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 March 31, 2006

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
                            ------                    ------





                                      -1-





Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule  12b-2 of the  Exchange  Act (check
one):

                             Large accelerated filer
                  --------

                             Accelerated filer
                  --------

                      X      Non-accelerated filer
                  --------


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


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

The  Depositary  Units are not publicly  traded;  therefore,  Registrant  cannot
compute the aggregate market value of the voting units held by non-affiliates of
the Registrant.






                                      -2-






                        PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

                                     ASSETS

                                               March 31,       December 31,
                                                 2006              2005
                                             ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $1,188,265        $1,209,317
   Accounts receivable:
      Oil and gas sales                          595,822           831,772
                                              ----------        ----------
        Total current assets                  $1,784,087        $2,041,089

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 751,306           775,391

DEFERRED CHARGE                                  190,240           190,240
                                              ----------        ----------
                                              $2,725,633        $3,006,720
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  126,927        $  126,411
   Gas imbalance payable                          17,660            17,660
   Asset retirement obligation -
      current (Note 1)                            18,263            14,606
                                              ----------        ----------
        Total current liabilities             $  162,850        $  158,677

LONG-TERM LIABILITIES:
   Accrued liability                          $   27,120        $   27,120
   Asset retirement obligation
      (Note 1)                                   270,432           270,650
                                              ----------        ----------
        Total long-term liabilities           $  297,552        $  297,770

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   90,370)      ($   59,217)
   Limited Partners, issued and
      outstanding, 263,976 units               2,355,601         2,609,490
                                              ----------        ----------
        Total Partners' capital               $2,265,231        $2,550,273
                                              ----------        ----------
                                              $2,725,633        $3,006,720
                                              ==========        ==========

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



                                      -3-





               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (Unaudited)


                                                 2006              2005
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,113,320        $1,033,696
   Interest income                                 9,146             3,881
                                              ----------        ----------
                                              $1,122,466        $1,037,577

COSTS AND EXPENSES:
   Lease operating                            $  164,913        $  263,228
   Production tax                                 88,505            99,120
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  27,490            23,989
   General and administrative
      (Note 2)                                    97,480            94,964
                                              ----------        ----------
                                              $  378,388        $  481,301
                                              ----------        ----------

NET INCOME                                    $  744,078        $  556,276
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   75,967        $   57,399
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  668,111        $  498,877
                                              ==========        ==========
NET INCOME per unit                           $     2.53        $     1.89
                                              ==========        ==========
UNITS OUTSTANDING                                263,976           263,976
                                              ==========        ==========


















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



                                      -4-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (Unaudited)

                                                  2006             2005
                                              ------------     ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $  744,078       $  556,276
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 27,490           23,989
      (Increase) decrease in accounts
        receivable - oil and gas sales            235,950      (     9,944)
      Increase in accounts payable                  8,712          129,599
                                               ----------       ----------
Net cash provided by operating
   activities                                  $1,016,230       $  699,920
                                               ----------       ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($    8,162)     ($   10,155)
                                               ----------       ----------
Net cash used by investing activities         ($    8,162)     ($   10,155)
                                               ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($1,029,120)     ($  758,391)
                                               ----------       ----------
Net cash used by financing activities         ($1,029,120)     ($  758,391)
                                               ----------       ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                ($   21,052)     ($   68,626)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          1,209,317        1,038,719
                                               ----------       ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $1,188,265       $  970,093
                                               ==========       ==========











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



                                      -5-




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

                                     ASSETS


                                               March 31,       December 31,
                                                 2006              2005
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  575,739        $  604,086
   Accounts receivable:
      Oil and gas sales                          324,808           433,785
                                              ----------        ----------
        Total current assets                  $  900,547        $1,037,871

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 400,852           414,293

DEFERRED CHARGE                                  125,644           125,644
                                              ----------        ----------
                                              $1,427,043        $1,577,808
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   80,934        $   76,295
   Gas imbalance payable                           9,707             9,707
   Asset retirement obligation -
      current (Note 1)                            10,985             9,255
                                              ----------        ----------
        Total current liabilities             $  101,626        $   95,257

LONG-TERM LIABILITIES:
   Accrued liability                          $    9,664        $    9,664
   Asset retirement obligation
      (Note 1)                                   175,810           175,358
                                              ----------        ----------
        Total long-term liabilities           $  185,474        $  185,022

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   59,238)      ($   35,041)
   Limited Partners, issued and
      outstanding, 138,336 units               1,199,181         1,332,570
                                              ----------        ----------
        Total Partners' capital               $1,139,943        $1,297,529
                                              ----------        ----------
                                              $1,427,043        $1,577,808
                                              ==========        ==========



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



                                      -6-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (Unaudited)


                                                  2006              2005
                                                --------          --------

REVENUES:
   Oil and gas sales                            $590,471          $525,153
   Interest income                                 4,426             1,992
                                                --------          --------
                                                $594,897          $527,145

COSTS AND EXPENSES:
   Lease operating                              $105,161          $161,378
   Production tax                                 50,283            55,862
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  15,623             4,530
   General and administrative
      (Note 2)                                    62,496            60,250
                                                --------          --------
                                                $233,563          $282,020
                                                --------          --------

NET INCOME                                      $361,334          $245,125
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 55,723          $ 37,104
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $305,611          $208,021
                                                ========          ========
NET INCOME per unit                             $   2.21          $   1.50
                                                ========          ========
UNITS OUTSTANDING                                138,336           138,336
                                                ========          ========


















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



                                      -7-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (Unaudited)
                                                    2006            2005
                                                 ----------      ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                     $361,334        $245,125
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  15,623           4,530
      (Increase) decrease in accounts
        receivable - oil and gas sales             108,977       (  16,664)
      Increase in accounts payable                  10,115          83,971
                                                  --------        --------
Net cash provided by operating
   activities                                     $496,049        $316,962
                                                  --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                          ($  5,476)      ($    328)
   Proceeds from sale of oil and gas
      properties                                         -           2,473
                                                  --------        --------
Net cash provided (used) by investing
   activities                                    ($  5,476)       $  2,145
                                                  --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                            ($518,920)      ($400,848)
                                                  --------        --------
Net cash used by financing
   activities                                    ($518,920)      ($400,848)
                                                  --------        --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                   ($ 28,347)      ($ 81,741)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             604,086         556,249
                                                  --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                  $575,739        $474,508
                                                  ========        ========








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



                                      -8-




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

                                     ASSETS


                                               March 31,       December 31,
                                                 2006              2005
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $1,057,842        $1,013,378
   Accounts receivable:
      Oil and gas sales                          699,924           884,091
      Related party (Note 2)                      10,461                 -
                                              ----------        ----------
        Total current assets                  $1,768,227        $1,897,469

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,693,846         1,544,711

DEFERRED CHARGE                                   62,603            62,603
                                              ----------        ----------
                                              $3,524,676        $3,504,783
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  218,383        $  263,892
   Gas imbalance payable                          67,556            76,928
   Asset retirement obligation -
      current (Note 1)                            20,579            19,679
                                              ----------        ----------
        Total current liabilities             $  306,518        $  360,499

LONG-TERM LIABILITIES:
   Accrued liability                          $  124,681        $  124,681
   Asset retirement obligation
      (Note 1)                                   358,936           355,551
                                              ----------        ----------
        Total long-term liabilities           $  483,617        $  480,232

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  120,353)      ($  105,515)
   Limited Partners, issued and
      outstanding, 244,536 units               2,854,894         2,769,567
                                              ----------        ----------
        Total Partners' capital               $2,734,541        $2,664,052
                                              ----------        ----------
                                              $3,524,676        $3,504,783
                                              ==========        ==========


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



                                      -9-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (Unaudited)


                                                 2006             2005
                                              ----------       ----------

REVENUES:
   Oil and gas sales                          $1,232,981        $954,505
   Interest income                                 7,611           2,423
   Other income                                        -           1,741
                                              ----------        --------
                                              $1,240,592        $958,669

COSTS AND EXPENSES:
   Lease operating                            $  185,312        $156,333
   Production tax                                 90,563          64,819
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  54,431          52,036
   General and administrative
      (Note 2)                                    91,992          89,518
                                              ----------        --------
                                              $  422,298        $362,706
                                              ----------        --------

NET INCOME                                    $  818,294        $595,963
                                              ==========        ========
GENERAL PARTNER - NET INCOME                  $   85,967        $ 63,881
                                              ==========        ========
LIMITED PARTNERS - NET INCOME                 $  732,327        $532,082
                                              ==========        ========
NET INCOME per unit                           $     2.99        $   2.18
                                              ==========        ========
UNITS OUTSTANDING                                244,536         244,536
                                              ==========        ========

















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



                                      -10-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (Unaudited)
                                                    2006            2005
                                                ------------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $  818,294       $595,963
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                   54,431         52,036
      Settlement of asset retirement
        obligation                              (       109)             -
      (Increase) decrease in accounts
        receivable - oil and gas sales              184,167      (  45,477)
      Increase in accounts receivable -
        related party                           (    10,461)             -
      Increase (decrease) in accounts
        payable                                 (    58,628)        30,654
      Decrease in gas imbalance payable         (     9,372)             -
                                                 ----------       --------
Net cash provided by operating
   activities                                    $  978,322       $633,176
                                                 ----------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($  186,053)     ($ 38,757)
                                                 ----------       --------
Net cash used by investing
   activities                                   ($  186,053)     ($ 38,757)
                                                 ----------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($  747,805)     ($408,309)
                                                 ----------       --------
Net cash used by financing
   activities                                   ($  747,805)     ($408,309)
                                                 ----------       --------
NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                   $   44,464       $186,110

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            1,013,378        682,792
                                                 ----------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $1,057,842       $868,902
                                                 ==========       ========





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



                                      -11-




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

                                     ASSETS


                                               March 31,       December 31,
                                                 2006              2005
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  549,346        $  547,247
   Accounts receivable:
      Oil and gas sales                          436,252           527,187
                                              ----------        ----------
        Total current assets                  $  985,598        $1,074,434

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 786,396           651,461

DEFERRED CHARGE                                   15,342            15,342
                                              ----------        ----------
                                              $1,787,336        $1,741,237
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  139,132        $  155,178
   Accounts payable - related
      party (Note 2)                               4,547                 -
   Gas imbalance payable                          41,607            42,943
   Asset retirement obligation -
      current (Note 1)                            17,613            17,420
                                              ----------        ----------
        Total current liabilities             $  202,899        $  215,541

LONG-TERM LIABILITIES:
   Accrued liability                          $  153,747        $  153,747
   Asset retirement obligation
      (Note 1)                                   186,115           186,678
                                              ----------        ----------
        Total long-term liabilities           $  339,862        $  340,425

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   37,858)      ($   29,279)
   Limited Partners, issued and
      outstanding, 131,008 units               1,282,433         1,214,550
                                              ----------        ----------
        Total Partners' capital               $1,244,575        $1,185,271
                                              ----------        ----------
                                              $1,787,336        $1,741,237
                                              ==========        ==========

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



                                      -12-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (Unaudited)
                                                  2006            2005
                                                --------        --------

REVENUES:
   Oil and gas sales                            $714,986        $535,061
   Interest income                                 4,061           1,397
   Other income                                        -             249
                                                --------        --------
                                                $719,047        $536,707

COSTS AND EXPENSES:
   Lease operating                              $116,957        $ 88,145
   Production tax                                 51,389          36,578
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  33,147          17,037
   General and administrative
      (Note 2)                                    60,376          58,146
                                                --------        --------
                                                $261,869        $199,906
                                                --------        --------

NET INCOME                                      $457,178        $336,801
                                                ========        ========
GENERAL PARTNER - NET INCOME                    $ 48,295        $ 35,051
                                                ========        ========
LIMITED PARTNERS - NET INCOME                   $408,883        $301,750
                                                ========        ========
NET INCOME per unit                             $   3.12        $   2.30
                                                ========        ========
UNITS OUTSTANDING                                131,008         131,008
                                                ========        ========



















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



                                      -13-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (Unaudited)
                                                    2006          2005
                                                 ----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                     $457,178      $336,801
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  33,147        17,037
      Settlement of asset retirement
        obligation                               (   1,152)            -
      (Increase) decrease in accounts
        receivable - oil and gas sales              90,935     (  28,306)
      Decrease in accounts payable               (  22,901)    (  48,893)
      Increase in accounts payable -
        related party                                4,547             -
      Decrease in gas imbalance
        payable                                  (   1,336)            -
                                                  --------      --------
Net cash provided by operating
   activities                                     $560,418      $276,639
                                                  --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                          ($160,445)    ($  4,810)
                                                  --------      --------
Net cash used by investing
   activities                                    ($160,445)    ($  4,810)
                                                  --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                            ($397,874)    ($220,900)
                                                  --------      --------
Net cash used by financing
   activities                                    ($397,874)    ($220,900)
                                                  --------      --------
NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                    $  2,099      $ 50,929

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             547,247       432,834
                                                  --------      --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                  $549,346      $483,763
                                                  ========      ========






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



                                      -14-




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

                                     ASSETS


                                                 March 31,      December 31,
                                                   2006             2005
                                               ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $1,492,289       $1,460,559
   Accounts receivable:
      Oil and gas sales                            952,432        1,272,925
                                                ----------       ----------
        Total current assets                    $2,444,721       $2,733,484

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,929,648        1,981,508

DEFERRED CHARGE                                     40,254           40,254
                                                ----------       ----------
                                                $4,414,623       $4,755,246
                                                ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                             $  223,018       $  324,885
   Accrued liability - other (Note 1)               11,865                -
   Gas imbalance payable                            16,538           16,538
   Asset retirement obligation -
      current (Note 1)                              24,256           23,971
                                                ----------       ----------
        Total current liabilities               $  275,677       $  365,394

LONG-TERM LIABILITIES:
   Accrued liability                            $  254,420       $  254,420
   Asset retirement obligation
      (Note 1)                                     418,581          413,791
                                                ----------       ----------
        Total long-term liabilities             $  673,001       $  668,211

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  245,628)     ($  197,010)
   Limited Partners, issued and
      outstanding, 418,266 units                 3,711,573        3,918,651
                                                ----------       ----------
        Total Partners' capital                 $3,465,945       $3,721,641
                                                ----------       ----------
                                                $4,414,623       $4,755,246
                                                ==========       ==========


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



                                      -15-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (Unaudited)


                                                 2006              2005
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,299,778        $1,216,684
   Interest income                                11,108             4,549
   Other income                                   10,740                 -
                                              ----------        ----------
                                              $1,321,626        $1,221,233

COSTS AND EXPENSES:
   Lease operating                            $  230,151        $  274,873
   Production tax                                 83,495            84,095
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  71,757            43,786
   General and administrative
      (Note 2)                                   140,368           137,518
                                              ----------        ----------
                                              $  525,771        $  540,272
                                              ----------        ----------

NET INCOME                                    $  795,855        $  680,961
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   84,933        $   71,582
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  710,922        $  609,379
                                              ==========        ==========
NET INCOME per unit                           $     1.70        $     1.46
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========

















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



                                      -16-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (Unaudited)
                                                   2006            2005
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $  795,855      $  680,961
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  71,757          43,786
      Decrease in accounts receivable -
        oil and gas sales                          320,493          88,269
      Decrease in accounts payable             (    40,944)    (   500,577)
      Increase in accrued liability -
        other                                       11,865               -
                                                ----------      ----------
Net cash provided by operating
   activities                                   $1,159,026      $  312,439
                                                ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($   75,745)    ($   10,469)
                                                ----------      ----------
Net cash used by investing
   activities                                  ($   75,745)    ($   10,469)
                                                ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($1,051,551)    ($  370,331)
                                                ----------      ----------
Net cash used by financing
   activities                                  ($1,051,551)    ($  370,331)
                                                ----------      ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $   31,730     ($   68,361)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           1,460,559       1,413,497
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $1,492,289      $1,345,136
                                                ==========      ==========








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



                                      -17-




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

                                     ASSETS


                                                March 31,      December 31,
                                                  2006             2005
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  963,052       $1,062,866
   Accounts receivable:
      Oil and gas sales                           599,445          797,469
                                               ----------       ----------
        Total current assets                   $1,562,497       $1,860,335

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,644,546        1,680,470

DEFERRED CHARGE                                    17,132           17,132
                                               ----------       ----------
                                               $3,224,175       $3,557,937
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  161,624       $  176,398
   Gas imbalance payable                           13,857           13,857
   Asset retirement obligation -
      current (Note 1)                              1,969            1,948
                                               ----------       ----------
        Total current liabilities              $  177,450       $  192,203

LONG-TERM LIABILITIES:
   Accrued liability                           $   84,584       $   84,584
   Asset retirement obligation
      (Note 1)                                    279,705          276,256
                                               ----------       ----------
        Total long-term liabilities            $  364,289       $  360,840

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  114,555)     ($  126,897)
   Limited Partners, issued and
      outstanding, 221,484 units                2,796,991        3,131,791
                                               ----------       ----------
        Total Partners' capital                $2,682,436       $3,004,894
                                               ----------       ----------
                                               $3,224,175       $3,557,937
                                               ==========       ==========



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



                                      -18-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (Unaudited)



                                                 2006             2005
                                               --------         --------

REVENUES:
   Oil and gas sales                           $861,866         $819,952
   Interest income                                8,023            2,585
   Other income                                   9,018                -
                                               --------         --------
                                               $878,907         $822,537

COSTS AND EXPENSES:
   Lease operating                             $171,071         $163,857
   Production tax                                48,119           43,993
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 43,775           37,151
   General and administrative
      (Note 2)                                   85,567           83,143
                                               --------         --------
                                               $348,532         $328,144
                                               --------         --------

NET INCOME                                     $530,375         $494,393
                                               ========         ========
GENERAL PARTNER - NET INCOME                   $ 56,175         $ 26,076
                                               ========         ========
LIMITED PARTNERS - NET INCOME                  $474,200         $468,317
                                               ========         ========
NET INCOME per unit                            $   2.14         $   2.11
                                               ========         ========
UNITS OUTSTANDING                               221,484          221,484
                                               ========         ========
















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



                                      -19-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (Unaudited)
                                                    2006           2005
                                                ------------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $  530,375       $494,393
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                   43,775         37,151
      (Increase) decrease in accounts
        receivable - oil and gas sales              198,024      (  14,322)
      Increase (decrease) in accounts
        payable                                 (     8,558)        28,213
                                                 ----------       --------
Net cash provided by operating
   activities                                    $  763,616       $545,435
                                                 ----------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($   10,597)     ($  7,912)
                                                 ----------       --------
Net cash used by investing
   activities                                   ($   10,597)     ($  7,912)
                                                 ----------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($  852,833)     ($451,091)
                                                 ----------       --------
Net cash used by financing
   activities                                   ($  852,833)     ($451,091)
                                                 ----------       --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             ($   99,814)      $ 86,432

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            1,062,866        696,460
                                                 ----------       --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $  963,052       $782,892
                                                 ==========       ========









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



                                      -20-




            GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                 CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (Unaudited)



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

      The balance sheets as of March 31, 2006,  statements of operations for the
      three months ended March 31, 2006 and 2005,  and  statements of cash flows
      for the three months  ended March 31, 2006 and 2005 have been  prepared by
      Geodyne  Resources,  Inc., the General  Partner of the  Partnerships  (the
      "General  Partner"),  without  audit.  In the  opinion of  management  the
      financial statements referred to above include all necessary  adjustments,
      consisting  of  normal  recurring  adjustments,   to  present  fairly  the
      financial  position at March 31, 2006,  the results of operations  for the
      three  months  ended March 31,  2006 and 2005,  and the cash flows for the
      three months ended March 31, 2006 and 2005.

      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, 2005. The
      results  of  operations  for the  period  ended  March  31,  2006  are not
      necessarily indicative of the results to be expected for the full year.

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


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

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



                                      -21-





      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.  During  the  year  ended  December  31,  2005,  the
      Partnerships'  asset retirement  obligations were revised upward 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
      three months ended March 31, 2006, the III-A,  III-B, III-C, III-D, III-E,
      and III-F Partnerships  recognized  approximately $9,000,  $6,000, $9,000,
      $5,000, $12,000, and $7,000, 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
      months ended March 31, 2006 and 2005 are as shown below.




                                      -22-




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

                                             Three Months      Three Months
                                                Ended             Ended
                                              3/31/2006         3/31/2005
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $285,256          $114,955
      Accretion expense                            3,439             1,150
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $288,695          $116,105
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 18,263          $  6,589
      Asset Retirement Obligation -
         Long-Term                               270,432           109,516


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

                                             Three Months      Three Months
                                                Ended             Ended
                                              3/31/2006         3/31/2005
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $184,613          $ 79,865
      Accretion expense                            2,182               774
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $186,795          $ 80,639
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 10,985          $ 26,223
      Asset Retirement Obligation -
         Long-Term                               175,810            54,416



                                      -23-




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

                                             Three Months      Three Months
                                                Ended             Ended
                                              3/31/2006         3/31/2005
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $375,230          $204,672
      Additions and revisions                          -             1,069
      Settlements and disposals                (     109)                -
      Accretion expense                            4,394             2,095
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $379,515          $207,836
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 20,579          $ 27,005
      Asset Retirement Obligation -
         Long-Term                               358,936           180,831



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

                                             Three Months      Three Months
                                                Ended             Ended
                                              3/31/2006         3/31/2005
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $204,098          $109,182
      Additions and revisions                          -               155
      Settlements and disposals                (   2,732)                -
      Accretion expense                            2,362             1,094
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $203,728          $110,431
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 17,613          $  3,814
      Asset Retirement Obligation -
         Long-Term                               186,115           106,617




                                      -24-





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

                                             Three Months      Three Months
                                                Ended             Ended
                                              3/31/2006         3/31/2005
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $437,762          $217,175
      Accretion expense                            5,075             2,068
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $442,837          $219,243
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 24,256          $ 15,403
      Asset Retirement Obligation -
         Long-Term                               418,581           203,840


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


                                             Three Months      Three Months
                                                Ended             Ended
                                              3/31/2006         3/31/2005
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $278,204          $150,199
      Accretion expense                            3,470             1,698
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $281,674          $151,897
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  1,969          $  6,024
      Asset Retirement Obligation -
         Long-Term                               279,705           145,873



                                      -25-




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

      The Partnerships'  partnership agreements provide for reimbursement to the
      General Partner for all direct general and administrative expenses and for
      the general and  administrative  overhead  applicable to the  Partnerships
      based on an allocation of actual costs  incurred.  During the three months
      ended March 31,  2006,  the  following  payments  were made to the General
      Partner or its affiliates by the Partnerships:

                                 Direct General          Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               III-A                 $28,012                $ 69,468
               III-B                  26,091                  36,405
               III-C                  27,639                  64,353
               III-D                  25,900                  34,476
               III-E                  30,298                 110,070
               III-F                  27,283                  58,284

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


      ACCOUNTS RECEIVABLE - RELATED PARTY
      ----------------------------------

      The Accounts  Receivable  - Related  Party at March 31, 2006 for the III-C
      Partnership  represents  affiliated  partnerships'  share  of oil  and gas
      production  expenses initially paid by the III-C Partnership that have not
      yet been  reimbursed by the affiliated  partnerships as of March 31, 2006.
      Such amounts will be received during the second quarter of 2006.


      ACCOUNTS PAYABLE - RELATED PARTY
      --------------------------------

      The  Accounts  Payable  - Related  Party at March  31,  2006 for the III-D
      Partnership  represents  the  III-D  Partnership's  share  of oil  and gas
      production  expenses initially paid by the III-C Partnership that have not
      been  reimbursed by the III-D  Partnership to the III-C  Partnership as of
      March 31, 2006.  Such amounts will be repaid during the second  quarter of
      2006.

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

      The Accrued  Liability - Other at March 31, 2006 for the III-E Partnership
      represents a charge accrued for the  settlement of a lawsuit  brought by a
      royalty owner in the Karon Unit located in Live Oak County, Texas.



                                      -26-




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

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

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

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


GENERAL
- -------

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



                                      -27-





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

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

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

                  III-A          November 22, 1989           $26,397,600
                  III-B          January 24, 1990             13,833,600
                  III-C          February 27, 1990            24,453,600
                  III-D          September 5, 1990            13,100,800
                  III-E          December 26, 1990            41,826,600
                  III-F          March 7, 1991                22,148,400

      In general,  the amount of funds  available for  acquisition  of producing
      properties was equal to the capital contributions of the Limited Partners,
      less 15% for sales  commissions and  organization and management fees. All
      of the Partnerships have fully invested their capital contributions.

      Net proceeds from the  operations  less  necessary  operating  capital are
      distributed to the Limited Partners on a quarterly basis. Revenues and net
      proceeds of a Partnership  are largely  dependent  upon the volumes of oil
      and gas sold and the  prices  received  for  such oil and gas.  While  the
      General  Partner cannot predict  future  pricing  trends,  it believes the
      working  capital  available  as of  March  31,  2006  and the net  revenue
      generated from future operations will provide  sufficient  working capital
      to meet current and future obligations.

      Occasional  expenditures for new wells, well  recompletions,  or workovers
      may,  however,  reduce  or  eliminate  cash  available  for  a  particular
      quarterly  distribution.  During the three  months  ended March 31,  2006,
      capital expenditures for the III-C and III-D Partnerships totaled $199,000
      and $167,000,  respectively.  These expenditures were primarily due to the
      recompletion  of the Sugg AA 3067 #1 well located in Irion County,  Texas.
      The III-C and III-D  Partnerships  own working  interests of approximately
      34.2% and 28.6%, respectively, in this well.

      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



                                      -28-




      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

      As of the date of this Quarterly  Report,  the General Partner has not yet
      determined whether to further extend the term of any Partnership.


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.




                                      -29-





      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.


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



                                      -30-




      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 gas
      volume to differ from the reserve reports prepared by the General Partner.



                                      -31-




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

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

      Proved reserves, Dec. 31, 2005              96,735        3,483,848
         Production                              ( 6,820)      (   97,516)
         Extensions and discoveries                    2            3,176
         Revisions of previous
            estimates                            (   215)      (   53,212)
                                                  ------        ---------

      Proved reserves, March 31, 2006             89,702        3,336,296
                                                  ======        =========



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

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

      Proved reserves, Dec. 31, 2005              60,591        1,408,960
         Production                              ( 4,850)      (   42,417)
         Extensions and discoveries                    1            1,341
         Revisions of previous
            estimates                              1,364       (   18,779)
                                                  ------        ---------

      Proved reserves, March 31, 2006             57,106        1,349,105
                                                  ======        =========


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

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

      Proved reserves, Dec. 31, 2005              89,290        4,704,441
         Production                              ( 2,712)      (  158,163)
         Extensions and discoveries                1,473          119,936
         Revisions of previous
            estimates                              2,456       (  109,182)
                                                  ------        ---------

      Proved reserves, March 31, 2006             90,507        4,557,032
                                                  ======        =========



                                      -32-





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

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

      Proved reserves, Dec. 31, 2005              83,877        2,407,268
         Production                             (  2,291)      (   84,478)
         Extensions and discoveries                1,215           96,460
         Revisions of previous
            estimates                                658       (   70,812)
                                                 -------        ---------

      Proved reserves, March 31, 2006             83,459        2,348,438
                                                 =======        =========

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

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

      Proved reserves, Dec. 31, 2005             150,195        5,309,709
         Production                             (  4,192)      (  154,777)
         Extensions and discoveries                   11          143,125
         Revisions of previous
            estimates                           (  3,993)      (   83,964)
                                                 -------        ---------

      Proved reserves, March 31, 2006            142,021        5,214,093
                                                 =======        =========


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

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

      Proved reserves, Dec. 31, 2005             337,230        3,504,393
         Production                             (  5,130)      (   79,364)
         Extensions and discoveries                    7               20
         Revisions of previous
            estimates                             13,117       (  102,547)
                                                 -------        ---------

      Proved reserves, March 31, 2006            345,224        3,322,502
                                                 =======        =========




                                      -33-




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

      The  following  table  indicates  the  estimated  net present value of the
      Partnerships'  proved reserves as of March 31, 2006 and December 31, 2005.
      Net present value  attributable to the  Partnerships'  proved reserves was
      calculated  on the basis of  current  costs  and  prices as of the date of
      estimation. Such prices were not escalated except in certain circumstances
      where  escalations were fixed and readily  determinable in accordance with
      applicable contract provisions. The table also indicates the gas prices in
      effect on the dates  corresponding to the reserve  valuations.  Changes in
      the oil and gas  prices  cause the  estimates  of  remaining  economically
      recoverable  reserves,  as well as the values  placed on said  reserves to
      fluctuate.   The  prices  used  in  calculating   the  net  present  value
      attributable  to the  Partnerships'  proved  reserves  do not  necessarily
      reflect market prices for oil and gas  production  subsequent to March 31,
      2006.  There can be no assurance that the prices used in  calculating  the
      net present value of the  Partnerships'  proved reserves at March 31, 2006
      will actually be realized for such production.

                                       Net Present Value of Reserves
                                -------------------------------------------
      Partnership                     3/31/06                 12/31/05
      -----------                   -----------             -----------
        III-A                       $13,164,434             $18,172,686
        III-B                         6,084,467               8,094,147
        III-C                        13,478,529              19,743,674
        III-D                         7,505,439              10,571,683
        III-E                        18,021,403              25,351,236
        III-F                        15,791,540              20,515,797

                                            Oil and Gas Prices
                                ------------------------------------------
        Pricing                       3/31/06                 12/31/05
      -----------                   -----------             -----------
      Oil (Bbl)                     $     66.25             $     61.06
      Gas (Mcf)                            7.18                   10.08


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

      GENERAL DISCUSSION

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



                                      -34-




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

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

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

      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,
      may increase,  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,  remain relatively constant,  or decrease at
      an even greater rate



                                      -35-




      over a given period.  These factors include, but are not limited to:

            *     Geophysical  conditions  which cause an  acceleration of the
                  decline in production;
            *     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;
            *     Prior period volume adjustments  (either positive or negative)
                  made by the operators of the properties;
            *     Adjustments in ownership or rights to production in accordance
                  with  agreements  governing  the operation or ownership of the
                  well (such as  adjustments  that occur at payout or due to gas
                  balancing); and
            *     Completion  of  enhanced   recovery  projects  which  increase
                  production for the well.

      Many of these factors are very  significant as related to a single well or
      as related to many wells over a short period of time. However,  due to the
      large  number  of  wells  owned by the  Partnerships,  these  factors  are
      generally  not material as compared to the normal  declines in  production
      experienced on all remaining wells.

      III-A PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2005.

                                                Three Months Ended March 31,
                                               -----------------------------
                                                   2006             2005
                                                ----------       ----------
      Oil and gas sales                         $1,113,320       $1,033,696
      Oil and gas production expenses           $  253,418       $  362,348
      Barrels produced                               6,820            8,034
      Mcf produced                                  97,516          108,487
      Average price/Bbl                         $    62.60       $    45.38
      Average price/Mcf                         $     7.04       $     6.17


      As shown in the table  above,  total oil and gas sales  increased  $80,000
      (7.7%) for the three  months ended March 31, 2006 as compared to the three
      months  ended March 31,  2005.  Of this  increase,  $118,000  and $85,000,
      respectively,  were related to increases in the average  prices of oil and
      gas sold.  These  increases were partially  offset by decreases of $55,000
      and $68,000, respectively,  related to decreases in volumes of oil and gas
      sold.  Volumes of oil and gas sold decreased 1,214 barrels and 10,971 Mcf,
      respectively, for the three months ended March 31, 2006 as compared to the
      three months ended March 31, 2005. The



                                      -36-




      decrease in volumes of oil sold was primarily  due to (i) the  shutting-in
      of one  significant  well  during late 2005 in order to perform a workover
      and (ii) normal  declines in production.  As of the date of this Quarterly
      Report,  the operator has not yet  determined  when or if the shut-in well
      will return to production,  and if returned to  production,  at what rate.
      The  decrease  in  volumes  of gas sold was  primarily  due to (i)  normal
      declines in production, (ii) positive prior period volume adjustments made
      by the  operators on two  significant  wells during the three months ended
      March 31, 2005, and (iii) the shutting-in of two other  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 or if the
      shut-in wells will return to production, and if returned to production, at
      what rate.  These  decreases  were  partially  offset by a positive  prior
      period volume adjustment made by the operator on another  significant well
      during the three months ended March 31, 2006.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $109,000 (30.1%) for the three months ended
      March 31, 2006 as compared to the three months ended March 31, 2005.  This
      decrease was  primarily due to (i) workover  expenses  incurred on several
      wells during the three months ended March 31, 2005,  (ii) a positive prior
      period  production tax adjustment  made by the operator on one significant
      well during the three months ended March 31, 2005, and (iii) a decrease in
      saltwater  disposal  expenses  incurred on several  wells during the three
      months  ended March 31, 2006 as compared to the three  months  ended March
      31, 2005. As of the date of this Quarterly Report,  management anticipates
      that the  saltwater  disposal  expenses on these wells will remain at 2006
      levels.  These  decreases were partially  offset by (i) workover  expenses
      incurred on one  significant  well during the three months ended March 31,
      2006 and (ii) an increase in production taxes associated with the increase
      in oil and gas sales. As a percentage of oil and gas sales, these expenses
      decreased  to 22.8% for the three  months  ended March 31, 2006 from 35.1%
      for the three months ended March 31, 2005.  This  percentage  decrease was
      primarily due to the dollar decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $4,000  (14.6%)  for the three  months  ended March 31, 2006 as
      compared to the three months ended March 31,  2005.  Of this  increase (i)
      $6,000 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  during late 2005 and (ii) $2,000 was due to
      accretion of these additional asset retirement obligations.  This increase
      was also due to one significant well being fully depleted during the three
      months ended March 31, 2006 due to the lack of remaining  reserves.  These
      increases were partially offset by the decreases in volumes of oil and gas
      sold. As a



                                      -37-




      percentage  of oil and gas sales,  this expense  increased to 2.5% for the
      three  months  ended March 31, 2006 from 2.3% for the three  months  ended
      March 31, 2005.

      General and administrative  expenses increased $3,000 (2.6%) for the three
      months  ended March 31, 2006 as compared to the three  months  ended March
      31, 2005. As a percentage of oil and gas sales,  these expenses  decreased
      to 8.8% for the three  months ended March 31, 2006 from 9.2% for the three
      months ended March 31, 2005.

      The Limited  Partners have received cash  distributions  through March 31,
      2006  totaling   $42,446,701  or  160.80%  of  Limited  Partners'  capital
      contributions.

      III-B PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2005.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                    2006            2005
                                                  --------        --------
      Oil and gas sales                           $590,471        $525,153
      Oil and gas production expenses             $155,444        $217,240
      Barrels produced                               4,850           5,398
      Mcf produced                                  42,417          44,794
      Average price/Bbl                           $  61.96        $  45.58
      Average price/Mcf                           $   6.84        $   6.23

      As shown in the table  above,  total oil and gas sales  increased  $65,000
      (12.4%) for the three months ended March 31, 2006 as compared to the three
      months  ended March 31,  2005.  Of this  increase,  $79,000  and  $26,000,
      respectively,  were related to increases in the average  prices of oil and
      gas sold.  These  increases were partially  offset by decreases of $25,000
      and $15,000, respectively,  related to decreases in volumes of oil and gas
      sold.  Volumes of oil and gas sold  decreased  548  barrels and 2,377 Mcf,
      respectively, for the three months ended March 31, 2006 as compared to the
      three months ended March 31, 2005. The decrease in volumes of oil sold was
      primarily due to (i) the shutting-in of one  significant  well during late
      2005  in  order  to  perform  a  workover  and  (ii)  normal  declines  in
      production.  As of the date of this Quarterly Report, the operator has not
      yet determined when or if the shut-in well will return to production,  and
      if returned to  production,  at what rate.  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 or if the shut-in wells will return to production, and
      if returned to production,  at what rate.  These  decreases were partially
      offset by a positive prior period volume



                                      -38-




      adjustment  made by the  operator on another  significant  well during the
      three months ended March 31, 2006.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $62,000  (28.4%) for the three months ended
      March 31, 2006 as compared to the three months ended March 31, 2005.  This
      decrease was  primarily due to (i) workover  expenses  incurred on several
      wells during the three months ended March 31, 2005,  (ii) a positive prior
      period  production tax adjustment  made by the operator on one significant
      well during the three months ended March 31, 2005, and (iii) a decrease in
      saltwater  disposal  expenses  incurred on several  wells during the three
      months  ended March 31, 2006 as compared to the three  months  ended March
      31, 2005. As of the date of this Quarterly Report,  management anticipates
      that the  saltwater  disposal  expenses on these wells will remain at 2006
      levels.  These  decreases were partially  offset by (i) workover  expenses
      incurred on one  significant  well during the three months ended March 31,
      2006 and (ii) an increase in production taxes associated with the increase
      in oil and gas sales. As a percentage of oil and gas sales, these expenses
      decreased  to 26.3% for the three  months  ended March 31, 2006 from 41.4%
      for the three months ended March 31, 2005.  This  percentage  decrease was
      primarily due to the dollar decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $11,000  (244.9%)  for the three months ended March 31, 2006 as
      compared to the three months ended March 31,  2005.  Of this  increase (i)
      $4,000 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  during late 2005 and (ii) $1,000 was due to
      accretion of these additional asset retirement obligations.  This increase
      was also due to one significant well being fully depleted during the three
      months  ended March 31, 2006 due to the lack of remaining  reserves.  As a
      percentage  of oil and gas sales,  this expense  increased to 2.6% for the
      three  months  ended March 31, 2006 from 0.9% for the three  months  ended
      March 31, 2005. This  percentage  increase was primarily due to the dollar
      increase  in  depreciation,  depletion,  and  amortization  of oil and gas
      properties.

      General and administrative  expenses increased $2,000 (3.7%) for the three
      months  ended March 31, 2006 as compared to the three  months  ended March
      31, 2005. As a percentage of oil and gas sales,  these expenses  decreased
      to 10.6% for the three  months  ended  March 31,  2006 from  11.5% for the
      three months ended March 31, 2005.

      The Limited  Partners have received cash  distributions  through March 31,
      2006  totaling   $23,535,353  or  170.13%  of  Limited  Partners'  capital
      contributions.




                                      -39-




      III-C PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2005.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                   2006            2005
                                                ----------       --------
      Oil and gas sales                         $1,232,981       $954,505
      Oil and gas production expenses           $  275,875       $221,152
      Barrels produced                               2,712          2,469
      Mcf produced                                 158,163        134,206
      Average price/Bbl                         $    61.83       $  46.83
      Average price/Mcf                         $     6.74       $   6.25

      As shown in the table above,  total oil and gas sales  increased  $278,000
      (29.2%) for the three months ended March 31, 2006 as compared to the three
      months ended March 31, 2005.  Of this  increase (i) $11,000 and  $150,000,
      respectively,  were related to increases in the average  prices of oil and
      gas sold and (ii)  $40,000  and  $77,000,  respectively,  were  related to
      increases  in  volumes  of oil and gas sold.  Volumes  of oil and gas sold
      increased 243 barrels and 23,957 Mcf,  respectively,  for the three months
      ended March 31, 2006 as compared to the three months ended March 31, 2005.
      The increase in volumes of oil sold was  primarily  due to (i) an increase
      in  production  on  one   significant   well   following  the   successful
      recompletion  of that  well  during  early  2006 and  (ii) the  successful
      completion  of  several  new  wells  during  2005 and  early  2006.  These
      increases were  partially  offset by normal  declines in  production.  The
      increase in volumes of gas sold was  primarily  due to (i) the  successful
      completion  of several  new wells  during  2005 and early 2006 and (ii) an
      increase in production on two  significant  wells following the successful
      recompletion  of those wells during 2005 and early 2006.  These  increases
      were partially offset by normal declines in production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $55,000  (24.7%) for the three months ended
      March 31, 2006 as compared to the three months ended March 31, 2005.  This
      increase was  primarily due to (i) workover  expenses  incurred on several
      wells during the three  months  ended March 31, 2006,  (ii) an increase in
      production  taxes  associated with the increase in oil and gas sales,  and
      (iii)  repair and  maintenance  expenses  incurred on several  other wells
      during  the three  months  ended  March 31,  2006.  These  increases  were
      partially offset by workover expenses incurred on several wells during the
      three months ended March 31, 2005.  As a percentage  of oil and gas sales,
      these  expenses  decreased  to 22.4% for the three  months ended March 31,
      2006 from 23.2% for the three months ended March 31, 2005.




                                      -40-




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $2,000  (4.6%) for the three  months  ended  March 31,  2006 as
      compared to the three  months  ended March 31,  2005.  This  increase  was
      primarily  due to (i) an increase  in  depletable  oil and gas  properties
      during  the  three  months  ended  March  31,  2006  primarily  due to the
      recompletion of one significant  well and (ii) the increases in volumes of
      oil and gas sold. These increases were partially offset by (i) an increase
      in  depletable  oil and gas  properties  during 2005  primarily due to the
      drilling of two  developmental  wells and (ii) the receipt of an equipment
      credit on one fully  depleted well during the three months ended March 31,
      2006. As a percentage of oil and gas sales, this expense decreased to 4.4%
      for the three  months  ended March 31, 2006 from 5.5% for the three months
      ended March 31, 2005.  This  percentage  decrease was primarily due to the
      increases in the average prices of oil and gas sold.

      General and administrative  expenses increased $2,000 (2.8%) for the three
      months  ended March 31, 2006 as compared to the three  months  ended March
      31, 2005. As a percentage of oil and gas sales,  these expenses  decreased
      to 7.5% for the three  months ended March 31, 2006 from 9.4% for the three
      months ended March 31, 2005. This percentage decrease was primarily due to
      the increase in oil and gas sales.

      The Limited  Partners have received cash  distributions  through March 31,
      2006  totaling   $32,084,795  or  131.21%  of  Limited  Partners'  capital
      contributions.

      III-D PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2005.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                  2006              2005
                                                --------          --------
      Oil and gas sales                         $714,986          $535,061
      Oil and gas production expenses           $168,346          $124,723
      Barrels produced                             2,291             2,399
      Mcf produced                                84,478            76,715
      Average price/Bbl                         $  60.30          $  45.62
      Average price/Mcf                         $   6.83          $   5.55

      As shown in the table above,  total oil and gas sales  increased  $180,000
      (33.6%) for the three months ended March 31, 2006 as compared to the three
      months ended March 31, 2005.  Of this  increase (i) $34,000 and  $108,000,
      respectively,  were related to increases in the average  prices of oil and
      gas sold and (ii)  $43,000  was  related to an  increase in volumes of gas
      sold.  These  increases  were  partially  offset by a  decrease  of $5,000
      related  to a  decrease  in  volumes  of oil  sold.  Volumes  of oil  sold
      decreased 108 barrels,  while volumes of gas sold increased  7,763 Mcf for
      the three months ended March 31, 2006 as



                                      -41-




      compared to the three months ended March 31, 2005. The decrease in volumes
      of oil sold was  primarily  due to normal  declines  in  production.  This
      decrease  was  partially  offset by (i) an increase in  production  on one
      significant well following the successful recompletion of that well during
      early 2006 and (ii) the successful  completion of several new wells during
      2005 and early 2006. The increase in volumes of gas sold was primarily due
      to (i) the  successful  completion  of several  new wells  during 2005 and
      early 2006 and (ii) an increase in  production  on two  significant  wells
      following the successful recompletion of those wells during 2005 and early
      2006.  These  increases  were  partially  offset  by  normal  declines  in
      production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $44,000  (35.0%) for the three months ended
      March 31, 2006 as compared to the three months ended March 31, 2005.  This
      increase was primarily due to (i) repair and maintenance expenses incurred
      on several  wells during the three  months  ended March 31, 2006,  (ii) an
      increase in production  taxes  associated with the increase in oil and gas
      sales, and (iii) workover  expenses  incurred on another  significant well
      during the three months ended March 31, 2006.  As a percentage  of oil and
      gas sales,  these expenses remained  relatively  constant at 23.5% for the
      three  months  ended March 31, 2006 and 23.3% for the three  months  ended
      March 31, 2005.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $16,000  (94.6%) for the three  months  ended March 31, 2006 as
      compared to the three  months  ended March 31,  2005.  This  increase  was
      primarily  due to (i) an increase  in  depletable  oil and gas  properties
      during  the  three  months  ended  March  31,  2006  primarily  due to the
      recompletion  of one  significant  well, (ii) an increase of $3,000 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  during late 2005,  and (iii) an increase of $1,000 due to the
      accretion  of  these  additional  asset  retirement   obligations.   These
      increases were  partially  offset by an increase in depletable oil and gas
      properties  during 2005 primarily due to the drilling of one developmental
      well. As a percentage of oil and gas sales, this expense increased to 4.6%
      for the three  months  ended March 31, 2006 from 3.2% for the three months
      ended March 31, 2005.  This  percentage  increase was primarily due to the
      dollar increase in  depreciation,  depletion,  and amortization of oil and
      gas properties.

      General and administrative  expenses increased $2,000 (3.8%) for the three
      months  ended March 31, 2006 as compared to the three  months  ended March
      31, 2005. As a percentage of oil and gas sales,  these expenses  decreased
      to 8.4% for the three months ended March 31, 2006 from 10.9% for the three
      months ended March 31, 2005. This percentage decrease was primarily due to
      the increase in oil and gas sales.



                                      -42-




      The Limited  Partners have received cash  distributions  through March 31,
      2006  totaling   $17,925,669  or  136.83%  of  Limited  Partners'  capital
      contributions.

      III-E PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2005.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                   2006             2005
                                                ----------       ----------
      Oil and gas sales                         $1,299,778       $1,216,684
      Oil and gas production expenses           $  313,646       $  358,968
      Barrels produced                               4,192            6,185
      Mcf produced                                 154,777          172,223
      Average price/Bbl                         $    59.27       $    43.51
      Average price/Mcf                         $     6.79       $     5.50

      As shown in the table  above,  total oil and gas sales  increased  $83,000
      (6.8%) for the three  months ended March 31, 2006 as compared to the three
      months  ended March 31,  2005.  Of this  increase  $66,000  and  $200,000,
      respectively,  were related to increases in the average  prices of oil and
      gas sold.  These  increases were partially  offset by decreases of $87,000
      and $96,000, respectively,  related to decreases in volumes of oil and gas
      sold.  Volumes of oil and gas sold decreased 1,993 barrels and 17,446 Mcf,
      respectively, for the three months ended March 31, 2006 as compared to the
      three months ended March 31, 2005. 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 late 2005 and early 2006 in
      order to perform a workover.  As of the date of this Quarterly Report, the
      shut-in well has returned to  production  at a rate lower than  previously
      experienced.  The  decrease  in volumes of gas sold was  primarily  due to
      normal declines in production.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased  $45,000 for the three months ended March 31,
      2006 as compared to the three months ended March 31, 2005. As a percentage
      of oil and gas  sales,  these  expenses  decreased  to 24.1% for the three
      months  ended March 31, 2006 from 29.5% for the three  months  ended March
      31, 2005.  This  percentage  decrease was  primarily due to (i) the dollar
      decrease in oil and gas  production  expenses and (ii) the increase in oil
      and gas sales.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $28,000  (63.9%) for the three  months  ended March 31, 2006 as
      compared to the three  months  ended March 31,  2005.  This  increase  was
      primarily due to (i) one significant  well being fully depleted during the
      three months ended March 31, 2006 due to the lack of remaining



                                      -43-




      reserves,  (ii) an increase of $7,000 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  during late
      2005,  and (iii) an  increase  of  $3,000  due to the  accretion  of these
      additional  asset retirement  obligations.  As a percentage of oil and gas
      sales, this expense increased to 5.5% for the three months ended March 31,
      2006 from 3.6% for the three months ended March 31, 2005.  This percentage
      increase  was  primarily  due  to the  dollar  increase  in  depreciation,
      depletion, and amortization of oil and gas properties.

      General and administrative  expenses increased $3,000 (2.1%) for the three
      months  ended March 31, 2006 as compared to the three  months  ended March
      31, 2005. As a percentage of oil and gas sales,  these expenses  decreased
      to 10.8% for the three  months  ended  March 31,  2006 from  11.3% for the
      three months ended March 31, 2005.

      The Limited  Partners have received cash  distributions  through March 31,
      2006  totaling   $52,877,016  or  126.42%  of  Limited  Partners'  capital
      contributions.

      III-F PARTNERSHIP

      THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2005.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                    2006            2005
                                                  --------        --------
      Oil and gas sales                           $861,866        $819,952
      Oil and gas production expenses             $219,190        $207,850
      Barrels produced                               5,130           5,389
      Mcf produced                                  79,364         100,250
      Average price/Bbl                           $  58.76        $  46.66
      Average price/Mcf                           $   7.06        $   5.67

      As shown in the table  above,  total oil and gas sales  increased  $42,000
      (5.1%) for the three  months ended March 31, 2006 as compared to the three
      months  ended March 31,  2005.  Of this  increase  $62,000  and  $110,000,
      respectively,  were related to increases in the average  prices of oil and
      gas sold.  These  increases were partially  offset by decreases of $12,000
      and $118,000, respectively, related to decreases in volumes of oil and gas
      sold.  Volumes of oil and gas sold  decreased  259 barrels and 20,886 Mcf,
      respectively, for the three months ended March 31, 2006 as compared to the
      three months ended March 31, 2005. The decrease in volumes of oil sold was
      primarily  due to  normal  declines  in  production,  which  decrease  was
      partially  offset by an increase in  production  on one  significant  well
      following  the  successful  recompletion  of that well  during  2005.  The
      decrease in volumes of gas sold was primarily  due to (i) normal  declines
      in production and (ii) the shutting-in of one significant  well during the
      three months ended



                                      -44-




      March 31, 2006 in order to perform repairs and maintenance. As of the date
      of this  Quarterly  Report,  the  shut-in  well is  expected  to return to
      production in mid 2006.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $11,000  (5.5%) for the three  months ended
      March 31, 2006 as compared to the three months ended March 31, 2005.  As a
      percentage  of oil and  gas  sales,  these  expenses  remained  relatively
      constant at 25.4% for the three  months ended March 31, 2006 and 25.3% for
      the three months ended March 31, 2005.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $7,000  (17.8%)  for the three  months  ended March 31, 2006 as
      compared to the three  months  ended March 31,  2005.  This  increase  was
      primarily due to (i) downward  revisions in the estimates of remaining gas
      reserves  since  March 31,  2005,  (ii) an  increase  of $3,000 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  during late 2005,  and (iii) an increase of $2,000 due to the
      accretion  of  these  additional  asset  retirement   obligations.   These
      increases were partially offset by the decreases in volumes of oil and gas
      sold. As a percentage of oil and gas sales, this expense increased to 5.1%
      for the three  months  ended March 31, 2006 from 4.5% for the three months
      ended March 31, 2005.  This  percentage  increase was primarily due to the
      dollar increase in  depreciation,  depletion,  and amortization of oil and
      gas properties.

      General and administrative  expenses increased $2,000 (2.9%) for the three
      months  ended March 31, 2006 as compared to the three  months  ended March
      31, 2005. As a percentage of oil and gas sales,  this expense decreased to
      9.9% for the three  months  ended  March 31, 2006 from 10.1% for the three
      months ended March 31, 2005.

      The III-F  Partnership  achieved  payout during the first quarter of 2006.
      After payout,  operations and revenues for the III-F Partnership have been
      and  will be  allocated  using  after  payout  percentages.  After  payout
      percentages  allocate  operating  income and  expenses  10% to the General
      Partner and 90% to the Limited Partners.  Before payout,  operating income
      and  expenses  were  allocated  5% to the  General  Partner and 95% to the
      Limited Partners.

      The Limited  Partners have received cash  distributions  through March 31,
      2006  totaling   $22,561,904  or  101.87%  of  Limited  Partners'  capital
      contributions.





                                      -45-




ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

            The Partnerships do not hold any market risk sensitive instruments.

ITEM 4.     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.



                                      -46-




                          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.

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.



                                      -47-






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.




                                      -48-




                                   SIGNATURES

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

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

                                    (Registrant)

                                    BY:   GEODYNE RESOURCES, INC.

                                          General Partner


Date:  May 12, 2006                 By:     /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  May 12, 2006                 By:     /s/Craig D. Loseke
                                       --------------------------------
                                            (Signature)
                                            Craig D. Loseke
                                            Chief Accounting Officer



                                      -49-




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


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

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

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

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

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

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

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

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

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

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

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

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

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



                                      -50-






32.1        Certification  pursuant  to  18  U.S. C.  Section  1350, as  adopted
            pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002  for  the
            Geodyne Energy Income Limited Partnership III-A.

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

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

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

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

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




                                      -51-