GEODYNE ENERGY INCOME LTD PARTNERSHIP III-F - 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 March 31, 2004

Commission File Number:

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

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

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

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

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

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

-1-

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

ASSETS

March 31, December 31,
2004 2003
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 896,429 $ 804,593
Accounts receivable:
Oil and gas sales 569,544 509,275
---------- ----------
Total current assets $1,465,973 $1,313,868

NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 807,892 847,993

DEFERRED CHARGE 195,649 195,649
---------- ----------
$2,469,514 $2,357,510
========== ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 104,195 $ 76,949
Gas imbalance payable 22,289 22,289
Asset retirement obligation -
current 12,314 8,501
---------- ----------
Total current liabilities $ 138,798 $ 107,739

LONG-TERM LIABILITIES:
Accrued liability $ 34,046 $ 34,046
Asset retirement obligation
(Note 1) 98,762 106,492
---------- ----------
Total long-term liabilities $ 132,808 $ 140,538

PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 92,100) ($ 104,097)
Limited Partners, issued and
outstanding, 263,976 units 2,290,008 2,213,330
---------- ----------
Total Partners' capital $2,197,908 $2,109,233
---------- ----------
$2,469,514 $2,357,510
========== ==========

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

-2-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)

2004 2003
---------- ------------

REVENUES:
Oil and gas sales $1,004,030 $1,241,672
Interest income 869 1,429
Gain on sale of oil and gas
properties 1,399 -
---------- ----------
$1,006,298 $1,243,101

COSTS AND EXPENSES:
Lease operating $ 146,641 $ 99,722
Production tax 85,753 92,298
Depreciation, depletion, and
amortization of oil and gas
properties 72,031 56,224
General and administrative
(Note 2) 79,569 83,312
---------- ----------
$ 383,994 $ 331,556
---------- ----------

INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $ 622,304 $ 911,545

Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) - ( 673)
---------- ----------

NET INCOME $ 622,304 $ 910,872
========== ==========
GENERAL PARTNER - NET INCOME $ 68,626 $ 96,065
========== ==========
LIMITED PARTNERS - NET INCOME $ 553,678 $ 814,807
========== ==========
NET INCOME per unit $ 2.10 $ 3.09
========== ==========
UNITS OUTSTANDING 263,976 263,976
========== ==========

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

-3-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)

2004 2003
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $622,304 $910,872
Adjustments to reconcile net income
to net cash provided by operating
activities:
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) - 673
Depreciation, depletion, and
amortization of oil and gas
properties 72,031 56,224
Gain on sale of oil and gas
properties ( 1,399) -
Settlement of asset retirement
obligation ( 165) -
Decrease in accounts receivable
- related party - 10
Increase in accounts receivable
- oil and gas sales ( 60,269) ( 217,086)
Increase (decrease) in accounts
payable 15,760 ( 10,714)
-------- --------
Net cash provided by operating
activities $648,262 $739,979
-------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 24,164) $ -
Proceeds from sale of oil and gas
properties 1,367 897
-------- --------
Net cash provided (used) by investing
activities ($ 22,797) $ 897
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($533,629) ($535,775)
-------- --------
Net cash used by financing activities ($533,629) ($535,775)
-------- --------

NET INCREASE IN CASH AND CASH
EQUIVALENTS $ 91,836 $205,101

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 804,593 718,665
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $896,429 $923,766
======== ========

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

-4-

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

ASSETS

March 31, December 31,
2004 2003
------------ ------------

CURRENT ASSETS:
Cash and cash equivalents $ 419,054 $ 417,271
Accounts receivable:
Oil and gas sales 305,371 274,296
---------- ----------
Total current assets $ 724,425 $ 691,567

NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 426,707 450,273

DEFERRED CHARGE 128,417 128,417
---------- ----------
$1,279,549 $1,270,257
========== ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 63,456 $ 52,293
Gas imbalance payable 11,711 11,711
Asset retirement obligation -
current 27,865 25,060
---------- ----------
Total current liabilities $ 103,032 $ 89,064

LONG-TERM LIABILITIES:
Accrued liability $ 13,746 $ 13,746
Asset retirement obligation
(Note 1) 52,807 58,151
---------- ----------
Total long-term liabilities $ 66,553 $ 71,897

PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 63,848) ($ 68,928)
Limited Partners, issued and
outstanding, 138,336 units 1,173,812 1,178,224
---------- ----------
Total Partners' capital $1,109,964 $1,109,296
---------- ----------
$1,279,549 $1,270,257
========== ==========

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

-5-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)

2004 2003
-------- ----------

REVENUES:
Oil and gas sales $489,401 $700,575
Interest income 429 759
-------- --------
$489,830 $701,334

COSTS AND EXPENSES:
Lease operating $ 87,212 $ 66,123
Production tax 44,673 53,656
Depreciation, depletion, and
amortization of oil and gas
properties 44,677 34,068
General and administrative
(Note 2) 44,117 48,421
-------- --------
$220,679 $202,268
-------- --------

INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $269,151 $499,066

Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) - ( 586)
-------- --------

NET INCOME $269,151 $498,480
======== ========
GENERAL PARTNER - NET INCOME $ 46,563 $ 79,510
======== ========
LIMITED PARTNERS - NET INCOME $222,588 $418,970
======== ========
NET INCOME per unit $ 1.61 $ 3.03
======== ========
UNITS OUTSTANDING 138,336 138,336
======== ========

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

-6-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)

2004 2003
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $269,151 $498,480
Adjustments to reconcile net income
to net cash provided by operating
activities:
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) - 586
Depreciation, depletion, and
amortization of oil and gas
properties 44,677 34,068
Settlement of asset retirement
obligation ( 109) -
Decrease in accounts receivable
- related party - 7
Increase in accounts receivable
- oil and gas sales ( 31,075) ( 114,503)
Increase (decrease) in accounts
payable 3,581 ( 2,057)
-------- --------
Net cash provided by operating
activities $286,225 $416,581
-------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 15,959) ($ 118)
Proceeds from sale of oil and gas
properties - 729
-------- --------
Net cash provided (used) by investing
activities ($ 15,959) $ 611
-------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($268,483) ($310,406)
-------- --------
Net cash used by financing activities ($268,483) ($310,406)
-------- --------

NET INCREASE IN CASH AND CASH
EQUIVALENTS $ 1,783 $106,786

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 417,271 397,754
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $419,054 $504,540
======== ========

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

-7-

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

ASSETS

March 31, December 31,
2004 2003
------------ ------------

CURRENT ASSETS:
Cash and cash equivalents $ 738,732 $ 711,441
Accounts receivable:
Oil and gas sales 507,179 446,858
---------- ----------
Total current assets $1,245,911 $1,158,299

NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,685,341 1,691,169

DEFERRED CHARGE 53,217 53,217
---------- ----------
$2,984,469 $2,902,685
========== ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 115,708 $ 77,907
Gas imbalance payable 38,187 38,187
Asset retirement obligation -
current 32,237 28,206
---------- ----------
Total current liabilities $ 186,132 $ 144,300

LONG-TERM LIABILITIES:
Accrued liability $ 202,758 $ 202,758
Asset retirement obligation
(Note 1) 164,964 166,247
---------- ----------
Total long-term liabilities $ 367,722 $ 369,005

PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 145,695) ($ 153,480)
Limited Partners, issued and
outstanding, 244,536 units 2,576,310 2,542,860
---------- ----------
Total Partners' capital $2,430,615 $2,389,380
---------- ----------
$2,984,469 $2,902,685
========== ==========

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

-8-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)

2004 2003
-------- ----------

REVENUES:
Oil and gas sales $848,497 $1,155,715
Interest income 765 967
Gain on sale of oil and gas
properties 140 -
-------- ----------
$849,402 $1,156,682

COSTS AND EXPENSES:
Lease operating $130,017 $ 164,332
Production tax 59,792 74,434
Depreciation, depletion, and
amortization of oil and gas
properties 57,225 43,710
General and administrative
(Note 2) 74,008 77,838
-------- ----------
$321,042 $ 360,314
-------- ----------

INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $528,360 $ 796,368

Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) - 2,317
-------- ----------

NET INCOME $528,360 $ 798,685
======== ==========
GENERAL PARTNER - NET INCOME $ 57,910 $ 83,497
======== ==========
LIMITED PARTNERS - NET INCOME $470,450 $ 715,188
======== ==========
NET INCOME per unit $ 1.92 $ 2.92
======== ==========
UNITS OUTSTANDING 244,536 244,536
======== ==========

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

-9-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)

2004 2003
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $528,360 $798,685
Adjustments to reconcile net income
to net cash provided by operating
activities:
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) - ( 2,317)
Depreciation, depletion, and
amortization of oil and gas
properties 57,225 43,710
Gain on sale of oil and gas
properties ( 140) -
Increase in accounts receivable
- oil and gas sales ( 60,321) ( 257,096)
Increase (decrease) in accounts
payable 2,969 ( 28,647)
-------- --------
Net cash provided by operating
activities $528,093 $554,335
-------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 13,817) ($ 2,181)
Proceeds from sale of oil and gas
properties 140 28,430
-------- --------
Net cash provided (used) by investing
activities ($ 13,677) $ 26,249
-------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($487,125) ($314,294)
-------- --------
Net cash used by financing activities ($487,125) ($314,294)
-------- --------

NET INCREASE IN CASH AND CASH
EQUIVALENTS $ 27,291 $266,290

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 711,441 480,424
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $738,732 $746,714
======== ========

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

-10-

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

ASSETS

March 31, December 31,
2004 2003
------------ ------------

CURRENT ASSETS:
Cash and cash equivalents $ 456,579 $ 438,562
Accounts receivable:
Oil and gas sales 390,521 339,466
Asset held for sale (Note 3) 290,059 -
---------- ----------
Total current assets $1,137,159 $ 778,028

NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 643,971 943,562

DEFERRED CHARGE 9,952 9,952
---------- ----------
$1,791,082 $1,731,542
========== ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 128,013 $ 83,251
Gas imbalance payable 5,189 5,189
Asset retirement obligation -
current (Note 1) 9,829 7,187
Asset retirement obligation -
asset held for sale 212,827 -
---------- ----------
Total current liabilities $ 355,858 $ 95,627

LONG-TERM LIABILITIES:
Accrued liability $ 247,304 $ 247,304
Asset retirement obligation
(Note 1) 95,193 306,844
---------- ----------
Total long-term liabilities $ 342,497 $ 554,148

PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 45,768) ($ 47,561)
Limited Partners, issued and
outstanding, 131,008 units 1,138,495 1,129,328
---------- ----------
Total Partners' capital $1,092,727 $1,081,767
---------- ----------
$1,791,082 $1,731,542
========== ==========

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

-11-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)

2004 2003
-------- --------

REVENUES:
Oil and gas sales $503,917 $749,776
Interest income 448 542
Gain on sale of oil and gas
properties 19 -
-------- --------
$504,384 $750,318

COSTS AND EXPENSES:
Lease operating $ 79,102 $ 89,678
Production tax 36,072 49,611
Depreciation, depletion, and
amortization of oil and gas
properties 23,436 16,890
General and administrative
(Note 2) 41,968 46,306
-------- --------
$180,578 $202,485
-------- --------

INCOME FROM CONTINUING OPERATIONS $323,806 $547,833

Income from discontinued operations
(Note 3) 2,288 37,716
-------- --------

INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $326,094 $585,549

Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) - 2,875
-------- --------

NET INCOME $326,094 $588,424
======== ========
GENERAL PARTNER - NET INCOME $ 34,927 $ 60,257
======== ========
LIMITED PARTNERS - NET INCOME $291,167 $528,167
======== ========
NET INCOME per unit $ 2.22 $ 4.03
======== ========
UNITS OUTSTANDING 131,008 131,008
======== ========

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

-12-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)

2004 2003
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $326,094 $588,424
Adjustments to reconcile net income
to net cash provided by operating
activities:
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) - ( 2,875)
Depreciation, depletion, and
amortization of oil and gas
properties 26,254 19,192
Gain on sale of oil and gas
properties ( 19) -
Increase in accounts receivable
- oil and gas sales ( 51,055) ( 171,414)
Increase (decrease) in accounts
payable 35,335 ( 60,835)
-------- --------
Net cash provided by operating
activities $336,609 $372,492
-------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 3,458) ($ 1,746)
Proceeds from the sale of oil and
gas properties - 21,382
-------- --------
Net cash provided (used) by investing
activities ($ 3,458) $ 19,636
-------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($315,134) ($199,129)
-------- --------
Net cash used by financing activities ($315,134) ($199,129)
-------- --------

NET INCREASE IN CASH AND CASH
EQUIVALENTS $ 18,017 $192,999

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 438,562 306,024
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $456,579 $499,023
======== ========

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

-13-

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

ASSETS

March 31, December 31,
2004 2003
------------ ------------

CURRENT ASSETS:
Cash and cash equivalents $1,313,796 $1,513,224
Accounts receivable:
Oil and gas sales 1,260,062 1,087,689
Asset held for sale (Note 3) 2,110,025 -
---------- ----------
Total current assets $4,683,883 $2,600,913

NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,873,272 4,004,314

DEFERRED CHARGE 49,696 49,696
---------- ----------
$6,606,851 $6,654,923
========== ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 596,465 $ 415,194
Gas imbalance payable 2,736 2,736
Asset retirement obligation -
current (Note 1) 18,205 12,713
Asset retirement obligation -
asset held for sale 1,573,603 -
---------- ----------
Total current liabilities $2,191,009 $ 430,643

LONG-TERM LIABILITIES:
Accrued liability $ 342,831 $ 342,831
Asset retirement obligation
(Note 1) 197,899 1,756,150
---------- ----------
Total long-term liabilities $ 540,730 $2,098,981

PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 179,786) ($ 177,234)
Limited Partners, issued and
outstanding, 418,266 units 4,054,898 4,302,533
---------- ----------
Total Partners' capital $3,875,112 $4,125,299
---------- ----------
$6,606,851 $6,654,923
========== ==========

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

-14-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)

2004 2003
---------- ----------

REVENUES:
Oil and gas sales $1,136,092 $1,313,520
Interest income 1,470 927
---------- ----------
$1,137,562 $1,314,447

COSTS AND EXPENSES:
Lease operating $ 234,805 $ 277,437
Production tax 76,386 87,193
Depreciation, depletion, and
amortization of oil and gas
properties 34,788 94,435
General and administrative
(Note 2) 123,032 126,084
---------- ----------
$ 469,011 $ 585,149
---------- ----------

NET INCOME FROM CONTINUING OPERATIONS $ 668,551 $ 729,298

Income from discontinued operations
(Note 3) 17,093 268,614
---------- ----------

INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $ 685,644 $ 997,912

Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) - 2,725
---------- ----------

NET INCOME $ 685,644 $1,000,637
========== ==========
GENERAL PARTNER - NET INCOME $ 73,279 $ 109,604
========== ==========
LIMITED PARTNERS - NET INCOME $ 612,365 $ 891,033
========== ==========
NET INCOME per unit $ 1.46 $ 2.13
========== ==========
UNITS OUTSTANDING 418,266 418,266
========== ==========

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

-15-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)

2004 2003
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 685,644 $1,000,637
Adjustments to reconcile net income
to net cash provided by operating
activities:
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) - ( 2,725)
Depreciation, depletion, and
amortization of oil and gas
properties 54,023 111,601
Settlement of asset retirement
obligation - ( 1,848)
Increase in accounts receivable
- oil and gas sales ( 172,373) ( 426,231)
Increase (decrease) in accounts
payable 179,593 ( 266,247)
Decrease in accrued liability -
other - ( 122,289)
---------- ----------
Net cash provided by operating
activities $ 746,887 $ 292,898
---------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 10,484) ($ 15,046)
Proceeds from sale of oil and gas
properties - 1,379
---------- ----------
Net cash used by investing activities ($ 10,484) ($ 13,667)
---------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($ 935,831) ($ 285,384)
---------- ----------
Net cash used by financing activities ($ 935,831) ($ 285,384)
---------- ----------

NET DECREASE IN CASH AND CASH
EQUIVALENTS ($ 199,428) ($ 6,153)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 1,513,224 801,420
---------- ----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $1,313,796 $ 795,267
========== ==========

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

-16-

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

ASSETS

March 31, December 31,
2004 2003
------------ ------------

CURRENT ASSETS:
Cash and cash equivalents $ 545,324 $ 521,918
Accounts receivable:
Oil and gas sales 399,295 352,465
---------- ----------
Total current assets $ 944,619 $ 874,383

NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,662,813 1,695,682

DEFERRED CHARGE 22,237 22,237
---------- ----------
$2,629,669 $2,592,302
========== ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 75,423 $ 96,896
Gas imbalance payable 2,295 2,295
Asset retirement obligation -
current (Note 1) 4,466 4,002
---------- ----------
Total current liabilities $ 82,184 $ 103,193

LONG-TERM LIABILITIES:
Accrued liability $ 131,768 $ 131,768
Asset retirement obligation
(Note 1) 140,054 138,975
---------- ----------
Total long-term liabilities $ 271,822 $ 270,743

PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 151,888) ($ 156,356)
Limited Partners, issued and
outstanding, 221,484 units 2,427,551 2,374,722
---------- ----------
Total Partners' capital $2,275,663 $2,218,366
---------- ----------
$2,629,669 $2,592,302
========== ==========

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

-17-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)

2004 2003
-------- --------

REVENUES:
Oil and gas sales $645,565 $744,486
Interest income 542 434
-------- --------
$646,107 $744,920

COSTS AND EXPENSES:
Lease operating $144,713 $156,726
Production tax 34,270 41,220
Depreciation, depletion, and
amortization of oil and gas
properties 26,972 108,551
General and administrative
(Note 2) 67,646 71,431
-------- --------
$273,601 $377,928
-------- --------

INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $372,506 $366,992

Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) - 3,712
-------- --------

NET INCOME $372,506 $370,704
======== ========
GENERAL PARTNER - NET INCOME $ 19,677 $ 22,671
======== ========
LIMITED PARTNERS - NET INCOME $352,829 $348,033
======== ========
NET INCOME per unit $ 1.59 $ 1.57
======== ========
UNITS OUTSTANDING 221,484 221,484
======== ========

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

-18-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)

2004 2003
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $372,506 $370,704
Adjustments to reconcile net income
to net cash provided by operating
activities:
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) - ( 3,712)
Depreciation, depletion, and
amortization of oil and gas
properties 26,972 108,551
Settlement of asset retirement
obligation - ( 903)
Increase in accounts receivable
- oil and gas sales ( 46,830) ( 167,774)
Decrease in accounts payable ( 14,171) ( 12,132)
Decrease in accrued liability -
other - ( 102,690)
-------- --------
Net cash provided by operating
activities $338,477 $192,044
-------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures $ - ($ 11,724)
Proceeds from the sale of oil
and gas properties 138 3,171
-------- --------
Net cash provided (used) by investing
activities $ 138 ($ 8,553)
-------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($315,209) ($174,401)
-------- --------
Net cash used by financing activities ($315,209) ($174,401)
-------- --------

NET INCREASE IN CASH AND CASH
EQUIVALENTS $ 23,406 $ 9,090

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 521,918 284,588
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $545,324 $293,678
======== ========

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

-19-

GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2004
(Unaudited)

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

The balance sheets as of March 31, 2004, statements of operations for the
three months ended March 31, 2004 and 2003, and statements of cash flows
for the three months ended March 31, 2004 and 2003 have been prepared by
Geodyne Resources, Inc., the General Partner of the Partnerships (the
"General Partner"), without audit. In the opinion of management the
financial statements referred to above include all necessary adjustments,
consisting of normal recurring adjustments, to present fairly the
financial position at March 31, 2004, the results of operations for the
three months ended March 31, 2004 and 2003, and the cash flows for the
three months ended March 31, 2004 and 2003.

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, 2003. The
results of operations for the period ended March 31, 2004 are not
necessarily indicative of the results to be expected for the full year.

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

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

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

RECLASSIFICATION
----------------

Certain prior year balances have been reclassed to conform with current
year presentation.

-20-

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

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

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

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

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

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). On January 1,
2003, the Partnerships adopted FAS No. 143 and recorded an increase in
capitalized cost of oil and gas properties, an increase (decrease) in net
income for the cumulative effect of the change in accounting principle,
and an asset retirement obligation in the following approximate amounts
for each Partnership:

-21-

Increase
(decrease)
Increase in
in Net Income
Capitalized for the
Cost of Oil Change in Asset
and Gas Accounting Retirement
Partnerships Properties Principle Obligation
------------ ----------- ---------- ----------
III-A $109,000 ($1,000) $110,000
III-B 76,000 ( 1,000) 77,000
III-C 192,000 2,000 190,000
III-D 109,000 3,000 106,000
III-E 264,000 3,000 261,000
III-F 144,000 4,000 140,000

The asset retirement obligation will be adjusted upwards each quarter in
order to recognize accretion of the time-related discount factor. For the
three months ended March 31, 2004, the III-A, III-B, III-C, III-D, III-E,
and III-F Partnerships recognized approximately $1,000, $1,000, $2,000,
$1,000, $2,000, and $2,000, respectively, of an increase in depreciation,
depletion, and amortization expense, which was comprised of accretion of
the asset retirement obligation and depletion of the increase in
capitalized cost of oil and gas properties.

The components of the change in asset retirement obligations for the three
months ended March 31, 2004 and 2003 are as shown below.

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

Three Months Three Months
Ended Ended
3/31/2004 3/31/2003
------------ ------------

Total Asset Retirement
Obligation, January 1 $114,993 $109,762
Settlements and Disposals ( 4,865) -
Accretion Expense 948 1,077
-------- --------
Total Asset Retirement
Obligation, End of Quarter $111,076 $110,839
======== ========
Asset Retirement Obligation -
Current $ 12,314 $ -
Asset Retirement Obligation -
Long-Term 98,762 110,839

-22-

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

Three Months Three Months
Ended Ended
3/31/2004 3/31/2003
------------ ------------

Total Asset Retirement
Obligation, January 1 $ 83,211 $ 76,536
Settlements and Disposals ( 3,209) -
Accretion Expense 670 735
-------- --------
Total Asset Retirement
Obligation, End of Quarter $ 80,672 $ 77,271
======== ========
Asset Retirement Obligation -
Current $ 27,865 $ -
Asset Retirement Obligation -
Long-Term 52,807 77,271

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

Three Months Three Months
Ended Ended
3/31/2004 3/31/2003
------------ ------------

Total Asset Retirement
Obligation, January 1 $194,453 $189,767
Additions and Revisions 1,022 -
Accretion Expense 1,726 1,927
-------- --------
Total Asset Retirement
Obligation, End of Quarter $197,201 $191,694
======== ========
Asset Retirement Obligation -
Current $ 32,237 $ -
Asset Retirement Obligation -
Long-Term 164,964 191,694

-23-

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

Three Months Three Months
Ended Ended
3/31/2004 3/31/2003
------------ ------------

Total Asset Retirement
Obligation, January 1 $ 314,031 $106,449
Additions and Revisions 146 -
Accretion Expense 3,672 1,087
Discontinued Operations ( 212,827) -
---------- --------
Total Asset Retirement
Obligation, End of Quarter $ 105,022 $107,536
========== ========
Asset Retirement Obligation -
Current $ 9,829 $ -
Asset Retirement Obligation -
Long-Term 95,193 107,536

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

Three Months Three Months
Ended Ended
3/31/2004 3/31/2003
------------ ------------

Total Asset Retirement
Obligation, January 1 $1,768,863 $260,513
Settlements and Disposals - ( 2,742)
Accretion Expense 20,844 2,554
Discontinued Operations ( 1,573,603) -
---------- --------
Total Asset Retirement
Obligation, End of Quarter $ 216,104 $260,325
========== ========
Asset Retirement Obligation -
Current $ 18,205 $ -
Asset Retirement Obligation -
Long-Term 197,899 260,325

-24-

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

Three Months Three Months
Ended Ended
3/31/2004 3/31/2003
------------ ------------

Total Asset Retirement
Obligation, January 1 $ 142,977 $139,563
Accretion Expense 1,543 1,569
Settlements and Disposals - ( 2,303)
---------- --------
Total Asset Retirement
Obligation, End of Quarter $ 144,520 $138,829
========== ========
Asset Retirement Obligation -
Current $ 4,466 $ -
Asset Retirement Obligation -
Long-Term 140,054 138,829

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

The Partnerships' partnership agreements provide for reimbursement to the
General Partner for all direct general and administrative expenses and for
the general and administrative overhead applicable to the Partnerships
based on an allocation of actual costs incurred. During the three months
ended March 31, 2004, the following payments were made to the General
Partner or its affiliates by the Partnerships:

Direct General Administrative
Partnership and Administrative Overhead
----------- ------------------- ---------------
III-A $ 10,101 $ 69,468
III-B 7,712 36,405
III-C 9,655 64,353
III-D 7,492 34,476
III-E 12,962 110,070
III-F 9,362 58,284

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

-25-

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

On May 12, 2004, the III-D and III-E Partnerships sold all of their
interests in the Jay-Little Escambia Creek Field located in Santa Rosa
County, Florida ("Jay Field") at a large public oil and gas auction for
approximately $720,000, subject to standard transaction requirements and
adjustments. These proceeds will be allocated approximately $88,000 and
$632,000, respectively, to the III-D and III-E Partnerships. This
represents the sale of all oil and gas assets held by the III-D and III-E
Partnerships in the Jay Field and is therefore a disposal of a business
segment under Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" (FAS
144). Accordingly, current year results of the Jay Field segment have been
classified as discontinued, and prior periods have been restated.

Net sales from discontinued operations are as follows:

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

Three Months Three Months
Ended Ended
3/31/2004 3/31/2003
------------ ------------

Oil and gas sales $127,438 $108,035
Lease operating ( 114,158) ( 58,630)
Production tax ( 8,174) ( 9,387)
Depreciation, depletion, and
amortization of oil and gas
properties ( 2,818) ( 2,302)
-------- --------
Income from discontinued
operations $ 2,288 $ 37,716
======== ========

-26-

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

Three Months Three Months
Ended Ended
3/31/2004 3/31/2003
------------ ------------

Oil and gas sales $ 909,368 $ 771,217
Lease operating ( 814,709) ( 418,432)
Production tax ( 58,331) ( 67,005)
Depreciation, depletion, and
amortization of oil and gas
properties ( 19,235) ( 17,166)
---------- -----------
Income from discontinued
operations $ 17,093 $ 268,614
========== ===========

Assets of the discontinued operations for the three months ended March 31,
2004 were as follows:

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

Oil and gas properties $1,888,405 $13,216,542
Accumulated depreciation,
depletion, and amortization
of oil and gas properties ( 1,598,346) ( 11,106,517)
---------- -----------
Net asset held for sale $ 290,059 $ 2,110,025
========== ===========

-27-

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

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

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

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

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

The III-D and III-E Partnerships own working interests in the Jay Field
located in Santa Rosa County, Florida. This property, consisting of
several oil and gas producing wells, several nitrogen gas injection wells
(to stimulate production), and a gas plant, is operated by ExxonMobil. The
injection process leads to very high operating costs. As a result, changes
in oil (in particular) and natural gas prices can significantly impact net
cash flow and the estimated net present value of this property's proved
reserves. Based on information received from the operator, in late 2001
through early 2003 this property experienced mechanical and operational
difficulties primarily associated with the nitrogen injection system and
gas plant operations. Also, the drilling of a directional well has
significantly exceeded the operator's original cost estimates. Recently,
the operator notified the working interest owners that

-28-

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

In May 2004, the III-D and III-E Partnerships sold all of their interests
in the Jay Field and the disposal was treated as a discontinued operation.
The sales proceeds consisting of approximately $88,000 and $632,000,
respectively, will be included in the August 15, 2004 cash distributions
to the III-D and III-E Partnerships. The sale of the Jay Field interests
will impact the continuing future operations of the III-D and III-E
Partnerships. It is anticipated that these Partnerships will have lower
lease operating costs, lower oil and gas sales, and a reduction in their
asset retirement obligations. The reader should refer to Note 3 -
Discontinued Operations to the consolidated financial statements included
in PART I, ITEM 1 of this Quarterly Report on Form 10-Q for additional
information regarding this matter.

GENERAL
- -------

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

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

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

-29-

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

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

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

Net proceeds from the operations less necessary operating capital are
distributed to the Limited Partners on a quarterly basis. Revenues and net
proceeds of a Partnership are largely dependent upon the volumes of oil
and gas sold and the prices received for such oil and gas. While the
General Partner cannot predict future pricing trends, it believes the
working capital available as of March 31, 2004 and the net revenue
generated from future operations will provide sufficient working capital
to meet current and future obligations.

Pursuant to the terms of the Partnership Agreements for the Partnerships
(the "Partnership Agreements") the Partnerships were initially scheduled
to terminate on the dates indicated in the "Initial Termination Date"
column of the following chart. However, the Partnership Agreements provide
that the General Partner may extend the term of each Partnership for up to
five periods of two years each. As of the date of this Quarterly Report,
the General Partner has extended the terms of the III-A, III-B, and III-C
Partnerships for the third extension period, and the III-D, III-E, and
III-F Partnerships for the second extension period. Therefore, the
Partnerships are currently scheduled to terminate on the dates indicated
in the "Current Termination Date" column of the following chart.

Initial Extensions Current
Partnership Termination Date Exercised Termination Date
----------- ----------------- --------- -----------------
III-A November 22, 1999 3 November 22, 2005
III-B January 24, 2000 3 December 31, 2005
III-C February 28, 2000 3 December 31, 2005
III-D September 5, 2000 2 September 5, 2004
III-E December 26, 2000 2 December 26, 2004
III-F March 7, 2001 2 March 7, 2005

-30-

The General Partner currently intends to extend the term of the III-D
Partnership to at least December 31, 2005, but has not yet determined
whether it intends to further extend the terms of any other Partnerships.

CRITICAL ACCOUNTING POLICIES
- ----------------------------

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

Depletion of the cost of producing oil and gas properties, amortization of
related intangible drilling and development costs, and depreciation of
tangible lease and well equipment are computed on the unit-of-production
method. The Partnerships' calculation of depreciation, depletion, and
amortization includes estimated dismantlement and abandonment costs and
estimated salvage value of the equipment. When complete units of
depreciable property are retired or sold, the asset cost and related
accumulated depreciation are eliminated with any gain or loss (including
the elimination of the asset retirement obligation) reflected in income.
When less that complete units of depreciable property are retired or sold,
the proceeds are credited to oil and gas properties.

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

The Deferred Charge on the Balance Sheets represents costs deferred for
lease operating expenses incurred in connection

-31-

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

The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships' wells under short-term
purchase contracts at prevailing prices in accordance with arrangements
which are customary in the oil and gas industry. Sales of gas applicable
to the Partnerships' interest in producing oil and gas leases are recorded
as revenue when the gas is metered and title transferred pursuant to the
gas sales contracts covering the Partnerships' interest in gas reserves.
During such times as a Partnership's sales of gas exceed its pro rata
ownership in a well, such sales are recorded as revenues unless total
sales from the well have exceeded the Partnership's share of estimated
total gas reserves underlying the property, at which time such excess is
recorded as a liability. The rates per Mcf used to calculate this
liability are based on the average gas prices received for the volumes at
the time the overproduction occurred. This also approximates the price for
which the Partnerships are currently settling this liability. These
amounts were recorded as gas imbalance payables in accordance with the
sales method. These gas imbalance payables will be settled by either gas
production by the underproduced party in excess of current estimates of
total gas reserves for the well or by negotiated or contractual payment to
the underproduced party.

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). On January 1,
2003, the Partnerships adopted FAS No. 143 and recorded an increase in
capitalized cost of oil and gas properties, an increase (decrease) in net
income for the cumulative effect of the change in accounting principle,
and an asset retirement obligation in the following approximate amounts
for each Partnership:

-32-

Increase
(decrease)
Increase in
in Net Income
Capitalized for the
Cost of Oil Change in Asset
and Gas Accounting Retirement
Partnerships Properties Principle Obligation
------------ ----------- ---------- ----------
III-A $109,000 ($1,000) $110,000
III-B 76,000 ( 1,000) 77,000
III-C 192,000 2,000 190,000
III-D 109,000 3,000 106,000
III-E 264,000 3,000 261,000
III-F 144,000 4,000 140,000

The asset retirement obligation will be adjusted upwards each quarter in
order to recognize accretion of the time-related discount factor. For the
three months ended March 31, 2004, the III-A, III-B, III-C, III-D, III-E,
and III-F Partnerships recognized approximately $1,000, $1,000, $2,000,
$1,000, $2,000, and $2,000, respectively, of an increase in depreciation,
depletion, and amortization expense, which was comprised of accretion of
the asset retirement obligation and depletion of the increase in
capitalized cost of oil and gas properties.

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

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

The following tables summarize changes in net quantities of the
Partnerships' proved reserves, all of which are located in the United
States, for the periods indicated. The proved reserves were estimated by
petroleum engineers employed by affiliates of the Partnerships, and are
annually reviewed by an independent engineering firm. "Proved reserves"
refers to those estimated quantities of crude oil, gas, and gas

-33-

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.

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

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

Proved reserves, Dec. 31, 2003 139,211 4,039,478
Production ( 10,018) ( 126,475)
Revisions of previous
estimates 754 17,659
------- ---------

Proved reserves, March 31, 2004 129,947 3,930,662
======= =========

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

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

Proved reserves, Dec. 31, 2003 87,639 1,677,840
Production ( 7,027) ( 47,281)
Revisions of previous
estimates 1,071 ( 5,634)
------- ---------

Proved reserves, March 31, 2004 81,683 1,624,925
======= =========

-34-

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

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

Proved reserves, Dec. 31, 2003 99,719 5,349,105
Production ( 2,855) ( 156,564)
Sale of minerals in place ( 6) -
Revisions of previous
estimates ( 6,327) ( 28,640)
------- ---------

Proved reserves, March 31, 2004 90,531 5,163,901
======= =========

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

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

Proved reserves, Dec. 31, 2003 157,044 2,652,614
Production ( 2,273) ( 89,584)
Discontinued operations ( 72,676) ( 14,536)
Revisions of previous
estimates 342 ( 714)
------- ---------

Proved reserves, March 31, 2004 82,437 2,547,780
======= =========

-35-

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

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

Proved reserves, Dec. 31, 2003 674,924 6,565,947
Production ( 7,433) ( 181,161)
Discontinued operations (518,676) ( 103,734)
Revisions of previous
estimates 3,737 95,261
------- ---------

Proved reserves, March 31, 2004 152,552 6,376,313
======= =========

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

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

Proved reserves, Dec. 31, 2003 360,288 4,482,383
Production ( 4,927) ( 98,635)
Revisions of previous
estimates 17,271 152,498
------- ---------

Proved reserves, March 31, 2004 372,632 4,536,246
======= =========

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

The following table indicates the estimated net present value of the
Partnerships' proved reserves as of March 31, 2004 and December 31, 2003.
Net present value attributable to the Partnerships' proved reserves was
calculated on the basis of current costs and prices as of the date of
estimation. Such prices were not escalated except in certain circumstances
where escalations were fixed and readily determinable in accordance with
applicable contract provisions. The table also indicates the gas prices in
effect on the dates corresponding to the reserve valuations. Changes in
the oil and gas prices cause the estimates of

-36-

remaining economically recoverable reserves, as well as the values placed
on said reserves to fluctuate. The prices used in calculating the net
present value attributable to the Partnerships' proved reserves do not
necessarily reflect market prices for oil and gas production subsequent to
March 31, 2004. There can be no assurance that the prices used in
calculating the net present value of the Partnerships' proved reserves at
March 31, 2004 will actually be realized for such production.

Net Present Value of Reserves
----------------------------------------
Partnership 3/31/04 12/31/03
----------- ----------- -----------
III-A $13,031,923 $13,777,306
III-B 5,998,312 6,143,806
III-C 12,793,597 13,637,641
III-D 6,506,193 6,865,989
III-E 15,859,533 16,042,508
III-F 12,119,933 12,072,331

Oil and Gas Prices
-----------------------------------------
Pricing 3/31/04 12/31/03
----------- ----------- -----------
Oil (Bbl) $ 32.50 $ 29.25
Gas (Mcf) 5.63 5.77

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:

-37-

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

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

III-A PARTNERSHIP

THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2003.

Three Months Ended March 31,
-----------------------------
2004 2003
---------- ----------
Oil and gas sales $1,004,030 $1,241,672
Oil and gas production expenses $ 232,394 $ 192,020
Barrels produced 10,018 13,075
Mcf produced 126,475 158,528
Average price/Bbl $ 33.64 $ 31.62
Average price/Mcf $ 5.27 $ 5.22

As shown in the table above, total oil and gas sales decreased $237,642
(19.1%) for the three months ended March 31, 2004 as compared to the three
months ended March 31, 2003. Of this decrease, approximately $97,000 and
$167,000, respectively, were related to decreases in volumes of oil and
gas sold. Volumes of oil and gas sold decreased 3,057 barrels and 32,053
Mcf, respectively, for the three months ended March 31, 2004 as compared
to the three months ended March 31, 2003. The decrease in volumes of oil
sold was primarily due to normal declines in production. The decrease in
volumes of gas sold was primarily due to (i) normal declines in production
and (ii) the III-A Partnership receiving an increased percentage of sales
on one

-38-

significant well during the three months ended March 31, 2003 due to gas
balancing. These decreases were partially offset by a positive prior
period volume adjustment made by the operator during the three months
ended March 31, 2004. Average oil and gas prices increased to $33.64 per
barrel and $5.27 per Mcf, respectively, for the three months ended March
31, 2004 from $31.62 per barrel and $5.22 per Mcf, respectively, for the
three months ended March 31, 2003.

Oil and gas production expenses (including lease operating expenses and
production taxes) increased $40,374 (21.0%) for the three months ended
March 31, 2004 as compared to the three months ended March 31, 2003. This
increase was primarily due to (i) the receipt of an environmental clean-up
credit on one significant well during the three months ended March 31,
2003 and (ii) workover expenses incurred on another significant well
during the three months ended March 31, 2004. These increases were
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 23.1% for the three months ended March 31, 2004 from
15.5% for the three months ended March 31, 2003. This percentage increase
was primarily due to the dollar increase in oil and gas production
expenses.

Depreciation, depletion, and amortization of oil and gas properties
increased $15,807 (28.1%) for the three months ended March 31, 2004 as
compared to the three months ended March 31, 2003. This increase was
primarily due to the abandonment of one significant well during the three
months ended March 31, 2004 following an unsuccessful recompletion
attempt. This increase was partially offset by the decreases in volumes of
oil and gas sold. As a percentage of oil and gas sales, this expense
increased to 7.2% for the three months ended March 31, 2004 from 4.5% for
the three months ended March 31, 2003. This percentage increase was
primarily due to the dollar increase in depreciation, depletion, and
amortization of oil and gas properties.

General and administrative expenses decreased $3,743 (4.5%) for the three
months ended March 31, 2004 as compared to the three months ended March
31, 2003. As a percentage of oil and gas sales, these expenses increased
to 7.9% for the three months ended March 31, 2004 from 6.7% for the three
months ended March 31, 2003. This percentage increase was primarily due to
the decrease in oil and gas sales.

The Limited Partners have received cash distributions through March 31,
2004 totaling $37,036,701 or 140.30% of Limited Partners' capital
contributions.

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III-B PARTNERSHIP

THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2003.

Three Months Ended March 31,
----------------------------
2004 2003
-------- --------
Oil and gas sales $489,401 $700,575
Oil and gas production expenses $131,885 $119,779
Barrels produced 7,027 9,175
Mcf produced 47,281 80,507
Average price/Bbl $ 33.32 $ 31.83
Average price/Mcf $ 5.40 $ 5.07

As shown in the table above, total oil and gas sales decreased $211,174
(30.1%) for the three months ended March 31, 2004 as compared to the three
months ended March 31, 2003. Of this decrease, approximately $68,000 and
$169,000, respectively, were related to decreases in volumes of oil and
gas sold. Volumes of oil and gas sold decreased 2,148 barrels and 33,226
Mcf, respectively, for the three months ended March 31, 2004 as compared
to the three months ended March 31, 2003. The decrease in volumes of oil
sold was primarily due to normal declines in production. The decrease in
volumes of gas sold was primarily due to (i) normal declines in production
and (ii) the III-B Partnership receiving an increased percentage of sales
on one significant well during the three months ended March 31, 2003 due
to gas balancing. Average oil and gas prices increased to $33.32 per
barrel and $5.40 per Mcf, respectively, for the three months ended March
31, 2004 from $31.83 per barrel and $5.07 per Mcf, respectively, for the
three months ended March 31, 2003.

Oil and gas production expenses (including lease operating expenses and
production taxes) increased $12,106 (10.1%) for the three months ended
March 31, 2004 as compared to the three months ended March 31, 2003. This
increase was primarily due to (i) the receipt of an environmental clean-up
credit on one significant well during the three months ended March 31,
2003 and (ii) workover expenses incurred on another significant well
during the three months ended March 31, 2004. These increases were
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 26.9% for the three months ended March 31, 2004 from
17.1% for the three months ended March 31, 2003. This percentage increase
was primarily due to the dollar increase in oil and gas production
expenses.

Depreciation, depletion, and amortization of oil and gas properties
increased $10,609 (31.1%) for the three months ended March 31, 2004 as
compared to the three months ended March 31, 2003. This increase was
primarily due to the abandonment of one significant well during the three
months

-40-

ended March 31, 2004 following an unsuccessful recompletion attempt. This
increase was partially offset by the decreases in volumes of oil and gas
sold. As a percentage of oil and gas sales, this expense increased to 9.1%
for the three months ended March 31, 2004 from 4.9% for the three months
ended March 31, 2003. This percentage increase was primarily due to the
dollar increase in depreciation, depletion, and amortization of oil and
gas properties.

General and administrative expenses decreased $4,304 (8.9%) for the three
months ended March 31, 2004 as compared to the three months ended March
31, 2003. As a percentage of oil and gas sales, these expenses increased
to 9.0% for the three months ended March 31, 2004 from 6.9% for the three
months ended March 31, 2003. This percentage increase was primarily due to
the decrease in oil and gas sales.

The Limited Partners have received cash distributions through March 31,
2004 totaling $21,004,353 or 151.84% of Limited Partners' capital
contributions.

III-C PARTNERSHIP

THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2003.

Three Months Ended March 31,
----------------------------
2004 2003
-------- ----------
Oil and gas sales $848,497 $1,155,715
Oil and gas production expenses $189,809 $ 238,766
Barrels produced 2,855 5,914
Mcf produced 156,564 181,104
Average price/Bbl $ 32.66 $ 31.78
Average price/Mcf $ 4.82 $ 5.34

As shown in the table above, total oil and gas sales decreased $307,218
(26.6%) for the three months ended March 31, 2004 as compared to the three
months ended March 31, 2003. Of this decrease, approximately (i) $97,000
and $131,000, respectively, were related to decreases in volumes of oil
and gas sold and (ii) $81,000 was related to a decrease in the average
price of gas sold. Volumes of oil and gas sold decreased 3,059 barrels and
24,540 Mcf, respectively, for the three months ended March 31, 2004 as
compared to the three months ended March 31, 2003. The decrease in volumes
of oil sold was primarily due to (i) the shutting-in of a production zone
on one significant well during late 2003 and (ii) normal declines in
production. The decrease in volumes of gas sold was primarily due to (i)
normal declines in production and (ii) the III-C Partnership receiving a
reduced percentage of sales on one significant well during the three
months ended March 31, 2004 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

-41-

to a decrease in volumes of gas sold by the III-C Partnership. Average oil
prices increased to $32.66 per barrel for the three months ended March 31,
2004 from $31.78 per barrel for the three months ended March 31, 2003.
Average gas prices decreased to $4.82 per Mcf for the three months ended
March 31, 2004 from $5.34 per Mcf for the three months ended March 31,
2003.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $48,957 (20.5%) for the three months ended
March 31, 2004 as compared to the three months ended March 31, 2003. This
decrease was primarily due to (i) a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold and (ii) a
decrease in production taxes associated with the decrease in oil and gas
sales. As a percentage of oil and gas sales, these expenses increased to
22.4% for the three months ended March 31, 2004 from 20.7% for the three
months ended March 31, 2003.

Depreciation, depletion, and amortization of oil and gas properties
increased $13,515 (30.9%) for the three months ended March 31, 2004 as
compared to the three months ended March 31, 2003. This increase was
primarily due to an increase in depletable oil and gas properties
primarily due to developmental drilling activities on one significant well
during the three months ended March 31, 2004. This increase was partially
offset by the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, this expense increased to 6.7% for the three months
ended March 31, 2004 from 3.8% for the three months ended March 31, 2003.
This percentage increase was primarily due to the dollar increase in
depreciation, depletion and amortization of oil and gas properties.

General and administrative expenses decreased $3,830 (4.9%) for the three
months ended March 31, 2004 as compared to the three months ended March
31, 2003. As a percentage of oil and gas sales, these expenses increased
to 8.7% for the three months ended March 31, 2004 from 6.7% for the three
months ended March 31, 2003. This percentage increase was primarily due to
the decrease in oil and gas sales.

The Limited Partners have received cash distributions through March 31,
2004 totaling $28,101,795 or 114.92% of Limited Partners' capital
contributions.

-42-

III-D PARTNERSHIP

THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2003.

Three Months Ended March 31,
----------------------------
2004 2003
-------- --------
Oil and gas sales $503,917 $749,776
Oil and gas production expenses $115,174 $139,289
Barrels produced 2,273 5,051
Mcf produced 89,584 111,586
Average price/Bbl $ 32.04 $ 30.19
Average price/Mcf $ 4.81 $ 5.35

As shown in the table above, total oil and gas sales decreased $245,859
(32.8%) for the three months ended March 31, 2004 as compared to the three
months ended March 31, 2003. Of this decrease, approximately (i) $84,000
and $118,000, respectively, were related to decreases in volumes of oil
and gas sold and (ii) $48,000 was related to a decrease in the average
price of gas sold. Volumes of oil and gas sold decreased 2,778 barrels and
22,002 Mcf, respectively, for the three months ended March 31, 2004 as
compared to the three months ended March 31, 2003. The decrease in volumes
of oil sold was primarily due to (i) the shutting-in of a production zone
on one significant well during late 2003 and (ii) normal declines in
production. The decrease in volumes of gas sold was primarily due to (i)
normal declines in production, (ii) the shutting-in of a production zone
on one significant well during late 2003, and (iii) the III-D Partnership
receiving a reduced percentage of sales on another significant well during
the three months ended March 31, 2004 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 III-D Partnership. Average
oil prices increased to $32.04 per barrel for the three months ended March
31, 2004 from $30.19 per barrel for the three months ended March 31, 2003.
Average gas prices decreased to $4.81 per Mcf for the three months ended
March 31, 2004 from $5.35 per Mcf for the three months ended March 31,
2003.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $24,115 (17.3%) for the three months ended
March 31, 2004 as compared to the three months ended March 31, 2003. This
decrease was primarily due to (i) a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold and (ii) a
decrease in production taxes associated with the decrease in oil and gas
sales. As a percentage of oil and gas sales, these expenses increased to
22.9% for the three months ended March 31, 2004 from 18.6% for the three
months

-43-

ended March 31, 2003. This percentage increase was primarily due to the
decrease in the average price of gas sold.

Depreciation, depletion, and amortization of oil and gas properties
increased $6,546 (38.8%) for the three months ended March 31, 2004 as
compared to the three months ended March 31, 2003. This increase was
primarily due to equipment credits received on a fully depleted well in
the three months ended March 31, 2003. As a percentage of oil and gas
sales, these expenses increased to 4.7% for the three months ended March
31, 2004 from 2.3% for the three months ended March 31, 2003. This
percentage increase was primarily due to the dollar increase in
depreciation, depletion, and amortization of oil and gas properties.

General and administrative expenses decreased $4,338 (9.4%) for the three
months ended March 31, 2004 as compared to the three months ended March
31, 2003. As a percentage of oil and gas sales, these expenses increased
to 8.3% for the three months ended March 31, 2004 from 6.2% for the three
months ended March 31, 2003. This percentage increase was primarily due to
the decrease in oil and gas sales.

As further discussed in PART I, ITEM 2 - Discontinued Operations, the
III-D Partnership sold its interest in the Jay Field on May 12, 2004. The
III-D Partnership's net proceeds of approximately $88,000 from this sale
will be included in its August 15, 2004 cash distribution.

The Limited Partners have received cash distributions through March 31,
2004 totaling $15,593,669 or 119.03% of Limited Partners' capital
contributions.

III-E PARTNERSHIP

THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2003.

Three Months Ended March 31,
----------------------------
2004 2003
---------- ----------
Oil and gas sales $1,136,092 $1,313,520
Oil and gas production expenses $ 311,191 $ 364,630
Barrels produced 7,433 8,280
Mcf produced 181,161 215,751
Average price/Bbl $ 30.68 $ 30.18
Average price/Mcf $ 5.01 $ 4.93

As shown in the table above, total oil and gas sales decreased $177,428
(13.5%) for the three months ended March 31, 2004 as compared to the three
months ended March 31, 2003. Of this decrease, approximately $26,000 and
$171,000, respectively, were related to decreases in volumes of oil and
gas sold. Volumes of oil and gas sold decreased 847 barrels and 34,590
Mcf, respectively, for the three months ended March 31, 2004 as compared
to the three months ended

-44-

March 31, 2003. The decrease in volumes of oil sold was primarily due to
normal declines in production. The decrease in volumes of gas sold was
primarily due to (i) normal declines in production and (ii) a positive
prior period volume adjustment made by the operator on one significant
well during the three months ended March 31, 2003. Average oil and gas
prices increased to $30.68 per barrel and $5.01 per Mcf, respectively, for
the three months ended March 31, 2004 from $30.18 per barrel and $4.93 per
Mcf, respectively, for the three months ended March 31, 2003.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $53,439 (14.7%) for the three months ended
March 31, 2004 as compared to the three months ended March 31, 2003. This
decrease was primarily due to (i) a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold and (ii) a
decrease in production taxes associated with the decrease in oil and gas
sales. As a percentage of oil and gas sales, these expenses decreased to
27.4% for the three months ended March 31, 2004 from 27.8% for the three
months ended March 31, 2003.

Depreciation, depletion, and amortization of oil and gas properties
decreased $59,647 (63.2%) for the three months ended March 31, 2004 as
compared to the three months ended March 31, 2003. This decrease was
primarily due to (i) two significant wells being fully depleted in the
three months ended March 31, 2003 due to lack of remaining economically
recoverable reserves, (ii) the abandonment of one significant well during
the three months ended March 31, 2003 due to severe mechanical problems,
and (iii) the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, this expense decreased to 3.1% for the three months
ended March 31, 2004 from 7.2% for the three months ended March 31, 2003.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization of oil and gas properties.

General and administrative expenses decreased $3,052 (2.4%) for the three
months ended March 31, 2004 as compared to the three months ended March
31, 2003. As a percentage of oil and gas sales, these expenses increased
to 10.8% for the three months ended March 31, 2004 from 9.6% for the three
months ended March 31, 2003. This percentage increase was primarily due to
the decrease in oil and gas sales.

As further discussed in PART I, ITEM 2 - Discontinued Operations, the
III-E Partnership sold its interest in the Jay Field on May 12, 2004. The
III-E Partnership's net proceeds of approximately $632,000 from this sale
will be included in its August 15, 2004 cash distribution.

The Limited Partners have received cash distributions through March 31,
2004 totaling $47,348,016 or 113.20% of Limited Partners' capital
contributions.

-45-

III-F PARTNERSHIP

THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2003.

Three Months Ended March 31,
----------------------------
2004 2003
-------- --------
Oil and gas sales $645,565 $744,486
Oil and gas production expenses $178,983 $197,946
Barrels produced 4,927 5,382
Mcf produced 98,635 137,370
Average price/Bbl $ 32.16 $ 30.79
Average price/Mcf $ 4.94 $ 4.21

As shown in the table above, total oil and gas sales decreased $98,921
(13.3%) for the three months ended March 31, 2004 as compared to the three
months ended March 31, 2003. Of this decrease, approximately $14,000 and
$163,000, respectively, were related to decreases in the volumes of oil
and gas sold. These decreases were partially offset by an increase of
approximately $72,000 related to an increase in the average price of gas
sold. Volumes of oil and gas sold decreased 455 barrels and 38,735 Mcf,
respectively, for the three months ended March 31, 2004 as compared to the
three months ended March 31, 2003. The decrease in volumes of gas sold was
primarily due to (i) normal declines in production and (ii) the
shutting-in of one significant well during late 2003 in order to perform
repairs and maintenance on that well. The shut-in well has returned to
production. Average oil and gas prices increased to $32.16 per barrel and
$4.94 per Mcf, respectively, for the three months ended March 31, 2004
from $30.79 per barrel and $4.21 per Mcf, respectively, for the three
months ended March 31, 2003.

Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $18,963 (9.6%) for the three months ended
March 31, 2004 as compared to the three months ended March 31, 2003. As a
percentage of oil and gas sales, these expenses increased to 27.7% for the
three months ended March 31, 2004 from 26.6% for the three months ended
March 31, 2003.

Depreciation, depletion, and amortization of oil and gas properties
decreased $81,579 (75.2%) for the three months ended March 31, 2004 as
compared to the three months ended March 31, 2003. This decrease was
primarily due to (i) the abandonment of one significant well during the
three months ended March 31, 2003 due to severe mechanical problems, (ii)
the decreases in volumes of oil and gas sold, and (iii) two significant
wells being fully depleted in the three months ended March 31, 2003 due to
lack of remaining economically recoverable reserves. As a percentage of
oil and gas sales, this expense decreased to 4.2% for the three months
ended March 31, 2004 from 14.6% for the three months ended March 31, 2003.
This percentage decrease was primarily due to the

-46-

dollar decrease in depreciation, depletion and amortization of oil and gas
properties.

General and administrative expenses decreased $3,785 (5.3%) for the three
months ended March 31, 2004 as compared to the three months ended March
31, 2003. As a percentage of oil and gas sales, these expenses increased
to 10.5% for the three months ended March 31, 2004 from 9.6% for the three
months ended March 31, 2003. This percentage increase was primarily due to
the decrease in oil and gas sales.

The Limited Partners have received cash distributions through March 31,
2004 totaling $18,686,904 or 84.37% of Limited Partners' capital
contributions.

-47-

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

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

-48-

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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

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

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

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

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

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

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

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

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

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

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

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

-49-

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

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

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

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

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

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

(b) Reports on Form 8-K.

Current Report on Form 8-K filed during the first quarter of 2004:

Date of Event: February 4, 2004
Date Filed with SEC: February 4, 2004
Items Included: Item 5 - Other Events
Item 7 - Exhibits

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SIGNATURES

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

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

(Registrant)

BY: GEODYNE RESOURCES, INC.

General Partner

Date: May 14, 2004 By: /s/Dennis R. Neill
--------------------------------
(Signature)
Dennis R. Neill
President

Date: May 14, 2004 By: /s/Craig D. Loseke
--------------------------------
(Signature)
Craig D. Loseke
Chief Accounting Officer

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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