SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarter ended September 30, 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
                            ------                    ------

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

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

                                      -1-

                          PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

                                     ASSETS

                                             September 30,     December 31,
                                                 2005              2004
                                             ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $1,016,002        $1,038,719
   Accounts receivable:
      Oil and gas sales                          797,869           588,829
                                              ----------        ----------
        Total current assets                  $1,813,871        $1,627,548

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 786,543           761,804

DEFERRED CHARGE                                  191,686           187,958
                                              ----------        ----------
                                              $2,792,100        $2,577,310
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  175,772        $   84,554
   Gas imbalance payable                          23,073            26,709
   Asset retirement obligation -
      current (Note 1)                             5,357            18,336
                                              ----------        ----------
        Total current liabilities             $  204,202        $  129,599

LONG-TERM LIABILITIES:
   Accrued liability                          $   24,784        $   28,718
   Asset retirement obligation
      (Note 1)                                   232,917            96,619
                                              ----------        ----------
        Total long-term liabilities           $  257,701        $  125,337

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   80,213)      ($   88,506)
   Limited Partners, issued and
      outstanding, 263,976 units               2,410,410         2,410,880
                                              ----------        ----------
        Total Partners' capital               $2,330,197        $2,322,374
                                              ----------        ----------
                                              $2,792,100        $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 SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,208,182        $1,024,984
   Interest income                                 5,169             1,579
                                              ----------        ----------
                                              $1,213,351        $1,026,563

COSTS AND EXPENSES:
   Lease operating                            $  192,726        $  104,716
   Production tax                                105,519            84,577
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  59,883            26,320
   General and administrative
      (Note 2)                                    74,220            73,946
                                              ----------        ----------
                                              $  432,348        $  289,559
                                              ----------        ----------

NET INCOME                                    $  781,003        $  737,004
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   82,973        $   75,911
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  698,030        $  661,093
                                              ==========        ==========
NET INCOME per unit                           $     2.65        $     2.50
                                              ==========        ==========
UNITS OUTSTANDING                                263,976           263,976
                                              ==========        ==========














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

                                      -3-

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


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

REVENUES:
   Oil and gas sales                          $3,378,280        $3,115,672
   Interest income                                13,159             3,770
   Gain on sale of oil and gas
      properties                                       -             1,399
                                              ----------        ----------
                                              $3,391,439        $3,120,841

COSTS AND EXPENSES:
   Lease operating                            $  571,220        $  375,591
   Production tax                                303,347           260,081
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 106,691           151,189
   General and administrative
      (Note 2)                                   242,607           242,120
                                              ----------        ----------
                                              $1,223,865        $1,028,981
                                              ----------        ----------

NET INCOME                                    $2,167,574        $2,091,860
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  225,044        $  222,416
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,942,530        $1,869,444
                                              ==========        ==========
NET INCOME per unit                           $     7.36        $     7.08
                                              ==========        ==========
UNITS OUTSTANDING                                263,976           263,976
                                              ==========        ==========












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

                                      -4-

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

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

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $2,167,574       $2,091,860
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                106,691          151,189
      Gain on sale of oil and gas
        properties                                      -      (     1,399)
      Settlement of asset retirement
        obligation                                      -      (       165)
      Increase in accounts receivable -
        oil and gas sales                     (   209,040)     (   130,994)
      (Increase) decrease in deferred
        charge                                (     3,728)           4,843
      Increase in accounts payable                101,448            3,342
      Decrease in gas imbalance
        payable                               (     3,636)     (     1,385)
      Decrease in accrued liability           (     3,934)     (     3,508)
                                               ----------       ----------
Net cash provided by operating
   activities                                  $2,155,375       $2,113,783
                                               ----------       ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($   18,341)     ($   68,800)
   Proceeds from sale of oil and gas
      properties                                        -              375
                                               ----------       ----------
Net cash used by investing activities         ($   18,341)     ($   68,425)
                                               ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($2,159,751)     ($1,824,701)
                                               ----------       ----------
Net cash used by financing activities         ($2,159,751)     ($1,824,701)
                                               ----------       ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           ($   22,717)      $  220,657

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          1,038,719          804,593
                                               ----------       ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $1,016,002       $1,025,250
                                               ==========       ==========
            The accompanying condensed notes are an integral part of
                           these financial statements.

                                      -5-

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

                                     ASSETS


                                             September 30,     December 31,
                                                 2005              2004
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  515,168        $  556,249
   Accounts receivable:
      Oil and gas sales                          408,944           300,554
                                              ----------        ----------
        Total current assets                  $  924,112        $  856,803

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 418,641           402,168

DEFERRED CHARGE                                  123,389           120,451
                                              ----------        ----------
                                              $1,466,142        $1,379,422
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  110,689        $   55,739
   Gas imbalance payable                          13,335            14,760
   Asset retirement obligation -
      current (Note 1)                            49,771            31,869
                                              ----------        ----------
        Total current liabilities             $  173,795        $  102,368

LONG-TERM LIABILITIES:
   Accrued liability                          $    7,302        $    9,828
   Asset retirement obligation
      (Note 1)                                   116,157            47,996
                                              ----------        ----------
        Total long-term liabilities           $  123,459        $   57,824

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   54,034)      ($   58,429)
   Limited Partners, issued and
      outstanding, 138,336 units               1,222,922         1,277,659
                                              ----------        ----------
        Total Partners' capital               $1,168,888        $1,219,230
                                              ----------        ----------
                                              $1,466,142        $1,379,422
                                              ==========        ==========

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

                                      -6-

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


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

REVENUES:
   Oil and gas sales                            $638,006          $545,780
   Interest income                                 2,603               744
                                                --------          --------
                                                $640,609          $546,524

COSTS AND EXPENSES:
   Lease operating                              $126,663          $ 65,180
   Production tax                                 58,331            47,089
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  49,492            14,326
   General and administrative
      (Note 2)                                    39,997            39,806
                                                --------          --------
                                                $274,483          $166,401
                                                --------          --------

NET INCOME                                      $366,126          $380,123
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 61,458          $ 58,912
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $304,668          $321,211
                                                ========          ========
NET INCOME per unit                             $   2.20          $   2.32
                                                ========          ========
UNITS OUTSTANDING                                138,336           138,336
                                                ========          ========














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

                                      -7-

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


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

REVENUES:
   Oil and gas sales                          $1,768,452        $1,587,512
   Interest income                                 6,537             1,763
                                              ----------        ----------
                                              $1,774,989        $1,589,275

COSTS AND EXPENSES:
   Lease operating                            $  350,311        $  234,273
   Production tax                                169,937           139,400
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  66,447            90,345
   General and administrative
      (Note 2)                                   139,370           137,573
                                              ----------        ----------
                                              $  726,065        $  601,591
                                              ----------        ----------

NET INCOME                                    $1,048,924        $  987,684
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  165,661        $  160,536
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  883,263        $  827,148
                                              ==========        ==========
NET INCOME per unit                           $     6.38        $     5.98
                                              ==========        ==========
UNITS OUTSTANDING                                138,336           138,336
                                              ==========        ==========











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

                                      -8-

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)
                                                   2005            2004
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $1,048,924      $  987,684
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  66,447          90,345
      Settlement of asset retirement
        obligation                                       -     (       109)
      Increase in accounts receivable -
        oil and gas sales                      (   108,390)    (    70,916)
      (Increase) decrease in deferred
        charge                                 (     2,938)          4,633
      Increase (decrease) in accounts
        payable                                     61,208     (       882)
      Decrease in gas imbalance
        payable                                (     1,425)    (       777)
      Decrease in accrued liability            (     2,526)    (     2,899)
                                                ----------      ----------
Net cash provided by operating
   activities                                   $1,061,300      $1,007,079
                                                ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($    3,115)    ($   46,537)
                                                ----------      ----------
Net cash used by investing
   activities                                  ($    3,115)    ($   46,537)
                                                ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($1,099,266)    ($  866,021)
                                                ----------      ----------
Net cash used by financing
   activities                                  ($1,099,266)    ($  866,021)
                                                ----------      ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($   41,081)     $   94,521

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             556,249         417,271
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $  515,168      $  511,792
                                                ==========      ==========

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

                                      -9-

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

                                     ASSETS


                                             September 30,     December 31,
                                                 2005              2004
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  948,335        $  682,792
   Accounts receivable:
      Oil and gas sales                          782,278           583,009
                                              ----------        ----------
        Total current assets                  $1,730,613        $1,265,801

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,571,323         1,475,924

DEFERRED CHARGE                                   54,713            48,684
                                              ----------        ----------
                                              $3,356,649        $2,790,409
                                              ==========        ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  117,313        $  123,591
   Gas imbalance payable                          75,980            83,181
   Asset retirement obligation -
      current (Note 1)                            54,470            38,950
                                              ----------        ----------
        Total current liabilities             $  247,763        $  245,722

LONG-TERM LIABILITIES:
   Accrued liability                          $  126,614        $  170,532
   Asset retirement obligation
      (Note 1)                                   371,931           165,722
                                              ----------        ----------
        Total long-term liabilities           $  498,545        $  336,254

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  116,465)      ($  136,932)
   Limited Partners, issued and
      outstanding, 244,536 units               2,726,806         2,345,365
                                              ----------        ----------
        Total Partners' capital               $2,610,341        $2,208,433
                                              ----------        ----------
                                              $3,356,649        $2,790,409
                                              ==========        ==========

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

                                      -10-

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


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

REVENUES:
   Oil and gas sales                          $1,123,255        $691,851
   Interest income                                 5,084           1,316
                                              ----------        --------
                                              $1,128,339        $693,167

COSTS AND EXPENSES:
   Lease operating                            $  162,741        $160,910
   Production tax                                 75,937          48,473
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 107,341         196,749
   General and administrative
      (Note 2)                                    68,276          68,067
                                              ----------        --------
                                              $  414,295        $474,199
                                              ----------        --------

NET INCOME                                    $  714,044        $218,968
                                              ==========        ========
GENERAL PARTNER - NET INCOME                  $   80,557        $ 39,473
                                              ==========        ========
LIMITED PARTNERS - NET INCOME                 $  633,487        $179,495
                                              ==========        ========
NET INCOME per unit                           $     2.59        $   0.74
                                              ==========        ========
UNITS OUTSTANDING                                244,536         244,536
                                              ==========        ========













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

                                      -11-

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


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

REVENUES:
   Oil and gas sales                          $3,060,079        $2,420,732
   Interest income                                11,425             3,215
   Loss on sale of oil and gas
      properties                                       -       (       891)
   Other income                                    2,541                 -
                                              ----------        ----------
                                              $3,074,045        $2,423,056

COSTS AND EXPENSES:
   Lease operating                            $  402,267        $  427,884
   Production tax                                210,108           169,447
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 201,128           307,239
   General and administrative
      (Note 2)                                   225,907           225,268
                                              ----------        ----------
                                              $1,039,410        $1,129,838
                                              ----------        ----------

NET INCOME                                    $2,034,635        $1,293,218
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  220,194        $  156,652
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,814,441        $1,136,566
                                              ==========        ==========
NET INCOME per unit                           $     7.42        $     4.65
                                              ==========        ==========
UNITS OUTSTANDING                                244,536           244,536
                                              ==========        ==========











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

                                      -12-

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)
                                                    2005           2004
                                                ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $2,034,635     $1,293,218
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  201,128        307,239
      Loss on sale of oil and gas
        properties                                        -            891
      Settlement of asset retirement
        obligation                                        -    (       131)
      Increase in accounts receivable -
        oil and gas sales                       (   199,269)   (    21,459)
      (Increase) decrease in deferred
        charge                                  (     6,029)         1,209
      Increase in accounts payable                   20,673         39,553
      Increase (decrease) in gas
        imbalance payable                       (     7,201)        47,849
      Decrease in accrued liability             (    43,918)   (    23,630)
                                                 ----------     ----------
Net cash provided by operating
   activities                                    $2,000,019     $1,644,739
                                                 ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($  101,749)   ($  107,464)
                                                 ----------     ----------
Net cash used by investing
   activities                                   ($  101,749)   ($  107,464)
                                                 ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($1,632,727)   ($1,429,401)
                                                 ----------     ----------
Net cash used by financing
   activities                                   ($1,632,727)   ($1,429,401)
                                                 ----------     ----------
NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                   $  265,543     $  107,874

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                              682,792        711,441
                                                 ----------     ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $  948,335     $  819,315
                                                 ==========     ==========

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

                                      -13-

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

                                     ASSETS


                                             September 30,     December 31,
                                                 2005              2004
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  534,351        $  432,834
   Accounts receivable:
      Oil and gas sales                          438,695           340,185
                                              ----------        ----------
        Total current assets                  $  973,046        $  773,019

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 631,934           589,161

DEFERRED CHARGE                                   12,725             8,429
                                              ----------        ----------
                                              $1,617,705        $1,370,609
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   69,453        $  131,321
   Gas imbalance payable                          41,607            41,607
   Asset retirement obligation -
      current (Note 1)                             5,857            11,975
                                              ----------        ----------
        Total current liabilities             $  116,917        $  184,903

LONG-TERM LIABILITIES:
   Accrued liability                          $  162,240        $  191,685
   Asset retirement obligation
      (Note 1)                                   179,422            97,207
                                              ----------        ----------
        Total long-term liabilities           $  341,662        $  288,892

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   40,173)      ($   55,158)
   Limited Partners, issued and
      outstanding, 131,008 units               1,199,299           951,972
                                              ----------        ----------
        Total Partners' capital               $1,159,126        $  896,814
                                              ----------        ----------
                                              $1,617,705        $1,370,609
                                              ==========        ==========

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

                                      -14-

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

REVENUES:
   Oil and gas sales                            $647,801        $397,237
   Interest income                                 2,755             979
                                                --------        --------
                                                $650,556        $398,216

COSTS AND EXPENSES:
   Lease operating                              $ 96,970        $115,595
   Production tax                                 44,634          28,056
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  37,605          11,942
   General and administrative
      (Note 2)                                    37,365          41,178
                                                --------        --------
                                                $216,574        $196,771
                                                --------        --------

INCOME FROM CONTINUING OPERATIONS               $433,982        $201,445

   Loss from discontinued
      operations (Note 3)                              -       (  67,866)
                                                --------        --------

NET INCOME                                      $433,982        $133,579
                                                ========        ========
GENERAL PARTNER - NET INCOME                    $ 46,508        $ 14,335
                                                ========        ========
LIMITED PARTNERS - NET INCOME                   $387,474        $119,244
                                                ========        ========
NET INCOME per unit                             $   2.95        $   0.91
                                                ========        ========
UNITS OUTSTANDING                                131,008         131,008
                                                ========        ========









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

                                      -15-

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

REVENUES:
   Oil and gas sales                          $1,739,907        $1,390,879
   Interest income                                 6,341             2,082
   Loss on sale of oil and gas
      properties                                       -       (       128)
   Other income                                      364                 -
                                              ----------        ----------
                                              $1,746,612        $1,392,833

COSTS AND EXPENSES:
   Lease operating                            $  235,929        $  234,776
   Production tax                                119,622            98,090
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  77,488            72,799
   General and administrative
      (Note 2)                                   132,868           135,363
                                              ----------        ----------
                                              $  565,907        $  541,028
                                              ----------        ----------

INCOME FROM CONTINUING OPERATIONS             $1,180,705        $  851,805

   Loss from discontinued
      operations (Note 3)                              -       (    88,868)

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

NET INCOME                                    $1,180,705        $  773,305
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  124,378        $   83,928
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,056,327        $  689,377
                                              ==========        ==========
NET INCOME per unit                           $     8.06        $     5.26
                                              ==========        ==========
UNITS OUTSTANDING                                131,008           131,008
                                              ==========        ==========





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

                                      -16-

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)
                                                   2005           2004
                                               ------------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $1,180,705      $773,305
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  77,488        75,617
      Loss on sale of oil and gas
        properties                                       -           128
      Settlement of asset retirement
        obligation                                       -     (      17)
      Gain on disposal of discontinued
        operations (Note 3)                              -     (  10,368)
      (Increase) decrease in accounts
        receivable - oil and gas sales         (    98,510)       59,778
      (Increase) decrease in deferred
        charge                                 (     4,296)          827
      Increase (decrease) in accounts
        payable                                (    61,449)       69,375
      Increase in gas imbalance
        payable                                          -        39,484
      Decrease in accrued liability            (    29,445)    (  42,232)
                                                ----------      --------
Net cash provided by operating
   activities                                   $1,064,493      $965,897
                                                ----------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   44,583)    ($ 15,830)
   Proceeds from the disposal of
      discontinued operations (Note 3)                   -        88,586
                                                ----------      --------
Net cash provided (used) by investing
   activities                                  ($   44,583)     $ 72,756
                                                ----------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($  918,393)    ($990,861)
                                                ----------      --------
Net cash used by financing
   activities                                  ($  918,393)    ($990,861)
                                                ----------      --------






                                      -17-

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $  101,517      $ 47,792

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             432,834       438,562
                                                ----------      --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $  534,351      $486,354
                                                ==========      ========







































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

                                      -18-

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

                                     ASSETS


                                              September 30,     December 31,
                                                  2005              2004
                                              -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $1,198,331       $1,413,497
   Accounts receivable:
      Oil and gas sales                          1,058,890          849,754
                                                ----------       ----------
        Total current assets                    $2,257,221       $2,263,251

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,000,310        1,942,054

DEFERRED CHARGE                                     39,643           48,978
                                                ----------       ----------
                                                $4,297,174       $4,254,283
                                                ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                             $  249,598       $  768,152
   Gas imbalance payable                             6,129            5,643
   Asset retirement obligation -
      current (Note 1)                              13,427           28,411
                                                ----------       ----------
        Total current liabilities               $  269,154       $  802,206

LONG-TERM LIABILITIES:
   Accrued liability                            $  279,193       $  301,594
   Asset retirement obligation
      (Note 1)                                     442,960          188,764
                                                ----------       ----------
        Total long-term liabilities             $  722,153       $  490,358

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  233,052)     ($  316,058)
   Limited Partners, issued and
      outstanding, 418,266 units                 3,538,919        3,277,777
                                                ----------       ----------
        Total Partners' capital                 $3,305,867       $2,961,719
                                                ----------       ----------
                                                $4,297,174       $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 SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,536,728        $1,103,595
   Interest income                                 6,320             3,659
                                              ----------        ----------
                                              $1,543,048        $1,107,254

COSTS AND EXPENSES:
   Lease operating                            $  266,727        $  236,393
   Production tax                                105,418            80,003
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 152,237            67,474
   General and administrative
      (Note 2)                                   116,113           119,719
                                              ----------        ----------
                                              $  640,495        $  503,589
                                              ----------        ----------

NET INCOME FROM CONTINUING OPERATIONS         $  902,553        $  603,665

   Loss from discontinued
      operations (Note 3)                              -       (   484,339)
                                              ----------        ----------

NET INCOME                                    $  902,553        $  119,326
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  103,324        $   17,640
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  799,229        $  101,686
                                              ==========        ==========
NET INCOME per unit                           $     1.91        $     0.24
                                              ==========        ==========
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 NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $4,107,355        $3,371,556
   Interest income                                16,821             7,071
                                              ----------        ----------
                                              $4,124,176        $3,378,627

COSTS AND EXPENSES:
   Lease operating                            $  755,457        $  691,008
   Production tax                                283,604           233,838
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 237,932           136,694
   General and administrative
      (Note 2)                                   370,657           375,998
                                              ----------        ----------
                                              $1,647,650        $1,437,538
                                              ----------        ----------

NET INCOME FROM CONTINUING OPERATIONS         $2,476,526        $1,941,089

   Loss from discontinued
      operations (Note 3)                              -       (   633,223)

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

NET INCOME                                    $2,476,526        $1,396,623
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  267,384        $  152,989
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $2,209,142        $1,243,634
                                              ==========        ==========
NET INCOME per unit                           $     5.28        $     2.97
                                              ==========        ==========
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 NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)
                                                   2005            2004
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $2,476,526      $1,396,623
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 237,932         155,929
      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         (   209,136)        367,466
      Decrease in deferred charge                    9,335             901
      Increase (decrease) in accounts
        payable                                (   549,992)        273,738
      Increase in gas imbalance payable                486               -
      Decrease in accrued liability            (    22,401)    (    38,937)
                                                ----------      ----------
Net cash provided by operating
   activities                                   $1,942,405      $2,066,963
                                                ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   27,202)    ($  139,581)
   Proceeds from oil and gas properties              2,009               -
   Proceeds from disposal of
      discontinued operations (Note 3)                   -         632,221
                                                ----------      ----------
Net cash provided (used) by investing
   activities                                  ($   25,193)     $  492,640
                                                ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($2,132,378)    ($2,842,231)
                                                ----------      ----------
Net cash used by financing activities          ($2,132,378)    ($2,842,231)
                                                ----------      ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($  215,166)    ($  282,628)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           1,413,497       1,513,224
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $1,198,331      $1,230,596
                                                ==========      ==========
            The accompanying condensed notes are an integral part of
                           these financial statements.

                                      -22-

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

                                     ASSETS


                                             September 30,     December 31,
                                                  2005             2004
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  794,230       $  696,460
   Accounts receivable:
      Oil and gas sales                           720,409          548,005
                                               ----------       ----------
        Total current assets                   $1,514,639       $1,244,465

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,731,520        1,727,931

DEFERRED CHARGE                                    17,337           21,947
                                               ----------       ----------
                                               $3,263,496       $2,994,343
                                               ==========       ==========

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  108,999       $   92,446
   Gas imbalance payable                            5,120            4,721
   Asset retirement obligation -
      current (Note 1)                              4,332            8,552
                                               ----------       ----------
        Total current liabilities              $  118,451       $  105,719

LONG-TERM LIABILITIES:
   Accrued liability                           $   95,107       $  105,877
   Asset retirement obligation
      (Note 1)                                    261,135          141,647
                                               ----------       ----------
        Total long-term liabilities            $  356,242       $  247,524

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  132,018)     ($  142,055)
   Limited Partners, issued and
      outstanding, 221,484 units                2,920,821        2,783,155
                                               ----------       ----------
        Total Partners' capital                $2,788,803       $2,641,100
                                               ----------       ----------
                                               $3,263,496       $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 SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                         $1,020,539         $752,555
   Interest income                                4,016              921
                                             ----------         --------
                                             $1,024,555         $753,476

COSTS AND EXPENSES:
   Lease operating                           $  153,939         $143,065
   Production tax                                54,686           41,096
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 54,598           54,989
   General and administrative
      (Note 2)                                   62,266           62,009
                                             ----------         --------
                                             $  325,489         $301,159
                                             ----------         --------

NET INCOME                                   $  699,066         $452,317
                                             ==========         ========
GENERAL PARTNER - NET INCOME                 $   36,936         $ 24,770
                                             ==========         ========
LIMITED PARTNERS - NET INCOME                $  662,130         $427,547
                                             ==========         ========
NET INCOME per unit                          $     2.99         $   1.93
                                             ==========         ========
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 NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                         $2,651,628         $2,107,070
   Interest income                               10,027              2,294
                                             ----------         ----------
                                             $2,661,655         $2,109,364

COSTS AND EXPENSES:
   Lease operating                           $  437,574         $  420,092
   Production tax                               141,972            113,825
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                132,003            112,987
   General and administrative
      (Note 2)                                  207,533            206,764
                                             ----------         ----------
                                             $  919,082         $  853,668
                                             ----------         ----------

NET INCOME                                   $1,742,573         $1,255,696
                                             ==========         ==========
GENERAL PARTNER - NET INCOME                 $   91,907         $   67,190
                                             ==========         ==========
LIMITED PARTNERS - NET INCOME                $1,650,666         $1,188,506
                                             ==========         ==========
NET INCOME per unit                          $     7.45         $     5.37
                                             ==========         ==========
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 NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)
                                                    2005           2004
                                                ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $1,742,573     $1,255,696
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  132,003        112,987
      Increase in accounts receivable
        - oil and gas sales                     (   172,404)   (   114,129)
      Decrease in deferred charge                     4,610            366
      Increase (decrease) in accounts
        payable                                      16,646    (    10,288)
      Increase in gas imbalance
        payable                                         399              -
      Decrease in accrued liability             (    10,770)   (    23,327)
                                                 ----------     ----------
Net cash provided by operating
   activities                                    $1,713,057     $1,221,305
                                                 ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($   22,735)   ($  100,813)
   Proceeds from the sale of oil
      and gas properties                              2,318          7,448
                                                 ----------     ----------
Net cash used by investing
   activities                                   ($   20,417)   ($   93,365)
                                                 ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($1,594,870)   ($1,031,681)
                                                 ----------     ----------
Net cash used by financing
   activities                                   ($1,594,870)   ($1,031,681)
                                                 ----------     ----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                   $   97,770     $   96,259

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                              696,460        521,918
                                                 ----------     ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $  794,230     $  618,177
                                                 ==========     ==========

            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
                               SEPTEMBER 30, 2005
                                   (Unaudited)


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

      The balance sheets as of September 30, 2005,  statements of operations for
      the  three  and  nine  months  ended  September  30,  2005 and  2004,  and
      statements of cash flows for the nine months ended  September 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 September 30, 2005, the results
      of operations  for the three and nine months ended  September 30, 2005 and
      2004, and the cash flows for the nine months ended  September 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  September  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.
      Estimated abandonment dates will be revised in the future based on changes
      to related  economic lives,  which vary with product prices and production
      costs.  Estimated  plugging costs may also be adjusted to reflect changing
      industry experience.  The Partnerships' asset retirement  obligations were
      revised upward for the three months ended

                                      -28-

      September  30,  2005 due to an  increase  in both the  labor and rig costs
      associated  with plugging  wells.  Cash flows would not be affected  until
      wells are actually plugged and abandoned.

      The asset  retirement  obligation will be adjusted upwards each quarter in
      order to recognize accretion of the time-related  discount factor. For the
      nine months ended  September 30, 2005,  the III-A,  III-B,  III-C,  III-D,
      III-E, and III-F Partnerships recognized  approximately $44,000,  $41,000,
      $83,000,  $29,000, $88,000, and $26,000,  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 nine months ended September 30, 2005 and 2004 are as shown below.


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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               9/30/2005         9/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, July 1                     $117,256          $112,025
      Additions and revisions                    115,243                 -
      Accretion expense                            5,775               945
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Quarter             $238,274          $112,970
                                                ========          ========


                                              Nine Months       Nine Months
                                                 Ended             Ended
                                               9/30/2005         9/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $114,955          $114,993
      Additions and revisions                    115,243                 -
      Settlements and disposals                        -         (   4,865)
      Accretion expense                            8,076             2,842
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $238,274          $112,970
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  5,357          $ 16,604
      Asset Retirement Obligation -
         Long-Term                               232,917            96,366

                                      -29-


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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               9/30/2005        b9/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, July 1                     $ 81,447          $ 80,077
      Additions and revisions                     80,508                 -
      Accretion expense                            3,973                17
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Quarter             $165,928          $ 80,094
                                                ========          ========


                                              Nine Months       Nine Months
                                                 Ended             Ended
                                               9/30/2005         9/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $ 79,865          $ 83,211
      Additions and revisions                     80,508                 -
      Settlements and disposals                        -         (   3,209)
      Accretion expense                            5,555                92
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $165,928          $ 80,094
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 49,771          $ 30,779
      Asset Retirement Obligation -
         Long-Term                               116,157            49,315

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

                                             Three Months       Three Months
                                                 Ended              Ended
                                               9/30/2005         9/30/2004
                                             ------------       ------------

      Total Asset Retirement
         Obligation, July 1                     $209,962           $198,939
      Additions and revisions                    206,049                 22
      Settlements and disposals                        -          (     131)
      Accretion expense                           10,390              1,693
                                                --------           --------
      Total Asset Retirement
         Obligation, End of Quarter             $426,401           $200,523
                                                ========           ========

                                      -30-


                                              Nine Months       Nine Months
                                                 Ended             Ended
                                               9/30/2005         9/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $204,672          $194,453
      Additions and revisions                    207,132             1,044
      Settlements and disposals                        -         (     131)
      Accretion expense                           14,597             5,157
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $426,401          $200,523
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 54,470          $ 34,286
      Asset Retirement Obligation -
         Long-Term                               371,931           166,237


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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               9/30/2005         9/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, July 1                     $111,537          $105,878
      Additions and revisions                     69,849                 3
      Settlements and disposals                        -         (      17)
      Accretion expense                            3,893               838
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Quarter             $185,279          $106,702
                                                ========          ========

                                              Nine Months       Nine Months
                                                 Ended             Ended
                                               9/30/2005         9/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $109,182          $314,031
      Additions and revisions                     70,004               149
      Settlements and disposals                        -         (      17)
      Accretion expense                            6,093             5,366
      Discontinued operations                          -         ( 212,827)
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $185,279          $106,702
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  5,857          $ 11,890
      Asset Retirement Obligation -
         Long-Term                               179,422            94,812

                                      -31-

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

                                             Three Months      Three Months
                                                Ended              Ended
                                               9/30/2005         9/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, July 1                     $216,248        $  217,719
      Additions and revisions                    228,882
      Settlements and disposals                        -                 -
      Accretion expense                           11,257             1,583
                                                --------        ----------
      Total Asset Retirement
         Obligation, End of Quarter             $456,387        $  219,302
                                                ========        ==========


                                              Nine Months       Nine Months
                                                 Ended            Ended
                                               9/30/2005         9/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $217,175        $1,768,863
      Additions and revisions                    228,882                 -
      Settlements and disposals                (   5,091)                -
      Accretion expense                           15,421            24,042
      Discontinued operations                          -       ( 1,573,603)
                                                --------        ----------
      Total Asset Retirement
         Obligation, End of Period              $456,387        $  219,302
                                                ========        ==========
      Asset Retirement Obligation -
         Current                                $ 13,427        $   23,221
      Asset Retirement Obligation -
         Long-Term                               442,960           196,081

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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               9/30/2005         9/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, July 1                     $153,610        $  146,070
      Additions and revisions                    105,768                 -
      Accretion expense                            6,089             1,521
                                                --------        ----------
      Total Asset Retirement
         Obligation, End of Quarter             $265,467        $  147,591
                                                ========        ==========


                                      -32-

                                              Nine Months       Nine Months
                                                 Ended             Ended
                                               9/30/2005         9/30/2004
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $150,199        $  142,977
      Additions and revisions                    105,768                 -
      Accretion expense                            9,500             4,614
                                                --------        ----------
      Total Asset Retirement
         Obligation, End of Period              $265,467        $  147,591
                                                ========        ==========
      Asset Retirement Obligation -
         Current                                $  4,332        $    4,485
      Asset Retirement Obligation -
         Long-Term                               261,135           143,106



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

      The Partnerships'  partnership agreements provide for reimbursement to the
      General Partner for all direct general and administrative expenses and for
      the general and  administrative  overhead  applicable to the  Partnerships
      based on an allocation of actual costs  incurred.  During the three months
      ended September 30, 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                 $ 4,752                $ 69,468
               III-B                   3,592                  36,405
               III-C                   3,923                  64,353
               III-D                   2,889                  34,476
               III-E                   6,043                 110,070
               III-F                   3,982                  58,284

      During the nine months ended  September 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                 $34,203                $208,404
               III-B                  30,155                 109,215
               III-C                  32,848                 193,059
               III-D                  29,440                 103,428
               III-E                  40,447                 330,210
               III-F                  32,681                 174,852


                                      -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 nine months ended
      September 30, 2004 were as follows:

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

                                             Three Months       Nine months
                                                 Ended             Ended
                                               9/30/2004         9/30/2004
                                             ------------      ------------

      Oil and gas sales                         ($    46)         $149,190
      Lease operating                           ( 67,798)        ( 225,400)
      Production tax                            (     22)        (   9,840)
      Depreciation, depletion, and
         amortization of oil and gas
         properties                                    -         (   2,818)
                                                 -------          --------
      Loss from discontinued
         operations                             ($67,866)        ($ 88,868)
                                                 =======          ========






                                      -34-


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

                                             Three Months       Nine months
                                                 Ended            Ended
                                               9/30/2004         9/30/2004
                                             ------------      ------------

      Oil and gas sales                        ($    328)       $1,064,866
      Lease operating                          ( 483,855)      ( 1,608,617)
      Production tax                           (     156)      (    70,237)
      Depreciation, depletion, and
         amortization of oil and gas
         properties                                    -       (    19,235)
                                                --------        ----------
      Loss from discontinued
         operations                            ($484,339)      ($  633,223)
                                                ========        ==========

















                                      -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  September  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
      fourth  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          4       November 22, 2007
         III-B       January 24, 2000           4       December 31, 2007
         III-C       February 28, 2000          4       December 31, 2007
         III-D       September 5, 2000          4       December 31, 2007
         III-E       December 26, 2000          4       December 31, 2007
         III-F       March 7, 2001              4       December 31, 2007

                                      -38-

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

                                      -39-

      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 includes certain gas balancing adjustments which cause the

                                      -41-

      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
         Production                             (  8,206)      (   89,344)
         Extensions and discoveries                  102            2,052
         Revisions of previous
            estimates                              4,869          118,783
                                                 -------        ---------

      Proved reserves, Sept. 30, 2005            104,297        3,668,091
                                                 =======        =========








                                      -42-

                                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
         Production                              ( 5,623)      (   38,044)
         Extensions and discoveries                   64              911
         Revisions of previous
            estimates                              3,784           50,798
                                                  ------        ---------

      Proved reserves, Sept. 30, 2005             62,762        1,497,037
                                                  ======        =========








                                      -43-

                                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
         Production                              ( 2,541)      (  136,692)
         Extensions and discoveries                  686           47,310
         Revisions of previous
            estimates                              7,973          205,093
                                                  ------        ---------

      Proved reserves, Sept. 30, 2005             94,527        4,865,952
                                                  ======        =========










                                      -44-

                                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
         Production                              ( 2,069)      (   71,544)
         Extensions and discoveries                  317            28,622
         Revisions of previous
            estimates                              5,614          125,700
                                                  ------        ---------

      Proved reserves, Sept. 30, 2005             87,196        2,541,693
                                                  ======        =========










                                      -45-

                                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

         Production                             (  5,431)      (  170,927)
         Extensions and discoveries                  601           66,229
         Revisions of previous
            estimates                              5,395          286,882
                                                 -------        ---------

      Proved reserves, Sept. 30, 2005            166,120        6,436,531
                                                 =======        =========

















                                      -46-

                                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
         Production                             (  5,158)      (   97,527)
         Extensions and discoveries                  435           52,312
         Revisions of previous
            estimates                              5,848          168,813
                                                 -------        ---------

      Proved reserves, Sept. 30, 2005            320,792        3,835,717
                                                 =======        =========

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

      The  following  table  indicates  the  estimated  net present value of the
      Partnerships'  proved  reserves as of September  30, 2005,  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

                                      -47-

      and gas  production  subsequent  to September  30,  2005.  There can be no
      assurance that the prices used in calculating the net present value of the
      Partnerships'  proved  reserves at  September  30,  2005 will  actually be
      realized for such production.

                          Net Present Value of Reserves (In 000's)
                       -----------------------------------------------
      Partnership       9/30/05     6/30/05     3/31/05       12/31/04
      -----------       -------     -------     -------       --------
        III-A           $27,867     $13,839     $14,547        $12,009
        III-B            12,175       6,335       6,764          5,576
        III-C            33,033      14,277      14,227         11,293
        III-D            17,821       7,812       7,970          6,265
        III-E            45,867      20,800      21,237         17,295
        III-F            31,478      15,562      16,359         13,190

                                    Oil and Gas Prices
                        ----------------------------------------------
        Pricing          9/30/05    6/30/05     3/31/05       12/31/04
      -----------        -------    -------     -------       --------
      Oil (Bbl)          $ 66.21    $ 56.63     $ 55.31        $ 43.36
      Gas (Mcf)            15.21       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.

      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:




                                      -48-

            *     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  and  the  impact  of  weather-  related
                  events;
            *     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
      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.

                                      -49-

      III-A PARTNERSHIP

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

                                           Three Months Ended September 30,
                                           --------------------------------
                                                   2005             2004
                                                ----------       ----------
      Oil and gas sales                         $1,208,182       $1,024,984
      Oil and gas production expenses           $  298,245       $  189,293
      Barrels produced                               8,206           10,084
      Mcf produced                                  89,344          111,220
      Average price/Bbl                         $    59.90       $    41.78
      Average price/Mcf                         $     8.02       $     5.43

      As shown in the table above,  total oil and gas sales  increased  $183,198
      (17.9%) for the three months ended  September  30, 2005 as compared to the
      three months ended  September  30, 2004. Of this  increase,  approximately
      $149,000  and  $232,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by decreases of approximately $79,000 and $119,000, respectively,  related
      to decreases  in volumes of oil and gas sold.  Volumes of oil and gas sold
      decreased 1,878 barrels and 21,876 Mcf, respectively, for the three months
      ended  September 30, 2005 as compared to the three months ended  September
      30,  2004.  The decrease in volumes of oil sold was  primarily  due to (i)
      normal  declines in production and (ii) the shutting-in of one significant
      well  during  mid 2005 in order to perform a  workover.  As of the date of
      this  Quarterly  Report,  the shut-in well has returned to production at a
      lower rate than  previously  experienced.  The  decrease in volumes of gas
      sold was  primarily  due to (i) normal  declines in  production,  (ii) the
      shutting-in of two significant wells during early 2005 in order to perform
      workovers,  and (iii) positive prior period volume adjustments made by the
      operators  on two other  significant  wells  during the three months ended
      September 30, 2004. As of the date of this Quarterly Report,  the operator
      has not yet determined when the shut-in wells will return to production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $108,952 (57.6%) for the three months ended
      September  30, 2005 as compared to the three  months ended  September  30,
      2004. This increase was primarily due to (i) workover expenses incurred on
      two  significant  wells during the three months ended  September 30, 2005,
      (ii) an increase in production  taxes  associated with the increase in oil
      and gas sales, and (iii) salt water disposal  expenses incurred on several
      wells during the three months ended September 30, 2005. As a percentage of
      oil and gas sales,  these expenses increased to 24.7% for the three months
      ended  September 30, 2005 from 18.5% for the three months ended  September
      30, 2004. This percentage increase


                                      -50-

      was  primarily  due to the  dollar  increase  in oil and gas  production
      expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $33,563  (127.5%) for the three months ended September 30, 2005
      as compared to the three months ended September 30, 2004. Of this increase
      (i)  approximately   $35,000  was  due  to  the  depletion  of  additional
      capitalized  costs of oil and gas  properties  as a result  of the  upward
      revision in the  estimate of the asset  retirement  obligations,  of which
      approximately  $21,000 was related to previously fully depleted wells, and
      (ii)  approximately  $5,000 was due to accretion of these additional asset
      retirement  obligations.  This  increase was  partially  offset by (i) the
      decreases  in  volumes of oil and gas sold and (ii) one  significant  well
      being fully depleted  during the three months ended September 30, 2004 due
      to the lack of remaining  reserves.  As a percentage of oil and gas sales,
      this expense  increased to 5.0% for the three months ended  September  30,
      2005  from  2.6% for the three  months  ended  September  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 remained  relatively constant for the
      three months ended September 30, 2005 and 2004. As a percentage of oil and
      gas sales,  these  expenses  decreased  to 6.1% for the three months ended
      September  30, 2005 from 7.2% for the three  months  ended  September  30,
      2004.  This  percentage  decrease was primarily due to the increase in oil
      and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2005  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2004.

                                            Nine Months Ended September 30,
                                            -------------------------------
                                                   2005             2004
                                                ----------       ----------
      Oil and gas sales                         $3,378,280       $3,115,672
      Oil and gas production expenses           $  874,567       $  635,672
      Barrels produced                              24,402           30,155
      Mcf produced                                 303,584          357,105
      Average price/Bbl                         $    52.63       $    37.54
      Average price/Mcf                         $     6.90       $     5.55

      As shown in the table above,  total oil and gas sales  increased  $262,608
      (8.4%) for the nine  months  ended  September  30, 2005 as compared to the
      nine months ended  September  30, 2004.  Of this  increase,  approximately
      $368,000  and  $408,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by decreases of approximately $216,000 and $297,000, respectively, related
      to decreases  in volumes of oil and gas sold.  Volumes of oil and gas sold
      decreased 5,753 barrels and 53,521 Mcf, respectively,  for the nine months
      ended September 30, 2005

                                      -51-

      as compared to the nine months ended  September 30, 2004.  The decrease in
      volumes  of  oil  sold  was  primarily  due  to  (i)  normal  declines  in
      production, (ii) the shutting-in of two significant wells during late 2004
      and  early to mid  2005 in  order to  perform  workovers,  and  (iii)  the
      shutting-in  of two  other  significant  wells  during  early  2005 due to
      mechanical problems.  As of the date of this Quarterly Report, the shut-in
      wells  have  returned  to  production  at a  lower  rate  than  previously
      experienced.  The decrease in volumes of gas sold was primarily due to (i)
      normal  declines  in  production,  (ii) a  positive  prior  period  volume
      adjustment  made by the operator on one  significant  well during the nine
      months  ended  September  30,  2004,  and  (iii)  the  shutting-in  of two
      significant wells during early 2005 in order to perform  workovers.  As of
      the date of this  Quarterly  Report,  the operator has not yet  determined
      when the shut-in wells will return to production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $238,895  (37.6%) for the nine months ended
      September  30, 2005 as compared to the nine  months  ended  September  30,
      2004. This increase was primarily due to (i) workover expenses incurred on
      several  wells during the nine months ended  September  30, 2005,  (ii) an
      increase in production  taxes  associated with the increase in oil and gas
      sales, and (iii) a positive prior period production tax adjustment made by
      the  operator  on one  significant  well  during  the  nine  months  ended
      September 30, 2005.  These  increases were partially  offset by a negative
      prior period  production  tax  adjustment  made by the operator on another
      significant  well during the nine months ended  September  30, 2005.  As a
      percentage of oil and gas sales, these expenses increased to 25.9% for the
      nine months ended  September 30, 2005 from 20.4% for the nine months ended
      September  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  $44,498 (29.4%) for the nine months ended September 30, 2005 as
      compared to the nine months ended  September  30, 2004.  This decrease was
      primarily due to (i) the  abandonment of one  significant  well during the
      nine  months  ended   September   30,  2004   following  an   unsuccessful
      recompletion  attempt,  (ii) the decreases in volumes of oil and gas sold,
      and (iii) another  significant  well being fully depleted  during the nine
      months ended  September  30, 2004 due to the lack of  remaining  reserves.
      These  decreases were partially  offset by increases of (i)  approximately
      $35,000 due to the  depletion of additional  capitalized  costs of oil and
      gas  properties as a result of the upward  revision in the estimate of the
      asset retirement  obligations,  of which approximately $21,000 was related
      to previously fully depleted wells, and (ii)  approximately  $5,000 due to
      accretion  of  these  additional  asset  retirement   obligations.   As  a
      percentage  of oil and gas sales,  this expense  decreased to 3.2% for the
      nine months ended

                                      -52-

      September 30, 2005 from 4.9% for the nine months ended September 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
      nine months ended  September 30, 2005 and 2004. As a percentage of oil and
      gas sales,  these  expenses  decreased  to 7.2% for the nine months  ended
      September 30, 2005 from 7.8% for the nine months ended September 30, 2004.

      The Limited Partners have received cash  distributions  through  September
      30, 2005  totaling  $40,839,701  or 154.71% of Limited  Partners'  capital
      contributions.

      III-B PARTNERSHIP

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

                                          Three Months Ended September 30,
                                          --------------------------------
                                                    2005            2004
                                                  --------        --------
      Oil and gas sales                           $638,006        $545,780
      Oil and gas production expenses             $184,994        $112,269
      Barrels produced                               5,623           6,537
      Mcf produced                                  38,044          47,789
      Average price/Bbl                           $  59.81        $  42.16
      Average price/Mcf                           $   7.93        $   5.65

      As shown in the table  above,  total oil and gas sales  increased  $92,226
      (16.9%) for the three months ended  September  30, 2005 as compared to the
      three months ended  September  30, 2004. Of this  increase,  approximately
      $99,000  and  $87,000,  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 $55,000,  respectively,  related
      to decreases  in volumes of oil and gas sold.  Volumes of oil and gas sold
      decreased  914 barrels and 9,745 Mcf,  respectively,  for the three months
      ended  September 30, 2005 as compared to the three months ended  September
      30,  2004.  The decrease in volumes of oil sold was  primarily  due to (i)
      normal  declines in production and (ii) the shutting-in of one significant
      well  during  mid 2005 in order to perform a  workover.  As of the date of
      this  Quarterly  Report,  the shut-in well has returned to production at a
      lower rate than  previously  experienced.  The  decrease in volumes of gas
      sold was  primarily  due to (i) normal  declines in  production,  (ii) the
      shutting-in of two significant wells during early 2005 in order to perform
      workovers,  and (iii) positive prior period volume adjustments made by the
      operators on two significant wells during the three months ended September
      30, 2004. As of the date of this  Quarterly  Report,  the operator has not
      yet determined when the shut-in wells will return to production.

                                      -53-

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $72,725  (64.8%) for the three months ended
      September  30, 2005 as compared to the three  months ended  September  30,
      2004. This increase was primarily due to (i) workover expenses incurred on
      two  significant  wells during the three months ended  September 30, 2005,
      (ii) an increase in production  taxes  associated with the increase in oil
      and gas sales, and (iii) salt water disposal  expenses incurred on several
      wells during the three months ended September 30, 2005. As a percentage of
      oil and gas sales,  these expenses increased to 29.0% for the three months
      ended  September 30, 2005 from 20.6% for the three months ended  September
      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
      increased  $35,166  (245.5%) for the three months ended September 30, 2005
      as compared to the three months ended September 30, 2004. Of this increase
      (i)  approximately   $35,000  was  due  to  the  depletion  of  additional
      capitalized  costs of oil and gas  properties  as a result  of the  upward
      revision in the  estimate of the asset  retirement  obligations,  of which
      approximately  $13,000 was related to previously fully depleted wells, and
      (ii)  approximately  $3,000 was due to accretion of these additional asset
      retirement  obligations.  This  increase was  partially  offset by (i) one
      significant  well  being  fully  depleted  during the three  months  ended
      September  30,  2004 due to the lack of  remaining  reserves  and (ii) the
      decreases in volumes of oil and gas sold.  As a percentage  of oil and gas
      sales, this expense increased to 7.8% for the three months ended September
      30, 2005 from 2.6% for the three months  ended  September  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 remained  relatively constant for the
      three months ended September 30, 2005 and 2004. As a percentage of oil and
      gas sales,  these  expenses  decreased  to 6.3% for the three months ended
      September  30, 2005 from 7.3% for the three  months  ended  September  30,
      2004.  This  percentage  decrease was primarily due to the increase in oil
      and gas sales.











                                      -54-

      NINE MONTHS  ENDED  SEPTEMBER  30, 2005  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2004.

                                           Nine Months Ended September 30,
                                           -------------------------------
                                                     2005          2004
                                                  ----------    ----------
      Oil and gas sales                           $1,768,452    $1,587,512
      Oil and gas production expenses             $  520,248    $  373,673
      Barrels produced                                16,733        20,316
      Mcf produced                                   128,759       145,561
      Average price/Bbl                           $    52.67    $    37.54
      Average price/Mcf                           $     6.89    $     5.67

      As shown in the table above,  total oil and gas sales  increased  $180,940
      (11.4%) for the nine months  ended  September  30, 2005 as compared to the
      nine months ended  September  30, 2004.  Of this  increase,  approximately
      $253,000  and  $157,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by decreases of approximately $134,000 and $95,000, respectively,  related
      to decreases  in volumes of oil and gas sold.  Volumes of oil and gas sold
      decreased 3,583 barrels and 16,802 Mcf, respectively,  for the nine months
      ended  September  30, 2005 as compared to the nine months ended  September
      30,  2004.  The decrease in volumes of oil sold was  primarily  due to (i)
      normal  declines in production,  (ii) the  shutting-in of two  significant
      wells  during  late  2004  and  early  to mid  2005 in  order  to  perform
      workovers, and (iii) the shutting-in of two other significant wells during
      early 2005 due to mechanical  problems.  As of the date of this  Quarterly
      Report, the shut-in wells have returned to production at a lower rate than
      previously experienced.  The decrease in volumes of gas sold was primarily
      due to (i) normal  declines in production and (ii) the  shutting-in of two
      significant wells during early 2005 in order to perform  workovers.  As of
      the date of this  Quarterly  Report,  the operator has not yet  determined
      when the shut-in wells will return to production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $146,575  (39.2%) for the nine months ended
      September  30, 2005 as compared to the nine  months  ended  September  30,
      2004. This increase was primarily due to (i) workover expenses incurred on
      several  wells during the nine months ended  September  30, 2005,  (ii) an
      increase in production  taxes  associated with the increase in oil and gas
      sales, and (iii) a positive prior period production tax adjustment made by
      the  operator  on one  significant  well  during  the  nine  months  ended
      September 30, 2005.  These  increases were partially  offset by a negative
      prior period  production  tax  adjustment  made by the operator on another
      significant  well during the nine months ended  September  30, 2005.  As a
      percentage of oil and gas sales, these expenses increased to 29.4% for the
      nine months ended  September 30, 2005 from 23.5% for the nine months ended
      September 30, 2004. This percentage increase was primarily

                                      -55-

      due to the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $23,898 (26.5%) for the nine months ended September 30, 2005 as
      compared to the nine months ended  September  30, 2004.  This decrease was
      primarily due to (i) the  abandonment of one  significant  well during the
      nine  months  ended   September   30,  2004   following  an   unsuccessful
      recompletion  attempt,  (ii) the decreases in volumes of oil and gas sold,
      and (iii) another  significant  well being fully depleted  during the nine
      months ended  September  30, 2004 due to the lack of  remaining  reserves.
      These  decreases were partially  offset by increases of (i)  approximately
      $35,000 due to the  depletion of additional  capitalized  costs of oil and
      gas  properties as a result of the upward  revision in the estimate of the
      asset retirement  obligations,  of which approximately $13,000 was related
      to previously fully depleted wells, and (ii)  approximately  $3,000 due to
      accretion  of  these  additional  asset  retirement   obligations.   As  a
      percentage  of oil and gas sales,  this expense  decreased to 3.8% for the
      nine months ended  September  30, 2005 from 5.7% for the nine months ended
      September  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 $1,797 (1.3%) for the nine
      months  ended  September  30, 2005 as  compared  to the nine months  ended
      September 30, 2004. As a percentage of oil and gas sales,  these  expenses
      decreased to 7.9% for the nine months ended  September  30, 2005 from 8.7%
      for the nine months ended September 30, 2004.

      The Limited Partners have received cash  distributions  through  September
      30, 2005  totaling  $22,770,353  or 164.60% of Limited  Partners'  capital
      contributions.

      III-C PARTNERSHIP

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

                                         Three Months Ended September 30,
                                         --------------------------------
                                                   2005            2004
                                                ----------       --------
      Oil and gas sales                         $1,123,255       $691,851
      Oil and gas production expenses           $  238,678       $209,383
      Barrels produced                               2,541          1,414
      Mcf produced                                 136,692        125,994
      Average price/Bbl                         $    59.33       $  43.23
      Average price/Mcf                         $     7.11       $   5.01

      As shown in the table above,  total oil and gas sales  increased  $431,404
      (62.4%) for the three months ended  September  30, 2005 as compared to the
      three months ended

                                      -56-

      September  30,  2004.  Of this  increase,  approximately  (i)  $41,000 and
      $288,000, respectively, were related to increases in the average prices of
      oil and gas sold and (ii) $49,000 and $53,000, respectively,  were related
      to increases  in volumes of oil and gas sold.  Volumes of oil and gas sold
      increased 1,127 barrels and 10,698 Mcf, respectively, for the three months
      ended  September 30, 2005 as compared to the three months ended  September
      30, 2004.  The increase in volumes of oil sold was primarily due to (i) an
      increase in production on several wells following the successful workovers
      of those wells during mid 2005 and (ii) the  successful  completion of two
      new wells  during  mid  2005.  The  increase  in  volumes  of gas sold was
      primarily  due to (i) the  successful  completion  of two new wells during
      late  2004  and  early  2005,  (ii)  an  increase  in  production  on  two
      significant wells following the successful workovers of those wells during
      mid to late 2004, and (iii) positive prior period volume  adjustments made
      by the  operator on two  significant  wells  during the three months ended
      September  30,  2005.  These  increases  were  partially  offset by normal
      declines in production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $29,295  (14.0%) for the three months ended
      September  30, 2005 as compared to the three  months ended  September  30,
      2004.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated  with the increase in oil and gas sales,  (ii)  workover
      expenses  incurred on two significant  wells during the three months ended
      September  30, 2005,  and (iii) a positive  prior  period lease  operating
      expense adjustment made by the operator on one significant well during the
      three months ended  September 30, 2005.  These  increases  were  partially
      offset by workover  expenses  incurred on two significant wells during the
      three months ended  September  30,  2004.  As a percentage  of oil and gas
      sales,  these  expenses  decreased  to 21.2%  for the three  months  ended
      September 30, 2005 from 30.3% for the three months ended September,  2004.
      This percentage  decrease was primarily due to the increase in oil and gas
      sales.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $89,408 (45.4%) for the three months ended September 30, 2005 as
      compared to the three months ended  September 30, 2004.  This decrease was
      primarily  due to one  significant  well being fully  depleted  during the
      three  months  ended  September  30,  2004  due to the  lack of  remaining
      reserves.  This  decrease  was  partially  offset  by an  increase  of (i)
      approximately $68,000 due to the depletion of additional capitalized costs
      of oil and gas  properties  as a  result  of the  upward  revision  in the
      estimate  of the  asset  retirement  obligations,  of which  approximately
      $39,000  was  related  to  previously   fully  depleted  wells,  and  (ii)
      approximately $8,000 due to accretion of these additional asset retirement
      obligations. This increase was also due to the increases in volumes of oil
      and gas sold. As a percentage of oil and gas sales,

                                      -57-

      this expense  decreased to 9.6% for the three months ended  September  30,
      2005 from  28.4% for the three  months  ended  September  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
      three months ended September 30, 2005 and 2004. As a percentage of oil and
      gas sales,  these  expenses  decreased  to 6.1% for the three months ended
      September  30, 2005 from 9.8% for the three  months  ended  September  30,
      2004.  This  percentage  decrease was primarily due to the increase in oil
      and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2005  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2004.

                                          Nine Months Ended September 30,
                                          -------------------------------
                                                     2005          2004
                                                  ----------   ----------
      Oil and gas sales                           $3,060,079   $2,420,732
      Oil and gas production expenses             $  612,375   $  597,331
      Barrels produced                                 7,296        6,941
      Mcf produced                                   414,412      404,508
      Average price/Bbl                           $    52.43   $    36.36
      Average price/Mcf                           $     6.46   $     5.36

      As shown in the table above,  total oil and gas sales  increased  $639,347
      (26.4%) for the nine months  ended  September  30, 2005 as compared to the
      nine months ended September 30, 2004. Of this increase,  approximately (i)
      $117,000  and  $456,000,  respectively,  were  related to increases in the
      average  prices  of oil  and  gas  sold  and  (ii)  $13,000  and  $53,000,
      respectively,  were  related to  increases in volumes of oil and gas sold.
      Volumes  of oil  and  gas  sold  increased  355  barrels  and  9,904  Mcf,
      respectively,  for the nine months ended September 30, 2005 as compared to
      the nine months ended  September 30, 2004.  The increase in volumes of oil
      sold was  primarily  due to an increase  in  production  on several  wells
      following  the  successful  workovers of those wells during mid 2005.  The
      increase  in  volumes  of gas  sold  was  primarily  due  to (i)  downward
      revisions  in the  estimates of  remaining  gas  reserves  during the nine
      months ended September 30, 2004 on one  significant  well resulting in the
      III-C Partnership  becoming over produced in excess of estimated  ultimate
      reserves  thereby  increasing gas imbalance  payable,  (ii) the successful
      completion  of two new wells  during  late 2004,  and (iii) an increase in
      production on two significant wells following the successful  workovers of
      those wells during mid to late 2004. These increases were partially offset
      by (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

                                      -58-

      is not expected to return to its previously high levels of production.

      The average gas price increased to $6.46 per Mcf for the nine months ended
      September 30, 2005 from $5.36 per Mcf for the nine months ended  September
      30,  2004.  Due to the 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 nine months ended September 30, 2004.
      This resulted in a higher  average price per Mcf for the nine months ended
      September 30, 2004 than if the liability  had not been  recorded.  No such
      material  adjustments were recorded during the nine months ended September
      30, 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $15,044  (2.5%) for the nine  months  ended
      September  30, 2005 as compared to the nine  months  ended  September  30,
      2004.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated  with the increase in oil and gas sales,  (ii)  workover
      expenses  incurred on several wells during the nine months ended September
      30,  2005,  and (iii) a positive  prior  period  lease  operating  expense
      adjustment  made by the  operator on another  significant  well during the
      nine months ended  September  30, 2005.  These  increases  were  partially
      offset by workover  expenses  incurred on several  other wells  during the
      nine months  ended  September  30, 2004.  As a  percentage  of oil and gas
      sales,  these  expenses  decreased  to  20.0%  for the nine  months  ended
      September  30, 2005 from 24.7% for the nine  months  ended  September  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
      decreased $106,111 (34.5%) for the nine months ended September 30, 2005 as
      compared to the nine months ended  September  30, 2004.  This decrease was
      primarily due to several wells being fully depleted during the nine months
      ended  September  30,  2004 due to the lack of  remaining  reserves.  This
      decrease was partially offset by an increase of (i) approximately  $68,000
      due to the  depletion  of  additional  capitalized  costs  of oil  and gas
      properties as a result of the upward revision in the estimate of the asset
      retirement  obligations,  of which  approximately  $39,000  was related to
      previously  fully depleted  wells,  and (ii)  approximately  $8,000 due to
      accretion of these additional asset retirement obligations.  This increase
      was also due to (i) one  significant  well being fully depleted during the
      nine months ended September 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 6.6% for the nine months
      ended  September  30, 2005 from 12.7% for the nine months ended  September
      30, 2004. This percentage decrease was

                                      -59-

      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
      nine months ended  September 30, 2005 and 2004. As a percentage of oil and
      gas sales,  these  expenses  decreased  to 7.4% for the nine months  ended
      September 30, 2005 from 9.3% for the nine months ended September 30, 2004.
      This percentage  decrease was primarily due to the increase in oil and gas
      sales.

      The Limited Partners have received cash  distributions  through  September
      30, 2005  totaling  $30,826,795  or 126.06% of Limited  Partners'  capital
      contributions.

      III-D PARTNERSHIP

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

                                          Three Months Ended September 30,
                                          --------------------------------
                                                  2005              2004
                                                --------          --------
      Oil and gas sales                         $647,801          $397,237
      Oil and gas production expenses           $141,604          $143,651
      Barrels produced                             2,069             1,593
      Mcf produced                                71,544            67,763
      Average price/Bbl                         $  61.08          $  41.90
      Average price/Mcf                         $   7.29          $   4.88

      As shown in the table above,  total oil and gas sales  increased  $250,564
      (63.1%) for the three months ended  September  30, 2005 as compared to the
      three months ended September 30, 2004. Of this increase, approximately (i)
      $40,000 and  $173,000,  respectively,  were  related to  increases  in the
      average  prices  of oil  and  gas  sold  and  (ii)  $20,000  and  $18,000,
      respectively,  were  related to  increases in volumes of oil and gas sold.
      Volumes  of oil  and  gas  sold  increased  476  barrels  and  3,781  Mcf,
      respectively, for the three months ended September 30, 2005 as compared to
      the three months ended  September 30, 2004. The increase in volumes of oil
      sold was primarily due to (i) an increase in production on one significant
      well following the  successful  workover of that well during late 2004 and
      (ii) the successful  completion of two new wells during early to mid 2005.
      These  increases were partially  offset by normal  declines in production.
      The increase in volumes of gas sold was  primarily  due to (i) an increase
      in production on one significant well following the successful workover of
      that well during late 2004 and (ii) the  successful  completion of two new
      wells during early to mid 2005.  These increases were partially  offset by
      (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

                                      -60-

      production  is not expected to return to its  previously  high levels of
      production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $2,047  (1.4%) for the three  months  ended
      September  30, 2005 as compared to the three  months ended  September  30,
      2004.  This decrease was primarily  due to workover  expenses  incurred on
      several  wells  during the three months ended  September  30, 2004.  These
      decreases  were  partially  offset by (i) an increase in production  taxes
      associated  with the  increase  in oil and gas sales,  (ii) an increase in
      repair and maintenance expenses incurred on several wells during the three
      months  ended  September  30, 2005 as compared to the three  months  ended
      September  30,  2004,  and  (iii)  workover   expenses   incurred  on  two
      significant  wells during the three months ended  September 30, 2005. As a
      percentage of oil and gas sales, these expenses decreased to 21.9% for the
      three  months  ended  September  30, 2005 from 36.2% for the three  months
      ended September,  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  $25,663  (214.9%) for the three months ended September 30, 2005
      as compared to the three months ended September 30, 2004. Of this increase
      (i)  approximately   $22,000  was  due  to  the  depletion  of  additional
      capitalized  costs of oil and gas  properties  as a result  of the  upward
      revision in the  estimate of the asset  retirement  obligations,  of which
      approximately  $17,000 was related to previously fully depleted wells, and
      (ii)  approximately  $3,000 was due to accretion of these additional asset
      retirement obligations. As a percentage of oil and gas sales, this expense
      increased to 5.8% for the three months ended  September 30, 2005 from 3.0%
      for the three months ended September 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 $3,813 (9.3%) for the three
      months  ended  September  30, 2005 as compared to the three  months  ended
      September 30, 2004. As a percentage of oil and gas sales,  these  expenses
      decreased to 5.8% for the three months ended September 30, 2005 from 10.4%
      for the three months ended September 30, 2004.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.








                                      -61-

      NINE MONTHS  ENDED  SEPTEMBER  30, 2005  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2004.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   2005              2004
                                                ----------        ----------
      Oil and gas sales                         $1,739,907        $1,390,879
      Oil and gas production expenses           $  355,551        $  332,866
      Barrels produced                               6,569             6,423
      Mcf produced                                 224,149           217,239
      Average price/Bbl                         $    51.85        $    35.83
      Average price/Mcf                         $     6.24        $     5.34

      As shown in the table above,  total oil and gas sales  increased  $349,028
      (25.1%) for the nine months  ended  September  30, 2005 as compared to the
      nine months ended September 30, 2004. Of this increase,  approximately (i)
      $105,000  and  $202,000,  respectively,  were  related to increases in the
      average  prices  of  oil  and  gas  sold  and  (ii)  $5,000  and  $37,000,
      respectively,  were  related to  increases in volumes of oil and gas sold.
      Volumes  of oil  and  gas  sold  increased  146  barrels  and  6,910  Mcf,
      respectively,  for the nine months ended September 30, 2005 as compared to
      the nine months ended  September 30, 2004.  The increase in volumes of oil
      sold was primarily due to (i) an increase in production on one significant
      well following the  successful  workover of that well during late 2004 and
      (ii) the successful  completion of two new wells during early to mid 2005.
      These  increases were partially  offset by normal  declines in production.
      The  increase  in volumes of gas sold was  primarily  due to (i)  downward
      revisions  in the  estimates of  remaining  gas  reserves  during the nine
      months ended September 30, 2004 on one  significant  well resulting in the
      III-D Partnership  becoming over produced in excess of estimated  ultimate
      reserves  thereby  increasing gas imbalance  payable,  (ii) an increase in
      production on another  significant well following the successful  workover
      of that well  during late 2004,  and (iii) the  successful  completion  of
      several new wells during late 2004 and early to mid 2005.  These increases
      were  partially  offset by (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  is not  expected  to  return  to its
      previously high levels of production.

      The average gas price increased to $6.24 per Mcf for the nine months ended
      September 30, 2005 from $5.34 per Mcf for the nine months ended  September
      30,  2004.  Due to the 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 nine months ended September 30, 2004.
      This resulted in a higher  average price per Mcf for the nine months ended
      September 30, 2004 than if the liability had not been recorded. No such

                                      -62-

      material  adjustments were recorded during the nine months ended September
      30, 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $22,685  (6.8%) for the nine  months  ended
      September  30, 2005 as compared to the nine  months  ended  September  30,
      2004.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated  with the increase in oil and gas sales,  (ii)  workover
      expenses  incurred on several wells during the nine months ended September
      30,  2005,  and (iii) an  increase  in  repair  and  maintenance  expenses
      incurred on several other wells during the nine months ended September 30,
      2005 as  compared to the nine  months  ended  September  30,  2004.  These
      increases were partially offset by workover  expenses  incurred on several
      other  wells  during  the nine  months  ended  September  30,  2004.  As a
      percentage of oil and gas sales, these expenses decreased to 20.4% for the
      nine months ended  September 30, 2005 from 23.9% for the nine months ended
      September  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  $4,689  (6.4%) for the nine months ended  September 30, 2005 as
      compared to the nine months ended September 30, 2004. Of this increase (i)
      approximately  $22,000 was due to the depletion of additional  capitalized
      costs of oil and gas properties as a result of the upward  revision in the
      estimate  of the  asset  retirement  obligations,  of which  approximately
      $17,000  was  related  to  previously   fully  depleted  wells,  and  (ii)
      approximately  $3,000  was due to  accretion  of  these  additional  asset
      retirement  obligations.  This  increase  was also due to an  increase  in
      depletable  oil  and  gas  properties  during  2005  primarily  due to the
      recompletion  of one  significant  well.  These  increases  were partially
      offset by (i) two  significant  wells being fully depleted during the nine
      months ended September 30, 2004 due to the lack of remaining  reserves and
      (ii) upward  revisions in the  estimates of remaining  gas reserves  since
      September  30, 2004.  As a percentage  of oil and gas sales,  this expense
      decreased to 4.5% for the nine months ended  September  30, 2005 from 5.2%
      for the nine months ended September 30, 2004. This percentage decrease was
      primarily due to the increase in the average prices of oil and gas sold.

      General and  administrative  expenses decreased $2,495 (1.8%) for the nine
      months  ended  September  30, 2005 as  compared  to the nine months  ended
      September 30, 2004. As a percentage of oil and gas sales,  these  expenses
      decreased to 7.6% for the nine months ended  September  30, 2005 from 9.7%
      for the nine months ended September 30, 2004. This percentage decrease was
      primarily due to the increase in oil and gas sales.


                                      -63-

      The Limited Partners have received cash  distributions  through  September
      30, 2005  totaling  $17,234,669  or 131.55% of Limited  Partners'  capital
      contributions.

      III-E PARTNERSHIP

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

                                           Three Months Ended September 30,
                                           --------------------------------
                                                   2005             2004
                                                ----------       ----------
      Oil and gas sales                         $1,536,728       $1,103,595
      Oil and gas production expenses           $  372,145       $  316,396
      Barrels produced                               5,431            3,420
      Mcf produced                                 170,927          179,461
      Average price/Bbl                         $    60.53       $    52.45
      Average price/Mcf                         $     7.07       $     5.15

      As shown in the table above,  total oil and gas sales  increased  $433,133
      (39.2%) for the three months ended  September  30, 2005 as compared to the
      three months ended September 30, 2004. Of this increase, approximately (i)
      $44,000 and  $328,000,  respectively,  were  related to  increases  in the
      average  prices of oil and gas sold and (ii)  $105,000  was  related to an
      increase in volumes of oil sold.  These increases were partially offset by
      a decrease of  approximately  $44,000  related to a decrease in volumes of
      gas sold.  Volumes of oil sold increased  2,011 barrels,  while volumes of
      gas sold decreased 8,534 Mcf for the three months ended September 30, 2005
      as compared to the three months ended  September 30, 2004. The increase in
      volumes of oil sold was  primarily  due to a negative  prior period volume
      adjustment made by the operator on one  significant  well during the three
      months ended  September 30, 2004.  This  increase was partially  offset by
      normal  declines in  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)  increased  $55,749  (17.6%) for the three months ended
      September  30, 2005 as compared to the three  months ended  September  30,
      2004.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated  with the increase in oil and gas sales,  (ii)  workover
      expenses incurred on several wells during the three months ended September
      30,  2005,  and (iii)  repair and  maintenance  expenses  incurred  on one
      significant  well during the three months ended September 30, 2005.  These
      increases  were  partially  offset by  workover  expenses  incurred on one
      significant  well during the three months ended  September  30, 2004. As a
      percentage of oil and gas sales, these expenses decreased to 24.2% for the
      three  months  ended  September  30, 2005 from 28.7% for the three  months
      ended September,  2004. This percentage  decrease was primarily due to the
      increase in oil and gas sales.

                                      -64-

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $84,763  (125.6%) for the three months ended September 30, 2005
      as compared to the three months ended September 30, 2004. Of this increase
      (i)  approximately   $72,000  was  due  to  the  depletion  of  additional
      capitalized  costs of oil and gas  properties  as a result  of the  upward
      revision in the  estimate of the asset  retirement  obligations,  of which
      approximately  $47,000 was related to previously fully depleted wells, and
      (ii)  approximately  $9,000 was due to accretion of these additional asset
      retirement  obligations.  This increase was also due to (i) an increase in
      depletable  oil  and  gas  properties  during  2005  primarily  due to the
      recompletion  of one  significant  well and (ii) the receipt of  equipment
      credits on one fully depleted well during the three months ended September
      30,  2004.  These  increases  were  partially  offset  by an  increase  in
      depletable  oil  and  gas  properties  during  2004  primarily  due to the
      recompletion  of two  significant  wells.  As a percentage  of oil and gas
      sales, this expense increased to 9.9% for the three months ended September
      30, 2005 from 6.1% for the three months  ended  September  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 $3,606 (3.0%) for the three
      months  ended  September  30, 2005 as compared to the three  months  ended
      September 30, 2004. As a percentage of oil and gas sales,  these  expenses
      decreased to 7.6% for the three months ended September 30, 2005 from 10.8%
      for the three months ended September 30, 2004.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2005  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2004.

                                            Nine Months Ended September 30,
                                            -------------------------------
                                                   2005            2004
                                                ----------       ----------
      Oil and gas sales                         $4,107,355       $3,371,556
      Oil and gas production expenses           $1,039,061       $  924,846
      Barrels produced                              17,811           17,182
      Mcf produced                                 515,363          538,069
      Average price/Bbl                         $    49.99       $    35.81
      Average price/Mcf                         $     6.24       $     5.12

      As shown in the table above,  total oil and gas sales  increased  $735,799
      (21.8%) for the nine months  ended  September  30, 2005 as compared to the
      nine months ended September 30, 2004. Of this increase,  approximately (i)
      $253,000  and  $577,000,  respectively,  were  related to increases in the
      average  prices of oil and gas sold and (ii)  $22,000  was  related  to an
      increase in volumes of oil sold.  These increases were partially offset by
      a decrease of approximately $116,000 related to a decrease in volumes of

                                      -65-

      gas sold. Volumes of oil sold increased 629 barrels,  while volumes of gas
      sold decreased  22,706 Mcf for the nine months ended September 30, 2005 as
      compared to the nine months  ended  September  30,  2004.  The increase in
      volumes of oil sold was  primarily  due to a negative  prior period volume
      adjustment  made by the operator on one  significant  well during the nine
      months ended  September 30, 2004.  This  increase was partially  offset by
      normal  declines in  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)  increased  $114,215  (12.3%) for the nine months ended
      September  30, 2005 as compared to the nine  months  ended  September  30,
      2004.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated  with the increase in oil and gas sales,  (ii)  workover
      expenses  incurred on several wells during the nine months ended September
      30, 2005, and (iii) repair and  maintenance  expenses  incurred on another
      significant  well during the nine months ended  September 30, 2005.  These
      increases  were  partially  offset by  workover  expenses  incurred on one
      significant  well during the nine months ended  September  30, 2004.  As a
      percentage of oil and gas sales, these expenses decreased to 25.3% for the
      nine months ended  September 30, 2005 from 27.4% for the nine months ended
      September 30, 2004.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased $101,238 (74.1%) for the nine months ended September 30, 2005 as
      compared to the nine months ended September 30, 2004. Of this increase (i)
      approximately  $72,000 was due to the depletion of additional  capitalized
      costs of oil and gas properties as a result of the upward  revision in the
      estimate  of the  asset  retirement  obligations,  of which  approximately
      $47,000  was  related  to  previously   fully  depleted  wells,  and  (ii)
      approximately  $9,000  was due to  accretion  of  these  additional  asset
      retirement  obligations.  This increase was also due to (i) an increase in
      depletable  oil  and  gas  properties  during  2005  primarily  due to the
      recompletion  of one  significant  well and (ii) the receipt of  equipment
      credits on two fully depleted wells during the nine months ended September
      30, 2004.  These  increases  were  partially  offset by (i) an increase in
      depletable  oil  and  gas  properties  during  2004  primarily  due to the
      recompletion  of two  other  significant  wells and (ii) the  decrease  in
      volumes of gas sold.  As a percentage  of oil and gas sales,  this expense
      increased to 5.8% for the nine months ended  September  30, 2005 from 4.1%
      for the nine months ended September 30, 2004. This percentage increase was
      primarily  due to the  dollar  increase  in  depreciation,  depletion  and
      amortization of oil and gas properties.



                                      -66-

      General and  administrative  expenses decreased $5,341 (1.4%) for the nine
      months  ended  September  30, 2005 as  compared  to the nine months  ended
      September 30, 2004. As a percentage of oil and gas sales,  these  expenses
      decreased to 9.0% for the nine months ended  September 30, 2005 from 11.2%
      for the nine months ended September 30, 2004. This percentage decrease was
      primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash  distributions  through  September
      30, 2005  totaling  $51,243,016  or 122.51% of Limited  Partners'  capital
      contributions.

      III-F PARTNERSHIP

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

                                          Three Months Ended September 30,
                                          --------------------------------
                                                     2005           2004
                                                  ----------      --------
      Oil and gas sales                           $1,020,539      $752,555
      Oil and gas production expenses             $  208,625      $184,161
      Barrels produced                                 5,158         5,192
      Mcf produced                                    97,527       104,753
      Average price/Bbl                           $    61.58      $  40.76
      Average price/Mcf                           $     7.21      $   5.16

      As shown in the table above,  total oil and gas sales  increased  $267,984
      (35.6%) for the three months ended  September  30, 2005 as compared to the
      three months ended  September  30, 2004. Of this  increase,  approximately
      $108,000  and  $199,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by decreases of approximately $2,000 and $37,000, respectively, related to
      decreases  in  volumes  of oil and gas sold.  Volumes  of oil and gas sold
      decreased  34 barrels and 7,226 Mcf,  respectively,  for the three  months
      ended  September 30, 2005 as compared to the three months ended  September
      30, 2004.  The decrease in volumes of oil sold was primarily due to normal
      declines in production, which decrease was partially offset by an increase
      in production on several wells  following  successful  repairs made during
      mid to late 2004. 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)  increased  $24,464  (13.3%) for the three months ended
      September  30, 2005 as compared to the three  months ended  September  30,
      2004.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated  with the increase in oil and gas sales,  (ii)  workover
      expenses incurred on several wells during the three months ended September
      30,  2005,  and (iii)  repair and  maintenance  expenses  incurred  on one
      significant  well during the three months ended September 30, 2005.  These
      increases

                                      -67-

      were partially  offset by workover  expenses  incurred on one  significant
      well during the three months ended  September 30, 2004. As a percentage of
      oil and gas sales,  these expenses decreased to 20.4% for the three months
      ended  September 30, 2005 from 24.5% for the three months ended  September
      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
      remained relatively constant for the three months ended September 30, 2005
      and 2004. A decrease in  depreciation,  depletion,  and  amortization  was
      primarily  due to (i) an increase  in  depletable  oil and gas  properties
      during 2004 primarily due to the recompletion of two significant wells and
      (ii) the decreases in volumes of oil and gas sold.  These  decreases  were
      substantially  offset by (i) an increase of  approximately  $15,000 due to
      the depletion of additional capitalized costs of oil and gas properties as
      a result of the upward  revision in the  estimate of the asset  retirement
      obligations, of which approximately $7,000 was related to previously fully
      depleted wells, (ii) an increase of approximately  $4,000 due to accretion
      of these additional asset retirement obligations, and (iii) the receipt of
      equipment credits on one fully depleted well during the three months ended
      September  30, 2004.  As a percentage  of oil and gas sales,  this expense
      decreased to 5.3% for the three months ended  September 30, 2005 from 7.3%
      for the three months ended September 30, 2004.  This  percentage  decrease
      was primarily  due to the  increases in the average  prices of oil and gas
      sold.

      General and administrative  expenses remained  relatively constant for the
      three months ended September 30, 2005 and 2004. As a percentage of oil and
      gas sales,  these  expenses  decreased  to 6.1% for the three months ended
      September  30, 2005 from 8.2% for the three  months  ended  September  30,
      2004.  This  percentage  decrease was primarily due to the increase in oil
      and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2005  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2004.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                     2005            2004
                                                  ----------      ----------
      Oil and gas sales                           $2,651,628      $2,107,070
      Oil and gas production expenses             $  579,546      $  533,917
      Barrels produced                                15,536          14,979
      Mcf produced                                   287,031         306,840
      Average price/Bbl                           $    53.46      $    36.64
      Average price/Mcf                           $     6.34      $     5.08

      As shown in the table above,  total oil and gas sales  increased  $544,558
      (25.8%) for the nine months  ended  September  30, 2005 as compared to the
      nine months ended

                                      -68-

      September  30,  2004.  Of this  increase,  approximately  (i) $261,000 and
      $364,000, respectively, were related to increases in the average prices of
      oil and gas sold and (ii) $21,000 was related to an increase in volumes of
      oil  sold.  These  increases  were  partially  offset  by  a  decrease  of
      approximately  $101,000  related  to a  decrease  in  volumes of gas sold.
      Volumes  of oil sold  increased  557  barrels,  while  volumes of gas sold
      decreased  19,809 Mcf for the nine  months  ended  September  30,  2005 as
      compared to the nine months  ended  September  30,  2004.  The increase in
      volumes of oil sold was  primarily due to (i) an increase in production on
      several wells following the successful workovers of those wells during mid
      to late 2004 and (ii) an increase  in  production  on several  other wells
      following successful repairs made during mid to late 2004. These increases
      were partially  offset by normal  declines in 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)  increased  $45,629  (8.5%) for the nine  months  ended
      September  30, 2005 as compared to the nine  months  ended  September  30,
      2004.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated  with the increase in oil and gas sales,  (ii)  workover
      expenses  incurred on several wells during the nine months ended September
      30,  2005,  and (iii)  repair and  maintenance  expenses  incurred  on one
      significant  well during the nine months ended  September 30, 2005.  These
      increases  were  partially  offset by  expenses  incurred  during the nine
      months ended September 30, 2004 for an unsuccessful  workover performed on
      one significant well. As a percentage of oil and gas sales, these expenses
      decreased to 21.9% for the nine months ended September 30, 2005 from 25.3%
      for the nine months ended September 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  $19,016 (16.8%) for the nine months ended September 30, 2005 as
      compared to the nine months ended September 30, 2004. Of this increase (i)
      approximately  $15,000 was due to the depletion of additional  capitalized
      costs of oil and gas properties as a result of the upward  revision in the
      estimate  of the  asset  retirement  obligations,  of which  approximately
      $7,000  was  related  to  previously   fully  depleted  wells,   and  (ii)
      approximately  $4,000  was due to  accretion  of  these  additional  asset
      retirement  obligations.  This  increase  was also due to the  receipt  of
      equipment credits on two fully depleted wells during the nine months ended
      September  30,  2004.  These  increases  were  partially  offset by (i) an
      increase in depletable oil and gas properties during 2004 primarily due to
      the recompletion of two significant wells and (ii) the decrease in volumes
      of gas sold. As a percentage of oil and gas sales,  this expense decreased
      to 5.0% for the nine  months  ended  September  30, 2005 from 5.4% for the
      nine months ended September 30, 2004.

                                      -69-

      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 2005 and 2004. As a percentage of oil and
      gas sales,  these  expenses  decreased  to 7.8% for the nine months  ended
      September 30, 2005 from 9.8% for the nine months ended September 30, 2004.
      This percentage  decrease was primarily due to the increase in oil and gas
      sales.

      The Limited Partners have received cash  distributions  through  September
      30,  2005  totaling  $21,185,904  or 95.65% of Limited  Partners'  capital
      contributions.






















                                      -70-

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.




















                                      -71-

                           PART II. OTHER INFORMATION


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.

            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.

                                      -72-

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

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

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

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

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


                                      -73-

                                   SIGNATURES

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


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

                                    (Registrant)

                                    BY:   GEODYNE RESOURCES, INC.

                                          General Partner


Date:  November 14, 2005            By:     /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  November 14, 2005            By:     /s/Craig D. Loseke
                                       --------------------------------
                                            (Signature)
                                            Craig D. Loseke
                                            Chief Accounting Officer













                                      -74-


                                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.


                                      -75-

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.


                                      -76-