GEODYNE ENERGY INCOME LTD PARTNERSHIP II A - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended September 30, 2002

Commission File Number:

II-A: 0-16388 II-D: 0-16980 II-G: 0-17802
II-B: 0-16405 II-E: 0-17320 II-H: 0-18305
II-C: 0-16981 II-F: 0-17799

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

II-A 73-1295505
II-B 73-1303341
II-C 73-1308986
II-D 73-1329761
II-E 73-1324751
II-F 73-1330632
II-G 73-1336572
Oklahoma II-H 73-1342476
- ---------------------------- -------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or Number)
organization)

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

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

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

-1-

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE PRODUCTION PARTNERSHIP II-A
COMBINED BALANCE SHEETS
(Unaudited)

ASSETS

September 30, December 31,
2002 2001
------------ ------------

CURRENT ASSETS:
Cash and cash equivalents $ 605,083 $ 414,467
Accounts receivable:
Oil and gas sales 622,461 396,257
General Partner (Note 2) - 130,610
---------- ----------
Total current assets $1,227,544 $ 941,334

NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,095,692 2,204,572

DEFERRED CHARGE 668,468 695,623
---------- ----------
$3,991,704 $3,841,529
========== ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 153,438 $ 153,728
Accrued liability - other (Note 1) 26,672 73,800
Gas imbalance payable 96,299 96,299
---------- ----------
Total current liabilities $ 276,409 $ 323,827

ACCRUED LIABILITY $ 257,431 $ 243,327

PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 250,745) ($ 285,152)
Limited Partners, issued and
outstanding, 484,283 units 3,708,609 3,559,527
---------- ----------
Total Partners' capital $3,457,864 $3,274,375
---------- ----------
$3,991,704 $3,841,529
========== ==========

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

-2-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE PRODUCTION PARTNERSHIP II-A
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
-------- ----------

REVENUES:
Oil and gas sales $932,585 $1,053,681
Interest income 1,415 6,991
-------- ----------
$934,000 $1,060,672

COSTS AND EXPENSES:
Lease operating $264,322 $ 364,417
Production tax 50,654 55,963
Depreciation, depletion, and
amortization of oil and gas
properties 21,670 89,150
General and administrative
(Note 2) 136,398 135,568
-------- ----------
$473,044 $ 645,098
-------- ----------

NET INCOME $460,956 $ 415,574
======== ==========
GENERAL PARTNER - NET INCOME $ 47,904 $ 48,882
======== ==========
LIMITED PARTNERS - NET INCOME $413,052 $ 366,692
======== ==========
NET INCOME per unit $ 0.85 $ 0.76
======== ==========
UNITS OUTSTANDING 484,283 484,283
======== ==========

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

-3-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE PRODUCTION PARTNERSHIP II-A
COMBINED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
---------- ----------

REVENUES:
Oil and gas sales $2,700,081 $4,192,688
Interest income 3,765 28,618
Gain on sale of oil and gas
properties 193,272 3,277
---------- ----------
$2,897,118 $4,224,583

COSTS AND EXPENSES:
Lease operating $ 972,953 $ 912,492
Production tax 144,989 251,644
Depreciation, depletion, and
amortization of oil and gas
properties 183,165 252,927
General and administrative
(Note 2) 425,800 419,148
---------- ----------
$1,726,907 $1,836,211
---------- ----------

NET INCOME $1,170,211 $2,388,372
========== ==========
GENERAL PARTNER - NET INCOME $ 133,129 $ 258,448
========== ==========
LIMITED PARTNERS - NET INCOME $1,037,082 $2,129,924
========== ==========
NET INCOME per unit $ 2.14 $ 4.40
========== ==========
UNITS OUTSTANDING 484,283 484,283
========== ==========

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

-4-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE PRODUCTION PARTNERSHIP II-A
COMBINED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $1,170,211 $2,388,372
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation, depletion, and
amortization of oil and gas
properties 183,165 252,927
Gain on sale of oil and gas
properties ( 193,272) ( 3,277)
(Increase) decrease in accounts
receivable - oil and gas sales ( 226,204) 450,832
Decrease in deferred charge 27,155 -
Decrease in accounts payable ( 290) ( 75,415)
Decrease in accrued liability -
other ( 47,128) -
Decrease in gas imbalance payable - ( 11,273)
Increase (decrease) in accrued
liability 14,104 ( 10,552)
---------- ----------
Net cash provided by operating
activities $ 927,741 $2,991,614
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 90,928) ($ 171,060)
Proceeds from sale of oil and
gas properties 340,525 3,277
---------- ----------
Net cash provided (used) by investing
activities $ 249,597 ($ 167,783)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($ 986,722) ($3,148,799)
---------- ----------
Net cash used by financing activities ($ 986,722) ($3,148,799)
---------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ 190,616 ($ 324,968)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 414,467 1,070,734
---------- ----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 605,083 $ 745,766
========== ==========

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

-5-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE PRODUCTION PARTNERSHIP II-B
COMBINED BALANCE SHEETS
(Unaudited)

ASSETS

September 30, December 31,
2002 2001
------------ ------------

CURRENT ASSETS:
Cash and cash equivalents $ 436,040 $ 262,153
Accounts receivable:
Oil and gas sales 448,095 323,116
---------- ----------
Total current assets $ 884,135 $ 585,269

NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,690,398 1,821,517

DEFERRED CHARGE 214,754 214,754
---------- ----------
$2,789,287 $2,621,540
========== ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 117,028 $ 126,662
Gas imbalance payable 48,060 48,060
---------- ----------
Total current liabilities $ 165,088 $ 174,722

ACCRUED LIABILITY $ 47,436 $ 47,436

PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 269,202) ($ 302,054)
Limited Partners, issued and
outstanding, 361,719 units 2,845,965 2,701,436
---------- ----------
Total Partners' capital $2,576,763 $2,399,382
---------- ----------
$2,789,287 $2,621,540
========== ==========

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

-6-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE PRODUCTION PARTNERSHIP II-B
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
-------- --------

REVENUES:
Oil and gas sales $652,635 $768,036
Interest income 744 3,791
-------- --------
$653,379 $771,827

COSTS AND EXPENSES:
Lease operating $161,699 $240,385
Production tax 33,729 38,168
Depreciation, depletion, and
amortization of oil and gas
properties 10,874 41,566
General and administrative
(Note 2) 102,337 101,505
-------- --------
$308,639 $421,624
-------- --------

NET INCOME $344,740 $350,203
======== ========
GENERAL PARTNER - NET INCOME $ 35,378 $ 38,382
======== ========
LIMITED PARTNERS - NET INCOME $309,362 $311,821
======== ========
NET INCOME per unit $ 0.86 $ 0.86
======== ========
UNITS OUTSTANDING 361,719 361,719
======== ========

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

-7-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE PRODUCTION PARTNERSHIP II-B
COMBINED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
---------- ----------

REVENUES:
Oil and gas sales $1,905,822 $3,201,233
Interest income 1,736 16,751
Gain on sale of oil and gas
properties 20,525 -
---------- ----------
$1,928,083 $3,217,984

COSTS AND EXPENSES:
Lease operating $ 680,492 $ 580,967
Production tax 105,164 174,774
Depreciation, depletion, and
amortization of oil and gas
properties 135,691 143,145
General and administrative
(Note 2) 322,772 317,536
---------- ----------
$1,244,119 $1,216,422
---------- ----------

NET INCOME $ 683,964 $2,001,562
========== ==========
GENERAL PARTNER - NET INCOME $ 80,435 $ 211,364
========== ==========
LIMITED PARTNERS - NET INCOME $ 603,529 $1,790,198
========== ==========
NET INCOME per unit $ 1.67 $ 4.95
========== ==========
UNITS OUTSTANDING 361,719 361,719
========== ==========

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

-8-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE PRODUCTION PARTNERSHIP II-B
COMBINED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
---------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $683,964 $2,001,562
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation, depletion, and
amortization of oil and gas
properties 135,691 143,145
Gain on sale of oil and gas
properties ( 20,525) -
(Increase) decrease in accounts
receivable - oil and gas sales ( 124,979) 255,074
Decrease in accounts payable ( 9,634) ( 61,527)
-------- ----------
Net cash provided by operating
activities $664,517 $2,338,254
-------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 14,047) ($ 492,832)
Proceeds from sale of oil and gas
properties 30,000 -
-------- ----------
Net cash provided (used) by investing
activities $ 15,953 ($ 492,832)
-------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($506,583) ($2,260,186)
-------- ----------
Net cash used by financing activities ($506,583) ($2,260,186)
-------- ----------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $173,887 ($ 414,764)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 262,153 714,162
-------- ----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $436,040 $ 299,398
======== ==========

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

-9-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE PRODUCTION PARTNERSHIP II-C
COMBINED BALANCE SHEETS
(Unaudited)

ASSETS

September 30, December 31,
2002 2001
------------- ------------

CURRENT ASSETS:
Cash and cash equivalents $ 235,336 $ 115,201
Accounts receivable:
Oil and gas sales 205,964 137,952
---------- ----------
Total current assets $ 441,300 $ 253,153

NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 791,001 856,666

DEFERRED CHARGE 128,827 128,827
---------- ----------
$1,361,128 $1,238,646
========== ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 45,556 $ 50,950
Gas imbalance payable 29,876 29,876
---------- ----------
Total current liabilities $ 75,432 $ 80,826

ACCRUED LIABILITY $ 29,477 $ 29,477

PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 112,841) ($ 130,178)
Limited Partners, issued and
outstanding, 154,621 units 1,369,060 1,258,521
---------- ----------
Total Partners' capital $1,256,219 $1,128,343
---------- ----------
$1,361,128 $1,238,646
========== ==========

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

-10-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE PRODUCTION PARTNERSHIP II-C
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
-------- --------

REVENUES:
Oil and gas sales $324,790 $329,733
Interest income 444 2,521
Gain on sale of oil and
gas properties - 21,257
-------- --------
$325,234 $353,511

COSTS AND EXPENSES:
Lease operating $ 67,563 $ 80,280
Production tax 19,283 18,702
Depreciation, depletion, and
amortization of oil and gas
properties 5,556 23,270
General and administrative
(Note 2) 44,794 43,959
-------- --------
$137,196 $166,211
-------- --------

NET INCOME $188,038 $187,300
======== ========
GENERAL PARTNER - NET INCOME $ 19,259 $ 20,573
======== ========
LIMITED PARTNERS - NET INCOME $168,779 $166,727
======== ========
NET INCOME per unit $ 1.09 $ 1.08
======== ========
UNITS OUTSTANDING 154,621 154,621
======== ========

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

-11-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE PRODUCTION PARTNERSHIP II-C
COMBINED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
-------- ----------

REVENUES:
Oil and gas sales $929,549 $1,446,754
Interest income 950 10,274
Gain on sale of oil and
gas properties 1,014 21,996
-------- ----------
$931,513 $1,479,024

COSTS AND EXPENSES:
Lease operating $267,470 $ 220,769
Production tax 56,821 92,946
Depreciation, depletion, and
amortization of oil and gas
properties 67,887 74,607
General and administrative
(Note 2) 148,720 146,098
-------- ----------
$540,898 $ 534,420
-------- ----------

NET INCOME $390,615 $ 944,604
======== ==========
GENERAL PARTNER - NET INCOME $ 45,076 $ 100,148
======== ==========
LIMITED PARTNERS - NET INCOME $345,539 $ 844,456
======== ==========
NET INCOME per unit $ 2.23 $ 5.46
======== ==========
UNITS OUTSTANDING 154,621 154,621
======== ==========

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

-12-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE PRODUCTION PARTNERSHIP II-C
COMBINED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)
2002 2001
---------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $390,615 $ 944,604
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation, depletion, and
amortization of oil and gas
properties 67,887 74,607
Gain on sale of oil and gas
properties ( 1,014) ( 21,996)
(Increase) decrease in accounts
receivable - oil and gas sales ( 68,012) 148,443
Increase (decrease) in accounts
payable ( 5,394) 2,085
Decrease in accrued liability - ( 10,837)
-------- ----------
Net cash provided by operating
activities $384,082 $1,136,906
-------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 3,832) ($ 71,313)
Proceeds from sale of oil and
gas properties 2,624 21,996
-------- ----------
Net cash used by investing
activities ($ 1,208) ($ 49,317)
-------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($262,739) ($1,255,329)
-------- ----------
Net cash used by financing
activities ($262,739) ($1,255,329)
-------- ----------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $120,135 ($ 167,740)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 115,201 412,356
-------- ----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $235,336 $ 244,616
======== ==========

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

-13-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE PRODUCTION PARTNERSHIP II-D
COMBINED BALANCE SHEETS
(Unaudited)

ASSETS

September 30, December 31,
2002 2001
------------- ------------

CURRENT ASSETS:
Cash and cash equivalents $ 525,913 $ 170,516
Accounts receivable:
Oil and gas sales 470,942 315,910
---------- ----------
Total current assets $ 996,855 $ 486,426

NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,466,073 1,561,694

DEFERRED CHARGE 370,412 370,412
---------- ----------
$2,833,340 $2,418,532
========== ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 107,985 $ 84,721
Payable to General Partner (Note 2) - 65,905
Gas imbalance payable 55,098 55,098
---------- ----------
Total current liabilities $ 163,083 $ 205,724

ACCRUED LIABILITY $ 112,500 $ 112,500

PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 205,305) ($ 238,692)
Limited Partners, issued and
outstanding, 314,878 units 2,763,062 2,339,000
---------- ----------
Total Partners' capital $2,557,757 $2,100,308
---------- ----------
$2,833,340 $2,418,532
========== ==========

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

-14-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE PRODUCTION PARTNERSHIP II-D
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
-------- --------

REVENUES:
Oil and gas sales $786,875 $658,006
Interest income 1,046 5,682
Gain on sale of oil and gas
properties - 24,457
-------- --------
$787,921 $688,145

COSTS AND EXPENSES:
Lease operating $174,034 $267,466
Production tax 49,371 41,766
Depreciation, depletion, and
amortization of oil and gas
properties 16,673 47,561
General and administrative
(Note 2) 89,325 88,360
-------- --------
$329,403 $445,153
-------- --------

NET INCOME $458,518 $242,992
======== ========
GENERAL PARTNER - NET INCOME $ 47,248 $ 28,012
======== ========
LIMITED PARTNERS - NET INCOME $411,270 $214,980
======== ========
NET INCOME per unit $ 1.31 $ 0.68
======== ========
UNITS OUTSTANDING 314,878 314,878
======== ========

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

-15-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE PRODUCTION PARTNERSHIP II-D
COMBINED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
---------- ----------

REVENUES:
Oil and gas sales $2,122,635 $3,099,117
Interest income 2,149 28,518
Gain on sale of oil and gas
properties 11,014 32,619
---------- ----------
$2,135,798 $3,160,254

COSTS AND EXPENSES:
Lease operating $ 592,116 $ 648,566
Production tax 126,143 207,915
Depreciation, depletion, and
amortization of oil and gas
properties 150,385 141,449
General and administrative
(Note 2) 283,396 278,925
---------- ----------
$1,152,040 $1,276,855
---------- ----------

NET INCOME $ 983,758 $1,883,399
========== ==========
GENERAL PARTNER - NET INCOME $ 111,696 $ 198,219
========== ==========
LIMITED PARTNERS - NET INCOME $ 872,062 $1,685,180
========== ==========
NET INCOME per unit $ 2.77 $ 5.35
========== ==========
UNITS OUTSTANDING 314,878 314,878
========== ==========

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

-16-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE PRODUCTION PARTNERSHIP II-D
COMBINED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)
2002 2001
---------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $983,758 $1,883,399
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation, depletion, and
amortization of oil and gas
properties 150,385 141,449
Gain on sale of oil and gas
properties ( 11,014) ( 32,619)
(Increase) decrease in accounts
receivable - oil and gas sales ( 155,032) 324,423
Decrease in deferred charge - 9,917
Increase in accounts payable 23,264 13,226
Decrease in payable to General
Partner ( 65,905) -
Increase in accrued liability - 6,690
-------- ----------
Net cash provided by operating
activities $925,456 $2,346,485
-------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 60,566) ($ 53,900)
Proceeds from sale of oil and gas
properties 16,816 32,619
-------- ----------
Net cash used by investing activities ($ 43,750) ($ 21,281)
-------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($526,309) ($3,275,120)
-------- ----------
Net cash used by financing activities ($526,309) ($3,275,120)
-------- ----------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $355,397 ($ 949,916)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 170,516 1,432,990
-------- ----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $525,913 $ 483,074
======== ==========

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

-17-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE PRODUCTION PARTNERSHIP II-E
COMBINED BALANCE SHEETS
(Unaudited)

ASSETS

September 30, December 31,
2002 2001
------------ ------------

CURRENT ASSETS:
Cash and cash equivalents $ 397,337 $ 242,032
Accounts receivable:
Oil and gas sales 332,917 244,365
---------- ----------
Total current assets $ 730,254 $ 486,397

NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,435,642 1,391,297

DEFERRED CHARGE 206,554 206,554
---------- ----------
$2,372,450 $2,084,248
========== ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 57,497 $ 56,002
Payable to General Partner (Note 2) - 115,045
Gas imbalance payable 28,035 28,035
---------- ----------
Total current liabilities $ 85,532 $ 199,082

ACCRUED LIABILITY $ 24,499 $ 26,344

PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 132,021) ($ 162,380)
Limited Partners, issued and
outstanding, 228,821 units 2,394,440 2,021,202
---------- ----------
Total Partners' capital $2,262,419 $1,858,822
---------- ----------
$2,372,450 $2,084,248
========== ==========

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

-18-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE PRODUCTION PARTNERSHIP II-E
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
-------- --------

REVENUES:
Oil and gas sales $589,004 $484,770
Interest income 510 3,607
-------- --------
$589,514 $488,377

COSTS AND EXPENSES:
Lease operating $ 82,803 $132,377
Production tax 45,209 35,337
Depreciation, depletion, and
amortization of oil and gas
properties 23,120 47,645
General and administrative
(Note 2) 66,510 64,579
-------- --------
$217,642 $279,938
-------- --------

NET INCOME $371,872 $208,439
======== ========
GENERAL PARTNER - NET INCOME $ 39,217 $ 24,772
======== ========
LIMITED PARTNERS - NET INCOME $332,655 $183,667
======== ========
NET INCOME per unit $ 1.45 $ 0.80
======== ========
UNITS OUTSTANDING 228,821 228,821
======== ========

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

-19-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE PRODUCTION PARTNERSHIP II-E
COMBINED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
---------- ------------

REVENUES:
Oil and gas sales $1,461,055 $2,175,380
Interest income 1,285 15,437
Gain (loss) on sale of oil and
gas properties 20,604 ( 999)
---------- ----------
$1,482,944 $2,189,818

COSTS AND EXPENSES:
Lease operating $ 304,240 $ 349,267
Production tax 111,721 160,903
Depreciation, depletion, and
amortization of oil and gas
properties 141,472 144,348
General and administrative
(Note 2) 214,576 207,571
---------- ----------
$ 772,009 $ 862,089
---------- ----------

NET INCOME $ 710,935 $1,327,729
========== ==========
GENERAL PARTNER - NET INCOME $ 83,697 $ 144,221
========== ==========
LIMITED PARTNERS - NET INCOME $ 627,238 $1,183,508
========== ==========
NET INCOME per unit $ 2.74 $ 5.17
========== ==========
UNITS OUTSTANDING 228,821 228,821
========== ==========

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

-20-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE PRODUCTION PARTNERSHIP II-E
COMBINED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
---------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $710,935 $1,327,729
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation, depletion, and
amortization of oil and gas
properties 141,472 144,348
(Gain) loss on sale of oil and
gas properties ( 20,604) 999
(Increase) decrease in accounts
receivable - oil and gas sales ( 88,552) 255,034
Increase in accounts payable 1,495 7,124
Decrease in payable to General
Partner ( 115,045) -
Decrease in accrued liability ( 1,845) ( 9,917)
-------- ----------
Net cash provided by operating
activities $627,856 $1,725,317
-------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($187,402) ($ 30,258)
Proceeds from the sale of oil and
gas properties 22,189 -
-------- ----------
Net cash used by investing activities ($165,213) ($ 30,258)
-------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($307,338) ($1,869,887)
-------- ----------
Net cash used by financing activities ($307,338) ($1,869,887)
-------- ----------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $155,305 ($ 174,828)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 242,032 511,025
-------- ----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $397,337 $ 336,197
======== ==========

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

-21-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE PRODUCTION PARTNERSHIP II-F
COMBINED BALANCE SHEETS
(Unaudited)

ASSETS

September 30, December 31,
2002 2001
------------- ------------

CURRENT ASSETS:
Cash and cash equivalents $ 378,071 $ 278,738
Accounts receivable:
Oil and gas sales 318,402 229,071
---------- ----------
Total current assets $ 696,473 $ 507,809

NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,345,527 1,424,064

DEFERRED CHARGE 38,188 38,188
---------- ----------
$2,080,188 $1,970,061
========== ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 57,098 $ 49,662
Gas imbalance payable 7,953 7,953
---------- ----------
Total current liabilities $ 65,051 $ 57,615

ACCRUED LIABILITY $ 13,875 $ 13,875

PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 99,130) ($ 118,848)
Limited Partners, issued and
outstanding, 171,400 units 2,100,392 2,017,419
---------- ----------
Total Partners' capital $2,001,262 $1,898,571
---------- ----------
$2,080,188 $1,970,061
========== ==========

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

-22-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE PRODUCTION PARTNERSHIP II-F
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
-------- --------

REVENUES:
Oil and gas sales $527,359 $501,038
Interest income 720 3,637
-------- --------
$528,079 $504,675

COSTS AND EXPENSES:
Lease operating $ 71,911 $101,737
Production tax 32,944 35,720
Depreciation, depletion, and
amortization of oil and gas
properties 43,130 54,544
General and administrative
(Note 2) 50,277 48,358
-------- --------
$198,262 $240,359
-------- --------

NET INCOME $329,817 $264,316
======== ========
GENERAL PARTNER - NET INCOME $ 36,791 $ 30,977
======== ========
LIMITED PARTNERS - NET INCOME $293,026 $233,339
======== ========
NET INCOME per unit $ 1.71 $ 1.36
======== ========
UNITS OUTSTANDING 171,400 171,400
======== ========

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

-23-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE PRODUCTION PARTNERSHIP II-F
COMBINED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
---------- ------------

REVENUES:
Oil and gas sales $1,369,918 $2,100,752
Interest income 1,827 13,586
Gain (loss) on sale of oil and
gas properties 50,440 ( 1,162)
---------- ----------
$1,422,185 $2,113,176

COSTS AND EXPENSES:
Lease operating $ 253,958 $ 257,341
Production tax 86,040 142,175
Depreciation, depletion, and
amortization of oil and gas
properties 141,931 168,457
General and administrative
(Note 2) 165,185 158,947
---------- ----------
$ 647,114 $ 726,920
---------- ----------

NET INCOME $ 775,071 $1,386,256
========== ==========
GENERAL PARTNER - NET INCOME $ 90,098 $ 152,428
========== ==========
LIMITED PARTNERS - NET INCOME $ 684,973 $1,233,828
========== ==========
NET INCOME per unit $ 4.00 $ 7.20
========== ==========
UNITS OUTSTANDING 171,400 171,400
========== ==========

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

-24-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE PRODUCTION PARTNERSHIP II-F
COMBINED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
---------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $775,071 $1,386,256
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation, depletion, and
amortization of oil and gas
properties 141,931 168,457
(Gain) loss on sale of oil and
gas properties ( 50,440) 1,162
(Increase) decrease in accounts
receivable - oil and gas sales ( 89,331) 154,325
Decrease in deferred charge - 2,422
Increase in accounts payable 7,436 3,536
-------- ----------
Net cash provided by operating
activities $784,667 $1,716,158
-------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 67,837) ($ 69,144)
Proceeds from sale of oil and
gas properties 54,883 -
-------- ----------
Net cash used by investing
activities ($ 12,954) ($ 69,144)
-------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($672,380) ($1,731,739)
-------- ----------
Net cash used by financing
activities ($672,380) ($1,731,739)
-------- ----------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ 99,333 ($ 84,725)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 278,738 441,154
-------- ----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $378,071 $ 356,429
======== ==========

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

-25-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE PRODUCTION PARTNERSHIP II-G
COMBINED BALANCE SHEETS
(Unaudited)

ASSETS

September 30, December 31,
2002 2001
------------- ------------

CURRENT ASSETS:
Cash and cash equivalents $ 800,005 $ 625,720
Accounts receivable:
Oil and gas sales 674,250 484,681
---------- ----------
Total current assets $1,474,255 $1,110,401

NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,895,188 3,065,609

DEFERRED CHARGE 83,736 83,736
---------- ----------
$4,453,179 $4,259,746
========== ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 122,486 $ 105,862
Gas imbalance payable 17,264 17,264
---------- ----------
Total current liabilities $ 139,750 $ 123,126

ACCRUED LIABILITY $ 31,820 $ 31,820

PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 104,394) ($ 146,206)
Limited Partners, issued and
outstanding, 372,189 units 4,386,003 4,251,006
---------- ----------
Total Partners' capital $4,281,609 $4,104,800
---------- ----------
$4,453,179 $4,259,746
========== ==========

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

-26-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE PRODUCTION PARTNERSHIP II-G
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
---------- ----------

REVENUES:
Oil and gas sales $1,115,779 $1,061,074
Interest income 1,575 7,986
---------- ----------
$1,117,354 $1,069,060

COSTS AND EXPENSES:
Lease operating $ 154,903 $ 216,342
Production tax 69,875 75,811
Depreciation, depletion, and
amortization of oil and gas
properties 91,939 116,244
General and administrative
(Note 2) 106,071 104,154
---------- ----------
$ 422,788 $ 512,551
---------- ----------

NET INCOME $ 694,566 $ 556,509
========== ==========
GENERAL PARTNER - NET INCOME $ 77,573 $ 65,314
========== ==========
LIMITED PARTNERS - NET INCOME $ 616,993 $ 491,195
========== ==========
NET INCOME per unit $ 1.66 $ 1.32
========== ==========
UNITS OUTSTANDING 372,189 372,189
========== ==========

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

-27-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE PRODUCTION PARTNERSHIP II-G
COMBINED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
---------- ------------

REVENUES:
Oil and gas sales $2,902,621 $4,464,197
Interest income 4,214 29,403
Gain (loss) on sale of oil and
gas properties 105,409 ( 2,735)
---------- ----------
$3,012,244 $4,490,865

COSTS AND EXPENSES:
Lease operating $ 542,854 $ 549,459
Production tax 182,936 303,167
Depreciation, depletion, and
amortization of oil and gas
properties 304,730 359,077
General and administrative
(Note 2) 333,945 325,325
---------- ----------
$1,364,465 $1,537,028
---------- ----------

NET INCOME $1,647,779 $2,953,837
========== ==========
GENERAL PARTNER - NET INCOME $ 191,782 $ 324,760
========== ==========
LIMITED PARTNERS - NET INCOME $1,455,997 $2,629,077
========== ==========
NET INCOME per unit $ 3.91 $ 7.06
========== ==========
UNITS OUTSTANDING 372,189 372,189
========== ==========

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

-28-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE PRODUCTION PARTNERSHIP II-G
COMBINED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $1,647,779 $2,953,837
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation, depletion, and
amortization of oil and gas
properties 304,730 359,077
(Gain) loss on sale of oil and gas
properties ( 105,409) 2,735
(Increase) decrease in accounts
receivable - oil and gas sales ( 189,569) 328,799
Decrease in deferred charge - 5,061
Increase in accounts payable 16,624 7,116
---------- ----------
Net cash provided by operating
activities $1,674,155 $3,656,625
---------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 143,709) ($ 151,431)
Proceeds from sale of oil and
gas properties 114,809 -
---------- ----------
Net cash used by investing
activities ($ 28,900) ($ 151,431)
---------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($1,470,970) ($3,613,185)
---------- ----------
Net cash used by financing
activities ($1,470,970) ($3,613,185)
---------- ----------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ 174,285 ($ 107,991)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 625,720 934,304
---------- ----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 800,005 $ 826,313
========== ==========

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

-29-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE PRODUCTION PARTNERSHIP II-H
COMBINED BALANCE SHEETS
(Unaudited)

ASSETS

September 30, December 31,
2002 2001
------------- ------------

CURRENT ASSETS:
Cash and cash equivalents $ 198,338 $ 136,988
Accounts receivable:
Oil and gas sales 159,884 114,762
---------- ----------
Total current assets $ 358,222 $ 251,750

NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 681,537 721,143

DEFERRED CHARGE 19,936 19,936
---------- ----------
$1,059,695 $ 992,829
========== ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 29,687 $ 25,473
Gas imbalance payable 4,266 4,266
---------- ----------
Total current liabilities $ 33,953 $ 29,739

ACCRUED LIABILITY $ 6,430 $ 6,430

PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 55,120) ($ 65,089)
Limited Partners, issued and
outstanding, 91,711 units 1,074,432 1,021,749
---------- ----------
Total Partners' capital $1,019,312 $ 956,660
---------- ----------
$1,059,695 $ 992,829
========== ==========

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

-30-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE PRODUCTION PARTNERSHIP II-H
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
-------- --------

REVENUES:
Oil and gas sales $264,779 $251,762
Interest income 364 1,783
-------- --------
$265,143 $253,545

COSTS AND EXPENSES:
Lease operating $ 37,756 $ 53,145
Production tax 16,687 18,093
Depreciation, depletion, and
amortization of oil and gas
properties 22,005 27,196
General and administrative
(Note 2) 28,128 26,208
-------- --------
$104,576 $124,642
-------- --------

NET INCOME $160,567 $128,903
======== ========
GENERAL PARTNER - NET INCOME $ 18,001 $ 15,160
======== ========
LIMITED PARTNERS - NET INCOME $142,566 $113,743
======== ========
NET INCOME per unit $ 1.55 $ 1.24
======== ========
UNITS OUTSTANDING 91,711 91,711
======== ========

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

-31-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE PRODUCTION PARTNERSHIP II-H
COMBINED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
-------- ------------

REVENUES:
Oil and gas sales $687,798 $1,062,850
Interest income 848 6,688
Gain (loss) on sale of oil and
gas properties 24,403 ( 766)
-------- ----------
$713,049 $1,068,772

COSTS AND EXPENSES:
Lease operating $130,833 $ 133,615
Production tax 43,613 72,664
Depreciation, depletion, and
amortization of oil and gas
properties 71,489 84,038
General and administrative
(Note 2) 98,189 92,892
-------- ----------
$344,124 $ 383,209
-------- ----------

NET INCOME $368,925 $ 685,563
======== ==========
GENERAL PARTNER - NET INCOME $ 43,242 $ 75,451
======== ==========
LIMITED PARTNERS - NET INCOME $325,683 $ 610,112
======== ==========
NET INCOME per unit $ 3.55 $ 6.65
======== ==========
UNITS OUTSTANDING 91,711 91,711
======== ==========

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

-32-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE PRODUCTION PARTNERSHIP II-H
COMBINED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

2002 2001
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $368,925 $685,563
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation, depletion, and
amortization of oil and gas
properties 71,489 84,038
(Gain) loss on sale of oil and gas
properties ( 24,403) 766
(Increase) decrease in accounts
receivable - oil and gas sales ( 45,122) 79,259
Decrease in deferred charge - 1,189
Increase in accounts payable 4,214 1,832
-------- --------
Net cash provided by operating
activities $375,103 $852,647
-------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 34,048) ($ 37,968)
Proceeds from sale of oil and
Gas properties 26,568 -
-------- --------

Net cash used by investing activities ($ 7,480) ($ 37,968)
-------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($306,273) ($868,424)
-------- --------
Net cash used by financing activities ($306,273) ($868,424)
-------- --------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ 61,350 ($ 53,745)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 136,988 229,651
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $198,338 $175,906
======== ========

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

-33-

GEODYNE ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(Unaudited)

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

The combined balance sheets as of September 30, 2002, combined statements
of operations for the three and nine months ended September 30, 2002 and
2001, and combined statements of cash flows for the nine months ended
September 30, 2002 and 2001 have been prepared by Geodyne Resources, Inc.,
the General Partner of the limited partnerships, without audit. Each
limited partnership is a general partner in the related Geodyne Production
Partnership in which Geodyne Resources, Inc. serves as the managing
partner. Unless the context indicates otherwise, all references to a
"Partnership" or the "Partnerships" are references to the limited
partnership and its related production partnership, collectively, and all
references to the "General Partner" are references to the general partner
of the limited partnerships and the managing partner of the production
partnerships, collectively. In the opinion of management the financial
statements referred to above include all necessary adjustments, consisting
of normal recurring adjustments, to present fairly the combined financial
position at September 30, 2002, the combined results of operations for the
three and nine months ended September 30, 2002 and 2001, and the combined
cash flows for the nine months ended September 30, 2002 and 2001.

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, 2001. The
results of operations for the period ended September 30, 2002 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.

-34-

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 prior to their transfer to the Partnerships. Leasehold impairment
is recognized based upon an individual property assessment and exploratory
experience. Upon discovery of commercial reserves, leasehold costs are
transferred to producing properties.

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, net of estimated
salvage value.

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

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

The Accrued Liability - Other at September 30, 2002 and December 31, 2001
for the II-A Partnership represents a charge accrued for the payment of a
judgment related to plugging liabilities, which judgment is currently
under appeal. The decrease in the Accrued Liability - Other from December
31, 2001 to September 30, 2002 was due to a partial settlement of this
judgment, which settlement was paid in June 2002.

-35-

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

The Partnerships' Partnership Agreements provide for reimbursement to the
General Partner for all direct general and administrative expenses and for
the general and administrative overhead applicable to the Partnerships
based on an allocation of actual costs incurred. During the three months
ended September 30, 2002, the following payments were made to the General
Partner or its affiliates by the Partnerships:

Direct General Administrative
Partnership and Administrative Overhead
----------- ------------------- ---------------
II-A $ 8,955 $127,443
II-B 7,147 95,190
II-C 4,105 40,689
II-D 6,462 82,863
II-E 6,294 60,216
II-F 5,172 45,105
II-G 8,127 97,944
II-H 3,993 24,135

During the nine months ended September 30, 2002, the following payments
were made to the General Partner or its affiliates by the Partnerships:

Direct General Administrative
Partnership and Administrative Overhead
----------- ------------------- ---------------
II-A $43,471 $382,329
II-B 37,202 285,570
II-C 26,653 122,067
II-D 34,807 248,589
II-E 33,928 180,648
II-F 29,870 135,315
II-G 40,113 293,832
II-H 25,784 72,405

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.

-36-

ACCOUNTS RECEIVABLE - GENERAL PARTNER

The Accounts Receivable - General Partner at December 31, 2001 for the
II-A Partnership represents accrued proceeds from a related party for the
sale of certain oil and gas properties during December 2001. Such amount
was received in January 2002.

PAYABLE TO GENERAL PARTNER

The payable to General Partner at December 31, 2001 for the II-D and II-E
Partnerships represents litigation costs and settlement of a liability.
Such amounts were repaid during the first quarter of 2002.

-37-

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, and its related
Production 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.

-38-

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

II-A July 22, 1987 $48,428,300
II-B October 14, 1987 36,171,900
II-C January 14, 1988 15,462,100
II-D May 10, 1988 31,487,800
II-E September 27, 1988 22,882,100
II-F January 5, 1989 17,140,000
II-G April 10, 1989 37,218,900
II-H May 17, 1989 9,171,100

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

Net proceeds from the operations less necessary operating capital are
distributed to the Limited Partners on a quarterly basis. Revenues and net
proceeds of a Partnership are largely dependent upon the volumes of oil
and gas sold and the prices received for such oil and gas. While the
General Partner cannot predict future pricing trends, it believes the
working capital available as of September 30, 2002 and the net revenue
generated from future operations will provide sufficient working capital
to meet current and future obligations.

Occasional expenditures for new wells or well recompletions or workovers,
however, may reduce or eliminate cash available for a particular quarterly
distribution. During the nine months ended September 30, 2002, capital
expenditures for the II-A Partnership totaled $90,928. These expenditures
were primarily due to drilling activities in a large unitized property,
the Willamar Community E Unit, located in Willacy County, Texas, in which
the II-A Partnership owns a working interest of approximately 11.5%. In
addition, during the nine months

-39-

ended September 30, 2002, capital expenditures for the II-E Partnership
totaled $187,402. These expenditures were primarily due to the drilling of
the Ernest Frey #1 and Mordello Vincent #7 wells located in Acadia Parish,
Louisiana, in each of which the II-E Partnership owns a working interest
of approximately 5.8%. In addition, during the nine months ended September
30, 2001, capital expenditures for the II-A, II-B, and II-C Partnerships
totaled $171,060, $492,832, and $71,313, respectively. These expenditures
were primarily due to the drilling of three development wells located in
Kern County, California. The II-A, II-B, and II-C Partnerships own working
interests of approximately 3.9%, 16.2%, and 2.4%, respectively, in these
wells.

The II-A Partnership's Statement of Cash Flows for the nine months ended
September 30, 2002 includes proceeds from the sale of certain oil and gas
properties during December 2001 and June 2002. These proceeds were
included in the Partnership's cash distributions paid in February and
August 2002, respectively.

NEW ACCOUNTING PRONOUNCEMENTS

Below is a brief description of Financial Accounting Standards ("FAS")
recently issued by the Financial Accounting Standards Board ("FASB") which
may have an impact on the Partnerships' future results of operations and
financial position.

In July 2001, the FASB issued FAS No. 143, "Accounting for Asset
Retirement Obligations", which is effective for fiscal years beginning
after June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143
will require the recording of the fair value of liabilities associated
with the retirement of long-lived assets (mainly plugging and abandonment
costs for the Partnerships' depleted wells), in the period in which the
liabilities are incurred (at the time the wells are drilled). Management
has not yet determined the effect of adopting this statement on the
Partnerships' financial condition or results of operations.

In August 2001, the FASB issued FAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which is effective for
fiscal years beginning after December 15, 2001 (January 1, 2002 for the
Partnerships). This statement supersedes FAS No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of". The provisions of FAS No. 144, as they relate to the Partnerships,
are essentially the same as FAS No. 121 and thus are not expected to have
a significant effect on the Partnerships financial condition or results of
operations.

-40-

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

GENERAL DISCUSSION

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

The primary source of liquidity and Partnership cash distributions comes
from the net revenues generated from the sale of oil and gas produced from
the Partnerships' oil and gas properties. The level of net revenues is
highly dependent upon the total volumes of oil and natural gas sold. Oil
and gas reserves are depleting assets and will experience production
declines over time, thereby likely resulting in reduced net revenues.

The level of net revenues is also highly dependent upon the prices
received for oil and gas sales, which prices have historically been very
volatile and may continue to be so. Additionally, lower oil and natural
gas prices may reduce the amount of oil and gas that is economic to
produce and reduce the Partnerships' revenues and cash flow. Various
factors beyond the Partnerships' control will affect prices for oil and
natural gas, such as:

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

Recently, while economic factors have been relatively unfavorable for oil
and natural gas demand, oil prices have benefited from the political
uncertainty associated with the increase in terrorist activities in parts
of the world. In the last few years, natural gas prices have varied
significantly, from very high prices in late 2000 and early 2001, to low
prices in late 2001 and early 2002, to rising prices in the later part of
2002. The high natural gas prices were associated with cold winter weather
and decreased supply from reduced capital investment for new drilling,
while the low prices were associated with warm winter weather and reduced
economic activity. The more

-41-

recent increase in prices is the result of increased demand from weather
patterns, the pricing effect of relatively high oil prices and increased
concern about the ability of the industry to meet any longer-term demand
increases based upon current drilling activity. It is not possible to
predict the future direction of oil or natural gas prices or whether the
above discussed trends will remain.

Operating costs, including General and Administrative Expenses, may not
decline over time or may experience only a gradual decline, thus adversely
affecting net revenues as either production or oil and natural gas prices
decline. In any particular period, net revenues may also be affected by
either the receipt of proceeds from property sales or the incursion of
additional costs as a result of well workovers, recompletions, new well
drilling, and other events.

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

-42-

employed by affiliates of the Partnerships, and are annually reviewed by
an independent engineering firm. "Proved reserves" refers to those
estimated quantities of crude oil, gas, and gas liquids which geological
and engineering data demonstrate with reasonable certainty to be
recoverable in future years from known oil and gas reservoirs under
existing economic and operating conditions. The following information
includes certain gas balancing adjustments which cause the gas volume to
differ from the reserve reports prepared by the General Partner.

II-A Partnership
----------------

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

Proved reserves, Dec. 31, 2001 373,529 5,870,258
Production ( 44,969) ( 618,085)
Sale of minerals in place ( 4,154) ( 109,339)
Extensions and discoveries 14,912 11,337
Revisions of previous
estimates 93,272 334,526
------- ---------

Proved reserves, Sept. 30, 2002 432,590 5,488,697
======= =========

II-B Partnership
----------------

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

Proved reserves, Dec. 31, 2001 284,386 4,283,056
Production ( 30,747) ( 462,665)
Sale of minerals in place ( 3,132) -
Extensions and discoveries 14,662 20,562
Revisions of previous
estimates 49,705 339,334
------- ---------

Proved reserves, Sept. 30, 2002 314,874 4,180,287
======= =========

-43-

II-C Partnership
----------------

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

Proved reserves, Dec. 31, 2001 95,478 3,251,837
Production ( 11,065) ( 263,604)
Sale of minerals in place ( 438) ( 113)
Revisions of previous
estimates 16,278 161,948
------- ---------

Proved reserves, Sept. 30, 2002 100,253 3,150,068
======= =========

II-D Partnership
----------------

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

Proved reserves, Dec. 31, 2001 192,838 9,391,858
Production ( 25,931) ( 613,015)
Sale of minerals in place ( 4,601) ( 1,174)
Extensions and discoveries 18,832 11,783
Revisions of previous
estimates 3,224 ( 82,487)
------- ---------

Proved reserves, Sept. 30, 2002 184,362 8,706,965
======= =========

-44-

II-E Partnership
----------------

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

Proved reserves, Dec. 31, 2001 146,528 3,643,582
Production ( 18,651) ( 383,242)
Sale of minerals in place - ( 13,492)
Extensions and discoveries 2,283 5,883
Revisions of previous
estimates 27,987 342,075
------- ---------

Proved reserves, Sept. 30, 2002 158,147 3,594,806
======= =========

II-F Partnership
----------------

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

Proved reserves, Dec. 31, 2001 218,525 3,008,911
Production ( 21,483) ( 338,964)
Sale of minerals in place - ( 33,002)
Extensions and discoveries 1,264 14,384
Revisions of previous
estimates 41,066 295,720
------- ---------

Proved reserves, Sept. 30, 2002 239,372 2,947,049
======= =========

-45-

II-G Partnership
----------------

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

Proved reserves, Dec. 31, 2001 459,154 6,439,996
Production ( 45,038) ( 721,221)
Sale of minerals in place - ( 69,121)
Extensions and discoveries 12,198 34,130
Revisions of previous
estimates 76,440 632,874
------- ---------

Proved reserves, Sept. 30, 2002 502,754 6,316,658
======= =========

II-H Partnership
----------------

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

Proved reserves, Dec. 31, 2001 107,290 1,555,333
Production ( 10,464) ( 172,467)
Sale of minerals in place - ( 15,921)
Extensions and discoveries 69 6,958
Revisions of previous
estimates 20,548 155,611
------- ---------

Proved reserves, Sept. 30, 2002 117,443 1,529,514
======= =========

-46-

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

The following table indicates the estimated net present value of the
Partnerships' proved reserves as of December 31, 2001 and September 30,
2002. Net present value attributable to the Partnerships' proved reserves
was calculated on the basis of current costs and prices as of the date of
estimation. Such prices were $16.75 per barrel and $2.65 per Mcf as of
December 31, 2001 and $27.25 per barrel and $3.76 per Mcf as of September
30, 2002. Such prices were not escalated except in certain circumstances
where escalations were fixed and readily determinable in accordance with
applicable contract provisions. 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
the date the net present value was estimated. There can be no assurance
that the prices used in calculating the net present value of the
Partnerships' proved reserves will actually be realized for such
production.

Net Present Value of Reserves
---------------------------------
Partnership 12/31/01 9/30/02
----------- ----------- -----------
II-A $ 8,039,055 $11,916,979
II-B $ 5,893,237 $ 8,964,618
II-C $ 3,983,242 $ 5,630,261
II-D $12,252,920 $15,635,099
II-E $ 4,806,139 $ 7,143,383
II-F $ 4,668,143 $ 7,358,685
II-G $ 9,899,151 $15,635,338
II-H $ 2,354,203 $ 3,729,092

-47-

Subsequent to September 30, 2002, the II-C and II-D Partnerships sold
their interests in five wells located in the Paradox Basin, San Miguel
County, Colorado. The sale proceeds were less than the estimated net
present value of the II-C and II-D Partnerships' reserves for these wells
as included in the Annual Report on Form 10-K for the year ended December
31, 2001. This can be attributed to a greater than expected production
decline in 2002 and revisions in calculating certain gas pricing
deductions.

II-A PARTNERSHIP

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2001.

Three Months Ended September 30,
--------------------------------
2002 2001
-------- ----------
Oil and gas sales $932,585 $1,053,681
Oil and gas production expenses $314,976 $ 420,380
Barrels produced 13,602 16,056
Mcf produced 193,018 229,824
Average price/Bbl $ 26.25 $ 24.82
Average price/Mcf $ 2.98 $ 2.85

As shown in the table above, total oil and gas sales decreased $121,096
(11.5%) for the three months ended September 30, 2002 as compared to the
three months ended September 30, 2001. Of this decrease, approximately
$60,000 and $105,000, respectively, were related to decreases in volumes
of oil and gas sold. These decreases were partially offset by increases of
approximately $19,000 and $25,000, respectively, related to increases in
the average prices of oil and gas sold. Volumes of oil and gas sold
decreased 2,454 barrels and 36,806 Mcf, respectively, for the three months
ended September 30, 2002 as compared to the three months ended September
30, 2001. The decrease in volumes of oil sold was primarily due to (i) the
sale of several wells during early 2002 and (ii) normal declines in
production. The decrease in volumes of gas sold was primarily due to (i) a
positive prior period gas balancing adjustment on one significant well
during the three months ended September 30, 2001, (ii) positive prior
period volume

-48-

adjustments on two significant wells during the three months ended
September 30, 2001, and (iii) a negative prior period volume adjustment
made by the purchaser on another significant well during the three months
ended September 30, 2002. Average oil and gas prices increased to $26.25
per barrel and $2.98 per Mcf, respectively, for the three months ended
September 30, 2002 from $24.82 per barrel and $2.85 per Mcf, respectively,
for the three months ended September 30, 2001.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $105,404 (25.1%) for the three months ended
September 30, 2002 as compared to the three months ended September 30,
2001. This decrease was primarily due to (i) the sale of several wells
during early 2002 and (ii) workover expenses incurred on several wells
during the three months ended September 30, 2001. As a percentage of oil
and gas sales, these expenses decreased to 33.8% for the three months
ended September 30, 2002 from 39.9% for the three months ended September
30, 2001. This percentage decrease was primarily due to the dollar
decrease in oil and gas production expenses.

Depreciation, depletion, and amortization of oil and gas properties
decreased $67,480 (75.7%) for the three months ended September 30, 2002 as
compared to the three months ended September 30, 2001. This decrease was
primarily due to (i) upward revisions in the estimates of remaining oil
and gas reserves at September 30, 2002 and (ii) the decreases in volumes
of oil and gas sold. As a percentage of oil and gas sales, this expense
decreased to 2.3% for the three months ended September 30, 2002 from 8.5%
for the three months ended September 30, 2001. This percentage decrease
was primarily due to the dollar decrease in depreciation, depletion, and
amortization.

General and administrative expenses remained relatively constant for the
three months ended September 30, 2002 and 2001. As a percentage of oil and
gas sales, these expenses increased to 14.6% for the three months ended
September 30, 2002 from 12.9% for the three months ended September 30,
2001. This percentage increase was primarily due to the decrease in oil
and gas sales.

-49-

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2001.

Nine Months Ended September 30,
-------------------------------
2002 2001
---------- ----------
Oil and gas sales $2,700,081 $4,192,688
Oil and gas production expenses $1,117,942 $1,164,136
Barrels produced 44,969 53,356
Mcf produced 618,085 605,205
Average price/Bbl $ 22.55 $ 25.44
Average price/Mcf $ 2.73 $ 4.68

As shown in the table above, total oil and gas sales decreased $1,492,607
(35.6%) for the nine months ended September 30, 2002 as compared to the
nine months ended September 30, 2001. Of this decrease, approximately (i)
$1,210,000 was related to a decrease in the average price of gas sold and
(ii) $213,000 was related to a decrease in volumes of oil sold. Volumes of
oil sold decreased 8,387 barrels, while volumes of gas sold increased
12,880 Mcf for the nine months ended September 30, 2002 as compared to the
nine months ended September 30, 2001. The decrease in volumes of oil sold
was primarily due to (i) the sale of several wells during early 2002 and
(ii) normal declines in production. The increase in volumes of gas sold
was primarily due to (i) a negative prior period gas balancing adjustment
on one significant well during the nine months ended September 30, 2001,
(ii) a positive prior period gas balancing adjustment on another
significant well during the nine months ended September 30, 2002, and
(iii) an increase in production on another significant well due to the
successful workover of that well during late 2001 and early 2002. These
increases were partially offset by (i) a positive prior period gas
balancing adjustment on one significant well during the nine months ended
September 30, 2001 and (ii) a negative prior period volume adjustment made
by the purchaser on another significant well during the nine months ended
September 30, 2002. Average oil and gas prices decreased to $22.55 per
barrel and $2.73 per Mcf, respectively, for the nine months ended
September 30, 2002 from $25.44 per barrel and $4.68 per Mcf, respectively,
for the nine months ended September 30, 2001.

-50-

As discussed in Liquidity and Capital Resources above, the II-A
Partnership sold certain oil and gas properties during the nine months
ended September 30, 2002 and recognized a $193,272 gain on such sales.
Sales of oil and gas properties during the nine months ended September 30,
2001 resulted in similar gains of $3,277.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $46,194 (4.0%) for the nine months ended
September 30, 2002 as compared to the nine months ended September 30,
2001. This decrease was primarily due to (i) a decrease in production
taxes associated with the decrease in oil and gas sales, (ii) the sale of
several wells during early 2002, and (iii) a partial reversal during the
nine months ended September 30, 2002 of approximately $22,000 (due to a
partial post-judgment settlement) of a charge previously accrued for a
judgment. These decreases were partially offset by workover expenses
incurred on several wells during the nine months ended September 30, 2002.
As a percentage of oil and gas sales, these expenses increased to 41.4%
for the nine months ended September 30, 2002 from 27.8% for the nine
months ended September 30, 2001. This percentage increase was primarily
due to the decreases in the average prices of oil and gas sold.

Depreciation, depletion, and amortization of oil and gas properties
decreased $69,762 (27.6%) for the nine months ended September 30, 2002 as
compared to the nine months ended September 30, 2001. This decrease was
primarily due to (i) upward revisions in the estimates of remaining oil
and gas reserves at September 30, 2002 and (ii) the decrease in volumes of
oil sold. As a percentage of oil and gas sales, this expense increased to
6.8% for the nine months ended September 30, 2002 from 6.0% for the nine
months ended September 30, 2001. This percentage increase was primarily
due to the decreases in the average prices of oil and gas sold.

-51-

General and administrative expenses increased $6,652 (1.6%) for the nine
months ended September 30, 2002 as compared to the nine months ended
September 30, 2001. As a percentage of oil and gas sales, these expenses
increased to 15.8% for the nine months ended September 30, 2002 from 10.0%
for the nine months ended September 30, 2001. This percentage increase was
primarily due to the decrease in oil and gas sales.

The Limited Partners have received cash distributions through September
30, 2002 totaling $55,237,357 or 114.06% of Limited Partners' capital
contributions.

II-B PARTNERSHIP

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2001.

Three Months Ended September 30,
--------------------------------
2002 2001
-------- --------
Oil and gas sales $652,635 $768,036
Oil and gas production expenses $195,428 $278,553
Barrels produced 9,413 10,958
Mcf produced 139,524 133,773
Average price/Bbl $ 26.18 $ 25.59
Average price/Mcf $ 2.91 $ 3.65

As shown in the table above, total oil and gas sales decreased $115,401
(15.0%) for the three months ended September 30, 2002 as compared to the
three months ended September 30, 2001. Of this decrease, approximately (i)
$102,000 was related to a decrease in the average price of gas sold and
(ii) $40,000 was related to a decrease in volumes of oil sold. These
decreases were partially offset by an increase of approximately $21,000
related to an increase in volumes of gas sold. Volumes of oil sold
decreased 1,545 barrels, while volumes of gas sold increased 5,751 Mcf for
the three months ended September 30, 2002 as compared to the three months
ended September 30, 2001. The decrease in volumes of oil sold was

-52-

primarily due to normal declines in production. Average oil prices
increased to $26.18 per barrel for the three months ended September 30,
2002 from $25.59 per barrel for the three months ended September 30, 2001.
Average gas prices decreased to $2.91 per Mcf for the three months ended
September 30, 2002 from $3.65 per Mcf for the three months ended September
30, 2001.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $83,125 (29.8%) for the three months ended
September 30, 2002 as compared to the three months ended September 30,
2001. This decrease was primarily due to (i) positive prior period lease
operating expense adjustments made by the operators on several wells
during the three months ended September 30, 2001, (ii) workover expenses
incurred on several wells during the three months ended September 30,
2001, and (iii) a decrease in production taxes associated with the
decrease in oil and gas sales. As a percentage of oil and gas sales, these
expenses decreased to 29.9% for the three months ended September 30, 2002
from 36.3% for the three months ended September 30, 2001. This percentage
decrease was primarily due to the dollar decrease in oil and gas
production expenses.

Depreciation, depletion, and amortization of oil and gas properties
decreased $30,692 (73.8%) for the three months ended September 30, 2002 as
compared to the three months ended September 30, 2001. This decrease was
primarily due to upward revisions in the estimates of remaining oil and
gas reserves at September 30, 2002. As a percentage of oil and gas sales,
this expense decreased to 1.7% for the three months ended September 30,
2002 from 5.4% for the three months ended September 30, 2001. This
percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization.

General and administrative expenses remained relatively constant for the
three months ended September 30, 2002 and 2001. As a percentage of oil and
gas sales, these expenses increased to 15.7% for the three months ended
September 30, 2002 from 13.2% for the three months ended September 30,
2001. This percentage increase was primarily due to the decrease in oil
and gas sales.

-53-

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2001.

Nine Months Ended September 30,
-------------------------------
2002 2001
---------- ----------
Oil and gas sales $1,905,822 $3,201,233
Oil and gas production expenses $ 785,656 $ 755,741
Barrels produced 30,747 40,089
Mcf produced 462,665 446,563
Average price/Bbl $ 22.93 $ 25.72
Average price/Mcf $ 2.60 $ 4.86

As shown in the table above, total oil and gas sales decreased $1,295,411
(40.5%) for the nine months ended September 30, 2002 as compared to the
nine months ended September 30, 2001. Of this decrease, approximately (i)
$1,047,000 was related to a decrease in the average price of gas sold and
(ii) $240,000 was related to a decrease in volumes of oil sold. Volumes of
oil sold decreased 9,342 barrels, while volumes of gas sold increased
16,102 Mcf for the nine months ended September 30, 2002 as compared to the
nine months ended September 30, 2001. The decrease in volumes of oil sold
was primarily due to (i) normal declines in production and (ii) a positive
prior period volume adjustment made by the operator on one significant
well during the nine months ended September 30, 2001. Average oil and gas
prices decreased to $22.93 per barrel and $2.60 per Mcf, respectively, for
the nine months ended September 30, 2002 from $25.72 per barrel and $4.86
per Mcf, respectively, for the nine months ended September 30, 2001.

Oil and gas production expenses (including lease operating expenses and
production taxes) increased $29,915 (4.0%) for the nine months ended
September 30, 2002 as compared to the nine months ended September 30,
2001. This increase was primarily due to workover expenses incurred on
several wells during the nine months ended September 30, 2002. This
increase was partially offset by (i) a decrease in production taxes
associated with the decrease in oil and

-54-

gas sales and (ii) positive prior period lease operating expense
adjustments made by the operators on several wells during the nine months
ended September 30, 2001. As a percentage of oil and gas sales, these
expenses increased to 41.2% for the nine months ended September 30, 2002
from 23.6% for the nine months ended September 30, 2001. This percentage
increase was primarily due to the decreases in the average prices of oil
and gas sold.

Depreciation, depletion, and amortization of oil and gas properties
decreased $7,454 (5.2%) for the nine months ended September 30, 2002 as
compared to the nine months ended September 30, 2001. As a percentage of
oil and gas sales, this expense increased to 7.1% for the nine months
ended September 30, 2002 from 4.5% for the nine months ended September 30,
2001. This percentage increase was primarily due to the decreases in the
average prices of oil and gas sold.

General and administrative expenses increased $5,236 (1.6%) for the nine
months ended September 30, 2002 as compared to the nine months ended
September 30, 2001. As a percentage of oil and gas sales, these expenses
increased to 16.9% for the nine months ended September 30, 2002 from 9.9%
for the nine months ended September 30, 2001. This percentage increase was
primarily due to the decrease in oil and gas sales.

The Limited Partners have received cash distributions through September
30, 2002 totaling $39,783,916 or 109.99% of the Limited Partners' capital
contributions.

II-C PARTNERSHIP

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2001.

Three Months Ended September 30,
--------------------------------
2002 2001
-------- --------
Oil and gas sales $324,790 $329,733
Oil and gas production expenses $ 86,846 $ 98,982
Barrels produced 3,328 3,401
Mcf produced 86,084 73,930
Average price/Bbl $ 26.40 $ 25.73
Average price/Mcf $ 2.75 $ 3.28

-55-

As shown in the table above, total oil and gas sales decreased $4,943
(1.5%) for the three months ended September 30, 2002 as compared to the
three months ended September 30, 2001. Of this decrease, approximately (i)
$45,000 was related to a decrease in the average price of gas sold and
(ii) $2,000 was related to a decrease in volumes of oil sold. These
decreases were partially offset by increases of approximately (i) $40,000
related to an increase in volumes of gas sold and (ii) $2,000 related to
an increase in the average price of oil sold. Volumes of oil sold
decreased 73 barrels, while volumes of gas sold increased 12,154 Mcf for
the three months ended September 30, 2002 as compared to the three months
ended September 30, 2001. The increase in volumes of gas sold was
primarily due to (i) a positive prior period volume adjustment made by the
purchaser on one significant well during the three months ended September
30, 2002 and (ii) an increase in production on another significant well
due to the successful workover of that well during late 2001 and early
2002. Average oil prices increased to $26.40 per barrel for the three
months ended September 30, 2002 from $25.73 per barrel for the three
months ended September 30, 2001. Average gas prices decreased to $2.75 per
Mcf for the three months ended September 30, 2002 from $3.28 per Mcf for
the three months ended September 30, 2001.

The II-C Partnership sold certain oil and gas properties during the three
months ended September 30, 2001 and recognized a $21,257 gain on such
sales. No such sales occurred during the three months ended September 30,
2002.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $12,136 (12.3%) for the three months ended
September 30, 2002 as compared to the three months ended September 30,
2001. This decrease was primarily due to (i) workover expenses incurred on
one significant well during the three months ended September 30, 2001 and
(ii) negative prior period lease operating expense adjustments on two
significant wells during the three months ended September 30, 2002. As a
percentage of oil and gas sales, these expenses decreased to 26.7% for the
three months ended September 30, 2002 from 30.0% for the three months
ended September 30, 2001. This percentage decrease was primarily due to
the dollar decrease in oil and gas production expenses.

-56-

Depreciation, depletion, and amortization of oil and gas properties
decreased $17,714 (76.1%) for the three months ended September 30, 2002 as
compared to the three months ended September 30, 2001. This decrease was
primarily due to upward revisions in the estimates of remaining oil and
gas reserves at September 30, 2002. As a percentage of oil and gas sales,
this expense decreased to 1.7% for the three months ended September 30,
2002 from 7.1% for the three months ended September 30, 2001. This
percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization.

General and administrative expenses increased $835 (1.9%) for the three
months ended September 30, 2002 as compared to the three months ended
September 30, 2001. As a percentage of oil and gas sales, these expenses
increased to 13.8% for the three months ended September 30, 2002 from
13.3% for the three months ended September 30, 2001.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2001.

Nine Months Ended September 30,
-------------------------------
2002 2001
-------- ----------
Oil and gas sales $929,549 $1,446,754
Oil and gas production expenses $324,291 $ 313,715
Barrels produced 11,065 10,944
Mcf produced 263,604 236,794
Average price/Bbl $ 23.25 $ 25.78
Average price/Mcf $ 2.55 $ 4.92

As shown in the table above, total oil and gas sales decreased $517,205
(35.7%) for the nine months ended September 30, 2002 as compared to the
nine months ended September 30, 2001. Of this decrease, approximately
$624,000 was related to a decrease in the average price of gas sold, which
decrease was partially offset by an increase of approximately $132,000
related to an increase in volumes of gas sold. Volumes of oil and gas sold
increased 121 barrels and 26,810 Mcf, respectively, for the nine months
ended September 30, 2002 as compared to the

-57-

nine months ended September 30, 2001. The increase in volumes of gas sold
was primarily due to (i) a negative prior period gas balancing adjustment
on one significant well during the nine months ended September 30, 2001,
(ii) an increase in production on another significant well due to the
successful workover of that well during late 2001 and early 2002, and
(iii) a positive prior period volume adjustment made by the purchaser on
another significant well during the nine months ended September 30, 2002.
Average oil and gas prices decreased to $23.25 per barrel and $2.55 per
Mcf, respectively, for the nine months ended September 30, 2002 from
$25.78 per barrel and $4.92 per Mcf, respectively, for the nine months
ended September 30, 2001.

Oil and gas production expenses (including lease operating expenses and
production taxes) increased $10,576 (3.4%) for the nine months ended
September 30, 2002 as compared to the nine months ended September 30,
2001. This increase was primarily due to workover expenses incurred on two
significant wells during the nine months ended September 30, 2002. This
increase was partially offset by 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 34.9% for the nine months ended
September 30, 2002 from 21.7% for the nine months ended September 30,
2001. This percentage increase was primarily due to the decreases in the
average prices of oil and gas sold.

Depreciation, depletion, and amortization of oil and gas properties
decreased $6,720 (9.0%) for the nine months ended September 30, 2002 as
compared to the nine months ended September 30, 2001. This decrease was
primarily due to upward revisions in the estimates of remaining oil and
gas reserves at September 30, 2002. This decrease was partially offset by
the increases in volumes of oil and gas sold. As a percentage of oil and
gas sales, this expense increased to 7.3% for the nine months ended
September 30, 2002 from 5.2% for the nine months ended September 30, 2001.
This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.

-58-

General and administrative expenses increased $2,622 (1.8%) for the nine
months ended September 30, 2002 as compared to the nine months ended
September 30, 2001. As a percentage of oil and gas sales, these expenses
increased to 16.0% for the nine months ended September 30, 2002 from 10.1%
for the nine months ended September 30, 2001. This percentage increase was
primarily due to the decrease in oil and gas sales.

The Limited Partners have received cash distributions through September
30, 2002 totaling $18,408,686 or 119.06% of the Limited Partners' capital
contributions.

II-D PARTNERSHIP

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2001.

Three Months Ended September 30,
--------------------------------
2002 2001
-------- --------
Oil and gas sales $786,875 $658,006
Oil and gas production expenses $223,405 $309,232
Barrels produced 7,549 3,920
Mcf produced 212,305 183,262
Average price/Bbl $ 26.59 $ 25.25
Average price/Mcf $ 2.76 $ 3.05

As shown in the table above, total oil and gas sales increased $128,869
(19.6%) for the three months ended September 30, 2002 as compared to the
three months ended September 30, 2001. Of this increase, approximately
$92,000 and $89,000, respectively, were related to increases in volumes of
oil and gas sold. These increases were partially offset by a decrease of
approximately $61,000 related to a decrease in the average price of gas
sold. Volumes of oil and gas sold increased 3,629 barrels and 29,043 Mcf,
respectively, for the three months ended September 30, 2002 as compared to
the three months ended September 30, 2001. The increase in volumes of oil
sold was primarily due to (i) the successful completion of a new well
during late 2001 and (ii) an increase in production on one significant
well due to the successful workover of that

-59-

well during mid 2001. The increase in volumes of gas sold was primarily
due to (i) an increase in production on several wells due to successful
workovers of those wells during mid 2001, (ii) the successful completion
of two new wells during late 2001, and (iii) a positive prior period
volume adjustment made by the purchaser on one significant well during the
three months ended September 30, 2002. These increases were partially
offset by the II-D Partnership receiving a reduced percentage of sales on
another significant well during the three months ended September 30, 2002
due to gas balancing. As of the date of this Quarterly Report, management
expects the gas balancing adjustment to continue for the foreseeable
future, thereby continuing to contribute to a decrease in volumes of gas
sold for the II-D Partnership. Average oil prices increased to $26.59 per
barrel for the three months ended September 30, 2002 from $25.25 per
barrel for the three months ended September 30, 2001. Average gas prices
decreased to $2.76 per Mcf for the three months ended September 30, 2002
from $3.05 per Mcf for the three months ended September 30, 2001.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $85,827 (27.8%) for the three months ended
September 30, 2002 as compared to the three months ended September 30,
2001. This decrease was primarily due to (i) workover expenses incurred on
several wells during the three months ended September 30, 2001 and (ii)
the sale of one significant well during late 2001. These decreases were
partially offset by workover expenses incurred on another significant well
during the three months ended September 30, 2002. As a percentage of oil
and gas sales, these expenses decreased to 28.4% for the three months
ended September 30, 2002 from 47.0% for the three months ended September
30, 2001. This percentage decrease was primarily due to the dollar
decrease in oil and gas production expenses.

Depreciation, depletion, and amortization of oil and gas properties
decreased $30,888 (64.9%) for the three months ended September 30, 2002 as
compared to the three months ended September 30, 2001. This decrease was
primarily due to upward revisions in the estimates of remaining oil
reserves at September 30, 2002. This decrease was partially offset by the
increases in volumes of oil and gas

-60-

sold. As a percentage of oil and gas sales, this expense decreased to 2.1%
for the three months ended September 30, 2002 from 7.2% for the three
months ended September 30, 2001. This percentage decrease was primarily
due to the dollar decrease in depreciation, depletion, and amortization.

General and administrative expenses increased $965 (1.1%) for the three
months ended September 30, 2002 as compared to the three months ended
September 30, 2001. As a percentage of oil and gas sales, these expenses
decreased to 11.4% for the three months ended September 30, 2002 from
13.4% for the three months ended September 30, 2001. This percentage
decrease was primarily due to the increase in oil and gas sales.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2001.

Nine Months Ended September 30,
--------------------------------
2002 2001
---------- ----------
Oil and gas sales $2,122,635 $3,099,117
Oil and gas production expenses $ 718,259 $ 856,481
Barrels produced 25,931 11,707
Mcf produced 613,015 544,751
Average price/Bbl $ 22.60 $ 25.32
Average price/Mcf $ 2.51 $ 5.14

As shown in the table above, total oil and gas sales decreased $976,482
(31.5%) for the nine months ended September 30, 2002 as compared to the
nine months ended September 30, 2001. Of this decrease, approximately
$1,617,000 was related to a decrease in the average price of gas sold.
This decrease was partially offset by increases of approximately $360,000
and $351,000, respectively, related to increases in volumes of oil and gas
sold. Volumes of oil and gas sold increased 14,224 barrels and 68,264 Mcf,
respectively, for the nine months ended September 30, 2002 as compared to
the nine months ended September 30, 2001. The increase in volumes of oil
sold was primarily due to (i) the successful completion of a new well
during late 2001 and (ii) an increase in production on one significant
well due to the successful

-61-

workover of that well during mid 2001. The increase in volumes of gas sold
was primarily due to (i) the successful completion of two new wells during
late 2001, (ii) a negative prior period gas balancing adjustment on one
significant well during the nine months ended September 30, 2001, and
(iii) an increase in production on another significant well due to a
successful workover of that well during mid 2001. These increases were
partially offset by the II-D Partnership receiving a reduced percentage of
sales on another significant well during the nine months ended September
30, 2002 due to gas balancing. As of the date of this Quarterly Report,
management expects the gas balancing adjustment to continue for the
foreseeable future, thereby continuing to contribute to a decrease in
volumes of gas sold for the II-D Partnership. Average oil and gas prices
decreased to $22.60 per barrel and $2.51 per Mcf, respectively, for the
nine months ended September 30, 2002 from $25.32 per barrel and $5.14 per
Mcf, respectively, for the nine months ended September 30, 2001.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $138,222 (16.1%) for the nine months ended
September 30, 2002 as compared to the nine months ended September 30,
2001. This decrease was primarily due to (i) a decrease in production
taxes associated with the decrease in oil and gas sales, (ii) workover
expenses incurred on several wells during the nine months ended September
30, 2001, and (iii) the sale of one significant well during late 2001.
These decreases were partially offset by workover expenses incurred on
several wells during the nine months ended September 30, 2002. As a
percentage of oil and gas sales, these expenses increased to 33.8% for the
nine months ended September 30, 2002 from 27.6% for the nine months ended
September 30, 2001. This percentage increase was primarily due to the
decreases in the average prices of oil and gas sold.

Depreciation, depletion, and amortization of oil and gas properties
increased $8,936 (6.3%) for the nine months ended September 30, 2002 as
compared to the nine months ended September 30, 2001. This increase was
primarily due to the increases in volumes of oil and gas sold. This
increase was partially offset by upward revisions in the estimates of
remaining oil reserves at September 30, 2002. As a percentage of oil and
gas sales, this expense increased to

-62-

7.1% for the nine months ended September 30, 2002 from 4.6% for the nine
months ended September 30, 2001. This percentage increase was primarily
due to the decreases in the average prices of oil and gas sold.

General and administrative expenses increased $4,471 (1.6%) for the nine
months ended September 30, 2002 as compared to the nine months ended
September 30, 2001. As a percentage of oil and gas sales, these expenses
increased to 13.4% for the nine months ended September 30, 2002 from 9.0%
for the nine months ended September 30, 2001. This percentage increase was
primarily due to the decrease in oil and gas sales.

The Limited Partners have received cash distributions through September
30, 2002 totaling $37,749,903 or 119.89% of Limited Partners' capital
contributions.

II-E PARTNERSHIP

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2001.

Three Months Ended September 30,
--------------------------------
2002 2001
-------- --------
Oil and gas sales $589,004 $484,770
Oil and gas production expenses $128,012 $167,714
Barrels produced 5,795 5,508
Mcf produced 146,173 122,319
Average price/Bbl $ 27.57 $ 24.39
Average price/Mcf $ 2.94 $ 2.86

As shown in the table above, total oil and gas sales increased $104,234
(21.5%) for the three months ended September 30, 2002 as compared to the
three months ended September 30, 2001. Of this increase, approximately (i)
$68,000 was related to an increase in volumes of gas sold and (ii) $18,000
and $10,000, respectively, were related to increases in the average prices
of oil and gas sold. Volumes of oil and gas sold increased 287 barrels and
23,854 Mcf, respectively, for the three months ended September 30, 2002 as
compared to the three months ended September 30, 2001. The increase in
volumes of gas sold was primarily due

-63-

to (i) a positive prior period volume adjustment made by the purchaser on
one significant well during the three months ended September 30, 2002,
(ii) the successful completion of a new well during late 2001, and (iii)
an increase in production on another significant well due to the
successful workover of that well during mid 2001. These increases were
partially offset by the II-E Partnership receiving a reduced percentage of
sales on one significant well during the three months ended September 30,
2002 due to gas balancing. As of the date of this Quarterly Report,
management expects the gas balancing adjustment to continue for the
foreseeable future, thereby continuing to contribute to a decrease in
volumes of gas sold for the II-E Partnership. Average oil and gas prices
increased to $27.57 per barrel and $2.94 per Mcf, respectively, for the
three months ended September 30, 2002 from $24.39 per barrel and $2.86 per
Mcf, respectively, for the three months ended September 30, 2001.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $39,702 (23.7%) for the three months ended
September 30, 2002 as compared to the three months ended September 30,
2001. This decrease was primarily due to (i) workover expenses incurred on
several wells during the three months ended September 30, 2001 and (ii)
the sale of one significant well during late 2001. These decreases were
partially offset by a negative prior period lease operating expense
adjustment made by the operator on another significant well during the
three months ended September 30, 2001. As a percentage of oil and gas
sales, these expenses decreased to 21.7% for the three months ended
September 30, 2002 from 34.6% for the three months ended September 30,
2001. This percentage decrease was primarily due to the dollar decrease in
oil and gas production expenses.

Depreciation, depletion, and amortization of oil and gas properties
decreased $24,525 (51.5%) for the three months ended September 30, 2002 as
compared to the three months ended September 30, 2001. This decrease was
primarily due to upward revisions in the estimates of remaining oil and
gas reserves at September 30, 2002. This decrease was partially offset by
the increases in volumes of oil and gas sold. As a percentage of oil and
gas sales, this expense

-64-

decreased to 3.9% for the three months ended September 30, 2002 from 9.8%
for the three months ended September 30, 2001. This percentage decrease
was primarily due to the dollar decrease in depreciation, depletion, and
amortization.

General and administrative expenses increased $1,931 (3.0%) for the three
months ended September 30, 2002 as compared to the three months ended
September 30, 2001. As a percentage of oil and gas sales, these expenses
decreased to 11.3% for the three months ended September 30, 2002 from
13.3% for the three months ended September 30, 2001. This percentage
decrease was primarily due to the increase in oil and gas sales.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2001.

Nine Months Ended September 30,
-------------------------------
2002 2001
---------- ----------
Oil and gas sales $1,461,055 $2,175,380
Oil and gas production expenses $ 415,961 $ 510,170
Barrels produced 18,651 17,673
Mcf produced 383,242 364,663
Average price/Bbl $ 23.57 $ 26.38
Average price/Mcf $ 2.67 $ 4.69

As shown in the table above, total oil and gas sales decreased $714,325
(32.8%) for the nine months ended September 30, 2002 as compared to the
nine months ended September 30, 2001. Of this decrease, approximately
$775,000 was related to a decrease in the average price of gas sold, which
decrease was partially offset by an increase of approximately $87,000
related to an increase in volumes of gas sold. Volumes of oil and gas sold
increased 978 barrels and 18,579 Mcf, respectively, for the nine months
ended September 30, 2002 as compared to the nine months ended September
30, 2001. Average oil and gas prices decreased to $23.57 per barrel and
$2.67 per Mcf, respectively, for the nine months ended September 30, 2002
from $26.38 per barrel and $4.69 per Mcf, respectively, for the nine
months ended September 30, 2001.

-65-

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $94,209 (18.5%) for the nine months ended
September 30, 2002 as compared to the nine months ended September 30,
2001. This decrease was primarily due to (i) a decrease in production
taxes associated with the decrease in oil and gas sales, (ii) workover
expenses incurred on several wells during the nine months ended September
30, 2001, and (iii) the sale of one significant well during late 2001.
These decreases were partially offset by a negative prior period lease
operating expense adjustment made by the operator on another significant
well during the nine months ended September 30, 2001. As a percentage of
oil and gas sales, these expenses increased to 28.5% for the nine months
ended September 30, 2002 from 23.5% for the nine months ended September
30, 2001. This percentage increase was primarily due to the decreases in
the average prices of oil and gas sold.

Depreciation, depletion, and amortization of oil and gas properties
decreased $2,876 (2.0%) for the nine months ended September 30, 2002 as
compared to the nine months ended September 30, 2001. This decrease was
primarily due to upward revisions in the estimates of remaining oil and
gas reserves at September 30, 2002. This decrease was partially offset by
the increases in volumes of oil and gas sold. As a percentage of oil and
gas sales, this expense increased to 9.7% for the nine months ended
September 30, 2002 from 6.6% for the nine months ended September 30, 2001.
This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.

General and administrative expenses increased $7,005 (3.4%) for the nine
months ended September 30, 2002 as compared to the nine months ended
September 30, 2001. As a percentage of oil and gas sales, these expenses
increased to 14.7% for the nine months ended September 30, 2002 from 9.5%
for the nine months ended September 30, 2001. This percentage increase was
primarily due to the decrease in oil and gas sales.

The Limited Partners have received cash distributions through September
30, 2002 totaling $27,048,574 or 118.21% of Limited Partners' capital
contributions.

-66-

II-F PARTNERSHIP

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2001.

Three Months Ended September 30,
--------------------------------
2002 2001
-------- --------
Oil and gas sales $527,359 $501,038
Oil and gas production expenses $104,855 $137,457
Barrels produced 6,838 8,282
Mcf produced 119,681 107,646
Average price/Bbl $ 27.31 $ 23.54
Average price/Mcf $ 2.85 $ 2.84

As shown in the table above, total oil and gas sales increased $26,321
(5.3%) for the three months ended September 30, 2002 as compared to the
three months ended September 30, 2001. Of this increase, approximately (i)
$34,000 was related to an increase in volumes of gas sold and (ii) $26,000
was related to an increase in the average price of oil sold. These
increases were partially offset by a decrease of approximately $34,000
related to a decrease in volumes of oil sold. Volumes of oil sold
decreased 1,444 barrels, while volumes of gas sold increased 12,035 Mcf
for the three months ended September 30, 2002 as compared to the three
months ended September 30, 2001. The decrease in volumes of oil sold was
primarily due to (i) normal declines in production and (ii) a positive
prior period volume adjustment made by the purchaser on one significant
well during the three months ended September 30, 2001. The increase in
volumes of gas sold was primarily due to (i) the successful completion of
several new wells during late 2001 and early 2002 and (ii) a positive
prior period volume adjustment made by the operator on one significant
well during the three months ended September 30, 2002. Average oil and gas
prices increased to $27.31 per barrel and $2.85 per Mcf, respectively, for
the three months ended September 30, 2002 from $23.54 per barrel and $2.84
per Mcf, respectively, for the three months ended September 30, 2001.

-67-

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $32,602 (23.7%) for the three months ended
September 30, 2002 as compared to the three months ended September 30,
2001. This decrease was primarily due to workover expenses incurred on
several wells during the three months ended September 30, 2001. As a
percentage of oil and gas sales, these expenses decreased to 19.9% for the
three months ended September 30, 2002 from 27.4% for the three months
ended September 30, 2001. This percentage decrease was primarily due to
the dollar decrease in oil and gas production expenses.

Depreciation, depletion, and amortization of oil and gas properties
decreased $11,414 (20.9%) for the three months ended September 30, 2002 as
compared to the three months ended September 30, 2001. This decrease was
primarily due to upward revisions in the estimates of remaining oil and
gas reserves at September 30, 2002. As a percentage of oil and gas sales,
this expense decreased to 8.2% for the three months ended September 30,
2002 from 10.9% for the three months ended September 30, 2001. This
percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization.

General and administrative expenses increased $1,919 (4.0%) for the three
months ended September 30, 2002 as compared to the three months ended
September 30, 2001. As a percentage of oil and gas sales, these expenses
decreased to 9.5% for the three months ended September 30, 2002 from 9.7%
for the three months ended September 30, 2001.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2001.

Nine Months Ended September 30,
-------------------------------
2002 2001
---------- ----------
Oil and gas sales $1,369,918 $2,100,752
Oil and gas production expenses $ 339,998 $ 399,516
Barrels produced 21,483 23,361
Mcf produced 338,964 345,767
Average price/Bbl $ 23.06 $ 25.82
Average price/Mcf $ 2.58 $ 4.33

-68-

As shown in the table above, total oil and gas sales decreased $730,834
(34.8%) for the nine months ended September 30, 2002 as compared to the
nine months ended September 30, 2001. Of this decrease, approximately
$594,000 was related to a decrease in the average price of gas sold.
Volumes of oil and gas sold decreased 1,878 barrels and 6,803 Mcf,
respectively, for the nine months ended September 30, 2002 as compared to
the nine months ended September 30, 2001. Average oil and gas prices
decreased to $23.06 per barrel and $2.58 per Mcf, respectively, for the
nine months ended September 30, 2002 from $25.82 per barrel and $4.33 per
Mcf, respectively, for the nine months ended September 30, 2001.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $59,518 (14.9%) for the nine months ended
September 30, 2002 as compared to the nine months ended September 30,
2001. This decrease was primarily due to (i) a decrease in production
taxes associated with the decrease in oil and gas sales and (ii) workover
expenses incurred on several wells during the nine months ended September
30, 2001. These decreases were partially offset by workover expenses
incurred on several wells during the nine months ended September 30, 2002.
As a percentage of oil and gas sales, these expenses increased to 24.8%
for the nine months ended September 30, 2002 from 19.0% for the nine
months ended September 30, 2001. This percentage increase was primarily
due to the decreases in the average prices of oil and gas sold.

Depreciation, depletion, and amortization of oil and gas properties
decreased $26,526 (15.7%) for the nine months ended September 30, 2002 as
compared to the nine months ended September 30, 2001. This decrease was
primarily due to (i) upward revisions in the estimates of remaining oil
and gas reserves at September 30, 2002 and (ii) the decreases in volumes
of oil and gas sold. As a percentage of oil and gas sales, this expense
increased to 10.4% for the nine months ended September 30, 2002 from 8.0%
for the nine months ended September 30, 2001. This percentage increase was
primarily due to the decreases in the average prices of oil and gas sold.

-69-

General and administrative expenses increased $6,238 (3.9%) for the nine
months ended September 30, 2002 as compared to the nine months ended
September 30, 2001. As a percentage of oil and gas sales, these expenses
increased to 12.1% for the nine months ended September 30, 2002 from 7.6%
for the nine months ended September 30, 2001. This percentage increase was
primarily due to the decrease in oil and gas sales.

The Limited Partners have received cash distributions through September
30, 2002 totaling $21,544,051 or 125.69% of Limited Partners' capital
contributions.

II-G PARTNERSHIP

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2001.

Three Months Ended September 30,
--------------------------------
2002 2001
---------- ----------
Oil and gas sales $1,115,779 $1,061,074
Oil and gas production expenses $ 224,778 $ 292,153
Barrels produced 14,328 17,351
Mcf produced 254,078 229,608
Average price/Bbl $ 27.32 $ 23.53
Average price/Mcf $ 2.85 $ 2.84

As shown in the table above, total oil and gas sales increased $54,705
(5.2%) for the three months ended September 30, 2002 as compared to the
three months ended September 30, 2001. Of this increase, approximately (i)
$70,000 was related to an increase in volumes of gas sold and (ii) $54,000
was related to an increase in the average price of oil sold. These
increases were partially offset by a decrease of approximately $71,000
related to a decrease in volumes of oil sold. Volumes of oil sold
decreased 3,023 barrels, while volumes of gas sold increased 24,470 Mcf
for the three months ended September 30, 2002 as compared to the three
months ended September 30, 2001. The decrease in volumes of oil sold was
primarily due to (i) normal declines in production and (ii) a positive
prior period volume adjustment made by the

-70-

purchaser on one significant well during the three months ended September
30, 2001. The increase in volumes of gas sold was primarily due to (i) the
successful completion of several new wells during late 2001 and early 2002
and (ii) a positive prior period volume adjustment made by the operator on
one significant well during the three months ended September 30, 2002.
Average oil and gas prices increased to $27.32 per barrel and $2.85 per
Mcf, respectively, for the three months ended September 30, 2002 from
$23.53 per barrel and $2.84 per Mcf, respectively, for the three months
ended September 30, 2001.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $67,375 (23.1%) for the three months ended
September 30, 2002 as compared to the three months ended September 30,
2001. This decrease was primarily due to workover expenses incurred on
several wells during the three months ended September 30, 2001. As a
percentage of oil and gas sales, these expenses decreased to 20.1% for the
three months ended September 30, 2002 from 27.5% for the three months
ended September 30, 2001. This percentage decrease was primarily due to
the dollar decrease in oil and gas production expenses.

Depreciation, depletion, and amortization of oil and gas properties
decreased $24,305 (20.9%) for the three months ended September 30, 2002 as
compared to the three months ended September 30, 2001. This decrease was
primarily due to upward revisions in the estimates of remaining oil and
gas reserves at September 30, 2002. As a percentage of oil and gas sales,
this expense decreased to 8.2% for the three months ended September 30,
2002 from 11.0% for the three months ended September 30, 2001. This
percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization.

General and administrative expenses increased $1,917 (1.8%) for the three
months ended September 30, 2002 as compared to the three months ended
September 30, 2001. As a percentage of oil and gas sales, these expenses
decreased to 9.5% for the three months ended September 30, 2002 from 9.8%
for the three months ended September 30, 2001.

-71-

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2001.

Nine Months Ended September 30,
-------------------------------
2002 2001
---------- ----------
Oil and gas sales $2,902,621 $4,464,197
Oil and gas production expenses $ 725,790 $ 852,626
Barrels produced 45,038 48,974
Mcf produced 721,221 736,998
Average price/Bbl $ 23.06 $ 25.82
Average price/Mcf $ 2.58 $ 4.34

As shown in the table above, total oil and gas sales decreased $1,561,576
(35.0%) for the nine months ended September 30, 2002 as compared to the
nine months ended September 30, 2001. Of this decrease, approximately
$1,267,000 was related to a decrease in the average price of gas sold.
Volumes of oil and gas sold decreased 3,936 barrels and 15,777 Mcf,
respectively, for the nine months ended September 30, 2002 as compared to
the nine months ended September 30, 2001. Average oil and gas prices
decreased to $23.06 per barrel and $2.58 per Mcf, respectively, for the
nine months ended September 30, 2002 from $25.82 per barrel and $4.34 per
Mcf, respectively, for the nine months ended September 30, 2001.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $126,836 (14.9%) for the nine months ended
September 30, 2002 as compared to the nine months ended September 30,
2001. This decrease was primarily due to (i) a decrease in production
taxes associated with the decrease in oil and gas sales and (ii) workover
expenses incurred on several wells during the nine months ended September
30, 2001. These decreases were partially offset by workover expenses
incurred on several wells during the nine months ended September 30, 2002.
As a percentage of oil and gas sales, these expenses increased to 25.0%
for the nine months ended September 30, 2002 from 19.1% for the nine
months ended September 30, 2001. This percentage increase was primarily
due to the decreases in the average prices of oil and gas sold.

-72-

Depreciation, depletion, and amortization of oil and gas properties
decreased $54,347 (15.1%) for the nine months ended September 30, 2002 as
compared to the nine months ended September 30, 2001. This decrease was
primarily due to (i) upward revisions in the estimates of remaining oil
and gas reserves at September 30, 2002 and (ii) the decreases in volumes
of oil and gas sold. As a percentage of oil and gas sales, this expense
increased to 10.5% for the nine months ended September 30, 2002 from 8.0%
for the nine months ended September 30, 2001. This percentage increase was
primarily due to the decreases in the average prices of oil and gas sold.

General and administrative expenses increased $8,620 (2.6%) for the nine
months ended September 30, 2002 as compared to the nine months ended
September 30, 2001. As a percentage of oil and gas sales, these expenses
increased to 11.5% for the nine months ended September 30, 2002 from 7.3%
for the nine months ended September 30, 2001. This percentage increase was
primarily due to the decrease in oil and gas sales.

The Limited Partners have received cash distributions through September
30, 2002 totaling $44,898,371 or 120.63% of Limited Partners' capital
contributions.

II-H PARTNERSHIP

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2001.

Three Months Ended September 30,
--------------------------------
2002 2001
-------- --------
Oil and gas sales $264,779 $251,762
Oil and gas production expenses $ 54,443 $ 71,238
Barrels produced 3,323 4,026
Mcf produced 60,676 55,054
Average price/Bbl $ 27.35 $ 23.55
Average price/Mcf $ 2.87 $ 2.85

-73-

As shown in the table above, total oil and gas sales increased $13,017
(5.2%) for the three months ended September 30, 2002 as compared to the
three months ended September 30, 2001. Of this increase, approximately (i)
$16,000 was related to an increase in volumes of gas sold and (ii) $13,000
was related to an increase in the average price of oil sold. These
increases were partially offset by a decrease of approximately $17,000
related to a decrease in volumes of oil sold. Volumes of oil sold
decreased 703 barrels, while volumes of gas sold increased 5,622 Mcf for
the three months ended September 30, 2002 as compared to the three months
ended September 30, 2001. The decrease in volumes of oil sold was
primarily due to (i) normal declines in production and (ii) a positive
prior period volume adjustment made by the purchaser on one significant
well during the three months ended September 30, 2001. The increase in
volumes of gas sold was primarily due to (i) the successful completion of
several new wells during late 2001 and early 2002 and (ii) a positive
prior period volume adjustment made by the operator on one significant
well during the three months ended September 30, 2002. Average oil and gas
prices increased to $27.35 per barrel and $2.87 per Mcf, respectively, for
the three months ended September 30, 2002 from $23.55 per barrel and $2.85
per Mcf, respectively, for the three months ended September 30, 2001.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $16,795 (23.6%) for the three months ended
September 30, 2002 as compared to the three months ended September 30,
2001. This decrease was primarily due to workover expenses incurred on
several wells during the three months ended September 30, 2001. As a
percentage of oil and gas sales, these expenses decreased to 20.6% for the
three months ended September 30, 2002 from 28.3% for the three months
ended September 30, 2001. This percentage decrease was primarily due to
the dollar decrease in oil and gas production expenses.

Depreciation, depletion, and amortization of oil and gas properties
decreased $5,191 (19.1%) for the three months ended September 30, 2002 as
compared to the three months ended September 30, 2001. This decrease was
primarily due to upward revisions in the estimates of remaining oil and

-74-

gas reserves at September 30, 2002. As a percentage of oil and gas sales,
this expense decreased to 8.3% for the three months ended September 30,
2002 from 10.8% for the three months ended September 30, 2001. This
percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization.

General and administrative expenses increased $1,920 (7.3%) for the three
months ended September 30, 2002 as compared to the three months ended
September 30, 2001. As a percentage of oil and gas sales, these expenses
increased to 10.6% for the three months ended September 30, 2002 from
10.4% for the three months ended September 30, 2001.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2001.

Nine Months Ended September 30,
------------------------------
2002 2001
-------- ----------
Oil and gas sales $687,798 $1,062,850
Oil and gas production expenses $174,446 $ 206,279
Barrels produced 10,464 11,378
Mcf produced 172,467 176,501
Average price/Bbl $ 23.05 $ 25.82
Average price/Mcf $ 2.59 $ 4.36

As shown in the table above, total oil and gas sales decreased $375,052
(35.3%) for the nine months ended September 30, 2002 as compared to the
nine months ended September 30, 2001. Of this decrease, approximately
$305,000 was related to a decrease in the average price of gas sold.
Volumes of oil and gas sold decreased 914 barrels and 4,034 Mcf,
respectively, for the nine months ended September 30, 2002 as compared to
the nine months ended September 30, 2001. Average oil and gas prices
decreased to $23.05 per barrel and $2.59 per Mcf, respectively, for the
nine months ended September 30, 2002 from $25.82 per barrel and $4.36 per
Mcf, respectively, for the nine months ended September 30, 2001.

-75-

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $31,833 (15.4%) for the nine months ended
September 30, 2002 as compared to the nine months ended September 30,
2001. This decrease was primarily due to (i) a decrease in production
taxes associated with the decrease in oil and gas sales and (ii) workover
expenses incurred on several wells during the nine months ended September
30, 2001. These decreases were partially offset by workover expenses
incurred on several wells during the nine months ended September 30, 2002.
As a percentage of oil and gas sales, these expenses increased to 25.4%
for the nine months ended September 30, 2002 from 19.4% for the nine
months ended September 30, 2001. This percentage increase was primarily
due to the decreases in the average prices of oil and gas sold.

Depreciation, depletion, and amortization of oil and gas properties
decreased $12,549 (14.9%) for the nine months ended September 30, 2002 as
compared to the nine months ended September 30, 2001. This decrease was
primarily due to (i) upward revisions in the estimates of remaining oil
and gas reserves at September 30, 2002 and (ii) the decreases in volumes
of oil and gas sold. As a percentage of oil and gas sales, this expense
increased to 10.4% for the nine months ended September 30, 2002 from 7.9%
for the nine months ended September 30, 2001. This percentage increase was
primarily due to the decreases in the average prices of oil and gas sold.

General and administrative expenses increased $5,297 (5.7%) for the nine
months ended September 30, 2002 as compared to the nine months ended
September 30, 2001. As a percentage of oil and gas sales, these expenses
increased to 14.3% for the nine months ended September 30, 2002 from 8.7%
for the nine months ended September 30, 2001. This percentage increase was
primarily due to the decrease in oil and gas sales.

The Limited Partners have received cash distributions through September
30, 2002 totaling $10,432,364 or 113.75% of Limited Partners' capital
contributions.

-76-

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.

The Partnerships do not hold any market risk sensitive instruments.

ITEM 4. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

-77-

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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

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

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

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

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

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

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

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

(b) Reports on Form 8-K.

None.

-78-

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 II-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H

(Registrant)

BY: GEODYNE RESOURCES, INC.

General Partner

Date: November 14, 2002 By: /s/Dennis R. Neill
--------------------------------
(Signature)
Dennis R. Neill
President

Date: November 14, 2002 By: /s/Craig D. Loseke
--------------------------------
(Signature)
Craig D. Loseke
Chief Accounting Officer

-79-

CERTIFICATION
-------------

I, Dennis R. Neill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-A;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-80-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)

-81-

CERTIFICATION
-------------

I, Craig D. Loseke, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-A;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-82-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Financial Officer

-83-

CERTIFICATION
-------------

I, Dennis R. Neill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-B;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-84-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)

-85-

CERTIFICATION
-------------

I, Craig D. Loseke, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-B;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-86-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Financial Officer

-87-

CERTIFICATION
-------------

I, Dennis R. Neill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-C;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-88-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)

-89-

CERTIFICATION
-------------

I, Craig D. Loseke, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-C;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-90-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Financial Officer

-91-

CERTIFICATION
-------------

I, Dennis R. Neill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-D;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-92-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)

-93-

CERTIFICATION
-------------

I, Craig D. Loseke, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-D;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-94-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Financial Officer

-95-

CERTIFICATION
-------------

I, Dennis R. Neill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-E;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-96-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)

-97-

CERTIFICATION
-------------

I, Craig D. Loseke, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-E;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-98-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Financial Officer

-99-

CERTIFICATION
-------------

I, Dennis R. Neill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-F;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-100-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)

-101-

CERTIFICATION
-------------

I, Craig D. Loseke, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-F;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-102-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Financial Officer

-103-

CERTIFICATION
-------------

I, Dennis R. Neill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-G;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-104-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)

-105-

CERTIFICATION
-------------

I, Craig D. Loseke, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-G;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-106-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Financial Officer

-107-

CERTIFICATION
-------------

I, Dennis R. Neill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-H;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-108-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)

-109-

CERTIFICATION
-------------

I, Craig D. Loseke, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income
Limited Partnership II-H;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

-110-

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated this 14th day of November, 2002.

//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Financial Officer

-111-

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

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

99.1 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 II-A.

99.2 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 II-B.

99.3 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 II-C.

99.4 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 II-D.

99.5 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 II-E.

99.6 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 II-F.

99.7 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 II-G.

99.8 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 II-H.

-112-