      -47-




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $30,019  (56.8%)  for the three  months  ended June 30, 2005 as
      compared  to the three  months  ended June 30,  2004.  This  decrease  was
      primarily due to (i) one  significant  well being  substantially  depleted
      during the three  months  ended June 30,  2004,  (ii) the  abandonment  of
      another  significant  well  during the three  months  ended June 30,  2004
      following an unsuccessful recompletion attempt, and (iii) the decreases in
      volumes of oil and gas sold.  As a percentage  of oil and gas sales,  this
      expense  decreased  to 2.0% for the three  months ended June 30, 2005 from
      4.9% for the three months ended June 30, 2004.  This  percentage  decrease
      was primarily due to the dollar decrease in depreciation,  depletion,  and
      amortization of oil and gas properties.

      General and administrative expenses decreased $15,182 for the three months
      ended June 30, 2005 as compared to the three  months  ended June 30, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 6.5% for
      the three  months ended June 30, 2005 from 8.2% for the three months ended
      June 30, 2004.  This  percentage  decrease was primarily due to the dollar
      decrease in general and administrative expenses.

      SIX MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2004.

                                                 Six Months Ended June 30,
                                                ---------------------------
                                                   2005             2004
                                                ----------       ----------
      Oil and gas sales                         $2,170,098       $2,090,688
      Oil and gas production expenses           $  576,322       $  446,379
      Barrels produced                              16,196           20,071
      Mcf produced                                 214,240          245,885
      Average price/Bbl                         $    48.95       $    35.41
      Average price/Mcf                         $     6.43       $     5.61

      As shown in the table  above,  total oil and gas sales  increased  $79,410
      (3.8%)  for the six  months  ended June 30,  2005 as  compared  to the six
      months ended June 30, 2004. Of this increase,  approximately  $219,000 and
      $175,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately $137,000 and $178,000, respectively, related to decreases in
      volumes of oil and gas sold.  Volumes of oil and gas sold decreased  3,875
      barrels and 31,645 Mcf,  respectively,  for the six months  ended June 30,
      2005 as compared to the six months  ended June 30,  2004.  The decrease in
      volumes of oil sold was  primarily due to (i) the  shutting-in  of several
      wells during late 2004 and early 2005 due to mechanical  problems and (ii)
      normal  declines in production.  As of the date of this Quarterly  Report,
      the shut-in wells have returned to production.  The decrease in volumes of
      gas  sold  was  primarily  due  to  (i) a  positive  prior  period  volume
      adjustment made by the operator on one



                                      -48-




      significant  well during the six months ended June 30,  2004,  (ii) normal
      declines in production,  and (iii) the shutting-in of another  significant
      well during late 2004 and early 2005 due to mechanical problems. As of the
      date  of  this  Quarterly  Report,   the  shut-in  well  has  returned  to
      production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) increased $129,943 (29.1%) for the six months ended June
      30, 2005 as compared to the six months ended June 30, 2004.  This increase
      was  primarily  due to (i)  workover  expenses  incurred on several  wells
      during the six months  ended June 30, 2005,  (ii) a positive  prior period
      production tax  adjustment  made by the operator on one  significant  well
      during the six months ended June 30,  2005,  and (iii) an increase in salt
      water  disposal  expenses  incurred on several wells during the six months
      ended June 30,  2005 as compared  to the six months  ended June 30,  2004.
      These  increases  were  partially   offset  by  a  negative  prior  period
      production tax adjustment made by the operator on another significant well
      during the six months ended June 30, 2005.  As a percentage of oil and gas
      sales, these expenses increased to 26.6% for the six months ended June 30,
      2005 from 21.4% for the six months  ended June 30, 2004.  This  percentage
      increase  was  primarily  due to  the  dollar  increase  in  oil  and  gas
      production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $78,061  (62.5%)  for the six  months  ended  June 30,  2005 as
      compared  to the six  months  ended  June  30,  2004.  This  decrease  was
      primarily due to (i) the  abandonment of one  significant  well during the
      six months  ended June 30, 2004  following  an  unsuccessful  recompletion
      attempt,  (ii) the decreases in volumes of oil and gas sold, and (iii) one
      significant well being substantially  depleted during the six months ended
      June  30,  2004.  As a  percentage  of oil and  gas  sales,  this  expense
      decreased to 2.2% for the six months ended June 30, 2005 from 6.0% for the
      six months ended June 30, 2004. This percentage decrease was primarily due
      to the dollar decrease in depreciation, depletion, and amortization of oil
      and gas properties.

      General and administrative  expenses remained  relatively constant for the
      six months ended June 30, 2005 and 2004.  As a  percentage  of oil and gas
      sales,  these expenses decreased to 7.8% for the six months ended June 30,
      2005 from 8.0% for the six months ended June 30, 2004.

      The Limited  Partners have received  cash  distributions  through June 30,
      2005  totaling   $40,159,701  or  152.13%  of  Limited  Partners'  capital
      contributions.





                                      -49-




      III-B PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2004.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                    2005            2004
                                                  --------        --------
      Oil and gas sales                           $605,293        $552,331
      Oil and gas production expenses             $118,014        $129,519
      Barrels produced                               5,712           6,752
      Mcf produced                                  45,921          50,491
      Average price/Bbl                           $  52.35        $  37.46
      Average price/Mcf                           $   6.67        $   5.93

      As shown in the table  above,  total oil and gas sales  increased  $52,962
      (9.6%) for the three  months  ended June 30, 2005 as compared to the three
      months ended June 30, 2004. Of this  increase,  approximately  $85,000 and
      $34,000, respectively,  were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately $39,000 and $27,000,  respectively,  related to decreases in
      volumes of oil and gas sold.  Volumes of oil and gas sold decreased  1,040
      barrels and 4,570 Mcf,  respectively,  for the three months ended June 30,
      2005 as compared to the three months ended June 30, 2004.  The decrease in
      volumes of oil sold was primarily due to (i) normal declines in production
      and (ii) the  shutting-in of several wells during late 2004 and early 2005
      due to mechanical  problems.  As of the date of this Quarterly Report, the
      shut-in wells have returned to production.  The decrease in volumes of gas
      sold was primarily due to normal declines in production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $11,505 (8.9%) for the three months ended June
      30,  2005 as  compared  to the three  months  ended  June 30,  2004.  As a
      percentage of oil and gas sales, these expenses decreased to 19.5% for the
      three  months  ended June 30, 2005 from 23.4% for the three  months  ended
      June 30,  2004.  This  percentage  decrease was  primarily  due to (i) the
      dollar  decrease in oil and gas production  expenses and (ii) the increase
      in oil and gas sales.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $18,917  (60.4%)  for the three  months  ended June 30, 2005 as
      compared  to the three  months  ended June 30,  2004.  This  decrease  was
      primarily due to (i) one  significant  well being  substantially  depleted
      during the three  months  ended June 30,  2004,  (ii) the  abandonment  of
      another  significant  well  during the three  months  ended June 30,  2004
      following an unsuccessful recompletion attempt, and (iii) the decreases in
      volumes of oil and gas sold.  As a percentage  of oil and gas sales,  this
      expense  decreased  to 2.1% for the three  months ended June 30, 2005 from
      5.7% for



                                      -50-




      the three  months  ended  June 30,  2004.  This  percentage  decrease  was
      primarily  due to the dollar  decrease  in  depreciation,  depletion,  and
      amortization of oil and gas properties.

      General and administrative expenses decreased $14,527 for the three months
      ended June 30, 2005 as compared to the three  months  ended June 30, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 6.5% for
      the three  months ended June 30, 2005 from 9.7% for the three months ended
      June 30, 2004.  This  percentage  decrease was primarily due to the dollar
      decrease in general and administrative expenses.

      SIX MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2004.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                     2005          2004
                                                  ----------    ----------
      Oil and gas sales                           $1,130,446    $1,041,732
      Oil and gas production expenses             $  335,254    $  261,404
      Barrels produced                                11,110        13,779
      Mcf produced                                    90,715        97,772
      Average price/Bbl                           $    49.06    $    35.35
      Average price/Mcf                           $     6.45    $     5.67

      As shown in the table  above,  total oil and gas sales  increased  $88,714
      (8.5%)  for the six  months  ended June 30,  2005 as  compared  to the six
      months ended June 30, 2004. Of this increase,  approximately  $152,000 and
      $71,000, respectively,  were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately $94,000 and $40,000,  respectively,  related to decreases in
      volumes of oil and gas sold.  Volumes of oil and gas sold decreased  2,669
      barrels  and 7,057 Mcf,  respectively,  for the six months  ended June 30,
      2005 as compared to the six months  ended June 30,  2004.  The decrease in
      volumes of oil sold was  primarily due to (i) the  shutting-in  of several
      wells during late 2004 and early 2005 due to mechanical  problems and (ii)
      normal  declines in production.  As of the date of this Quarterly  Report,
      the shut-in wells have returned to production.  The decrease in volumes of
      gas sold was primarily due to (i) normal  declines in production  and (ii)
      the  shutting-in of one  significant  well during late 2004 and early 2005
      due to mechanical  problems.  As of the date of this Quarterly Report, the
      shut-in well has returned to production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased $73,850 (28.3%) for the six months ended June
      30, 2005 as compared to the six months ended June 30, 2004.  This increase
      was  primarily  due to (i)  workover  expenses  incurred on several  wells
      during the six months  ended June 30, 2005,  (ii) a positive  prior period
      production tax adjustment made by the operator on one



                                      -51-




      significant  well during the six months ended June 30, 2005,  and (iii) an
      increase in salt water disposal  expenses  incurred on several other wells
      during the six months  ended June 30,  2005 as  compared to the six months
      ended June 30, 2004.  These increases were partially  offset by a negative
      prior period  production  tax  adjustment  made by the operator on another
      significant  well  during  the  six  months  ended  June  30,  2005.  As a
      percentage of oil and gas sales, these expenses increased to 29.7% for the
      six months  ended June 30,  2005 from 25.1% for the six months  ended June
      30,  2004.  This  percentage  increase  was  primarily  due to the  dollar
      increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $59,064  (77.7%)  for the six  months  ended  June 30,  2005 as
      compared  to the six  months  ended  June  30,  2004.  This  decrease  was
      primarily due to (i) the  abandonment of one  significant  well during the
      six months  ended June 30, 2004  following  an  unsuccessful  recompletion
      attempt,  (ii) the decreases in volumes of oil and gas sold, and (iii) one
      significant well being substantially  depleted during the six months ended
      June  30,  2004.  As a  percentage  of oil and  gas  sales,  this  expense
      decreased to 1.5% for the six months ended June 30, 2005 from 7.3% for the
      six months ended June 30, 2004. This percentage decrease was primarily due
      to the dollar decrease in depreciation, depletion, and amortization of oil
      and gas properties.

      General and  administrative  expenses  increased $1,606 for the six months
      ended June 30, 2005 as compared to the six months ended June 30, 2004.  As
      a percentage of oil and gas sales,  these  expenses  decreased to 8.8% for
      the six months ended June 30, 2005 from 9.4% for the six months ended June
      30, 2004.

      The Limited  Partners have received  cash  distributions  through June 30,
      2005  totaling   $22,429,353  or  162.14%  of  Limited  Partners'  capital
      contributions.

      III-C PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2004.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                  2005             2004
                                                --------         --------
      Oil and gas sales                         $982,319         $880,384
      Oil and gas production expenses           $152,545         $198,139
      Barrels produced                             2,286            2,672
      Mcf produced                               143,514          121,950
      Average price/Bbl                         $  50.81         $  36.69
      Average price/Mcf                         $   6.04         $   6.42

      As shown in the table above,  total oil and gas sales increased $101,935
      (11.6%) for the three months ended June



                                      -52-




      30, 2005 as  compared to the three  months  ended June 30,  2004.  Of this
      increase, approximately (i) $138,000 was related to an increase in volumes
      of gas sold and (ii)  $32,000  was  related to an  increase in the average
      price of oil sold.  These increases were partially  offset by decreases of
      approximately  (i) $54,000  related to a decrease in the average  price of
      gas sold and (ii) $14,000 related to a decrease in volumes of oil sold.

      Volumes  of oil sold  decreased  386  barrels,  while  volumes of gas sold
      increased  21,564 Mcf,  respectively,  for the three months ended June 30,
      2005 as compared to the three months ended June 30, 2004.  The decrease in
      volumes of oil sold was primarily due to (i) normal declines in production
      and (ii) production  difficulties on one significant well during the three
      months ended June 30, 2005. As of the date of this Quarterly  Report,  the
      well  with  production  difficulties  is  producing  at a lower  rate than
      previously experienced.  The increase in volumes of gas sold was primarily
      due to (i) downward  revisions in the  estimates of remaining gas reserves
      during  the three  months  ended  June 30,  2004 on one  significant  well
      resulting in the III-C  Partnership  becoming  over produced past ultimate
      reserves  thereby  increasing gas imbalance  payable,  (ii) positive prior
      period volume  adjustments  made by the operator on two significant  wells
      during the three  months  ended June 30,  2005,  and (iii) an  increase in
      production on one  significant  well following the successful  workover of
      that  well  during  2004.  These  increases  were  partially  offset  by a
      substantial  decline in production on another  significant  well following
      the  workover  of that well during mid 2004.  The well with a  substantial
      decline  in  production  during  2005 is not  expected  to  return  to its
      previously high levels of production.

      The  average  gas price  decreased  to $6.04 per Mcf for the three  months
      ended June 30, 2005 from $6.42 per Mcf for the three months ended June 30,
      2004. Due to a gas imbalance  situation on one significant  well discussed
      above,  gas  volumes  for that  well were  recorded  as a  liability  at a
      substantially  lower rate per Mcf than the average  price per Mcf received
      by the III-C Partnership during the three months ended June 30, 2004. This
      resulted in a higher average price per Mcf for the three months ended June
      30, 2004 than if the  liability  had not been  recorded.  No such material
      adjustments were recorded during the three months ended June 30, 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $45,594  (23.0%) for the three months ended
      June 30, 2005 as compared to the three months  ended June 30,  2004.  This
      decrease  was  primarily  due  to  workover   expenses   incurred  on  one
      significant  well  during  the three  months  ended  June 30,  2004.  This
      decrease  was  partially  offset by (i) an  increase in  production  taxes
      associated  with the  increase  in oil and gas  sales  and  (ii)  workover
      expenses incurred on another



                                      -53-




      significant  well  during  the three  months  ended  June 30,  2005.  As a
      percentage of oil and gas sales, these expenses decreased to 15.5% for the
      three  months  ended June 30, 2005 from 22.5% for the three  months  ended
      June 30, 2004.  This  percentage  decrease was primarily due to the dollar
      decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $11,514  (21.6%)  for the three  months  ended June 30, 2005 as
      compared  to the three  months  ended June 30,  2004.  This  decrease  was
      primarily due to two  significant  wells being fully  depleted  during the
      three months  ended June 30, 2004 due to the lack of  remaining  reserves.
      This decrease was partially  offset by (i) another  significant well being
      fully depleted during the three months ended June 30, 2005 due to the lack
      of remaining  reserves and (ii) the increase in volumes of gas sold.  As a
      percentage  of oil and gas sales,  this expense  decreased to 4.3% for the
      three months ended June 30, 2005 from 6.1% for the three months ended June
      30,  2004.  This  percentage  decrease  was  primarily  due to the  dollar
      decrease  in  depreciation,  depletion,  and  amortization  of oil and gas
      properties.

      General and administrative expenses decreased $15,080 for the three months
      ended June 30, 2005 as compared to the three  months  ended June 30, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 6.9% for
      the three  months ended June 30, 2005 from 9.4% for the three months ended
      June 30,  2004.  This  percentage  decrease was  primarily  due to (i) the
      dollar  decrease  in  general  and  administrative  expenses  and (ii) the
      increase in oil and gas sales.

      SIX MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2004.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                     2005         2004
                                                  ----------   ----------
      Oil and gas sales                           $1,936,824   $1,728,881
      Oil and gas production expenses             $  373,697   $  387,948
      Barrels produced                                 4,755        5,527
      Mcf produced                                   277,720      278,514
      Average price/Bbl                           $    48.74   $    34.61
      Average price/Mcf                           $     6.14   $     5.52

      As shown in the table above,  total oil and gas sales  increased  $207,943
      (12.0%)  for the six months  ended June 30,  2005 as  compared  to the six
      months ended June 30, 2004. Of this  increase,  approximately  $67,000 and
      $172,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These  increases were partially  offset by decreases of
      approximately  $27,000 and $4,000,  respectively,  related to decreases in
      volumes  of oil and gas sold.  Volumes of oil and gas sold  decreased  772
      barrels and



                                      -54-




      794 Mcf, respectively,  for the six months ended June 30, 2005 as compared
      to the six months ended June 30, 2004. 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 six months ended June 30, 2004. The decrease in volumes of
      gas sold was primarily due to (i) normal declines in production and (ii) a
      substantial  decline in  production  during 2005 on one  significant  well
      following  the  workover  of that well  during  mid 2004.  The well with a
      substantial decline in production during 2005 is not expected to return to
      its   previously   high  levels  of  production.   These   decreases  were
      substantially  offset  by  (i)  downward  revisions  in the  estimates  of
      remaining  gas  reserves  during the six months ended June 30, 2004 on one
      significant well resulting in the III-C Partnership becoming over produced
      past ultimate reserves thereby increasing gas imbalance payable,  (ii) the
      successful  completion  of a new  well  during  late  2004,  and  (iii) an
      increase  in  production  on  another   significant   well  following  the
      successful workover of that well during 2004.

      The average gas price  increased to $6.14 per Mcf for the six months ended
      June 30, 2005 from $5.52 per Mcf for the six months  ended June 30,  2004.
      Due to a gas imbalance  situation on one significant well discussed above,
      gas volumes for that well were recorded as a liability at a  substantially
      lower rate per Mcf than the  average  price per Mcf  received by the III-C
      Partnership  during the six months ended June 30, 2004. This resulted in a
      higher  average  price per Mcf for the six months ended June 30, 2004 than
      if the liability had not been recorded.  No such material adjustments were
      recorded during the six months ended June 30, 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased  $14,251 (3.7%) for the six months ended June
      30, 2005 as compared to the six months ended June 30, 2004.  This decrease
      was primarily due to workover  expenses  incurred on one significant  well
      during the six months ended June 30,  2004.  This  decrease was  partially
      offset by (i) workover expenses incurred on several other wells during the
      six months  ended June 30, 2005 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 19.3% for the six months ended
      June 30,  2005 from 22.4% for the six months  ended  June 30,  2004.  This
      percentage  decrease  was  primarily  due to the  increase  in oil and gas
      sales.



                                      -55-




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $16,703  (15.1%)  for the six  months  ended  June 30,  2005 as
      compared  to the six  months  ended  June  30,  2004.  This  decrease  was
      primarily due to two significant wells being fully depleted during the six
      months  ended June 30, 2004 due to the lack of  remaining  reserves.  This
      decrease was partially offset by (i) another  significant well being fully
      depleted  during  the six months  ended  June 30,  2005 due to the lack of
      remaining  reserves  and  (ii)  an  increase  in  depletable  oil  and gas
      properties  during 2005 primarily due to the drilling of two developmental
      wells.  As a percentage  of oil and gas sales,  this expense  decreased to
      4.8% for the six months  ended June 30,  2005 from 6.4% for the six months
      ended June 30, 2004. This percentage decrease was primarily due to (i) the
      dollar decrease in depreciation, depletion and amortization of oil and gas
      properties  and (ii) the  increases  in the average  prices of oil and gas
      sold.

      General and administrative  expenses remained  relatively constant for the
      six months ended June 30, 2005 and 2004.  As a  percentage  of oil and gas
      sales,  these expenses decreased to 8.1% for the six months ended June 30,
      2005 from 9.1% for the six months  ended June 30,  2004.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2005  totaling   $30,223,795  or  123.60%  of  Limited  Partners'  capital
      contributions.

      III-D PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2004.

                                               Three Months Ended June 30,
                                               ---------------------------
                                                  2005              2004
                                                --------          --------
      Oil and gas sales                         $557,045          $489,725
      Oil and gas production expenses           $ 89,224          $ 74,041
      Barrels produced                             2,101             2,557
      Mcf produced                                75,890            59,892
      Average price/Bbl                         $  49.88          $  35.41
      Average price/Mcf                         $   5.96          $   6.67

      As shown in the table  above,  total oil and gas sales  increased  $67,320
      (13.7%) for the three  months ended June 30, 2005 as compared to the three
      months ended June 30, 2004. Of this increase,  approximately  (i) $107,000
      was  related to an  increase  in volumes of gas sold and (ii)  $30,000 was
      related to an increase in the average price of oil sold.  These  increases
      were partially offset by decreases of approximately (i) $54,000 related to
      a decrease in the average price of gas sold and (ii) $16,000  related to a
      decrease in volumes of oil sold. Volumes of oil sold



                                      -56-




      decreased 456 barrels,  while volumes of gas sold increased 15,998 Mcf for
      the three months ended June 30, 2005 as compared to the three months ended
      June 30, 2004.

      The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal
      declines in production and (ii) production difficulties on one significant
      well during the three months  ended June 30, 2005.  As of the date of this
      Quarterly Report, the well with production  difficulties is producing at a
      lower rate than  previously  experienced.  The  increase in volumes of gas
      sold was  primarily  due to (i)  downward  revisions  in the  estimates of
      remaining gas reserves  during the three months ended June 30, 2004 on one
      significant well resulting in the III-D Partnership becoming over produced
      past ultimate  reserves  thereby  increasing gas imbalance  payable,  (ii)
      positive prior period volume  adjustments  made by the operator on several
      wells during the three  months ended June 30, 2005,  and (iii) an increase
      in production on one significant well following the successful workover of
      that well during late 2004.  These  increases were  partially  offset by a
      substantial  decline in production on another  significant  well following
      the  workover  of that well during mid 2004.  The well with a  substantial
      decline  in  production  during  2005 is not  expected  to  return  to its
      previously high levels of production.

      The  average  gas price  decreased  to $5.96 per Mcf for the three  months
      ended June 30, 2005 from $6.67 per Mcf for the three months ended June 30,
      2004. Due to a gas imbalance  situation on one significant  well discussed
      above,  gas  volumes  for that  well were  recorded  as a  liability  at a
      substantially  lower rate per Mcf than the average  price per Mcf received
      by the III-D Partnership during the three months ended June 30, 2004. This
      resulted in a higher average price per Mcf for the three months ended June
      30, 2004 than if the  liability  had not been  recorded.  No such material
      adjustments were recorded during the three months ended June 30, 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $15,183  (20.5%) for the three months ended
      June 30, 2005 as compared to the three months  ended June 30,  2004.  This
      increase  was  primarily  due to (i)  workover  expenses  incurred  on two
      significant  wells during the three months ended June 30, 2005 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  increased to
      16.0% for the three  months  ended June 30,  2005 from 15.1% for the three
      months ended June 30, 2004.




                                      -57-




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $14,575  (38.9%)  for the three  months  ended June 30, 2005 as
      compared  to the three  months  ended June 30,  2004.  This  decrease  was
      primarily due to (i) two significant wells being fully depleted during the
      three months ended June 30, 2004 due to the lack of remaining reserves and
      (ii) upward  revisions in the  estimates of remaining  gas reserves on one
      significant  well since June 30,  2004.  These  decreases  were  partially
      offset by an increase in  depletable  oil and gas  properties  during 2005
      primarily  due to the  recompletion  of  another  significant  well.  As a
      percentage of oil and gas sales,  these expenses decreased to 4.1% for the
      three months ended June 30, 2005 from 7.6% for the three months ended June
      30,  2004.  This  percentage  decrease  was  primarily  due to the  dollar
      decrease  in  depreciation,  depletion,  and  amortization  of oil and gas
      properties.

      General and administrative expenses decreased $14,860 for the three months
      ended June 30, 2005 as compared to the three  months  ended June 30, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 6.7% for
      the three months ended June 30, 2005 from 10.7% for the three months ended
      June 30, 2004.  This  percentage  decrease was primarily due to the dollar
      decrease in general and administrative expenses.

      SIX MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2004.

                                                 Six Months Ended June 30,
                                                --------------------------
                                                   2005             2004
                                                ----------        --------
      Oil and gas sales                         $1,092,106        $993,642
      Oil and gas production expenses           $  213,947        $189,215
      Barrels produced                               4,500           4,830
      Mcf produced                                 152,605         149,476
      Average price/Bbl                         $    47.61        $  33.82
      Average price/Mcf                         $     5.75        $   5.55

      As shown in the table  above,  total oil and gas sales  increased  $98,464
      (9.9%)  for the six  months  ended June 30,  2005 as  compared  to the six
      months ended June 30, 2004. Of this  increase,  approximately  (i) $62,000
      and $30,000, respectively, were related to increases in the average prices
      of oil and gas sold and (ii) $17,000 was related to an increase in volumes
      of gas sold.  Volumes of oil sold decreased 330 barrels,  while volumes of
      gas sold  increased  3,129 Mcf for the six months  ended June 30,  2005 as
      compared to the six months ended June 30, 2004. The increase in volumes of
      gas sold was primarily  due to (i) downward  revisions in the estimates of
      remaining  gas  reserves  during the six months ended June 30, 2004 on one
      significant well resulting in the III-D Partnership becoming over produced
      past ultimate reserves thereby increasing gas imbalance  payable,  (ii) an
      increase in production on one significant



                                      -58-




      well  following the workover of that well during late 2004,  and (iii) the
      successful  completion of one new well during late 2004.  These  increases
      were  partially  offset by (i) normal  declines in  production  and (ii) a
      substantial  decline in production on one  significant  well following the
      workover of that well during mid 2004. The well with a substantial decline
      in production during 2005 is not expected to return to its previously high
      levels of production.

      The average gas price  increased to $5.75 per Mcf for the six months ended
      June 30, 2005 from $5.55 per Mcf for the six months  ended June 30,  2004.
      Due to a gas imbalance  situation on one significant well discussed above,
      gas volumes for that well were recorded as a liability at a  substantially
      lower rate per Mcf than the  average  price per Mcf  received by the III-D
      Partnership  during the six months ended June 30, 2004. This resulted in a
      higher  average  price per Mcf for the six months ended June 30, 2004 than
      if the liability had not been recorded.  No such material adjustments were
      recorded during the six months ended June 30, 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased $24,732 (13.1%) for the six months ended June
      30, 2005 as compared to the six months ended June 30, 2004.  This increase
      was primarily  due to (i) workover  expenses  incurred on two  significant
      wells  during the six months  ended June 30,  2005 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 increased to 19.6% for the
      six months  ended June 30,  2005 from 19.0% for the six months  ended June
      30, 2004.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $20,974  (34.5%)  for the six  months  ended  June 30,  2005 as
      compared  to the six  months  ended  June  30,  2004.  This  decrease  was
      primarily due to (i) two significant wells being fully depleted during the
      six months ended June 30, 2004 due to the lack of  remaining  reserves and
      (ii) upward  revisions in the  estimates of remaining  gas reserves on one
      significant  well since June 30,  2004.  These  decreases  were  partially
      offset by an increase in  depletable  oil and gas  properties  during 2005
      primarily due to the recompletion of one significant well. As a percentage
      of oil and gas sales,  these expenses decreased to 3.7% for the six months
      ended June 30, 2005 from 6.1% for the six months ended June 30, 2004. This
      percentage   decrease  was  primarily  due  to  the  dollar   decrease  in
      depreciation, depletion, and amortization of oil and gas properties.

      General and  administrative  expenses  increased $1,318 for the six months
      ended June 30, 2005 as compared to the six months ended June 30, 2004.  As
      a percentage of oil and gas sales,  these  expenses  decreased to 8.7% for
      the six months ended June 30, 2005 from 9.5% for the six months ended June
      30, 2004.




                                      -59-




      The Limited  Partners have received  cash  distributions  through June 30,
      2005  totaling   $16,905,669  or  129.04%  of  Limited  Partners'  capital
      contributions.

      III-E PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2004.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                   2005            2004
                                                ----------       ----------
      Oil and gas sales                         $1,353,943       $1,131,869
      Oil and gas production expenses           $  307,948       $  297,259
      Barrels produced                               6,195            6,329
      Mcf produced                                 172,213          177,447
      Average price/Bbl                         $    47.24       $    32.84
      Average price/Mcf                         $     6.16       $     5.21

      As shown in the table above,  total oil and gas sales  increased  $222,074
      (19.6%) for the three  months ended June 30, 2005 as compared to the three
      months ended June 30, 2004. Of this  increase,  approximately  $89,000 and
      $165,000, respectively, were related to increases in the average prices of
      oil and gas sold.  Volumes of oil and gas sold  decreased  134 barrels and
      5,234 Mcf,  respectively,  for the three  months  ended  June 30,  2005 as
      compared to the three months ended June 30, 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) increased $10,689 (3.6%) for the three months ended June
      30,  2005 as  compared  to the three  months  ended  June 30,  2004.  As a
      percentage of oil and gas sales, these expenses decreased to 22.7% for the
      three  months  ended June 30, 2005 from 26.3% for the three  months  ended
      June 30, 2004. This percentage  decrease was primarily due to the increase
      in oil and gas sales.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $7,477  (21.7%)  for the three  months  ended June 30,  2005 as
      compared  to the three  months  ended June 30,  2004.  This  increase  was
      primarily due to an increase in depletable oil and gas  properties  during
      2005  primarily  due to the  recompletion  of one  significant  well. As a
      percentage  of oil and gas sales,  this expense  increased to 3.1% for the
      three months ended June 30, 2005 from 3.0% for the three months ended June
      30, 2004.




                                      -60-




      General and administrative expenses decreased $16,221 for the three months
      ended June 30, 2005 as compared to the three  months  ended June 30, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 8.6% for
      the three months ended June 30, 2005 from 11.8% for the three months ended
      June 30,  2004.  This  percentage  decrease was  primarily  due to (i) the
      increase in oil and gas sales and (ii) the dollar  decrease in general and
      administrative expenses.

      SIX MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2004.

                                                 Six Months Ended June 30,
                                                ---------------------------
                                                   2005            2004
                                                ----------       ----------
      Oil and gas sales                         $2,570,627       $2,267,961
      Oil and gas production expenses           $  666,916       $  608,450
      Barrels produced                              12,380           13,762
      Mcf produced                                 344,436          358,608
      Average price/Bbl                         $    45.37       $    31.68
      Average price/Mcf                         $     5.83       $     5.11

      As shown in the table above,  total oil and gas sales  increased  $302,666
      (13.3%)  for the six months  ended June 30,  2005 as  compared  to the six
      months ended June 30, 2004. Of this increase,  approximately  $170,000 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 $44,000 and $72,000,  respectively,  related to decreases in
      volumes of oil and gas sold.  Volumes of oil and gas sold decreased  1,382
      barrels and 14,172 Mcf,  respectively,  for the six months  ended June 30,
      2005 as compared to the six months ended June 30, 2004.  The  decreases in
      volumes  of oil and gas sold  were  primarily  due to normal  declines  in
      production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased  $58,466 (9.6%) for the six months ended June
      30,  2005  as  compared  to the six  months  ended  June  30,  2004.  As a
      percentage of oil and gas sales, these expenses decreased to 25.9% for the
      six months  ended June 30,  2005 from 26.8% for the six months  ended June
      30, 2004.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $16,475  (23.8%)  for the six  months  ended  June 30,  2005 as
      compared  to the six  months  ended  June  30,  2004.  This  increase  was
      primarily  due to (i) an increase  in  depletable  oil and gas  properties
      during 2005 primarily due to the recompletion of two significant wells and
      (ii) the receipt of equipment  credits on one fully  depleted  well during
      the six months ended June 30, 2004.  These increases were partially offset
      by the  decreases in volumes of oil and gas sold.  As a percentage  of oil
      and gas



                                      -61-




      sales,  this  expense  increased to 3.3% for the six months ended June 30,
      2005 from 3.1% for the six months ended June 30, 2004.

      General and administrative  expenses remained  relatively constant for the
      six months ended June 30, 2005 and 2004.  As a  percentage  of oil and gas
      sales,  these expenses decreased to 9.9% for the six months ended June 30,
      2005 from 11.3% for the six months  ended June 30, 2004.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2005  totaling   $50,498,016  or  120.73%  of  Limited  Partners'  capital
      contributions.

      III-F PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2004.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                    2005            2004
                                                  --------        --------
      Oil and gas sales                           $811,137        $708,950
      Oil and gas production expenses             $163,071        $170,773
      Barrels produced                               4,989           4,860
      Mcf produced                                  89,254         103,452
      Average price/Bbl                           $  52.40        $  36.80
      Average price/Mcf                           $   6.16        $   5.12

      As shown in the table above,  total oil and gas sales  increased  $102,187
      (14.4%) for the three  months ended June 30, 2005 as compared to the three
      months ended June 30, 2004. Of this  increase,  approximately  $78,000 and
      $92,000, respectively,  were related to increases in the average prices of
      oil and gas sold.  These increases were partially  offset by a decrease of
      approximately  $73,000  related  to a  decrease  in  volumes  of gas sold.
      Volumes  of oil sold  increased  129  barrels,  while  volumes of gas sold
      decreased  14,198 Mcf for the three months ended June 30, 2005 as compared
      to the three months  ended June 30,  2004.  The decrease in volumes of gas
      sold was  primarily  due to (i) normal  declines  in  production  and (ii)
      positive prior period volume  adjustments made by the operators on several
      wells during the three months ended June 30, 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $7,702 (4.5%) for the three months ended June
      30,  2005 as  compared  to the three  months  ended  June 30,  2004.  As a
      percentage of oil and gas sales, these expenses decreased to 20.1% for the
      three  months  ended June 30, 2005 from 24.1% for the three  months  ended
      June 30, 2004. This percentage  decrease was primarily due to the increase
      in oil and gas sales.




                                      -62-




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $9,228  (29.7%)  for the three  months  ended June 30,  2005 as
      compared  to the three  months  ended June 30,  2004.  This  increase  was
      primarily  due to (i) an increase  in  depletable  oil and gas  properties
      during 2005 primarily due to the  recompletion of one significant well and
      (ii) downward  revisions in the estimates of remaining gas reserves  since
      June 30, 2004.  These  increases were partially  offset by the decrease in
      volumes of gas sold.  As a percentage  of oil and gas sales,  this expense
      increased  to 5.0% for the three  months ended June 30, 2005 from 4.4% for
      the three  months  ended  June 30,  2004.  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 $14,985 for the three months
      ended June 30, 2005 as compared to the three  months  ended June 30, 2004.
      As a percentage of oil and gas sales, these expenses decreased to 7.7% for
      the three months ended June 30, 2005 from 10.9% for the three months ended
      June 30,  2004.  This  percentage  decrease was  primarily  due to (i) the
      dollar  decrease  in  general  and  administrative  expenses  and (ii) the
      increase in oil and gas sales

      SIX MONTHS  ENDED JUNE 30, 2005  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2004.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                     2005            2004
                                                  ----------      ----------
      Oil and gas sales                           $1,631,089      $1,354,515
      Oil and gas production expenses             $  370,921      $  349,756
      Barrels produced                                10,378           9,787
      Mcf produced                                   189,504         202,087
      Average price/Bbl                           $    49.42      $    34.46
      Average price/Mcf                           $     5.90      $     5.03

      As shown in the table above,  total oil and gas sales  increased  $276,574
      (20.4%)  for the six months  ended June 30,  2005 as  compared  to the six
      months ended June 30, 2004. Of this increase,  approximately  $155,000 and
      $164,000, respectively, were related to increases in the average prices of
      oil and gas sold.  These increases were partially  offset by a decrease of
      approximately  $63,000  related  to a  decrease  in  volumes  of gas sold.
      Volumes  of oil sold  increased  591  barrels,  while  volumes of gas sold
      decreased 12,583 Mcf, respectively, for the six months ended June 30, 2005
      as compared to the six months ended June 30, 2004. The decrease in volumes
      of gas sold was primarily due to normal declines in production.






                                      -63-




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased  $21,165 (6.1%) for the six months ended June
      30,  2005  as  compared  to the six  months  ended  June  30,  2004.  As a
      percentage of oil and gas sales, these expenses decreased to 22.7% for the
      six months  ended June 30,  2005 from 25.8% for the six months  ended June
      30, 2004.  This  percentage  decrease was primarily due to the increase in
      oil and gas sales.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $19,407  (33.5%)  for the six  months  ended  June 30,  2005 as
      compared  to the six  months  ended  June  30,  2004.  This  increase  was
      primarily  due to (i) an increase  in  depletable  oil and gas  properties
      during 2005 primarily due to the  recompletion of two  significant  wells,
      (ii) the receipt of equipment  credits on one fully  depleted  well during
      the six months  ended June 30 2004,  and (iii)  downward  revisions in the
      estimates of remaining  gas reserves  since June 30, 2004. As a percentage
      of oil and gas sales,  this  expense  increased to 4.7% for the six months
      ended June 30, 2005 from 4.3% for the six months ended June 30, 2004.

      General and administrative  expenses remained  relatively constant for the
      six months ended June 30, 2005 and 2004.  As a  percentage  of oil and gas
      sales,  these expenses decreased to 8.9% for the six months ended June 30,
      2005 from 10.7% for the six months  ended June 30, 2004.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2005  totaling   $20,660,904  or  93.28%  of  Limited   Partners'  capital
      contributions.



                                      -64-




ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

            The Partnerships do not hold any market risk sensitive instruments.

ITEM 4.     CONTROLS AND PROCEDURES

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



                                      -65-




                          PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

      A lawsuit styled Robert W. Scott,  Individually  and as Managing Member of
      R.W.  Scott  Investments,  LLC  v.  Samson  Resources  Company,  Case  No.
      C-01-385, was filed in the District Court of Sweetwater County, Wyoming on
      June 29, 2001.  The lawsuit seeks class action  certification  and alleges
      that Samson  deducted from its payments to royalty and overriding  royalty
      owners  certain  charges  which were  improper  under the Wyoming  royalty
      payment  statutes.  A  number  of these  royalty  and  overriding  royalty
      payments  burdened the interests of the  Partnerships.  In February  2003,
      Samson made a supplemental  payment to the royalty and overriding  royalty
      interest  owners who were  potential  class  members of amounts which were
      then thought to have been  improperly  deducted  plus  statutory  interest
      thereon.  The applicable  portions of these refunds were recouped from the
      Partnerships in the first quarter of 2003 as follows:

                             Partnership           Amount
                             ------------        ----------

                              III-A              $  5,380
                              III-B                 3,548
                              III-C                     -
                              III-D                     -
                              III-E               122,289
                              III-F               102,690

      The lawsuit also alleges  that  Samson's  check stubs did not fully comply
      with the Wyoming Royalty Payment Act. Samson intends to vigorously  defend
      this claim.  On May 13, 2005 the trial court  certified  this lawsuit as a
      class action and denied Samson's motion for summary judgment.  On June 15,
      2005 the Wyoming  Supreme Court denied  Samson's  request for it to review
      these decisions.


ITEM 6.  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.



                                      -66-





            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.

            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.



                                      -67-




            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.




                                      -68-




                                   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:  August 12, 2005           By:     /s/Dennis R. Neill
                                    --------------------------------
                                          (Signature)
                                          Dennis R. Neill
                                          President


Date:  August 12, 2005           By:     /s/Craig D. Loseke
                                    --------------------------------
                                         (Signature)
                                         Craig D. Loseke
                                         Chief Accounting Officer



                                      -69-




                                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.




                                      -70-




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.