SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarter ended June 30, 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

                                               June 30,        December 31,
                                                 2006              2005
                                             ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $  976,717        $1,209,317
   Accounts receivable:
      Oil and gas sales                          572,070           831,772
                                              ----------        ----------
        Total current assets                  $1,548,787        $2,041,089

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 699,653           775,391

DEFERRED CHARGE                                  186,254           190,240
                                              ----------        ----------
                                              $2,434,694        $3,006,720
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  111,077        $  126,411
   Gas imbalance payable                          21,315            17,660
   Asset retirement obligation -
      current (Note 1)                            26,493            14,606
                                              ----------        ----------
        Total current liabilities             $  158,885        $  158,677

LONG-TERM LIABILITIES:
   Accrued liability                          $   26,965        $   27,120
   Asset retirement obligation
      (Note 1)                                   265,618           270,650
                                              ----------        ----------
        Total long-term liabilities           $  292,583        $  297,770

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   99,629)      ($   59,217)
   Limited Partners, issued and
      outstanding, 263,976 units               2,082,855         2,609,490
                                              ----------        ----------
        Total Partners' capital               $1,983,226        $2,550,273
                                              ----------        ----------
                                              $2,434,694        $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 JUNE 30, 2006 AND 2005
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,041,693        $1,136,402
   Interest income                                 8,868             4,109
                                              ----------        ----------
                                              $1,050,561        $1,140,511

COSTS AND EXPENSES:
   Lease operating                            $  137,181        $  115,266
   Production tax                                 90,877            98,708
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  56,394            22,819
   General and administrative
      (Note 2)                                    73,395            73,423
                                              ----------        ----------
                                              $  357,847        $  310,216
                                              ----------        ----------

NET INCOME                                    $  692,714        $  830,295
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   73,460        $   84,672
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  619,254        $  745,623
                                              ==========        ==========
NET INCOME per unit                           $     2.35        $     2.82
                                              ==========        ==========
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 OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $2,155,013        $2,170,098
   Interest income                                18,014             7,990
                                              ----------        ----------
                                              $2,173,027        $2,178,088

COSTS AND EXPENSES:
   Lease operating                            $  302,094        $  378,494
   Production tax                                179,382           197,828
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  83,884            46,808
   General and administrative
      (Note 2)                                   170,875           168,387
                                              ----------        ----------
                                              $  736,235        $  791,517
                                              ----------        ----------

NET INCOME                                    $1,436,792        $1,386,571
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  149,427        $  142,071
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,287,365        $1,244,500
                                              ==========        ==========
NET INCOME per unit                           $     4.88        $     4.71
                                              ==========        ==========
UNITS OUTSTANDING                                263,976           263,976
                                              ==========        ==========


















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



                                      -5-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)

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

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                  $1,436,792       $1,386,571
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 83,884           46,808
      (Increase) decrease in accounts
        receivable - oil and gas sales            259,702      (    95,998)
      (Increase) decrease in deferred
        charge                                      3,986      (     3,728)
      Increase (decrease) in accounts
        payable                               (     3,215)          15,048
      Increase (decrease) in gas
        imbalance payable                           3,655      (     3,636)
      Decrease in accrued liability           (       155)     (     3,934)
                                               ----------       ----------
Net cash provided by operating
   activities                                  $1,784,649       $1,341,131
                                               ----------       ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       ($   13,410)     ($   15,581)
                                               ----------       ----------
Net cash used by investing
   activities                                 ($   13,410)     ($   15,581)
                                               ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($2,003,839)     ($1,397,801)
                                               ----------       ----------
Net cash used by financing
   activities                                 ($2,003,839)     ($1,397,801)
                                               ----------       ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                ($  232,600)     ($   72,251)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                          1,209,317        1,038,719
                                               ----------       ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $  976,717       $  966,468
                                               ==========       ==========



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



                                      -6-




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

                                     ASSETS


                                               June 30,        December 31,
                                                 2006              2005
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  495,062        $  604,086
   Accounts receivable:
      Oil and gas sales                          319,220           433,785
                                              ----------        ----------
        Total current assets                  $  814,282        $1,037,871

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 374,307           414,293

DEFERRED CHARGE                                  123,122           125,644
                                              ----------        ----------
                                              $1,311,711        $1,577,808
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $   75,671        $   76,295
   Gas imbalance payable                          13,133             9,707
   Asset retirement obligation -
      current (Note 1)                            14,745             9,255
                                              ----------        ----------
        Total current liabilities             $  103,549        $   95,257

LONG-TERM LIABILITIES:
   Accrued liability                          $    8,001        $    9,664
   Asset retirement obligation
      (Note 1)                                   174,231           175,358
                                              ----------        ----------
        Total long-term liabilities           $  182,232        $  185,022

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   63,692)      ($   35,041)
   Limited Partners, issued and
      outstanding, 138,336 units               1,089,622         1,332,570
                                              ----------        ----------
        Total Partners' capital               $1,025,930        $1,297,529
                                              ----------        ----------
                                              $1,311,711        $1,577,808
                                              ==========        ==========



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



                                      -7-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                            $563,165          $605,293
   Interest income                                 4,186             1,942
                                                --------          --------
                                                $567,351          $607,235

COSTS AND EXPENSES:
   Lease operating                              $ 87,560          $ 62,270
   Production tax                                 52,005            55,744
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  34,013            12,425
   General and administrative
      (Note 2)                                    38,978            39,123
                                                --------          --------
                                                $212,556          $169,562
                                                --------          --------

NET INCOME                                      $354,795          $437,673
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 57,354          $ 67,099
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $297,441          $370,574
                                                ========          ========
NET INCOME per unit                             $   2.15          $   2.68
                                                ========          ========
UNITS OUTSTANDING                                138,336           138,336
                                                ========          ========


















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



                                      -8-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,153,636        $1,130,446
   Interest income                                 8,612             3,934
                                              ----------        ----------
                                              $1,162,248        $1,134,380

COSTS AND EXPENSES:
   Lease operating                            $  192,721        $  223,648
   Production tax                                102,288           111,606
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  49,636            16,955
   General and administrative
      (Note 2)                                   101,474            99,373
                                              ----------        ----------
                                              $  446,119        $  451,582
                                              ----------        ----------

NET INCOME                                    $  716,129        $  682,798
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  113,077        $  104,203
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  603,052        $  578,595
                                              ==========        ==========
NET INCOME per unit                           $     4.36        $     4.18
                                              ==========        ==========
UNITS OUTSTANDING                                138,336           138,336
                                              ==========        ==========


















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



                                      -9-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)
                                                    2006            2005
                                                 ----------      ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                     $716,129        $682,798
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  49,636          16,955
      (Increase) decrease in accounts
        receivable - oil and gas sales             114,565       (  55,163)
      (Increase) decrease in deferred
        charge                                       2,522       (   2,938)
      Increase in accounts payable                   3,026           2,179
      Increase (decrease) in gas imbalance
        payable                                      3,426       (   1,425)
      Decrease in accrued liability              (   1,663)      (   2,526)
                                                  --------        --------
Net cash provided by operating
   activities                                     $887,641        $639,880
                                                  --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                          ($  8,937)      ($  1,303)
                                                  --------        --------
Net cash used by investing
   activities                                    ($  8,937)      ($  1,303)
                                                  --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                            ($987,728)      ($694,900)
                                                  --------        --------
Net cash used by financing
   activities                                    ($987,728)      ($694,900)
                                                  --------        --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                   ($109,024)      ($ 56,323)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             604,086         556,249
                                                  --------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                  $495,062        $499,926
                                                  ========        ========





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



                                      -10-




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

                                     ASSETS


                                               June 30,        December 31,
                                                 2006              2005
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  890,908        $1,013,378
   Accounts receivable:
      Oil and gas sales                          611,595           884,091
                                              ----------        ----------
        Total current assets                  $1,502,503        $1,897,469

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               1,872,907         1,544,711

DEFERRED CHARGE                                   59,090            62,603
                                              ----------        ----------
                                              $3,434,500        $3,504,783
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  221,433        $  263,892
   Gas imbalance payable                          66,546            76,928
   Asset retirement obligation -
      current (Note 1)                            19,328            19,679
                                              ----------        ----------
        Total current liabilities             $  307,307        $  360,499

LONG-TERM LIABILITIES:
   Accrued liability                          $  115,012        $  124,681
   Asset retirement obligation
      (Note 1)                                   364,589           355,551
                                              ----------        ----------
        Total long-term liabilities           $  479,601        $  480,232

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  123,738)      ($  105,515)
   Limited Partners, issued and
      outstanding, 244,536 units               2,771,330         2,769,567
                                              ----------        ----------
        Total Partners' capital               $2,647,592        $2,664,052
                                              ----------        ----------
                                              $3,434,500        $3,504,783
                                              ==========        ==========



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



                                      -11-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,000,961        $982,319
   Interest income                                 7,657           3,918
   Other income                                        -             800
                                              ----------        --------
                                              $1,008,618        $987,037

COSTS AND EXPENSES:
   Lease operating                            $  184,264        $ 83,193
   Production tax                                 73,081          69,352
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  73,956          41,751
   General and administrative
      (Note 2)                                    68,065          68,113
                                              ----------        --------
                                              $  399,366        $262,409
                                              ----------        --------

NET INCOME                                    $  609,252        $724,628
                                              ==========        ========
GENERAL PARTNER - NET INCOME                  $   66,816        $ 75,756
                                              ==========        ========
LIMITED PARTNERS - NET INCOME                 $  542,436        $648,872
                                              ==========        ========
NET INCOME per unit                           $     2.22        $   2.65
                                              ==========        ========
UNITS OUTSTANDING                                244,536         244,536
                                              ==========        ========

















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



                                      -12-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $2,233,942        $1,936,824
   Interest income                                15,268             6,341
   Other income                                        -             2,541
                                              ----------        ----------
                                              $2,249,210        $1,945,706

COSTS AND EXPENSES:
   Lease operating                            $  369,576        $  239,526
   Production tax                                163,644           134,171
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 128,387            93,787
   General and administrative
      (Note 2)                                   160,057           157,631
                                              ----------        ----------
                                              $  821,664        $  625,115
                                              ----------        ----------

NET INCOME                                    $1,427,546        $1,320,591
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  152,783        $  139,637
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,274,763        $1,180,954
                                              ==========        ==========
NET INCOME per unit                           $     5.21        $     4.83
                                              ==========        ==========
UNITS OUTSTANDING                                244,536           244,536
                                              ==========        ==========

















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



                                      -13-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)
                                                    2006           2005
                                                ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $1,427,546     $1,320,591
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  128,387         93,787
      Settlement of asset retirement
        obligation                              (       109)             -
      (Increase) decrease in accounts
        receivable - oil and gas sales              272,496    (    54,662)
      (Increase) decrease in deferred
        charge                                        3,513    (     6,029)
      Increase (decrease) in accounts
        payable                                 (    95,269)         5,259
      Decrease in gas imbalance
        payable                                 (    10,382)   (     7,201)
      Decrease in accrued liability             (     9,669)   (    43,918)
                                                 ----------     ----------
Net cash provided by operating
   activities                                    $1,716,513     $1,307,827
                                                 ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($  394,977)   ($   92,281)
                                                 ----------     ----------
Net cash used by investing
   activities                                   ($  394,977)   ($   92,281)
                                                 ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($1,444,006)   ($  962,916)
                                                 ----------     ----------
Net cash used by financing
   activities                                   ($1,444,006)   ($  962,916)
                                                 ----------     ----------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             ($  122,470)    $  252,630

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            1,013,378        682,792
                                                 ----------     ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $  890,908     $  935,422
                                                 ==========     ==========



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



                                      -14-




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

                                     ASSETS


                                               June 30,        December 31,
                                                 2006              2005
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  501,105        $  547,247
   Accounts receivable:
      Oil and gas sales                          362,943           527,187
                                              ----------        ----------
        Total current assets                  $  864,048        $1,074,434

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 942,499           651,461

DEFERRED CHARGE                                   14,691            15,342
                                              ----------        ----------
                                              $1,821,238        $1,741,237
                                              ==========        ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                           $  154,211        $  155,178
   Gas imbalance payable                          41,622            42,943
   Asset retirement obligation -
      current (Note 1)                            14,035            17,420
                                              ----------        ----------
        Total current liabilities             $  209,868        $  215,541

LONG-TERM LIABILITIES:
   Accrued liability                          $  140,185        $  153,747
   Asset retirement obligation
      (Note 1)                                   192,030           186,678
                                              ----------        ----------
        Total long-term liabilities           $  332,215        $  340,425

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   38,987)      ($   29,279)
   Limited Partners, issued and
      outstanding, 131,008 units               1,318,142         1,214,550
                                              ----------        ----------
        Total Partners' capital               $1,279,155        $1,185,271
                                              ----------        ----------
                                              $1,821,238        $1,741,237
                                              ==========        ==========



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



                                      -15-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)
                                                  2006            2005
                                                --------        --------

REVENUES:
   Oil and gas sales                            $585,954        $557,045
   Interest income                                 3,809           2,189
   Other income                                        -             115
                                                --------        --------
                                                $589,763        $559,349

COSTS AND EXPENSES:
   Lease operating                              $ 95,919        $ 50,814
   Production tax                                 42,369          38,410
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  37,498          22,846
   General and administrative
      (Note 2)                                    37,640          37,357
                                                --------        --------
                                                $213,426        $149,427
                                                --------        --------

NET INCOME                                      $376,337        $409,922
                                                ========        ========
GENERAL PARTNER - NET INCOME                    $ 40,628        $ 42,819
                                                ========        ========
LIMITED PARTNERS - NET INCOME                   $335,709        $367,103
                                                ========        ========
NET INCOME per unit                             $   2.56        $   2.81
                                                ========        ========
UNITS OUTSTANDING                                131,008         131,008
                                                ========        ========



















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



                                      -16-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)
                                                 2006              2005
                                              ----------        ----------

REVENUES:
   Oil and gas sales                          $1,300,940        $1,092,106
   Interest income                                 7,870             3,586
   Other income                                        -               364
                                              ----------        ----------
                                              $1,308,810        $1,096,056

COSTS AND EXPENSES:
   Lease operating                            $  212,876        $  138,959
   Production tax                                 93,758            74,988
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  70,645            39,883
   General and administrative
      (Note 2)                                    98,016            95,503
                                              ----------        ----------
                                              $  475,295        $  349,333
                                              ----------        ----------

NET INCOME                                    $  833,515        $  746,723
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   88,923        $   77,870
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  744,592        $  668,853
                                              ==========        ==========
NET INCOME per unit                           $     5.68        $     5.11
                                              ==========        ==========
UNITS OUTSTANDING                                131,008           131,008
                                              ==========        ==========



















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



                                      -17-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)
                                                   2006             2005
                                               ------------      ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $  833,515        $746,723
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  70,645          39,883
      Settlement of asset retirement
        obligation                             (     1,152)              -
      (Increase) decrease in accounts
        receivable - oil and gas sales             164,244       (  11,648)
      (Increase) decrease in deferred
        charge                                         651       (   4,296)
      Decrease in accounts payable             (    41,631)      (  66,729)
      Decrease in gas imbalance
        payable                                (     1,321)              -
      Decrease in accrued liability            (    13,562)      (  29,445)
                                                ----------        --------
Net cash provided by operating
   activities                                   $1,011,389        $674,488
                                                ----------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($  317,900)      ($ 37,130)
                                                ----------        --------
Net cash used by investing
   activities                                  ($  317,900)      ($ 37,130)
                                                ----------        --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($  739,631)      ($550,759)
                                                ----------        --------
Net cash used by financing
   activities                                  ($  739,631)      ($550,759)
                                                ----------        --------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                        ($   46,142)       $ 86,599

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             547,247         432,834
                                                ----------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $  501,105        $519,433
                                                ==========        ========





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



                                      -18-




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

                                     ASSETS


                                                 June 30,       December 31,
                                                   2006             2005
                                               ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $1,069,285       $1,460,559
   Accounts receivable:
      Oil and gas sales                            858,034        1,272,925
                                                ----------       ----------
        Total current assets                    $1,927,319       $2,733,484

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,919,222        1,981,508

DEFERRED CHARGE                                     34,802           40,254
                                                ----------       ----------
                                                $3,881,343       $4,755,246
                                                ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                             $  202,740       $  324,885
   Accrued liability - other (Note 1)               11,865                -
   Gas imbalance payable                            17,735           16,538
   Asset retirement obligation -
      current (Note 1)                               8,155           23,971
                                                ----------       ----------
        Total current liabilities               $  240,495       $  365,394

LONG-TERM LIABILITIES:
   Accrued liability                            $  172,765       $  254,420
   Asset retirement obligation
      (Note 1)                                     439,735          413,791
                                                ----------       ----------
        Total long-term liabilities             $  612,500       $  668,211

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  248,531)     ($  197,010)
   Limited Partners, issued and
      outstanding, 418,266 units                 3,276,879        3,918,651
                                                ----------       ----------
        Total Partners' capital                 $3,028,348       $3,721,641
                                                ----------       ----------
                                                $3,881,343       $4,755,246
                                                ==========       ==========


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



                                      -19-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $1,125,106        $1,353,943
   Interest income                                11,518             5,952
                                              ----------        ----------
                                              $1,136,624        $1,359,895

COSTS AND EXPENSES:
   Lease operating                            $  172,335        $  213,857
   Production tax                                 78,205            94,091
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  60,597            41,909
   General and administrative
      (Note 2)                                   118,145           117,026
                                              ----------        ----------
                                              $  429,282        $  466,883
                                              ----------        ----------

NET INCOME                                    $  707,342        $  893,012
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $   75,036        $   92,478
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $  632,306        $  800,534
                                              ==========        ==========
NET INCOME per unit                           $     1.51        $     1.91
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========


















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



                                      -20-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)


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

REVENUES:
   Oil and gas sales                          $2,424,884        $2,570,627
   Interest income                                22,626            10,501
   Other income                                   10,740                 -
                                              ----------        ----------
                                              $2,458,250        $2,581,128

COSTS AND EXPENSES:
   Lease operating                            $  402,486        $  488,730
   Production tax                                161,700           178,186
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 132,354            85,695
   General and administrative
      (Note 2)                                   258,513           254,544
                                              ----------        ----------
                                              $  955,053        $1,007,155
                                              ----------        ----------

NET INCOME                                    $1,503,197        $1,573,973
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  159,969        $  164,060
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $1,343,228        $1,409,913
                                              ==========        ==========
NET INCOME per unit                           $     3.21        $     3.37
                                              ==========        ==========
UNITS OUTSTANDING                                418,266           418,266
                                              ==========        ==========

















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



                                      -21-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)
                                                   2006            2005
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $1,503,197      $1,573,973
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 132,354          85,695
      Settlement of asset retirement
        obligation                                       -     (       345)
      (Increase) decrease in accounts
        receivable - oil and gas sales             414,891     (     1,651)
      Decrease in deferred charge                    5,452           9,335
      Decrease in accounts payable             (    54,215)    (   570,440)
      Increase in accrued liability -
        other                                       11,865               -
      Increase in gas imbalance
        payable                                      1,197             486
      Decrease in accrued liability            (    81,655)    (    22,401)
                                                ----------      ----------
Net cash provided by operating
   activities                                   $1,933,086      $1,074,652
                                                ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($  127,870)    ($   18,306)
   Proceeds from sale of oil and
      gas properties                                     -           3,099
                                                ----------      ----------
Net cash used by investing
   activities                                  ($  127,870)    ($   15,207)
                                                ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($2,196,490)    ($1,301,424)
                                                ----------      ----------
Net cash used by financing
   activities                                  ($2,196,490)    ($1,301,424)
                                                ----------      ----------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($  391,274)    ($  241,979)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           1,460,559       1,413,497
                                                ----------      ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $1,069,285      $1,171,518
                                                ==========      ==========

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



                                      -22-




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

                                     ASSETS


                                                June 30,       December 31,
                                                  2006             2005
                                              ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  662,040       $1,062,866
   Accounts receivable:
      Oil and gas sales                           575,017          797,469
                                               ----------       ----------
        Total current assets                   $1,237,057       $1,860,335

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                1,603,188        1,680,470

DEFERRED CHARGE                                    14,579           17,132
                                               ----------       ----------
                                               $2,854,824       $3,557,937
                                               ==========       ==========

                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                            $  130,849       $  176,398
   Gas imbalance payable                           14,861           13,857
   Asset retirement obligation -
      current (Note 1)                              2,265            1,948
                                               ----------       ----------
        Total current liabilities              $  147,975       $  192,203

LONG-TERM LIABILITIES:
   Accrued liability                           $   71,465       $   84,584
   Asset retirement obligation
      (Note 1)                                    282,860          276,256
                                               ----------       ----------
        Total long-term liabilities            $  354,325       $  360,840

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  116,081)     ($  126,897)
   Limited Partners, issued and
      outstanding, 221,484 units                2,468,605        3,131,791
                                               ----------       ----------
        Total Partners' capital                $2,352,524       $3,004,894
                                               ----------       ----------
                                               $2,854,824       $3,557,937
                                               ==========       ==========



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



                                      -23-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)



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

REVENUES:
   Oil and gas sales                           $733,032         $811,137
   Interest income                                7,309            3,426
                                               --------         --------
                                               $740,341         $814,563

COSTS AND EXPENSES:
   Lease operating                             $148,229         $119,778
   Production tax                                49,528           43,293
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 50,118           40,254
   General and administrative
      (Note 2)                                   62,029           62,124
                                               --------         --------
                                               $309,904         $265,449
                                               --------         --------

NET INCOME                                     $430,437         $549,114
                                               ========         ========
GENERAL PARTNER - NET INCOME                   $ 46,823         $ 28,895
                                               ========         ========
LIMITED PARTNERS - NET INCOME                  $383,614         $520,219
                                               ========         ========
NET INCOME per unit                            $   1.73         $   2.35
                                               ========         ========
UNITS OUTSTANDING                               221,484          221,484
                                               ========         ========

















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



                                      -24-




               GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)



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

REVENUES:
   Oil and gas sales                         $1,594,898         $1,631,089
   Interest income                               15,332              6,011
   Other income                                   9,018                  -
                                             ----------         ----------
                                             $1,619,248         $1,637,100

COSTS AND EXPENSES:
   Lease operating                           $  319,300         $  283,635
   Production tax                                97,647             87,286
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 93,893             77,405
   General and administrative
      (Note 2)                                  147,596            145,267
                                             ----------         ----------
                                             $  658,436         $  593,593
                                             ----------         ----------

NET INCOME                                   $  960,812         $1,043,507
                                             ==========         ==========
GENERAL PARTNER - NET INCOME                 $  102,998         $   54,971
                                             ==========         ==========
LIMITED PARTNERS - NET INCOME                $  857,814         $  988,536
                                             ==========         ==========
NET INCOME per unit                          $     3.87         $     4.46
                                             ==========         ==========
UNITS OUTSTANDING                               221,484            221,484
                                             ==========         ==========
















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



                                      -25-




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (Unaudited)
                                                    2006            2005
                                                ------------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $  960,812     $1,043,507
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                   93,893         77,405
      (Increase) decrease in accounts
        receivable - oil and gas sales              222,452    (    21,203)
      Decrease in deferred charge                     2,553          4,610
      Increase (decrease) in accounts
        payable                                 (    39,643)         3,569
      Increase in gas imbalance
        payable                                       1,004            399
      Decrease in accrued liability             (    13,119)   (    10,770)
                                                 ----------     ----------
Net cash provided by operating
   activities                                    $1,227,952     $1,097,517
                                                 ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         ($   15,596)   ($   15,275)
   Proceeds from sale of oil
      and gas properties                                  -          3,190
                                                 ----------     ----------
Net cash used by investing
   activities                                   ($   15,596)   ($   12,085)
                                                 ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           ($1,613,182)   ($1,040,050)
                                                 ----------     ----------
Net cash used by financing
   activities                                   ($1,613,182)   ($1,040,050)
                                                 ----------     ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             ($  400,826)    $   45,382

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            1,062,866        696,460
                                                 ----------     ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                 $  662,040     $  741,842
                                                 ==========     ==========



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



                                      -26-




            GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
                 CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2006
                                   (Unaudited)



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

      The balance  sheets as of June 30, 2006,  statements of operations for the
      three and six months ended June 30, 2006 and 2005,  and statements of cash
      flows for the six months  ended June 30, 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 June 30, 2006,  the results of  operations  for the
      three and six months ended June 30, 2006 and 2005,  and the cash flows for
      the six months ended June 30, 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  June  30,  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.



                                      -27-





      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
      (i)  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 (ii)  capitalized  as part of the  carrying  amount  of the well.
      Estimated  abandonment  dates will be revised  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 increases in both
      labor and rig costs associated with plugging wells. Cash flows will not be
      affected until wells are actually plugged and abandoned.

      The asset retirement  obligation is adjusted upwards each quarter in order
      to recognize  accretion of the time-related  discount factor.  For the six
      months ended June 30, 2006, the III-A,  III-B,  III-C,  III-D,  III-E, and
      III-F Partnerships recognized $20,000, $13,000, $21,000, $12,000, $26,000,
      and $14,000, respectively, of an increase in depreciation,  depletion, and
      amortization  expense,  which  was  comprised  of  accretion  of the asset
      retirement obligation and depletion of the increase in capitalized cost of
      oil and gas properties.

      The components of the change in asset retirement obligations for the three
      and six months ended June 30, 2006 and 2005 are as shown below.





                                      -28-





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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               6/30/2006         6/30/2005
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $288,695          $116,105
      Accretion expense                            3,416             1,151
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Quarter             $292,111          $117,256
                                                ========          ========

                                              Six Months        Six Months
                                                 Ended             Ended
                                               6/30/2006         6/30/2005
                                             ------------       ------------

      Total Asset Retirement
         Obligation, January 1                  $285,256          $114,955
      Accretion expense                            6,855             2,301
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $292,111          $117,256
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 26,493          $  3,614
      Asset Retirement Obligation -
         Long-Term                               265,618           113,642


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

                                             Three Months      Three Months
                                                Ended             Ended
                                              6/30/2006         6/30/2005
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $186,795          $ 80,639
      Accretion expense                            2,181               808
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Quarter             $188,976          $ 81,447
                                                ========          ========










                                      -29-




                                              Six Months        Six Months
                                                 Ended             Ended
                                               6/30/2006         6/30/2005
                                              -----------       -----------

      Total Asset Retirement
         Obligation, January 1                  $184,613          $ 79,865
      Accretion expense                            4,363             1,582
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $188,976          $ 81,447
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 14,745          $ 24,802
      Asset Retirement Obligation -
         Long-Term                               174,231            56,645


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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               6/30/2006        6/30/2005
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $379,515          $207,836
      Additions and revisions                          -                14
      Accretion expense                            4,402             2,112
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Quarter             $383,917          $209,962
                                                ========          ========

                                              Six Months        Six Months
                                                 Ended             Ended
                                               6/30/2006         6/30/2005
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $375,230          $204,672
      Additions and revisions                          -             1,083
      Settlements and disposals                (     109)                -
      Accretion expense                            8,796             4,207
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $383,917          $209,962
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 19,328          $ 26,845
      Asset Retirement Obligation -
         Long-Term                               364,589           183,117







                                      -30-




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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               6/30/2006         6/30/2005
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $203,728          $110,431
      Accretion expense                            2,337             1,106
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Quarter             $206,065          $111,537
                                                ========          ========

                                              Six Months        Six Months
                                                 Ended             Ended
                                               6/30/2006         6/30/2005
                                              -----------      ------------

      Total Asset Retirement
         Obligation, January 1                  $204,098          $109,182
      Additions and revisions                          -               155
      Settlements and disposals                (   2,732)                -
      Accretion expense                            4,699             2,200
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $206,065          $111,537
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $ 14,035          $  3,510
      Asset Retirement Obligation -
         Long-Term                               192,030           108,027


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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               6/30/2006         6/30/2005
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $442,837          $219,243
      Settlements and disposals                        -         (   5,091)
      Accretion expense                            5,053             2,096
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Quarter             $447,890          $216,248
                                                ========          ========








                                      -31-




                                              Six Months        Six Months
                                                 Ended             Ended
                                               6/30/2006         6/30/2005
                                              -----------       -----------

      Total Asset Retirement
         Obligation, January 1                  $437,762          $217,175
      Settlements and disposals                        -         (   5,091)
      Accretion expense                           10,128             4,164
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $447,890          $216,248
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  8,155          $  7,014
      Asset Retirement Obligation -
         Long-Term                               439,735           209,234

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

                                             Three Months      Three Months
                                                 Ended             Ended
                                               6/30/2006         6/30/2005
                                             ------------      ------------

      Total Asset Retirement
         Obligation, April 1                    $281,674          $151,897
      Accretion expense                            3,451             1,713
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Quarter             $285,125          $153,610
                                                ========          ========


                                              Six Months        Six Months
                                                 Ended             Ended
                                               6/30/2006         6/30/2005
                                             ------------      ------------

      Total Asset Retirement
         Obligation, January 1                  $278,204          $150,199
      Accretion expense                            6,921             3,411
                                                --------          --------
      Total Asset Retirement
         Obligation, End of Period              $285,125          $153,610
                                                ========          ========
      Asset Retirement Obligation -
         Current                                $  2,265          $  3,063
      Asset Retirement Obligation -
         Long-Term                               282,860           150,547








                                      -32-





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

      The Partnerships'  partnership  agreements (the "Partnership  Agreements")
      provide for  reimbursement  to the General  Partner for all direct general
      and  administrative  expenses  and  for  the  general  and  administrative
      overhead  applicable to the Partnerships  based on an allocation of actual
      costs incurred. During the three months ended June 30, 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                 $ 3,927                $ 69,468
               III-B                   2,573                  36,405
               III-C                   3,712                  64,353
               III-D                   3,164                  34,476
               III-E                   8,075                 110,070
               III-F                   3,745                  58,284

      During the six months ended June 30, 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                 $31,939                $138,936
               III-B                  28,664                  72,810
               III-C                  31,351                 128,706
               III-D                  29,064                  68,952
               III-E                  38,373                 220,140
               III-F                  31,028                 116,568

      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.

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

      The Accrued  Liability - Other at June 30, 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.



                                      -33-




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.






                                      -34-




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 June  30,  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  reduce  or  eliminate  cash  available  for  a  particular  quarterly
      distribution.   During  the  six  months  ended  June  30,  2006,  capital
      expenditures  for the III-C and III-D  Partnerships  totaled  $448,000 and
      $359,000,   respectively.   These   expenditures  were  primarily  due  to
      recompletions  of the Sugg AA 3 #1 and Sugg AA 3067 #1  wells  located  in
      Irion  County,  Texas.  The  III-C  and  III-D  Partnerships  own  working
      interests of approximately 29.9% and 25.0%, respectively, in the Sugg AA 3
      #1 well and 34.2% and  28.6%,  respectively,  in the Sugg AA 3067 #1 well.
      Other capital  expenditures  incurred by the  Partnerships  during the six
      months ended June 30, 2006 and 2005 were not material to the Partnerships'
      cash flows.

      Pursuant to the terms of 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



                                      -35-




      Partnership  for up to five  periods of two years each.  As of the date of
      this Quarterly  Report,  the General Partner has extended the terms of the
      Partnerships   for  their  fourth   extension   period.   Therefore,   the
      Partnerships  are currently  scheduled to terminate on the dates indicated
      in the "Current Termination Date" column of the following chart.

                         Initial           Extensions       Current
      Partnership    Termination Date      Exercised    Termination Date
      -----------    -----------------     ---------    -----------------
         III-A       November 22, 1999          4       November 22, 2007
         III-B       January 24, 2000           4       December 31, 2007
         III-C       February 28, 2000          4       December 31, 2007
         III-D       September 5, 2000          4       December 31, 2007
         III-E       December 26, 2000          4       December 31, 2007
         III-F       March 7, 2001              4       December 31, 2007

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



                                      -36-





      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



                                      -37-




      and  abandonment  obligations  to be (i) 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 (ii) 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 will  impact  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
      volumes  to  differ  from the  reserve  reports  prepared  by the  General
      Partner.



                                      -38-





                                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
         Production                              ( 6,894)      (   84,764)
         Extensions and discoveries                   11            1,953
         Revisions of previous
            estimates                              6,071           96,052
                                                  ------        ---------

      Proved reserves, June 30, 2006              88,890        3,349,537
                                                  ======        =========



                                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
         Production                              ( 4,739)      (   34,124)
         Extensions and discoveries                    3              497
         Revisions of previous
            estimates                            (   581)      (   95,999)
                                                  ------        ---------

      Proved reserves, June 30, 2006              51,789        1,219,479
                                                  ======        =========




                                      -39-





                                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
         Production                              ( 2,778)      (  133,924)
         Extensions and discoveries               10,600          122,051
         Revisions of previous
            estimates                            (   988)      (  321,340)
                                                  ------        ---------

      Proved reserves, June 30, 2006              97,341        4,223,819
                                                  ======        =========

                                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
         Production                             (  2,407)      (   75,153)
         Extensions and discoveries                8,815           78,491
         Revisions of previous
            estimates                              1,200       (  173,003)
                                                 -------        ---------

      Proved reserves, June 30, 2006              91,067        2,178,773
                                                 =======        =========



                                      -40-





                                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
         Production                             (  4,871)      (  147,749)
         Revisions of previous
            estimates                           (  8,624)      (  286,325)
                                                 -------        ---------

      Proved reserves, June 30, 2006             128,526        4,780,019
                                                 =======        =========


                                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
         Production                             (  4,562)      (   78,746)
         Extensions and discoveries                    -              187
         Revisions of previous
            estimates                              3,434       (  312,390)
                                                 -------        ---------

      Proved reserves, June 30, 2006             344,096        2,931,553
                                                 =======        =========

      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



                                      -41-




      valorem taxes, and operating  expenses) and estimated  future  development
      costs, discounted at 10% per annum.

      The  following  table  indicates  the  estimated  net present value of the
      Partnerships'  proved  reserves as of June 30, 2006,  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 oil and gas prices cause the estimates of
      remaining economically  recoverable reserves, as well as the values placed
      on said reserves,  to fluctuate.  The prices used in  calculating  the net
      present value  attributable  to the  Partnerships'  proved reserves do not
      necessarily reflect market prices for oil and gas production subsequent to
      June  30,  2006.  There  can be no  assurance  that  the  prices  used  in
      calculating the net present value of the Partnerships'  proved reserves at
      June 30, 2006 will actually be realized for such production.

                                  Net Present Value of Reserves
                        -----------------------------------------------
      Partnership         6/30/06             3/31/06         12/31/05
      -----------       -----------         -----------     -----------
        III-A           $11,752,525         $13,164,434     $18,172,686
        III-B             5,368,024           6,084,467       8,094,147
        III-C            12,911,289          13,478,529      19,743,674
        III-D             7,741,492           7,505,439      10,571,683
        III-E            16,003,653          18,021,403      25,351,236
        III-F            14,966,678          15,791,540      20,515,797

                                     Oil and Gas Prices
                        -----------------------------------------------
        Pricing           6/30/06             3/31/06         12/31/05
      -----------       -----------         -----------     -----------
      Oil (Bbl)         $     73.94         $     66.25     $     61.06
      Gas (Mcf)                6.09                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.  The primary source of
      liquidity and Partnership cash  distributions  comes from the net revenues
      generated  from the  sale of oil and gas.  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



                                      -42-




      of net revenues is also highly  dependent upon the prices received for oil
      and gas sales, which are very volatile.

      Additionally,  lower  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  continue.  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.  Net revenues may also be affected by
      proceeds  from  property  sales or additional  costs  resulting  from well
      workovers, recompletions, new well drilling, and other events.

      In addition to pricing, 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.  Despite this general
      trend of declining  production,  several factors can cause volumes sold to
      increase,  remain relatively constant, or decrease at an even greater rate
      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 oil and gas  wells due to low oil and gas
                  prices (or the opening of previously shut-in wells due to high
                  oil  and  gas  prices),  mechanical  difficulties,  loss  of a
                  market/transportation,    or    performance    of   workovers,
                  recompletions, or other operations in the well;



                                      -43-





            *     Prior period  volume  adjustments  made by the  operators of
                  the properties;
            *     Adjustments  in ownership or rights to  production  (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  can be very  significant  for a single well or for
      many wells over a short  period of time.  Due to the large number of wells
      owned by the  Partnerships,  these  factors are  generally not material as
      compared to the normal declines in production experienced on all remaining
      wells.

      III-A PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2006  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2005.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                   2006             2005
                                                ----------       ----------
      Oil and gas sales                         $1,041,693       $1,136,402
      Oil and gas production expenses           $  228,058       $  213,974
      Barrels produced                               6,894            8,162
      Mcf produced                                  84,764          105,753
      Average price/Bbl                         $    68.37       $    52.45
      Average price/Mcf                         $     6.73       $     6.70

      As shown in the table  above,  total oil and gas sales  decreased  $95,000
      (8.3%) for the three  months  ended June 30, 2006 as compared to the three
      months ended June 30, 2005.  Of this  decrease  $67,000 and $141,000  were
      related to decreases in volumes of oil and gas sold.  These decreases were
      partially  offset by an increase of $110,000 related to an increase in the
      average price of oil sold.

      Volumes of oil and gas sold decreased 1,268 barrels and 20,989 Mcf for the
      three  months  ended June 30, 2006 as compared to the three  months  ended
      June 30, 2005.  The decrease in volumes of oil sold was  primarily  due to
      (i) the shutting-in of one  significant  well during late 2005 through mid
      2006 in order to perform an unsuccessful 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) a
      positive  prior  period  volume  adjustment  made by the  operator  on one
      significant  well during the three months  ended June 30, 2005,  and (iii)
      the shutting-in of two significant wells during late 2005 through mid 2006
      in order to perform  workovers.  As of the date of this Quarterly  Report,
      the operator has not yet



                                      -44-




      determined  when or if the shut-in wells will return to production and, if
      returned to  production,  at what rate.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) increased $14,000 (6.6%) for the three months ended June
      30,  2006 as  compared  to the three  months  ended  June 30,  2005.  This
      increase  was  primarily  due  to  workover   expenses   incurred  on  one
      significant  well  during  the three  months  ended  June 30,  2006.  This
      increase was partially offset by (i) workover expenses incurred on several
      other  wells  during  the  three  months  ended  June 30,  2005 and (ii) a
      decrease in production  taxes  associated with the decrease in oil and gas
      sales. As a percentage of oil and gas sales,  these expenses  increased to
      21.9% for the three  months  ended June 30,  2006 from 18.8% for the three
      months ended June 30, 2005,  primarily  due to the decrease in oil and gas
      sales and the dollar increase in production expenses.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
      properties  increased $34,000 (147.1%) for the three months ended June 30,
      2006 as compared to the three months ended June 30, 2005. Of this increase
      (i) $7,000 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.  Other
      contributing  factors to the  increase  were two  significant  wells being
      fully  depleted  during the three  months ended June 30, 2006 due to their
      lack of remaining reserves. The increases in DD&A 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 5.4% for the three months ended June
      30, 2006 from 2.0% for the three months ended June 30, 2005, primarily due
      to the dollar increase in DD&A.

      General and administrative  expenses remained  relatively constant for the
      three months ended June 30, 2006 and 2005.  As a percentage of oil and gas
      sales,  these  expenses  increased to 7.0% for the three months ended June
      30, 2006 from 6.5% for the three months ended June 30, 2005.






                                      -45-





      SIX MONTHS  ENDED JUNE 30, 2006  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2005.

                                                 Six Months Ended June 30,
                                                ---------------------------
                                                   2006             2005
                                                ----------       ----------
      Oil and gas sales                         $2,155,013       $2,170,098
      Oil and gas production expenses           $  481,476       $  576,322
      Barrels produced                              13,714           16,196
      Mcf produced                                 182,280          214,240
      Average price/Bbl                         $    65.50       $    48.95
      Average price/Mcf                         $     6.89       $     6.43

      As shown in the table above,  total oil and gas sales remained  relatively
      constant for the six months ended June 30, 2006 and 2005.  Sales increases
      of $227,000 and $85,000  related to increases in the average prices of oil
      and gas sold  were  substantially  offset by  decreases  of  $122,000  and
      $205,000 related to decreases in volumes of oil and gas sold.

      Volumes of oil and gas sold decreased 2,482 barrels and 31,960 Mcf for the
      six months  ended June 30, 2006 as  compared to the six months  ended June
      30, 2005. The decrease in volumes of oil sold was primarily due to (i) the
      shutting-in of one  significant  well during late 2005 through mid 2006 in
      order to perform an  unsuccessful  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 several wells
      during the six months ended June 30, 2005,  and (iii) the  shutting-in  of
      several  wells  during  late  2005  through  mid 2006 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.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $95,000 (16.5%) for the six months ended June
      30, 2006 as compared to the six months ended June 30, 2005.  This decrease
      was  primarily  due to (i)  workover  expenses  incurred on several  wells
      during the six months  ended June 30, 2005,  (ii) a positive  prior period
      production tax  adjustment  made by the operator on one  significant  well
      during  the six  months  ended  June 30,  2005,  and (iii) a  decrease  in
      saltwater  disposal  expenses  incurred  on several  wells  during the six
      months  ended June 30, 2006 as compared to the same period in 2005.  As of
      the date of this  Quarterly  Report,  management  anticipates  that  these
      saltwater  disposal  expenses will remain at 2006 levels.  These decreases
      were partially offset by workover expenses



                                      -46-




      incurred  on one  significant  well  during the six months  ended June 30,
      2006. As a percentage of oil and gas sales,  these  expenses  decreased to
      22.3% for the six months ended June 30, 2006 from 26.6% for the six months
      ended June 30, 2005,  primarily  due to the dollar  decrease in production
      expenses.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
      properties  increased  $37,000  (79.2%) for the six months  ended June 30,
      2006 as compared to the six months ended June 30, 2005.  Of this  increase
      (i) $13,000 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) $4,000 was
      due to accretion of these additional asset retirement  obligations.  Other
      contributing  factors to the  increase  were two  significant  wells being
      fully depleted during the six months ended June 30, 2006 due to their lack
      of remaining reserves.  The increases in DD&A 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 3.9% for the six months ended June 30,
      2006 from 2.2% for the six months  ended June 30, 2005,  primarily  due to
      the dollar increase in DD&A.

      General and  administrative  expenses  increased $2,000 (1.5%) for the six
      months  ended June 30, 2006 as  compared to the six months  ended June 30,
      2005. As a percentage of oil and gas sales,  these  expenses  increased to
      7.9% for the six months  ended June 30,  2006 from 7.8% for the six months
      ended June 30, 2005.

      The Limited  Partners have received  cash  distributions  through June 30,
      2006  totaling   $43,338,701  or  164.18%  of  Limited  Partners'  capital
      contributions.

      III-B PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2006  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2005.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                    2006            2005
                                                  --------        --------
      Oil and gas sales                           $563,165        $605,293
      Oil and gas production expenses             $139,565        $118,014
      Barrels produced                               4,739           5,712
      Mcf produced                                  34,124          45,921
      Average price/Bbl                           $  68.53        $  52.35
      Average price/Mcf                           $   6.99        $   6.67

      As shown in the table  above,  total oil and gas sales  decreased  $42,000
      (7.0%) for the three  months  ended June 30, 2006 as compared to the three
      months  ended June 30,  2005.  Of this  decrease  $51,000 and $79,000 were
      related to decreases in volumes of oil and gas sold.  These decreases were
      partially  offset by increases of $77,000 and $11,000 related to increases
      in the average prices of oil and gas sold.



                                      -47-




      Volumes of oil and gas sold  decreased  973 barrels and 11,797 Mcf for the
      three  months  ended June 30, 2006 as compared to the three  months  ended
      June 30, 2005.  The decrease in volumes of oil sold was  primarily  due to
      (i) the shutting-in of one  significant  well during late 2005 through mid
      2006 in order to perform an unsuccessful 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) a
      positive  prior  period  volume  adjustment  made by the  operator  on one
      significant  well during the three months  ended June 30, 2005,  and (iii)
      the shutting-in of two significant wells during late 2005 through mid 2006
      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.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $22,000  (18.3%) for the three months ended
      June 30, 2006 as compared to the three months  ended June 30,  2005.  This
      increase  was  primarily  due  to  workover   expenses   incurred  on  one
      significant  well  during  the three  months  ended  June 30,  2006.  This
      increase was partially offset by (i) workover expenses incurred on several
      other  wells  during  the  three  months  ended  June 30,  2005 and (ii) a
      decrease in production  taxes  associated with the decrease in oil and gas
      sales. As a percentage of oil and gas sales,  these expenses  increased to
      24.8% for the three  months  ended June 30,  2006 from 19.5% for the three
      months  ended  June 30,  2005,  primarily  due to the dollar  increase  in
      production expenses.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
      properties  increased $22,000 (173.7%) for the three months ended June 30,
      2006 as compared to the three months ended June 30, 2005. Of this increase
      (i) $5,000 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.  Other
      contributing  factors to the  increase  were two  significant  wells being
      fully  depleted  during the three  months ended June 30, 2006 due to their
      lack of remaining reserves. The increases in DD&A 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 6.0% for the three months ended June
      30, 2006 from 2.1% for the three months ended June 30, 2005, primarily due
      to the dollar increase in DD&A.

      General and administrative  expenses remained  relatively constant for the
      three months ended June 30, 2006 and 2005.  As a percentage of oil and gas
      sales, these expenses



                                      -48-




      increased  to 6.9% for the three  months ended June 30, 2006 from 6.5% for
      the three months ended June 30, 2005.

      SIX MONTHS  ENDED JUNE 30, 2006  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2005.

                                                 Six Months Ended June 30,
                                                 -------------------------
                                                     2006          2005
                                                  ----------    ----------
      Oil and gas sales                           $1,153,636    $1,130,446
      Oil and gas production expenses             $  295,009    $  335,254
      Barrels produced                                 9,589        11,110
      Mcf produced                                    76,541        90,715
      Average price/Bbl                           $    65.21    $    49.06
      Average price/Mcf                           $     6.90    $     6.45

      As shown in the table  above,  total oil and gas sales  increased  $23,000
      (2.1%)  for the six  months  ended June 30,  2006 as  compared  to the six
      months ended June 30,  2005.  Of this  increase  $155,000 and $34,000 were
      related to  increases  in the  average  prices of oil and gas sold.  These
      increases  were  partially  offset by  decreases  of $75,000  and  $91,000
      related to decreases in volumes of oil and gas sold.

      Volumes of oil and gas sold decreased 1,521 barrels and 14,174 Mcf for the
      six months  ended June 30, 2006 as  compared to the six months  ended June
      30, 2005. The decrease in volumes of oil sold was primarily due to (i) the
      shutting-in of one  significant  well during late 2005 through mid 2006 in
      order to perform an  unsuccessful  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) a
      positive  prior  period  volume  adjustment  made by the  operator  on one
      significant  well during the six months ended June 30, 2005, and (iii) the
      shutting-in  of several  other wells  during late 2005 through mid 2006 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.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $40,000 (12.0%) for the six months ended June
      30, 2006 as compared to the six months ended June 30, 2005.  This decrease
      was  primarily  due to (i)  workover  expenses  incurred on several  wells
      during the six months  ended June 30, 2005,  (ii) a positive  prior period
      production tax  adjustment  made by the operator on one  significant  well
      during  the six  months  ended  June 30,  2005,  and (iii) a  decrease  in
      saltwater  disposal  expenses  incurred  on several  wells  during the six
      months  ended June 30, 2006 as compared to the same period in 2005.  As of
      the date of this Quarterly Report, management anticipates that these



                                      -49-




      saltwater  disposal  expenses will remain at 2006 levels.  These decreases
      were partially  offset by workover  expenses  incurred on one  significant
      well during the six months ended June 30, 2006. As a percentage of oil and
      gas sales, these expenses decreased to 25.6% for the six months ended June
      30, 2006 from 29.7% for the six months ended June 30, 2005,  primarily due
      to the dollar decrease in production expenses.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
      properties  increased  $33,000  (192.8%) for the six months ended June 30,
      2006 as compared to the six months ended June 30, 2005.  Of this  increase
      (i) $9,000 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) $3,000 was due
      to accretion  of these  additional  asset  retirement  obligations.  Other
      contributing  factors to the  increase  were two  significant  wells being
      fully depleted during the six months ended June 30, 2006 due to their lack
      of remaining reserves.  The increases in DD&A 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 4.3% for the six months ended June 30,
      2006 from 1.5% for the six months  ended June 30, 2005,  primarily  due to
      the dollar increase in DD&A.

      General and  administrative  expenses  increased $2,000 (2.1%) for the six
      months  ended June 30, 2006 as  compared to the six months  ended June 30,
      2005.  As a  percentage  of oil and gas  sales,  these  expenses  remained
      constant at 8.8% for the six months ended June 30, 2006 and 2005.

      The Limited  Partners have received  cash  distributions  through June 30,
      2006  totaling   $23,942,353  or  173.07%  of  Limited  Partners'  capital
      contributions.






                                      -50-





      III-C PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2006  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2005.

                                               Three Months Ended June 30,
                                               ---------------------------
                                                   2006            2005
                                                ----------       --------
      Oil and gas sales                         $1,000,961       $982,319
      Oil and gas production expenses           $  257,345       $152,545
      Barrels produced                               2,778          2,286
      Mcf produced                                 133,924        143,514
      Average price/Bbl                         $    67.41       $  50.81
      Average price/Mcf                         $     6.08       $   6.04

      As shown in the table  above,  total oil and gas sales  increased  $19,000
      (1.9%) for the three  months  ended June 30, 2006 as compared to the three
      months ended June 30, 2005.  Of this  increase (i) $46,000 and $6,000 were
      related to  increases  in the average  prices of oil and gas sold and (ii)
      $25,000 was related to an increase in volumes of oil sold. These increases
      were  partially  offset by a decrease of $58,000  related to a decrease in
      volumes of gas sold.

      Volumes  of oil sold  increased  492  barrels,  while  volumes of gas sold
      decreased  9,590 Mcf for the three  months ended June 30, 2006 as compared
      to the three months  ended June 30,  2005.  The increase in volumes of oil
      sold was primarily due to (i) an increase in production on one significant
      well following its successful  recompletion 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  decrease  in  volumes  of gas sold was  primarily  due to (i)  normal
      declines in production and (ii) positive  prior period volume  adjustments
      made by the  operators on several wells during the three months ended June
      30, 2005.  These  decreases  were  partially  offset by (i) the successful
      completion  of  several  new wells  during  2005 and  early  2006 and (ii)
      increases  in  production  on  two   significant   wells  following  their
      successful recompletions during early 2006.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $105,000 (68.7%) for the three months ended
      June 30, 2006 as compared to the three months  ended June 30,  2005.  This
      increase was  primarily due to (i) a $50,000  decrease in lease  operating
      expenses  during the three  months  ended June 30, 2005  resulting  from a
      decrease  in the III-C  Partnership's  gas  balancing  position on several
      wells,  (ii) workover  expenses incurred on several wells during the three
      months ended June 30,  2006,  and (iii)  repair and  maintenance  expenses
      incurred on several  other wells  during the three  months  ended June 30,
      2006. These increases were partially offset by workover  expenses incurred
      on several other wells during the three



                                      -51-




      months ended June 30, 2005.  As a percentage  of oil and gas sales,  these
      expenses  increased to 25.7% for the three months ended June 30, 2006 from
      15.5% for the three  months  ended  June 30,  2005,  primarily  due to the
      dollar increase in production expenses.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
      properties  increased  $32,000 (77.1%) for the three months ended June 30,
      2006 as compared to the three months ended June 30,  2005.  This  increase
      was primarily due to (i) one significant  well being fully depleted during
      the three months ended June 30, 2006 due to its lack of remaining reserves
      and (ii)  downward  revisions in the  estimates of remaining  gas reserves
      since June 30,  2005.  Other  contributing  factors to the  increase  were
      increases  of (i) $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 (ii)
      $2,000 due to accretion of these additional asset retirement  obligations.
      The increases in DD&A were partially  offset by another  significant  well
      being fully  depleted  during the three  months ended June 30, 2005 due to
      its lack of remaining reserves. As a percentage of oil and gas sales, this
      expense  increased  to 7.4% for the three  months ended June 30, 2006 from
      4.3% for the three months ended June 30, 2005, primarily due to the dollar
      increase in DD&A.

      General and administrative  expenses remained  relatively constant for the
      three months ended June 30, 2006 and 2005.  As a percentage of oil and gas
      sales,  these  expenses  decreased to 6.8% for the three months ended June
      30, 2006 from 6.9% for the three months ended June 30, 2005.

      SIX MONTHS  ENDED JUNE 30, 2006  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2005.

                                                 Six Months Ended June 30,
                                                ---------------------------
                                                   2006             2005
                                                ----------       ----------
      Oil and gas sales                         $2,233,942       $1,936,824
      Oil and gas production expenses           $  533,220       $  373,697
      Barrels produced                               5,490            4,755
      Mcf produced                                 292,087          277,720
      Average price/Bbl                         $    64.65       $    48.74
      Average price/Mcf                         $     6.43       $     6.14

      As shown in the table above,  total oil and gas sales  increased  $297,000
      (15.3%)  for the six months  ended June 30,  2006 as  compared  to the six
      months ended June 30, 2005.  Of this increase (i) $87,000 and $86,000 were
      related to  increases  in the average  prices of oil and gas sold and (ii)
      $36,000 and $88,000  were  related to  increases in volumes of oil and gas
      sold.




                                      -52-




      Volumes of oil and gas sold  increased  735 barrels and 14,367 Mcf for the
      six months  ended June 30, 2006 as  compared to the six months  ended June
      30, 2005.  The increase in volumes of oil sold was primarily due to (i) an
      increase in production on one  significant  well  following its successful
      recompletion  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)  increases in  production on
      several other wells following their successful  recompletions during 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 $160,000 (42.7%) for the six months ended June
      30, 2006 as compared to the six months ended June 30, 2005.  This increase
      was  primarily  due to (i)  workover  expenses  incurred on several  wells
      during the six months  ended June 30,  2006,  (ii) a $50,000  decrease  in
      lease  operating  expenses  during  the six  months  ended  June 30,  2005
      resulting  from  a  decrease  in the  III-C  Partnership's  gas  balancing
      position  on several  wells,  and (iii)  repair and  maintenance  expenses
      incurred on several other wells during the six months ended June 30, 2006.
      These  increases were partially  offset by workover  expenses  incurred on
      several  wells during the six months ended June 30, 2005.  As a percentage
      of oil and gas sales, these expenses increased to 23.9% for the six months
      ended June 30,  2006 from 19.3% for the six  months  ended June 30,  2005,
      primarily due to the dollar increase in production expenses.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
      properties  increased  $35,000  (36.9%) for the six months  ended June 30,
      2006 as compared to the six months ended June 30, 2005.  Of this  increase
      (i) $11,000 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) $4,000 was
      due to accretion of these additional asset retirement  obligations.  Other
      contributing  factors to the increase were (i) one significant  well being
      fully  depleted  during the six months ended June 30, 2006 due to its lack
      of  remaining  reserves  and (ii) an  increase in  depletable  oil and gas
      properties  during the six months ended June 30, 2006 primarily due to the
      recompletion  of another  significant  well.  The  increases  in DD&A were
      partially  offset by one significant  well being fully depleted during the
      six months ended June 30, 2005 due to its lack of remaining reserves. As a
      percentage  of oil and gas sales,  this expense  increased to 5.7% for the
      six months ended June 30, 2006 from 4.8% for the six months ended June 30,
      2005, primarily due to the dollar increase in DD&A.





                                      -53-




      General and  administrative  expenses  increased $2,000 (1.5%) for the six
      months  ended June 30, 2006 as  compared to the six months  ended June 30,
      2005. As a percentage of oil and gas sales,  these  expenses  decreased to
      7.2% for the six months  ended June 30,  2006 from 8.1% for the six months
      ended June 30, 2005, primarily due to the increase in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2006  totaling   $32,710,795  or  133.77%  of  Limited  Partners'  capital
      contributions.

      III-D PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2006  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2005.

                                               Three Months Ended June 30,
                                               ---------------------------
                                                  2006              2005
                                                --------          --------
      Oil and gas sales                         $585,954          $557,045
      Oil and gas production expenses           $138,288          $ 89,224
      Barrels produced                             2,407             2,101
      Mcf produced                                75,153            75,890
      Average price/Bbl                         $  66.82          $  49.88
      Average price/Mcf                         $   5.66          $   5.96

      As shown in the table  above,  total oil and gas sales  increased  $29,000
      (5.2%) for the three  months  ended June 30, 2006 as compared to the three
      months ended June 30, 2005. Of this increase (i) $41,000 was related to an
      increase in the average  price of oil sold and (ii) $15,000 was related to
      an increase in volumes of oil sold.  These increases were partially offset
      by decreases of (i) $23,000  related to a decrease in the average price of
      gas sold and (ii) $4,000 related to a decrease in volumes of gas sold.

      Volumes  of oil sold  increased  306  barrels,  while  volumes of gas sold
      decreased  737 Mcf for the three months ended June 30, 2006 as compared to
      the three months ended June 30, 2005.  The increase in volumes of oil sold
      was primarily due to (i) an increase in production on one significant well
      following  its  successful  recompletion  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  decrease  in volumes of gas sold was  primarily  due to (i)  positive
      prior period  volume  adjustments  made by the  operators on several wells
      during the three  months  ended June 30, 2005 and (ii) normal  declines in
      production.  These  decreases were partially  offset by (i) the successful
      completion  of  several  new wells  during  2005 and  early  2006 and (ii)
      increases  in  production  on  two   significant   wells  following  their
      successful recompletions during early 2006.





                                      -54-




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $49,000  (55.0%) for the three months ended
      June 30, 2006 as compared to the three months  ended June 30,  2005.  This
      increase was  primarily due to (i) a $34,000  decrease in lease  operating
      expense  during the three  months  ended June 30,  2005  resulting  from a
      decrease  in the III-D  Partnership's  gas  balancing  position on several
      wells,  (ii) a positive prior period lease  operating  expense  adjustment
      made on one significant  well during the three months ended June 30, 2006,
      and (iii) workover  expenses  incurred on another  significant well during
      the three months  ended June 30,  2006.  These  increases  were  partially
      offset by workover  expenses  incurred on two significant wells during the
      three months ended June 30,  2005.  As a percentage  of oil and gas sales,
      these expenses increased to 23.6% for the three months ended June 30, 2006
      from 16.0% for the three months ended June 30, 2005,  primarily due to the
      dollar increase in production expenses.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
      properties  increased  $15,000 (64.1%) for the three months ended June 30,
      2006 as compared to the three months ended June 30,  2005.  This  increase
      was primarily due to (i) one significant  well being fully depleted during
      the three months ended June 30, 2006 due to its lack of remaining reserves
      and (ii) an increase in depletable oil and gas properties during the three
      months ended June 30, 2006  primarily due to the  recompletion  of another
      significant  well.  Other  contributing   factors  to  the  increase  were
      increases  of (i) $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 (ii)
      $1,000 due to accretion of these additional asset retirement  obligations.
      The increases in DD&A were  partially  offset by an increase in depletable
      oil and gas properties  during 2005 primarily due to the  recompletion  of
      one significant  well. As a percentage of oil and gas sales,  this expense
      increased  to 6.4% for the three  months ended June 30, 2006 from 4.1% for
      the three months ended June 30, 2005, primarily due to the dollar increase
      in DD&A.

      General and administrative  expenses remained  relatively constant for the
      three months ended June 30, 2006 and 2005.  As a percentage of oil and gas
      sales,  these  expenses  decreased to 6.4% for the three months ended June
      30, 2006 from 6.7% for the three months ended June 30, 2005.





                                      -55-





      SIX MONTHS  ENDED JUNE 30, 2006  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2005.

                                                 Six Months Ended June 30,
                                                ---------------------------
                                                   2006             2005
                                                ----------       ----------
      Oil and gas sales                         $1,300,940       $1,092,106
      Oil and gas production expenses           $  306,634       $  213,947
      Barrels produced                               4,698            4,500
      Mcf produced                                 159,631          152,605
      Average price/Bbl                         $    63.64       $    47.61
      Average price/Mcf                         $     6.28       $     5.75

      As shown in the table above,  total oil and gas sales  increased  $209,000
      (19.1%)  for the six months  ended June 30,  2006 as  compared  to the six
      months ended June 30, 2005.  Of this increase (i) $75,000 and $84,000 were
      related to  increases  in the average  prices of oil and gas sold and (ii)
      $10,000 and $40,000  were  related to  increases in volumes of oil and gas
      sold.

      Volumes of oil and gas sold  increased  198  barrels and 7,026 Mcf for the
      six months  ended June 30, 2006 as  compared to the six months  ended June
      30, 2005.  The increase in volumes of oil sold was primarily due to (i) an
      increase in production on one  significant  well  following its successful
      recompletion  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)  increases in  production on
      several other wells following their successful  recompletions during 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 $93,000 (43.3%) for the six months ended June
      30, 2006 as compared to the six months ended June 30, 2005.  This increase
      was primarily due to (i) a $34,000  decrease in lease  operating  expenses
      during the six months ended June 30, 2005 resulting from a decrease in the
      III-D  Partnership's  gas  balancing  position  on several  wells,  (ii) a
      positive  prior  period lease  operating  expense  adjustment  made on one
      significant  well  during the six months  ended June 30,  2006,  and (iii)
      repair and maintenance expenses incurred on several other wells during the
      six months ended June 30, 2006.  These increases were partially  offset by
      workover  expenses incurred on two significant wells during the six months
      ended June 30, 2005. As a percentage of oil and gas sales,  these expenses
      increased  to 23.6% for the six months  ended June 30, 2006 from 19.6% for
      the six months ended June 30, 2005,  primarily due to the dollar  increase
      in production expenses.




                                      -56-




      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
      properties  increased  $31,000  (77.1%) for the six months  ended June 30,
      2006 as compared to the six months ended June 30, 2005.  This increase was
      primarily  due to (i) an increase  in  depletable  oil and gas  properties
      during  the  six  months  ended  June  30,  2006   primarily  due  to  the
      recompletion of two significant  wells and (ii) one significant well being
      fully  depleted  during the six months ended June 30, 2006 due to the lack
      of remaining  reserves.  Other  contributing  factors to the increase were
      increases  of (i) $6,000 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 (ii)
      $2,000 due to accretion of these additional asset retirement  obligations.
      The increases in DD&A were  partially  offset by an increase in depletable
      oil and gas properties  during 2005 primarily due to the  recompletion  of
      one significant  well. As a percentage of oil and gas sales,  this expense
      increased to 5.4% for the six months ended June 30, 2006 from 3.7% for the
      six months ended June 30, 2005,  primarily  due to the dollar  increase in
      DD&A.

      General and  administrative  expenses  increased $3,000 (2.6%) for the six
      months  ended June 30, 2006 as  compared to the six months  ended June 30,
      2005. As a percentage of oil and gas sales,  these  expenses  decreased to
      7.5% for the six months  ended June 30,  2006 from 8.7% for the six months
      ended June 30, 2005, primarily due to the increase in oil and gas sales.

      The Limited  Partners have received  cash  distributions  through June 30,
      2006  totaling   $18,225,669  or  139.12%  of  Limited  Partners'  capital
      contributions.

      III-E PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2006  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2005.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                   2006             2005
                                                ----------       ----------
      Oil and gas sales                         $1,125,106       $1,353,943
      Oil and gas production expenses           $  250,540       $  307,948
      Barrels produced                               4,871            6,195
      Mcf produced                                 147,749          172,213
      Average price/Bbl                         $    60.61       $    47.24
      Average price/Mcf                         $     5.62       $     6.16

      As shown in the table above,  total oil and gas sales  decreased  $229,000
      (16.9%) for the three  months ended June 30, 2006 as compared to the three
      months ended June 30, 2005. Of this decrease (i) $62,000 and $151,000 were
      related to  decreases  in volumes of oil and gas sold and (ii) $81,000 was
      related to a decrease in the average price of



                                      -57-




      gas sold.  These  decreases  were  partially  offset by an  increase  of
      $65,000 related to an increase in the average price of oil sold.

      Volumes of oil and gas sold decreased 1,324 barrels and 24,464 Mcf for the
      three  months  ended June 30, 2006 as compared to the three  months  ended
      June 30, 2005.  The decrease in volumes of oil sold was  primarily  due to
      normal  declines in  production.  The  decrease in volumes of gas sold was
      primarily due to (i) normal  declines in production,  (ii) the shutting-in
      of two  significant  wells  during  early to mid 2006 in order to  perform
      workovers,  and (iii) another  significant well being temporarily  shut-in
      during the three months ended June 30, 2006 due to low well  pressure.  As
      of the  date of this  Quarterly  Report,  two of the  shut-in  wells  have
      returned to production at a higher rate than  previously  experienced  and
      the third  shut-in  well is  producing  at a lower  rate  than  previously
      experienced.  These  decreases  were  partially  offset by an  increase in
      production on one significant  well following its successful  recompletion
      during early 2006.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $57,000  (18.6%) for the three months ended
      June 30, 2006 as compared to the three months  ended June 30,  2005.  This
      decrease was  primarily due to (i) a $76,000  decrease in lease  operating
      expenses  during the three  months  ended June 30, 2006  resulting  from a
      decrease  in the III-E  Partnership's  gas  balancing  position on several
      wells, (ii) a decrease in production taxes associated with the decrease in
      oil and gas sales, and (iii) workover expenses incurred on one significant
      well during the three  months ended June 30, 2005.  These  decreases  were
      partially  offset by workover  expenses  incurred  on several  other wells
      during the three months ended June 30,  2006.  As a percentage  of oil and
      gas sales,  these  expenses  decreased to 22.3% for the three months ended
      June 30, 2006 from 22.7% for the three months ended June 30, 2005.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
      properties  increased  $19,000 (44.6%) for the three months ended June 30,
      2006 as compared to the three months ended June 30,  2005.  This  increase
      was primarily due to (i) downward  revisions in the estimates of remaining
      oil and gas  reserves  since  June  30,  2005  and  (ii)  an  increase  in
      depletable oil and gas  properties  during the three months ended June 30,
      2006 primarily due to the  recompletion  of one  significant  well.  Other
      contributing  factors to the increase were  increases of (i) $9,000 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 (ii) $3,000 due to  accretion  of these
      additional  asset  retirement  obligations.  The  increases  in DD&A  were
      partially  offset by (i) an increase in depletable  oil and gas properties
      during 2005 primarily due to the recompletion of one significant



                                      -58-




      well  and  (ii)  the  decreases  in  volumes  of oil  and gas  sold.  As a
      percentage  of oil and gas sales,  this expense  increased to 5.4% for the
      three months ended June 30, 2006 from 3.1% for the three months ended June
      30, 2005, primarily due to the dollar increase in DD&A.

      General and administrative  expenses increased $1,000 (1.0%) for the three
      months  ended June 30, 2006 as compared to the three months ended June 30,
      2005. As a percentage of oil and gas sales,  these  expenses  increased to
      10.5% for the three  months  ended  June 30,  2006 from 8.6% for the three
      months ended June 30, 2005,  primarily  due to the decrease in oil and gas
      sales.

      SIX MONTHS  ENDED JUNE 30, 2006  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2005.

                                                 Six Months Ended June 30,
                                                ---------------------------
                                                   2006             2005
                                                ----------       ----------
      Oil and gas sales                         $2,424,884       $2,570,627
      Oil and gas production expenses           $  564,186       $  666,916
      Barrels produced                               9,063           12,380
      Mcf produced                                 302,526          344,436
      Average price/Bbl                         $    59.99       $    45.37
      Average price/Mcf                         $     6.22       $     5.83

      As shown in the table above,  total oil and gas sales  decreased  $146,000
      (5.7%)  for the six  months  ended June 30,  2006 as  compared  to the six
      months ended June 30, 2005.  Of this  decrease  $151,000 and $244,000 were
      related to decreases in volumes of oil and gas sold.  These decreases were
      partially  offset  by  increases  of  $132,000  and  $117,000  related  to
      increases in the average prices of oil and gas sold.

      Volumes of oil and gas sold decreased 3,317 barrels and 41,910 Mcf for the
      six months  ended June 30, 2006 as  compared to the six months  ended June
      30, 2005.  The decrease in volumes of oil sold was primarily due to normal
      declines in production.  The decrease in volumes of gas sold was primarily
      due to (i) normal  declines in  production,  (ii) the  shutting-in  of two
      significant wells during early to mid 2006 in order to perform  workovers,
      and (iii) another  significant well being  temporarily  shut-in during the
      six months ended June 30, 2006 due to low well pressure. As of the date of
      this  Quarterly  Report,  two  of  the  shut-in  wells  have  returned  to
      production  at a higher  rate than  previously  experienced  and the third
      shut-in  well is producing  at a lower rate than  previously  experienced.
      These decreases were partially  offset by an increase in production on one
      significant well following its successful recompletion during early 2006.





                                      -59-




      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $103,000 (15.4%) for the six months ended June
      30, 2006 as compared to the six months ended June 30, 2005.  This decrease
      was primarily due to (i) a $76,000  decrease in lease  operating  expenses
      during the six months ended June 30, 2006 resulting from a decrease in the
      III-E Partnership's gas balancing position on several wells, (ii) workover
      expenses incurred on one significant well during the six months ended June
      30, 2005,  and (iii) a decrease in production  taxes  associated  with the
      decrease in oil and gas sales.  These  decreases were partially  offset by
      workover  expenses  incurred on several  other wells during the six months
      ended June 30, 2006. As a percentage of oil and gas sales,  these expenses
      decreased  to 23.3% for the six months  ended June 30, 2006 from 25.9% for
      the six months ended June 30, 2005,  primarily due to the dollar  decrease
      in production expenses.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
      properties  increased  $47,000  (54.4%) for the six months  ended June 30,
      2006 as compared to the six months ended June 30, 2005.  This increase was
      primarily due to (i) downward  revisions in the estimates of remaining oil
      and gas  reserves  since June 30, 2005 and (ii) an increase in  depletable
      oil and gas properties during the six months ended June 30, 2006 primarily
      due to  the  recompletion  of one  significant  well.  Other  contributing
      factors to the increase were increases of (i) $15,000 due to the depletion
      of additional  capitalized  costs of oil and gas properties as a result of
      the upward  revision in the estimate of the asset  retirement  obligations
      during  late 2005 and (ii)  $6,000 due to  accretion  of these  additional
      asset retirement obligations.  The increases in DD&A were partially offset
      by (i) the  decreases  in volumes of oil and gas sold and (ii) an increase
      in  depletable  oil and gas  properties  during 2005  primarily due to the
      recompletion  of one  significant  well.  As a  percentage  of oil and gas
      sales,  this  expense  increased to 5.5% for the six months ended June 30,
      2006 from 3.3% for the six months  ended June 30, 2005,  primarily  due to
      the dollar increase in DD&A.

      General and  administrative  expenses  increased $4,000 (1.6%) for the six
      months  ended June 30, 2006 as  compared to the six months  ended June 30,
      2005. As a percentage of oil and gas sales,  these  expenses  increased to
      10.7% for the six months  ended June 30, 2006 from 9.9% for the six months
      ended June 30, 2005.

      The Limited  Partners have received  cash  distributions  through June 30,
      2006  totaling   $53,944,016  or  128.97%  of  Limited  Partners'  capital
      contributions.





                                      -60-




      III-F PARTNERSHIP

      THREE MONTHS  ENDED JUNE 30, 2006  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 2005.

                                                Three Months Ended June 30,
                                                ---------------------------
                                                    2006            2005
                                                  --------        --------
      Oil and gas sales                           $733,032        $811,137
      Oil and gas production expenses             $197,757        $163,071
      Barrels produced                               4,562           4,989
      Mcf produced                                  78,746          89,254
      Average price/Bbl                           $  65.94        $  52.40
      Average price/Mcf                           $   5.49        $   6.16

      As shown in the table  above,  total oil and gas sales  decreased  $78,000
      (9.6%) for the three  months  ended June 30, 2006 as compared to the three
      months ended June 30, 2005.  Of this decrease (i) $22,000 and $65,000 were
      related to  decreases  in volumes of oil and gas sold and (ii) $53,000 was
      related to a decrease in the average  price of gas sold.  These  decreases
      were partially  offset by an increase of $62,000 related to an increase in
      the average price of oil sold.

      Volumes of oil and gas sold  decreased  427 barrels and 10,508 Mcf for the
      three  months  ended June 30, 2006 as compared to the three  months  ended
      June 30, 2005.  The decrease in volumes of oil sold was  primarily  due to
      normal  declines in  production.  The  decrease in volumes of gas sold was
      primarily due to (i) normal  declines in production,  (ii) the shutting-in
      of two  significant  wells  during  early to mid 2006 in order to  perform
      workovers,  and (iii) another  significant well being temporarily  shut-in
      during the three months ended June 30, 2006 due to low well  pressure.  As
      of the  date of this  Quarterly  Report,  two of the  shut-in  wells  have
      returned to production at a higher rate than  previously  experienced  and
      the third  shut-in  well is  producing  at a lower  rate  than  previously
      experienced.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $35,000  (21.3%) for the three months ended
      June 30, 2006 as compared to the three months  ended June 30,  2005.  This
      increase was  primarily due to (i) workover  expenses  incurred on several
      wells during the three months ended June 30,  2006,  (ii)  positive  prior
      period  production  tax  adjustments on two  significant  wells during the
      three  months  ended  June 30,  2006,  and (iii)  repair  and  maintenance
      expenses  incurred on another  significant  well  during the three  months
      ended June 30, 2006. As a percentage of oil and gas sales,  these expenses
      increased to 27.0% for the three months ended June 30, 2006 from 20.1% for
      the three months ended June 30, 2005, primarily due to the dollar increase
      in production expenses.




                                      -61-




      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
      properties  increased  $10,000 (24.5%) for the three months ended June 30,
      2006 as compared to the three months ended June 30,  2005.  This  increase
      was primarily due to downward  revisions in the estimates of remaining gas
      reserves since June 30, 2005. Other  contributing  factors to the increase
      were   increases  of  (i)  $4,000  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 (ii) $1,000 due to accretion of these additional asset retirement
      obligations.  The  increases  in  DD&A  were  partially  offset  by (i) an
      increase in depletable oil and gas properties during 2005 primarily due to
      the recompletion of one significant well and (ii) the decreases in volumes
      of oil and gas sold.  As a percentage  of oil and gas sales,  this expense
      increased  to 6.8% for the three  months ended June 30, 2006 from 5.0% for
      the three months ended June 30, 2005, primarily due to the dollar increase
      in DD&A.

      General and administrative  expenses remained  relatively constant for the
      three months ended June 30, 2006 and 2005.  As a percentage of oil and gas
      sales,  these  expenses  increased to 8.5% for the three months ended June
      30, 2006 from 7.7% for the three months ended June 30, 2005, primarily due
      to the decrease in oil and gas sales.

      SIX MONTHS  ENDED JUNE 30, 2006  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2005.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                     2006           2005
                                                  ----------     ----------
      Oil and gas sales                           $1,594,898     $1,631,089
      Oil and gas production expenses             $  416,947     $  370,921
      Barrels produced                                 9,692         10,378
      Mcf produced                                   158,110        189,504
      Average price/Bbl                           $    62.14     $    49.42
      Average price/Mcf                           $     6.28     $     5.90

      As shown in the table  above,  total oil and gas sales  decreased  $36,000
      (2.2%)  for the six  months  ended June 30,  2006 as  compared  to the six
      months ended June 30, 2005.  Of this  decrease  $34,000 and $185,000  were
      related to decreases in volumes of oil and gas sold.  These decreases were
      partially offset by increases of $123,000 and $60,000 related to increases
      in the average prices of oil and gas sold.




                                      -62-




      Volumes of oil and gas sold  decreased  686 barrels and 31,394 Mcf for the
      six months  ended June 30, 2006 as  compared to the six months  ended June
      30, 2005.  The decrease in volumes of oil sold was primarily due to normal
      declines in production.  The decrease in volumes of gas sold was primarily
      due to (i) normal  declines in  production,  (ii) the  shutting-in  of two
      significant wells during early to mid 2006 in order to perform  workovers,
      and (iii) another  significant well being  temporarily  shut-in during the
      six months ended June 30, 2006 due to low well pressure. As of the date of
      this  Quarterly  Report,  two  of  the  shut-in  wells  have  returned  to
      production  at a higher  rate than  previously  experienced  and the third
      shut-in well is producing at a lower rate than previously experienced.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) increased $46,000 (12.4%) for the six months ended June
      30, 2006 as compared to the six months ended June 30, 2005.  This increase
      was  primarily  due to (i)  workover  expenses  incurred on several  wells
      during the six months  ended June 30,  2006,  (ii)  positive  prior period
      production tax adjustments on two significant  wells during the six months
      ended June 30, 2006, and (iii) repair and maintenance expenses incurred on
      another  significant  well during the six months ended June 30, 2006. As a
      percentage of oil and gas sales, these expenses increased to 26.1% for the
      six months  ended June 30,  2006 from 22.7% for the six months  ended June
      30, 2005, primarily due to the dollar increase in production expenses.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
      properties  increased  $16,000  (21.3%) for the six months  ended June 30,
      2006 as compared to the six months ended June 30, 2005.  This increase was
      primarily  due to downward  revisions in the  estimates  of remaining  gas
      reserves since June 30, 2005. Other  contributing  factors to the increase
      were   increases  of  (i)  $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 (ii) $3,000 due to accretion of these additional asset retirement
      obligations.  The  increases  in DD&A  were  partially  offset  by (i) the
      decreases  in  volumes  of oil and  gas  sold  and  (ii)  an  increase  in
      depletable  oil  and  gas  properties  during  2005  primarily  due to the
      recompletion  of one  significant  well.  As a  percentage  of oil and gas
      sales,  this  expense  increased to 5.9% for the six months ended June 30,
      2006 from 4.7% for the six months  ended June 30, 2005,  primarily  due to
      the dollar increase in DD&A.

      General and  administrative  expenses  increased $2,000 (1.6%) for the six
      months  ended June 30, 2006 as  compared to the six months  ended June 30,
      2005. As a percentage of oil and gas sales,  these  expenses  increased to
      9.3% for the six months  ended June 30,  2006 from 8.9% for the six months
      ended June 30, 2005.




                                      -63-




      The Limited  Partners have received  cash  distributions  through June 30,
      2006  totaling   $23,273,904  or  105.08%  of  Limited  Partners'  capital
      contributions.




                                      -64-




ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

            The Partnerships do not hold any market risk sensitive instruments.

ITEM 4.     CONTROLS AND PROCEDURES

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



                                      -65-




                          PART II. OTHER INFORMATION


ITEM 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.



                                      -66-




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

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

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

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

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




                                      -67-




                                   SIGNATURES

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

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

                                    (Registrant)

                                    BY:   GEODYNE RESOURCES, INC.

                                          General Partner


Date:  August 14, 2006          By:     /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  August 14, 2006          By:     /s/Craig D. Loseke
                                       --------------------------------
                                            (Signature)
                                            Craig D. Loseke
                                            Chief Accounting Officer



                                      -68-




                                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.




                                      -69-




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.




                                      -70-