GEODYNE ENERGY INCOME LTD PARTNERSHIP III-B
General        The  Geodyne   Energy  Income  Limited   Partnership   III-A  (the  "III-A Partnership"),  Geodyne  Energy  Income  Limited  Partnership  III-B (the "III-B Partnership"),  Geodyne  Energy  Income  Limited  Partnership  III-C (the "III-C Partnership"),  Geodyne  Energy  Income  Limited  Partnership  III-D (the "III-D Partnership"),  Geodyne  Energy  Income  Limited  Partnership  III-E (the "III-E Partnership"),  and Geodyne Energy Income Limited  Partnership III-F (the "III-F Partnership") (collectively, the "Partnerships") are limited partnerships formed under the Oklahoma Revised Uniform Limited  Partnership Act. Each Partnership is composed of Geodyne Resources, Inc., a Delaware corporation,  as general partner ("Geodyne" or the "General  Partner"),  Geodyne  Depositary  Company, a Delaware corporation,  as the sole  initial  limited  partner,  and public  investors  as substitute limited partners (the "Limited Partners"). The Partnerships commenced operations on the dates set forth below:                                                Date of                   Partnership                Activation                   -----------             ------------------                       III-A                November 22, 1989                      III-B                January 24, 1990                      III-C                February 27, 1990                      III-D                September 5, 1990                      III-E                December 26, 1990                      III-F                March 7, 1991        The  General  Partner  currently  serves as general  partner of 26 limited partnerships  and is a  wholly-owned  subsidiary of Samson  Investment  Company. Samson Investment Company and its various corporate subsidiaries,  including the General Partner (collectively "Samson"), are primarily engaged in the production and  development of and exploration for oil and gas reserves and the acquisition and  operation of  producing  properties.  At December  31,  2005,  Samson owned interests in approximately  18,000 oil and gas wells located in 18 states of the United States and the countries of Canada and  Venezuela.  At December 31, 2005, Samson  operated  approximately  5,700 oil and gas wells located in 14 states of the United States as well as Canada and Venezuela.        The Partnerships are currently engaged in the business of owning interests in producing oil and gas properties  located in the  continental  United States. The Partnerships may also engage to a limited extent in development  drilling on producing oil and gas  properties as required for the prudent  management of the Partnerships.                                          -4-           As limited partnerships,  the Partnerships have no officers, directors, or employees. They rely instead on the personnel of the General Partner and Samson. As of February  15,  2006,  Samson  employed  approximately  1,300  persons.  No employees  are  covered by  collective  bargaining  agreements,  and  management believes  that  Samson  provides a sound  employee  relations  environment.  For information  regarding the executive officers of the General Partner,  see "Item 10. Directors and Executive Officers of the General Partner."        The General Partner's and the Partnerships' principal place of business is located at Samson Plaza,  Two West Second Street,  Tulsa,  Oklahoma  74103,  and their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE].        Pursuant to the terms of the partnership  agreements for the  Partnerships (the  "Partnership  Agreements") the Partnerships were 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 Annual  Report on Form 10-K ("Annual  Report"),  the General Partner  has  extended  the term of the  Partnerships  for the fourth  extension period.  Therefore, the Partnerships are currently scheduled to terminate on the dates indicated in the "Current Termination Date" column of the following chart.                          Initial              Extensions        Current    Partnership      Termination Date         Exercised     Termination Date    -----------      ------------------       ---------     -----------------       III-A         November 22, 1999             4        November 22, 2007       III-B         January 24, 2000              4        December 31, 2007       III-C         February 28, 2000             4        December 31, 2007       III-D         September 5, 2000             4        December 31, 2007       III-E         December 26, 2000             4        December 31, 2007       III-F         March 7, 2001                 4        December 31, 2007        The General Partner has not determined  whether it will further extend the term of any Partnership.         Funding        Although  the  Partnership  Agreements  permit the  Partnerships  to incur borrowings,   operations   and  expenses  are  currently   funded  out  of  each Partnership's  revenues from oil and gas sales.  The General Partner may, but is not required to, advance funds to a Partnership  for the same purposes for which Partnership borrowings are authorized.                                           -5-           Principal Products Produced and Services Rendered        The  Partnerships'  sole  business  is  the  production  of,  and  related incidental  development  of,  oil and gas.  The  Partnerships  do not  refine or otherwise  process crude oil and  condensate.  The  Partnerships do not hold any patents,  trademarks,  licenses,  or  concessions  and are  not a  party  to any government  contracts.  The  Partnerships  have no  backlog of orders and do not participate in research and development  activities.  The  Partnerships  are not presently  encountering  shortages  of  oilfield  tubular  goods,   compressors, production material, or other equipment.  However,  substantial increases in the global  price  of  steel  as well as  increases  in the  prices  for oil and gas supplies and services  will further  increase the costs of any future  workover, recompletion or drilling activities conducted by the Partnerships.         Competition and Marketing        The primary source of liquidity and Partnership cash  distributions  comes from the net revenues  generated  from the sale of oil and gas produced from the Partnerships'  oil and gas  properties.  The  level of net  revenues  is  highly dependent  upon the total  volumes  of oil and  natural  gas  sold.  Oil and gas reserves are depleting assets and will experience production declines over time, thereby likely  resulting in reduced net revenues.  The level of net revenues is also highly  dependent  upon the prices  received  for oil and gas sales,  which prices have historically been very volatile and may continue to be so.        Additionally,  lower oil and  natural  gas prices may reduce the amount of oil and gas that is economic to produce  and reduce the  Partnerships'  revenues and cash flow.  Various  factors  beyond the  Partnerships'  control will affect prices for oil and natural gas, such as:        *  Worldwide and domestic supplies of oil and natural gas;       *  The ability of the members of the  Organization of Petroleum  Exporting          Countries ("OPEC") to agree upon and maintain oil prices and production          quotas;       *  Political  instability  or  armed  conflict in oil-producing regions or          around major shipping areas;       *  The level of consumer demand and overall economic activity;       *  The competitiveness of alternative fuels;       *  Weather conditions and the impact of weather-related events;       *  The availability of pipelines for transportation;       *  Domestic  and foreign  government  regulations  and taxes;  and       *  Market expectations.        It is not  possible to predict the future  direction of oil or natural gas prices or whether the above  discussed  trends  will  remain.  Operating  costs, including General and Administrative                                          -6-     Expenses,  may not decline  over time,  may  increase or may  experience  only a gradual decline,  thus adversely  affecting net revenues as either production or oil and natural gas prices decline.  In any particular  period, net revenues may also be affected by either the receipt of proceeds  from  property  sales or the incursion of additional costs as a result of well workovers,  recompletions, new well drilling, and other events.         Significant Customers        The  following  customers  accounted  for  ten  percent  or  more  of  the Partnerships' oil and gas sales during the year ended December 31, 2005:        Partnership             Purchaser                     Percentage       -----------       ------------------------            ----------          III-A          ConocoPhillips Company                           ("ConocoPhillips")                    29.7%                         Gulfterra Central Point                          Allocation ("Gulfterra")               23.2%           III-B          ConocoPhillips                          37.6%                         Gulfterra                               20.8%           III-C          ONEOK Texas Energy Resources                           ("ONEOK")                             19.1%                         Duke Energy Field Services,                           Inc.("Duke")                          16.9%                         Cinergy Marketing Company                           ("Cinergy")                           10.4%                         Enogex Services Corporation             10.3%           III-D          ONEOK                                   28.3%                         Cinergy                                 14.9%                         Duke                                    13.8%           III-E          Duke                                    18.2%                         Red Desert Central Point                           Allocation ("Red Desert")             17.5%                         Sempra Energy Trading Corp.                           ("Sempra")                            16.2%                         Hunt Crude Oil Supply Company           13.9%           III-F          Red Desert                              21.9%                         Sempra                                  20.4%                         Eaglwing Trading, Inc.                  17.0%                         Duke                                    14.1%         In  the  event  of  interruption  of  purchases  by  one  or  more  of the Partnerships'  significant  customers  or the  cessation  or material  change in availability  of  open  access  transportation  by  the  Partnerships'  pipeline transporters, the Partnerships may                                          -7-     encounter  difficulty in marketing  their gas and in maintaining  historic sales levels.  Management does not expect any of its open access  transporters to seek authorization to terminate their transportation  services.  Even if the services were  terminated,  management  believes  that  alternatives  would be  available whereby the Partnerships would be able to continue to market their gas.        The  Partnerships'  principal  customers  for  crude  oil  production  are refiners and other companies  which have pipeline  facilities near the producing properties  of the  Partnerships.  In the  event  pipeline  facilities  are  not conveniently  available to  production  areas,  crude oil is usually  trucked by purchasers to storage facilities.         Oil, Gas, and Environmental Control Regulations        Regulation  of Production  Operations -- The  production of oil and gas is subject to  extensive  federal and state laws and  regulations  governing a wide variety of matters, including the drilling and spacing of wells, allowable rates of  production,  prevention  of  waste  and  pollution,  and  protection  of the environment.  In  addition  to the direct  costs  borne in  complying  with such regulations,  operations and revenues may be impacted to the extent that certain regulations limit oil and gas production to below economic levels.        Regulation  of Sales and  Transportation  of Oil and Gas -- Sales of crude oil and  condensate  are made by the  Partnerships  at market prices and are not subject to price  controls.  The sale of gas may be subject to both  federal and state laws and  regulations.  The provisions of these laws and  regulations  are complex  and  affect  all who  produce,  resell,  transport,  or  purchase  gas, including the  Partnerships.  Although  virtually all of the  Partnerships'  gas production  is not subject to price  regulation,  other  regulations  affect the availability of gas transportation  services and the ability of gas consumers to continue to purchase or use gas at current levels. Accordingly, such regulations may have a material  effect on the  Partnerships'  operations and projections of future oil and gas production and revenues.        Future  Legislation --  Legislation  affecting the oil and gas industry is under  constant  review  for  amendment  or  expansion.  Because  such  laws and regulations  are frequently  amended or  reinterpreted,  management is unable to predict what  additional  energy  legislation  may be proposed or enacted or the future cost and impact of complying with existing or future regulations.        Regulation of the Environment -- The Partnerships'  operations are subject to numerous laws and  regulations  governing the discharge of materials into the environment or otherwise relating to environmental  protection.  Compliance with such  laws  and  regulations,   together  with  any  penalties   resulting  from noncompliance, may increase the cost of the Partnerships'                                          -8-     operations or may affect the  Partnerships'  ability to timely complete existing or future  activities.  Management  anticipates  that various local,  state, and federal environmental control agencies will have an increasing impact on oil and gas operations.         Insurance Coverage        The  Partnerships  are  subject  to  all  of  the  risks  inherent  in the exploration  for and  production of oil and gas including  blowouts,  pollution, fires, and other casualties.  The Partnerships maintain insurance coverage as is customary for entities of a similar size engaged in  operations  similar to that of the  Partnerships,  but losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. In particular, many types of pollution and  contamination  can exist,  undiscovered,  for long  periods of time and can result in  substantial  environmental  liabilities  which are not  insured.  The occurrence  of an event  which is not fully  covered by  insurance  could have a material adverse effect on the Partnerships'  financial condition and results of operations.
The following factors,  among others, could have a material adverse effect upon the Partnerships' business, financial condition, and results of operations.        The  following  discussion of risk factors  should be read in  conjunction with the financial  statements  and related notes  included  herein.  Because of these and other factors,  past financial performance should not be considered an indication of future performance.        Oil And Natural Gas Prices Fluctuate Due To A Number Of       -------------------------------------------------------       Uncontrollable Factors, And Any Decline Will Adversely Affect       -------------------------------------------------------------       The Partnerships' Financial Condition.       --------------------------------------        The  Partnerships'  results of  operations  depend  upon the  prices  they receive for their oil and natural gas. We sell most of the Partnerships' oil and natural gas liquids at current  market  prices  rather than through  fixed-price contracts.  Historically, the markets for oil and natural gas have been volatile and are likely to remain so. The prices we receive  depend upon  factors  beyond our control, including:           *  political instability or armed conflict in oil-producing regions;          *  weather conditions;          *  the supply of domestic and foreign oil and natural gas;                                          -9-              *  the ability of members of OPEC to agree upon and maintain prices and             production levels;          *  the level of consumer demand and overall economic activity;          *  worldwide economic demand;          *  the price and availability of alternative fuels;          *  domestic and foreign governmental regulations and taxes;          *  the proximity to and capacity of transportation facilities; and          *  the effect of worldwide energy conservation measures.        Government  regulations,  such as regulation of natural gas transportation and price controls,  can affect product prices in the long term.  These external factors and the  volatile  nature of the energy  markets  make it  difficult  to reliably estimate future prices of oil and natural gas.        Any  decline  in  oil  and  natural  gas  prices  adversely   affects  the Partnerships'  financial  condition.  If the oil and  gas  industry  experiences significant  price declines,  the Partnerships may not be able to maintain their current  level of cash  distributions.  See "Item 1 -  Business-Competition  and Marketing"  and "Item 7 -  Management's  Discussion  and  Analysis of  Financial Condition and Results of Operations."        Reserve Estimates Depend On Many Assumptions That May Turn       ----------------------------------------------------------       Out To Be Inaccurate.  Any Material Inaccuracies In The       -------------------------------------------------------       Partnerships' Reserve Estimates Or Underlying Assumptions       ---------------------------------------------------------       Could Cause The Quantities And Net Present Value Of Their       ---------------------------------------------------------       Reserves To Be Overstated.       --------------------------        Estimating  quantities of proved oil and natural gas reserves is a complex process.  It requires  interpretations  of available  technical data and various assumptions, including assumptions relating to economic factors. Any significant inaccuracies  in these  interpretations  or  assumptions or changes of condition could cause the quantities and net present value of the  Partnerships'  reserves to be overstated.        To prepare  estimates  of  economically  recoverable  oil and  natural gas reserves and future net cash flows,  we analyze many variable  factors,  such as historical  production from the area compared with  production  rates from other producing areas. We also analyze available geological,  geophysical,  production and engineering  data, and the extent,  quality and reliability of this data can vary.  The process  also  involves  economic  assumptions  relating to commodity prices,  production costs,  severance and excise taxes, capital expenditures and workover  and  remedial  costs.  Actual  results  most likely will vary from our estimates.                                          -10-     Any significant variance could reduce the estimated quantities and present value of reserves shown in this annual report.        You should not assume that the present value of future net cash flows from the  Partnerships'  proved  reserves  shown in this Annual Report is the current market value of their estimated oil and natural gas reserves. In accordance with Securities  and Exchange  Commission  requirements,  the  Partnerships  base the estimated  discounted future net cash flows from their proved reserves on prices and costs on the date of the  estimate.  Actual  current  and future  prices and costs may differ  materially  from those used in the earlier  net present  value estimate,  and as a result, net present value estimates using current prices and costs may be  significantly  less than the earlier estimate which is provided in this annual  report.  See "Item 2 -  Properties-Proved  Reserves and Net Present Value".        Drilling Oil And Natural Gas Wells Is A High-Risk Activity       ----------------------------------------------------------       And Subjects Us To A Variety Of Factors That We Cannot       ------------------------------------------------------       Control.       --------        Drilling oil and natural gas wells,  including development wells, involves numerous  risks,  including  the risk that the  Partnerships  may not  encounter commercially  productive oil and natural gas reservoirs.  While the Partnerships do not expend a significant portion of their capital on drilling activities,  to the extent  they do drill wells this can be a  significant  risk factor to them. They may not recover all or any portion of their  investment  in new wells.  The presence  of   unanticipated   pressures  or   irregularities   in   formations, miscalculations  or  accidents  may  cause  their  drilling   activities  to  be unsuccessful  and  result  in a total  loss  of  investment.  Further,  drilling operations  may be  curtailed,  delayed or  canceled as a result of a variety of factors, including:           *  unexpected drilling conditions;          *  title problems;          *  restricted access to land for drilling or laying pipeline;          *  pressure or irregularities in formations;          *  equipment failure or accidents;          *  adverse weather conditions; and          *  costs of, or shortages or delays in the  availability  of,  drilling             rigs, tubular materials and equipment.                                          -11-           The Marketability Of The Partnerships' Production Is       ----------------------------------------------------       Dependent Upon Transportation And Processing Facilities Over       ------------------------------------------------------------       Which We Have No Control.       -------------------------        The marketability of the Partnerships' production depends in part upon the availability, proximity and capacity of pipelines, natural gas gathering systems and processing  facilities.  Any significant  change in market factors affecting these  infrastructure  facilities  could harm their business.  The  Partnerships deliver oil and natural gas through gathering systems and pipelines that they do not  own.  These  facilities  may  be  temporarily  unavailable  due  to  market conditions or mechanical reasons, or may not be available to us in the future.        Reliance On Third Party Operators       ---------------------------------        A  substantial  portion of the  Partnerships'  properties  are operated by third  parties.   The  Partnerships  have  little,  if  any,  control  over  the operational  decisions and costs associated with these properties.  In addition, the  Partnerships  are totally  reliant on the third party  operators'  internal controls associated with the operators' accounting for revenues and expenses.        No Market For Units       -------------------        The Partnerships'  Units are not listed on any exchange or national market system, and there is no established public trading market for the Units. You may only sell your Units via (i) the General Partner's annual Repurchase Offer; (ii) transfers  facilitated  by secondary  trading firms and matching  services;  and (iii)  occasional  "4.9% tender offers" which are made for the Units.  Secondary market   activity   for  the  Units  has  been  limited  and  varies  among  the Partnerships.  See  "Item 5 - Market  for  Units  and  Related  Limited  Partner Matters".        Limited Life       ------------        The  Partnerships  are  currently  scheduled  to terminate on December 31, 2007.  Even  if  the  General   Partner   exercises  its  right  to  extend  the Partnerships'  terms for one additional  two-year period,  the Partnerships will terminate no later than December 31, 2009. Upon  termination  the  Partnerships' assets will be sold.  There is no assurance  that the market for the sale of the Partnerships' assets will be favorable at such time.                                          -12-           The Partnerships Are Subject To Complex Federal, State And       ----------------------------------------------------------       Local Laws And Regulations That Could Adversely Affect Their       ------------------------------------------------------------       Business.       ---------        Extensive federal,  state and local regulation of the oil and gas industry significantly  affects the  Partnerships'  operations.  In particular,  they are subject to stringent environmental  regulations.  These regulations increase the costs of planning, designing, drilling, installing, operating and abandoning oil and natural gas wells and other related facilities. These regulations may become more demanding in the future. Matters subject to regulation include:           *  discharge permits for drilling operations;          *  drilling bonds;          *  spacing of wells;          *  unitization and pooling of properties;          *  environmental protection;          *  reports concerning operations; and          *  taxation.        Under these laws and regulations, the Partnerships could be liable for:           *  personal injuries;          *  property damage;          *  oil spills;          *  discharge of hazardous materials;          *  reclamation costs;          *  remediation and clean-up costs; and          *  other environmental damages.        While the Partnerships maintain insurance coverage customary for companies similar to their size and operations, losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. See "Item 1 - Business".        Conflicts Of Interest       ---------------------        Direct and indirect  conflicts of interests  exist among the  Partnerships and among a Partnership and the General Partner and its affiliates.  The General Partner and its  affiliates  engage in many aspects of the oil and gas business, including  acting as a general  partner  of a number of  affiliated  oil and gas limited  partnerships.  The  General  Partner and its  affiliates  may engage in transactions  with a Partnership,  and  Partnerships  will frequently  engage in transactions with other oil and gas limited partnerships.  These conflicts could relate  to  the  sale  of oil  and  gas  properties,  the  determination  of the Partnerships'  Repurchase  Prices,  and the determination of whether to continue the                                          -13-     Partnerships  past their  scheduled  termination  date of December 31, 2007. See "Item 13 - Certain Relationships and Related Transactions".        Payments To The General Partner       -------------------------------        The General Partner receives reimbursements for General and Administrative Expenses.  The  General  Partner  also  receives  a share  of  Partnership  cash distributions.  See "Item 11 - Executive  Compensation"  and "Item 8 - Financial Statements and Supplementary Data".        Financial Capability Of General Partner       ---------------------------------------        The General Partner has limited  financial  resources.  Contingencies  may arise which will require  funding beyond its financial  resources.  Even if such financial  resources are available,  the General Partner is not required to lend money or to fund any financial obligations of the Partnerships.         Liability And Indemnification Of General Partner And Related       ------------------------------------------------------------       Parties       -------        Although the General Partner  generally will be liable for the obligations of the Partnerships, the Partnership Agreements provide that the claims of third parties will be initially  satisfied from  Partnership  assets.  The Partnership Agreements also provide,  subject to certain  conditions,  that the Partnerships will reimburse  (i.e.  "indemnify")  the General  Partner and its affiliates for certain costs, claims and expenses.
None.                                           -14-
Well Statistics        The  following  table  sets forth the  number of  productive  wells of the Partnerships as of December 31, 2005.                                Well Statistics(1)                             As of December 31, 2005                Number of Gross Wells(2)            Number of Net Wells(3)              --------------------------          ---------------------------  P/ship       Total       Oil       Gas           Total       Oil     Gas - --------      -----       ---       ---           ------     -----    -----  III-A         215         54       161            13.16      2.99    10.17  III-B         185         45       140             8.27      3.63     4.64  III-C         221         42       179            23.58      6.61    16.97  III-D         128         45        83            12.84      5.20     7.64  III-E         153         12       141            22.70      1.98    20.72  III-F         375        270       105            16.24      6.45     9.79 - ----------  (1)         The  designation of a well as an oil well or gas well is made by the             General Partner based on the relative amount of oil and gas reserves             for the well. Regardless of a well's oil or gas designation,  it may             produce oil, gas, or both oil and gas. (2)         As used in this  Annual  Report,  "gross  well"  refers to a well in             which a working interest is owned; accordingly,  the number of gross             wells is the total  number of wells in which a working  interest  is             owned. (3)         As used in this Annual  Report,  "net well" refers to the sum of the             fractional  working  interests owned in gross wells. For example,  a             15% working  interest in a well  represents one gross well, but 0.15             net well.         Drilling Activities        During the year ended  December 31,  2005,  the  Partnerships  directly or indirectly participated in the drilling activities described below.                                            -15-       III-A Partnership  -----------------                                                          Working     Revenue  Well Name                         County          St.   Interest    Interest    Type     Status  ---------                         -------         ---   --------    --------    ----     ------          Alamo #22-16                      San Juan        NM       -        0.0050      Gas      Producing  Alamo #22-8                       San Juan        NM       -        0.0050      N/A      In Progress  Cain Federal #3                   San Juan        NM       -        0.0014      Gas      Producing  Clark, N. H. #18                  Webb            TX       -        0.0075      Gas      Producing  Hoyt #1B - Dakota                 Rio Arriba      NM       -        0.0002      Gas      Producing  Hoyt #1B (Mesa Verde)             Rio Arriba      NM       -        0.0005      Gas      Producing  Hoyt #2B                          Rio Arriba      NM       -        0.0002      Gas      Producing  Tafoya #1C                        San Juan        NM       -        0.0030      Gas      Producing  Tafoya #1R                        San Juan        NM       -        0.0030      Gas      Producing  Tribal #5-1                       Rio Arriba      NM       -        0.0005      N/A      Shut-In  Tribal #5-7                       Rio Arriba      NM       -        0.0005      N/A      Shut-In  Tribal #5-9                       Rio Arriba      NM       -        0.0005      N/A      Shut-In       III-B Partnership  -----------------                                                          Working     Revenue  Well Name                         County          St.   Interest    Interest    Type     Status  ---------                         -------         ---   --------    --------    ----     ------          Alamo #22-16                      San Juan        NM       -        0.0021      Gas      Producing  Alamo #22-8                       San Juan        NM       -        0.0021      N/A      In Progress  Cain Federal #3                   San Juan        NM       -        0.0006      Gas      Producing  Clark, N. H. #18                  Webb            TX       -        0.0035      Gas      producing  Hoyt #1B - Dakota                 Rio Arriba      NM       -        0.0001      Gas      Producing  Hoyt #1B (Mesa Verde)             Rio Arriba      NM       -        0.0002      Gas      Producing  Hoyt #2B                          Rio Arriba      NM       -        0.0001      Gas      Producing  Tafoya #1C                        San Juan        NM       -        0.0013      Gas      Producing  Tafoya #1R                        San Juan        NM       -        0.0013      Gas      Producing  Tribal #5-1                       Rio Arriba      NM       -        0.0002      N/A      Shut-In  Tribal #5-7                       Rio Arriba      NM       -        0.0002      N/A      Shut-In  Tribal #5-9                       Rio Arriba      NM       -        0.0002      N/A      Shut-In                                            -16-        III-C Partnership  -----------------                                                          Working     Revenue  Well Name                         County          St.   Interest    Interest    Type     Status  ---------                         -------         ---   --------    --------    ----     ------          Alamo #22-16                      San Juan        NM       -        0.0009      Gas      Producing  Alamo #22-8                       San Juan        NM       -        0.0009      N/A      In Progress  Beaver Mountain #2                Haskell         OK    0.0048      0.0048      N/A      Dry Hole  Big Kick #1                       Lea             NM       -        0.0014      Oil      Producing  Cain Federal #3                   San Juan        NM       -        0.0004      Gas      Producing  Cason #1 Re-Entry                 Haskell         OK       -        0.0001      N/A      Shut-In  Cheyenne 29 #2                    Roger Mills     OK       -        0.0001      Gas      Producing  Cheyenne 29 #3                    Roger Mills     OK       -        0.0001      Gas      Producing  Cheyenne 29 #4                    Roger Mills     OK       -        0.0001      Gas      Producing  Clark, N. H. #18                  Webb            TX       -        0.0015      Gas      Producing  Davis Garry #24                   Kay             OK       -        0.0008      Gas      Producing  Davis Garry 19                    Kay             OK       -        0.0008      Oil      Producing  Davis, James #1                   Noble           OK       -        0.0001      Oil      Shut-In  Defender #3-24                    Stephens        OK       -        0.0007      Gas      Producing  Delaware 28 #2                    Roger Mills     OK       -        0.0001      Gas      Producing  Delaware 28 #3                    Roger Mills     OK       -        0.0001      Gas      Producing  Delaware 28 #4                    Roger Mills     OK       -        0.0001      Gas      Producing  Delaware 28 #5                    Roger Mills     OK       -        0.0001      Gas      Producing  Freeport #2-32                    Hughes          OK    0.0117      0.0117      N/A      Shut-In  Fresca #2-24                      Roger Mills     OK       -        0.0049      Gas      Producing  GBP #2-4H                         LeFlore         OK    0.0015      0.0015      Gas      Producing  George #6-20                      Washita         OK       -        0.0019      Gas      Producing  Guinn #2-5                        Coal            OK       -        0.0051      N/A      Dry Hole  Haggard #7-20                     Washita         OK       -        0.0019      Gas      Producing  Hefley #10-48                     Wheeler         TX       -        0.0193      Gas      Producing  Hefley #12-47                     Wheeler         TX       -        0.0160      Gas      Producing  Hefley #12-48                     Wheeler         TX       -        0.0193      Gas      Producing  Hefley #3-48                      Wheeler         TX       -        0.0193      Gas      Producing  Hefley #5-48                      Wheeler         TX       -        0.0193      Gas      Producing  Helton #2-60                      Wheeler         TX       -        0.0048      Gas      Producing  Helton #3-60                      Wheeler         TX       -        0.0048      Gas      Producing  Helton #4-60                      Wheeler         TX       -        0.0048      Gas      Producing  Higgins #2-10                     Roger Mills     OK       -        0.0008      Gas      Producing  Higgins #3-10                     Roger Mills     OK       -        0.0010      Gas      Producing                                          -17-      Hinkle #3-28                      Washita         OK       -        0.0042      Gas      Producing  Hinz L J #1-6                     Washita         OK       -        0.0013      Gas      Producing  Hix #1-1                          Custer          OK       -        0.0001      Gas      Producing  Hoyt #1B - Dakota                 Rio Arriba      NM       -        0.0000      Gas      Producing  Hoyt #1B (Mesa Verde)             Rio Arriba      NM       -        0.0001      Gas      Producing  Hoyt #2B                          Rio Arriba      NM       -        0.0000      Gas      Producing  McEntire #1-11                    Atoka           OK    0.0008      0.0008      N/A      In Progress  Millie #2-36                      Le Flore        OK       -        0.0014      Gas      Producing  Murphy A #1                       Harper          OK       -        0.0096      Gas      Producing  Poe #1-29                         Hughes          OK       -        0.0009      Gas      Producing  Prater #2                         Hemphill        TX    0.0115      0.0099      Gas      Producing  Prater #3-10                      Hemphill        TX       -        0.0027      Gas      Producing  Prater #4-10                      Hemphill        TX       -        0.0027      Gas      Producing  Sophia #18-50                     Wheeler         TX       -        0.0031      Gas      Producing  Tafoya #1C                        San Juan        NM       -        0.0005      Gas      Producing  Tafoya #1R                        San Juan        NM       -        0.0005      Gas      Producing  Tribal #5-1                       Rio Arriba      NM       -        0.0001      N/A      Shut-In  Tribal #5-7                       Rio Arriba      NM       -        0.0001      N/A      Shut-In  Tribal #5-9                       Rio Arriba      NM       -        0.0001      N/A      Shut-In  Verner W L #4-11                  Pittsburg       OK       -        0.0037      N/A      In Progress  Williams #1-18H                   Hughes          OK       -        0.0039      Gas      Producing       III-D Partnership  -----------------                                                          Working     Revenue  Well Name                         County          St.   Interest    Interest    Type     Status  ---------                         -------         ---   --------    --------    ----     ------          Beaver Mountain #2                Haskell         OK    0.0007      0.0007      N/A      Dry Hole  Big Kick #1                       Lea             NM       -        0.0002      Oil      Producing  Cason #1 Re-Entry                 Haskell         OK       -        0.0000      N/A      Shut-In  Cheyenne 29 #2                    Roger Mills     OK       -        0.0000      Gas      Producing  Cheyenne 29 #3                    Roger Mills     OK       -        0.0000      Gas      Producing  Cheyenne 29 #4                    Roger Mills     OK       -        0.0000      Gas      Producing  Davis Garry #24                   Kay             OK       -        0.0001      Gas      Producing  Davis Garry 19                    Kay             OK       -        0.0001      Oil      Producing  Davis, James #1                   Noble           OK       -        0.0000      Oil      Shut-In  Defender #3-24                    Stephens        OK       -        0.0001      Gas      Producing  Delaware 28 #2                    Roger Mills     OK       -        0.0000      Gas      Producing                                          -18-       Delaware 28 #3                    Roger Mills     OK       -        0.0000      Gas      Producing  Delaware 28 #4                    Roger Mills     OK       -        0.0000      Gas      Producing  Delaware 28 #5                    Roger Mills     OK       -        0.0000      Gas      Producing  Freeport #2-32                    Hughes          OK    0.0017      0.0017      N/A      Shut-In  Fresca #2-24                      Roger Mills     OK       -        0.0007      Gas      Producing  GBP #2-4H                         Le Flore        OK    0.0002      0.0002      Gas      Producing  George #6-20                      Washita         OK       -        0.0003      Gas      Producing  Guinn #2-5                        Coal            OK       -        0.0007      N/A      Dry Hole  Haggard #7-20                     Washita         OK       -        0.0003      Gas      Producing  Hefley #10-48                     Wheeler         TX       -        0.0161      Gas      Producing  Hefley #12-47                     Wheeler         TX       -        0.0134      Gas      Producing  Hefley #12-48                     Wheeler         TX       -        0.0161      Gas      Producing  Hefley #3-48                      Wheeler         TX       -        0.0161      Gas      Producing  Hefley #5-48                      Wheeler         TX       -        0.0161      Gas      Producing  Helton #2-60                      Wheeler         TX       -        0.0040      Gas      Producing  Helton #3-60                      Wheeler         TX       -        0.0040      Gas      Producing  Helton #4-60                      Wheeler         TX       -        0.0040      Gas      Producing  Higgins #2-10                     Roger Mills     OK       -        0.0001      Gas      Producing  Higgins #3-10                     Roger Mills     OK       -        0.0002      Gas      Producing  Hinkle #3-28                      Washita         OK       -        0.0006      Gas      Producing  Hinz L J #1-6                     Washita         OK       -        0.0002      Gas      Producing  Hix #1-1                          Custer          OK       -        0.0000      Gas      Producing  McEntire #1-11                    Atoka           OK    0.0001      0.0001      N/A      In Progress  Millie #2-36                      Le Flore        OK       -        0.0002      Gas      Producing  Murphy A #1                       Harper          OK       -        0.0014      Gas      Producing  Poe #1-29                         Hughes          OK       -        0.0001      Gas      Producing  Prater #2                         Hemphill        TX    0.0096      0.0083      Gas      Producing  Prater #3-10                      Hemphill        TX       -        0.0022      Gas      Producing  Prater #4-10                      Hemphill        TX       -        0.0022      Gas      Producing  Sophia #18-50                     Wheeler         TX       -        0.0026      Gas      Producing  Turner Land & Timber    CO #13-10                       Clarke          AL       -        0.0001      Oil      Producing  Verner W L #4-11                  Pittsburg       OK       -        0.0005      N/A      In Progress  Williams #1-18H                   Hughes          OK       -        0.0006      Gas      Producing                                           -19-       III-E Partnership  -----------------                                                          Working     Revenue  Well Name                         County          St.   Interest    Interest    Type     Status  ---------                         -------         ---   --------    --------    ----     ------          Bighorn #1                        Sweetwater      WY      (1)         (1)       N/A      Shut-In  Federal 5175-22-11WA              Campbell        WY       -        0.0124      N/A      Shut-In  Federal 5175-25-33WA              Campbell        WY       -        0.0086      N/A      Shut-In  Federal 5175-27-13CO              Campbell        WY       -        0.0086      N/A      Shut-In  Federal 5175-27-13WA              Campbell        WY       -        0.0086      N/A      Shut-In  Federal 5175-27-21WA              Campbell        WY       -        0.0086      N/A      Shut-In  Federal 5175-27-33WA              Campbell        WY       -        0.0086      N/A      Shut-In  Federal 5175-34-13WA              Campbell        WY       -        0.0086      N/A      Shut-In  Federal 5175-34-21WA              Campbell        WY       -        0.0086      N/A      In Progress  Federal 5175-34-31WA              Campbell        WY       -        0.0086      N/A      Shut-In  Federal 5175-34-43CO              Campbell        WY       -        0.0086      N/A      Shut-In  Federal 5175-34-43WA              Campbell        WY       -        0.0086      N/A      Shut-In  Federal 5175-35-21CO              Campbell        WY       -        0.0086      N/A      Shut-In  Federal 5175-35-21WA              Campbell        WY       -        0.0086      N/A      Shut-In  Federal 5175-35-41CO              Campbell        WY       -        0.0086      N/A      Shut-In  Federal 5175-35-41WA              Campbell        WY       -        0.0086      N/A      Shut-In  Floyd Fed 5175-22-31WA            Campbell        WY       -        0.0124      N/A      Shut-In  Floyd Fed 5175-23-21WA            Campbell        WY       -        0.0124      N/A      Shut-In  Floyd Fed 5175-23-23WA            Campbell        WY       -        0.0124      N/A      Shut-In  Floyd Fed 5175-23-31WA            Campbell        WY       -        0.0124      N/A      Shut-In  Floyd Fed 5175-23-41WA            Campbell        WY       -        0.0124      N/A      Shut-In  Floyd Fed 5175-23-43WA            Campbell        WY       -        0.0124      N/A      Shut-In  Floyd Fed 5175-24-13WA            Campbell        WY       -        0.0124      N/A      Shut-In  Floyd Fed 5175-24-31WA            Campbell        WY       -        0.0124      N/A      Shut-In  Hay Reservoir Unit #88            Sweetwater      WY       -        0.0026      Gas      Producing  Hayden 5175-26-23CA               Campbell        WY       -        0.0086      N/A      Shut-In  Hayden 5175-26-23CO               Campbell        WY       -        0.0086      N/A      Shut-In  Hayden 5175-26-23WA               Campbell        WY       -        0.0016      N/A      Shut-In  Hayden 5175-26-31CO               Campbell        WY       -        0.0087      N/A      Shut-In  Hayden 5175-26-31WA               Campbell        WY       -        0.0029      N/A      Shut-In  Hayden 5175-27-11CO               Campbell        WY       -        0.0086      N/A      Shut-In  Hayden 5175-27-41CO               Campbell        WY       -        0.0086      N/A      Shut-In                                          -20-      Hayden Fed 5175-26-33CO           Campbell        WY       -        0.0086      N/A      Shut-In  Hayden Fed 5175-34-23WA           Campbell        WY       -        0.0086      N/A      Shut-In  Hayden Fed 5175-34-33WA           Campbell        WY       -        0.0086      N/A      Shut-In  Hayden Federal 5175-26-13WA       Campbell        WY       -        0.0086      N/A      Shut-In  Hayden Federal 5175-26-33WA       Campbell        WY       -        0.0086      N/A      Shut-In  Hayden Federal 5175-26-43WA       Campbell        WY       -        0.0086      N/A      Shut-In  Hayden Federal 5175-27-23WA       Campbell        WY       -        0.0086      N/A      In Progress  Henry 26 #2                       Eddy            NM       -        0.0001      Gas      Producing  Mooney Fed 5175-24-23WA           Campbell        WY       -        0.0124      N/A      Dry Hole  Pronghorn #1                      Sweetwater      WY      (2)         (2)       N/A      Shut-In  Trail Unit #20                    Sweetwater      WY       -        0.0121      Gas      Producing  Trail Unit #21                    Sweetwater      WY       -        0.0121      Gas      Producing  Turner Land & Timber    Co #13-10                       Clarke          AL       -        0.0010      Oil      Producing  Yonkee 5175-25-13CO               Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee 5175-25-13WA               Campbell        WY       -        0.0058      N/A      Shut-In  Yonkee 5175-25-23CO               Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee 5175-25-31CO               Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee 5175-26-41CO               Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee 5175-26-41WA               Campbell        WY       -        0.0038      N/A      Shut-In  Yonkee 5175-35-13CO               Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee 5175-35-13WA               Campbell        WY       -        0.0038      N/A      Shut-In  Yonkee 5175-35-23CO               Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee 5175-35-23WA               Campbell        WY       -        0.0038      N/A      Shut-In  Yonkee 5175-35-31CO               Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee 5175-35-31WA               Campbell        WY       -        0.0025      N/A      Shut-In  Yonkee Fed 5175-26-11CO           Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee Fed 5175-26-11WA           Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee Fed 5175-26-21CO           Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee Fed 5175-26-21WA           Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee Fed 5175-34-11CO           Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee Fed 5175-34-11WA           Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee Fed 5175-34-41WA           Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee Fed 5175-35-33WA           Campbell        WY       -        0.0086      N/A      Shut-In  Yonkee Fed 5175-35-43CO           Campbell        WY       -        0.0086      N/A      In Progress  Yonkee Fed 5175-35-43WA           Campbell        WY       -        0.0086      N/A      Shut-In                                           -21-         III-F Partnership  -----------------                                                          Working     Revenues  Well Name                         County          St.   Interest    Interest    Type     Status  ---------                         -------         ---   --------    --------    ----     ------          Bighorn #1                        Sweetwater      WY      (1)         (1)       N/A      Shut-In  Hay Reservoir Unit #88            Sweetwater      WY       -        0.0022      Gas      Producing  Henry 26 #2                       Eddy            NM       -        0.0001      Gas      Producing  Pronghorn #1                      Sweetwater      WY      (2)         (2)       N/A      Shut-In  Trail Unit #20                    Sweetwater      WY       -        0.0101      Gas      Producing  Trail Unit #21                    Sweetwater      WY       -        0.0101      Gas      Producing   ---------------------   (1) The III-E and III-F Partnerships  elected to not participate in the drilling of the  Bighorn  #1 well  located in  Sweetwater  County,  Wyoming.  If the well reaches payout under the terms of its operating  agreement,  the III-E and III-F Partnerships will have the following interests in the well:                                            Working     Revenue                           Partnership     Interest    Interest                           -----------     --------    --------                            III-E              -        0.0266                           III-F              -        0.0223  (2) The III-E and III-F Partnerships  elected to not participate in the drilling of the  Pronghorn #1 well located in  Sweetwater  County,  Wyoming.  If the well reaches payout under the terms of its operating  agreement,  the III-E and III-F Partnerships will have the following interests in the well:                                            Working     Revenue                           Partnership     Interest    Interest                           -----------     --------    --------                            III-E              -        0.0266                           III-F              -        0.0223                                           -22-             Oil and Gas Production, Revenue, and Price History        The following tables set forth certain historical  information  concerning the oil  (including  condensates)  and  gas  production,  net of all  royalties, overriding  royalties,  and other third party  interests,  of the  Partnerships, revenues   attributable  to  such   production,   and  certain  price  and  cost information.  As used in the following tables, direct operating expenses include lease operating  expenses and production  taxes. In addition,  gas production is converted to oil equivalents at the rate of six Mcf per barrel, representing the estimated  relative energy content of gas and oil, which rate is not necessarily indicative of the relationship of oil and gas prices.  The respective  prices of oil and gas are  affected  by market and other  factors in  addition to relative energy content.                                [Remainder of Page Intentionally Left Blank]                                         -23-                                    Net Production Data                                 III-A Partnership                                -----------------                                             Year Ended December 31,                                     -------------------------------------                                        2005          2004        2003                                     ----------    ----------  ---------- Production:    Oil (Bbls)                           33,008        37,123      45,080    Gas (Mcf)                           388,410       460,303     516,905  Oil and gas sales:    Oil                              $1,790,871    $1,481,826  $1,336,984    Gas                               2,955,097     2,656,074   2,702,323                                      ---------     ---------   ---------       Total                         $4,745,968    $4,137,900  $4,039,307                                      =========     =========   ========= Total direct operating   expenses                          $1,116,240    $  834,758  $  836,517                                      =========     =========   ========= Direct operating expenses    as a percentage of oil    and gas sales                         23.5%         20.2%       20.7%  Average sales price:    Per barrel of oil                    $54.26        $39.92      $29.66    Per Mcf of gas                         7.61          5.77        5.23  Direct operating expenses    per equivalent Bbl of    oil                                  $11.42        $ 7.33      $ 6.37                                           -24-                                    Net Production Data                                 III-B Partnership                                -----------------                                          Year Ended December 31,                                     -----------------------------------                                        2005          2004        2003                                     ----------    ----------  ---------- Production:    Oil (Bbls)                           22,648        25,395      31,275    Gas (Mcf)                           165,378       190,781     243,753  Oil and gas sales:    Oil                              $1,232,871    $1,013,900  $  931,510    Gas                               1,255,326     1,116,553   1,276,052                                      ---------     ---------   ---------       Total                         $2,488,197    $2,130,453  $2,207,562                                      =========     =========   ========= Total direct operating    expenses                         $  654,278    $  486,490  $  509,231                                      =========     =========   ========= Direct operating expenses    as a percentage of oil    and gas sales                         26.3%         22.8%       23.1%  Average sales price:    Per barrel of oil                    $54.44        $39.93      $29.78    Per Mcf of gas                         7.59          5.85        5.24  Direct operating expenses    per equivalent Bbl of    oil                                  $13.03        $ 8.51      $ 7.08                                           -25-                                    Net Production Data                                 III-C Partnership                                -----------------                                          Year Ended December 31,                                     ------------------------------------                                        2005          2004        2003                                     ----------    ----------  ---------- Production:    Oil (Bbls)                            9,614         9,551      13,872    Gas (Mcf)                           514,302       548,555     668,059  Oil and gas sales:    Oil                              $  517,387    $  371,357  $  416,104    Gas                               3,717,422     2,963,161   3,185,294                                      ---------     ---------   ---------       Total                         $4,234,809    $3,334,518  $3,601,398                                      =========     =========   ========= Total direct operating    expenses                         $  964,443    $  859,862  $  868,275                                      =========     =========   ========= Direct operating expenses    as a percentage of oil    and gas sales                         22.8%         25.8%       24.1%  Average sales price:    Per barrel of oil                    $53.82        $38.88      $30.00    Per Mcf of gas                         7.23          5.40        4.77  Direct operating expenses    per equivalent Bbl of    oil                                  $10.12        $ 8.52      $ 6.93                                           -26-                                    Net Production Data                                 III-D Partnership                                -----------------                                            Year Ended December 31,                                     ------------------------------------                                        2005          2004       2003(1)                                     ----------    ----------  ---------- Production:    Oil (Bbls)                            8,611         8,411      12,909    Gas (Mcf)                           288,655       293,250     376,825  Oil and gas sales:    Oil                              $  455,313    $  318,494  $  365,101    Gas                               2,013,465     1,576,403   1,749,495                                      ---------     ---------   ---------       Total                         $2,468,778    $1,894,897  $2,114,596                                      =========     =========   ========= Total direct operating    expenses                         $  596,204    $  494,353  $  528,430                                      =========     =========   ========= Direct operating expenses    as a percentage of oil    and gas sales                         24.1%         26.1%       25.0%  Average sales price:    Per barrel of oil                    $52.88        $37.87      $28.28    Per Mcf of gas                         6.98          5.38        4.64  Direct operating expenses    per equivalent Bbl of    oil                                  $10.51        $ 8.63      $ 6.98  - ---------- (1)   These  amounts  have been  restated  to reflect  the sale of the Jay Field       during  2004 as a  discontinued  operation.  See Part II,  Item 7 for more       information about this discontinued operation.                                          -27-                                    Net Production Data                                 III-E Partnership                                -----------------                                             Year Ended December 31,                                    --------------------------------------                                       2005           2004        2003(1)                                    ----------     ----------   ---------- Production:    Oil (Bbls)                          23,561         22,653       32,768    Gas (Mcf)                          678,857        720,487      779,623  Oil and gas sales:    Oil                             $1,189,780     $  834,883   $  882,702    Gas                              4,837,523      3,798,830    3,589,841                                     ---------      ---------    ---------       Total                        $6,027,303     $4,633,713   $4,472,543                                     =========      =========    ========= Total direct operating    expenses                        $1,518,796     $1,359,631   $1,325,795                                     =========      =========    ========= Direct operating expenses    as a percentage of oil    and gas sales                        25.2%          29.3%        29.6%  Average sales price:    Per barrel of oil                   $50.50         $36.86       $26.94    Per Mcf of gas                        7.13           5.27         4.60  Direct operating expenses    per equivalent Bbl of    oil                                 $11.11         $ 9.53       $ 8.15  - ---------- (1)   These  amounts  have been  restated  to reflect  the sale of the Jay Field       during  2004 as a  discontinued  operation.  See Part II,  Item 7 for more       information about this discontinued operation.                                          -28-                                    Net Production Data                                 III-F Partnership                                -----------------                                          Year Ended December 31,                                     -----------------------------------                                        2005         2004        2003                                     ----------   ----------  ---------- Production:    Oil (Bbls)                           18,967       20,252      20,685    Gas (Mcf)                           382,034      408,746     412,842  Oil and gas sales:    Oil                              $1,077,763   $  794,329  $  598,509    Gas                               2,790,192    2,147,403   1,881,269                                      ---------    ---------   ---------       Total                         $3,867,955   $2,941,732  $2,479,778                                      =========    =========   ========= Total direct operating    expenses                         $  837,697   $  726,687  $  754,502                                      =========    =========   ========= Direct operating expenses    as a percentage of oil    and gas sales                         21.7%        24.7%       30.4%  Average sales price:    Per barrel of oil                    $56.82       $39.22      $28.93    Per Mcf of gas                         7.30         5.25        4.56  Direct operating expenses    per equivalent Bbl of    oil                                  $10.14       $ 8.22      $ 8.43         Proved Reserves and Net Present Value        The following table sets forth each Partnership's estimated proved oil and gas reserves  and net present  value  therefrom  as of December  31,  2005.  The schedule  of  quantities  of proved oil and gas  reserves  was  prepared  by the General  Partner in accordance  with the rules  prescribed by the Securities and Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by Ryder Scott Company,  L.P. ("Ryder Scott"), an independent petroleum engineering firm. As used throughout this Annual Report,  "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.        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                                          -29-     valorem taxes, and operating  expenses) and estimated future  development costs, discounted at 10% per annum. Net present value attributable to the Partnerships' proved  reserves  was  calculated  on the basis of  current  costs and prices at December  31,  2005.   Such  prices  were  not   escalated   except  in  certain circumstances   where  escalations  were  fixed  and  readily   determinable  in accordance with applicable contract  provisions.  Oil and gas prices at December 31, 2005 ($61.06 per barrel and $10.08 per Mcf, respectively) were substantially higher  than the prices in effect on December  31,  2004  ($43.36 per barrel and $6.02 per Mcf, respectively). This increase in oil and gas prices has caused the estimates of remaining economically  recoverable reserves, as well as the values placed on said  reserves,  at December 31, 2005 to be higher than such estimates and values at December 31, 2004. 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 December 31, 2005.  In fact,  as of the date of this Annual  Report,  natural gas prices have declined  significantly  from the  December  31,  2005  price.  There  can be no assurance  that the prices  used in  calculating  the net  present  value of the Partnerships' proved reserves at December 31, 2005 will actually be realized for such production.        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 near 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.                                Proved Reserves and                                Net Present Values                              From Proved Reserves                            As of December 31, 2005(1)     III-A Partnership:    -----------------       Estimated proved reserves:          Gas (Mcf)                                            3,483,848          Oil and liquids (Bbls)                                  96,735        Net present value (discounted at          10% per annum)                                     $18,172,686                                          -30-        III-B Partnership:    -----------------       Estimated proved reserves:          Gas (Mcf)                                            1,408,960          Oil and liquids (Bbls)                                  60,591        Net present value (discounted at          10% per annum)                                     $ 8,094,147      III-C Partnership:    -----------------       Estimated proved reserves:          Gas (Mcf)                                            4,704,441          Oil and liquids (Bbls)                                  89,290        Net present value (discounted at          10% per annum)                                     $19,743,674      III-D Partnership:    -----------------       Estimated proved reserves:          Gas (Mcf)                                            2,407,268          Oil and liquids (Bbls)                                  83,877        Net present value (discounted at          10% per annum)                                     $10,571,683      III-E Partnership:    -----------------       Estimated proved reserves:          Gas (Mcf)                                            5,309,709          Oil and liquids (Bbls)                                 150,195        Net present value (discounted at          10% per annum)                                     $25,351,236      III-F Partnership:    -----------------       Estimated proved reserves:          Gas (Mcf)                                            3,504,393          Oil and liquids (Bbls)                                 337,230        Net present value (discounted at          10% per annum)                                     $20,515,797  - ---------- (1)   Includes certain gas balancing adjustments which cause the gas volumes and       net present values to differ from the reserve                                          -31-           reports  which  were prepared by the General Partner and reviewed by Ryder       Scott.        No  estimates of the proved  reserves of the  Partnerships  comparable  to those included  herein have been included in reports to any federal agency other than  the SEC.  Additional  information  relating  to the  Partnerships'  proved reserves  is  contained  in Note 4 to the  Partnerships'  financial  statements, included in Item 8 of this Annual Report.         Significant Properties        The   following   table  sets  forth  the  number  and   percent  of  each Partnership's  total wells which are operated by affiliates of the  Partnerships as of December 31, 2005:                                      Operated Wells                   ------------------------------------------                   Partnership       Number           Percent                   -----------       ------           -------                        III-A           21                7%                       III-B            3                1%                       III-C          131               23%                       III-D          127               31%                       III-E           44               15%                       III-F           26                6%         The following tables set forth certain well and reserve  information as of December 31, 2005 for each oil and gas basin which holds a  significant  portion of the value of the Partnerships'  properties.  The tables contain the following information  for each such  basin:  (i) the number of gross wells and net wells, (ii) the number of wells in which only a  non-working  interest is owned,  (iii) the  Partnership's  total number of wells,  (iv) the number of wells operated by the Partnership's affiliates,  (v) estimated proved oil reserves, (vi) estimated proved gas reserves,  and (vii) the present value  (discounted at 10% per annum) of estimated future net cash flow.        The Anadarko Basin is located in western Oklahoma and the Texas panhandle. The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while the Mid-Gulf Coast Basin covers Mississippi and southern Alabama. The Las Animas Arch Basin straddles east Colorado and northwest  Kansas.  The Southern Oklahoma Folded Belt Basin is located in southern  Oklahoma,  while the Green River Basin is located in  southern  Wyoming  and  northwest  Colorado.  The  Permian  Basin straddles west Texas and southeast New Mexico.                                          -32-                                            Significant Properties as of December 31, 2005                                      ----------------------------------------------                                                                     Wells                                                                  Operated by                                                                  Affiliates        Oil          Gas                         Gross     Net       Other       Total    ------------    Reserves     Reserves      Present      Basin              Wells     Wells     Wells(1)    Wells    Number   %(2)    (Bbl)        (Mcf)         Value - ------------------      ------   -------    --------    ------   ------   ----   --------    ---------     ----------           III-A Partnership:      Gulf Coast            82      6.43         52       134        4      3%     75,472     1,276,196     $8,471,903      Anadarko              38      2.30         22        60       17     28%      5,190     1,548,706      6,803,700  III-B Partnership:      Gulf Coast            78      3.53         52       130        -      -      49,137       616,571     $4,609,968      Anadarko              43      2.58         13        56        3      5%      5,779       470,802      2,086,503  III-C Partnership:      Anadarko              59      6.42        100       159       35     22%     11,762     2,370,054     $9,632,114      Southern Okla.        Folded Belt         45      8.58         17        62       24     39%     51,977     1,403,509      6,604,595      Permian               28      7.41         22        50       42     84%     24,290       605,304      1,930,740  III-D Partnership:      Anadarko              37      3.58        100       137       35     26%      3,166     1,774,265     $7,128,097      Permian               28      6.20         22        50       42     84%     20,185       490,068      1,530,302      Southern Okla.        Folded Belt         38      2.83         15        53       20     38%     46,768       155,223      1,486,217  - --------------------- (1) Wells in which only a non-working (e.g. royalty) interest is owned. (2) Percentage of wells in the applicable basin which are operated by affiliates of the Partnerships.                                           -33-                                            Significant Properties as of December 31, 2005                                      ----------------------------------------------                                                                     Wells                                                                  Operated by                                                                  Affiliates        Oil          Gas                         Gross     Net       Other       Total    ------------    Reserves     Reserves       Present      Basin              Wells     Wells     Wells(1)    Wells    Number   %(2)    (Bbl)        (Mcf)          Value - ------------------      ------   -------    --------    ------   ------   ----   ---------    ---------    -----------           III-E Partnership:      Green River           56      4.29         28        84         -      -       18,793    2,396,374    $10,604,510      Anadarko              21      5.05          4        25        18     72%      12,315    1,010,774      3,906,790      Gulf Coast            34      3.59          7        41         3      7%       8,768      682,582      3,750,090      Mid-Gulf Coast        11      1.52          2        13         -      -       97,864          420      2,468,330  III-F Partnership:      Green River           56      3.60         28        84         -      -       15,781    2,018,339    $ 8,928,339      Anadarko              26      5.65          4        30        23     77%      30,450      973,201      4,201,254      Las Animas Arch       66      1.73          -        66         -      -      162,432         -         3,059,408  - -------------------- (1) Wells in which only a non-working (e.g. royalty) interest is owned. (2) Percentage of wells in the applicable basin which are operated by affiliates of the Partnerships.                                            -34-           Following is a description of those oil and gas properties whose revisions in the estimated  proved  reserves  (based on  equivalent  barrels of oil) as of December 31, 2005,  as compared to December 31, 2004,  were  significant  to the Partnerships.                       The  III-E  and  III-F  Partnerships'   estimated               proved  reserves  decreased   approximately  96,000  and               80,000 barrels of oil equivalent,  respectively,  in the               Trail  Unit,  which  is a  large  unitized  property  in               Sweetwater  County,  Wyoming  from  December 31, 2004 to               December 31, 2005.  This decrease was primarily due to a               revised forecast in reserves based on actual  production               experience.        Title to Oil and Gas Properties        Management believes that the Partnerships have satisfactory title to their oil and gas properties.  Record title to all of the Partnerships'  properties is held by either the Partnerships or Geodyne Nominee Corporation,  an affiliate of the General Partner.        Title to the  Partnerships'  properties  is subject to customary  royalty, overriding  royalty,   carried,   working,   and  other  similar  interests  and contractual  arrangements  customary in the oil and gas  industry,  to liens for current taxes not yet due, and to other  encumbrances.  Management believes that such burdens do not materially detract from the value of such properties or from the Partnerships' interest therein or materially interfere with their use in the operation of the Partnerships' business.
A lawsuit styled Robert W. Scott,  Individually  and as Managing Member of R.W. Scott Investments,  LLC v. Samson Resources Company, Case No. C-01-385, was filed in the District Court of Sweetwater County,  Wyoming on June 29, 2001. The lawsuit seeks class action  certification  and alleges that Samson deducted from its payments to royalty and overriding royalty owners certain charges which were improper under the Wyoming royalty payment  statutes.  A number of these royalty and overriding  royalty payments burdened the interests of the Partnerships.  In February 2003, Samson made a supplemental  payment to the royalty and overriding royalty  interest  owners who were potential class members of amounts which were then thought                                          -35-     to have been improperly deducted plus statutory interest thereon. The applicable portions of these  refunds  were  recouped  from the  Partnerships  in the first quarter of 2003 as follows:                     Partnership          Amount                   -----------       ------------                        III-A          $   5,380                       III-B              3,548                       III-C                -                       III-D                -                       III-E            122,289                       III-F            102,690  The lawsuit also alleges that Samson's check stubs did not fully comply with the Wyoming Royalty Payment Act. Samson intends to vigorously defend this claim.        Except  as set forth  above,  to the  knowledge  of the  General  Partner, neither the General Partner nor the Partnerships or their properties are subject to any  litigation,  the  results of which  would have a material  effect on the Partnerships' or the General Partner's financial condition or operations.
There were no matters  submitted to a vote of the Limited  Partners of any Partnership during 2005.                                        PART II
As of March 1, 2006, the number of Units  outstanding  and the approximate number of Limited Partners of record in the Partnerships were as follows:                                 Number of            Number of             Partnership         Units           Limited Partners             -----------       ---------         ----------------                 III-A           263,976                1,105                III-B           138,336                  661                III-C           244,536                1,033                III-D           131,008                  563                III-E           418,266                1,702                III-F           221,484                  868                                          -36-           Units were initially sold for a price of $100. Units are not traded on any exchange and there is no public trading market for them. The General  Partner is aware of certain transfers of Units between unrelated parties, some of which are facilitated by secondary trading firms and matching  services.  In addition,  as further  described  below,  the General Partner is aware of certain "4.9% Tender Offers" which have been made for the Units.  The General  Partner  believes that the transfers between unrelated parties have been limited and sporadic in number and volume. Other than trades facilitated by certain secondary trading firms and matching  services,  no  organized  trading  market for Units exists and none is expected  to  develop.  Due to the  nature of these  transactions,  the  General Partner has no verifiable  information regarding prices at which Units have been transferred.  Further,  a transferee may not become a substitute Limited Partner without the consent of the General Partner.        Pursuant to the terms of the Partnership  Agreements,  the General Partner is  obligated  to  annually  issue a  repurchase  offer  which  is  based on the estimated future net revenues from the Partnerships'  reserves and is calculated pursuant to the terms of the Partnership  Agreements.  Such repurchase  offer is recalculated  monthly  in order to reflect  cash  distributions  to the  Limited Partners and  extraordinary  events.  The following table sets forth the General Partner's repurchase offer per Unit as of the periods indicated.  For purpose of this Annual  Report,  a Unit  represents  an initial  subscription  of $100 to a Partnership.                              Repurchase Offer Prices                             -----------------------                        2004                         2005                2006             -------------------------     -------------------------    ----             1st    2nd     3rd   4th      1st   2nd     3rd    4th      1st P/ship      Qtr.   Qtr.    Qtr.  Qtr.     Qtr.  Qtr.    Qtr.   Qtr.     Qtr. - ------      ----   ----    ----  ----     ----  ----    ----   ----     ---- III-A       $16    $14     $23   $20      $18   $15     $25    $23      $19 III-B        13     11      20    17       15    13      21     19       16 III-C        22     20      24    22       20    18      25     22       19 III-D        23     22      23    21       20    17      25     23       20 III-E        19     18      18    17       16    14      23     21       19 III-F        23     21      25    24       22    19      33     31       27        In addition to this repurchase  offer,  some of the Partnerships have been subject to "4.9% tender offers" from several third parties.  The General Partner does not know the terms of these  offers or the prices  received  by the Limited Partners who accepted these offers.                                          -37-           Cash Distributions        Cash  distributions  are primarily  dependent  upon a  Partnership's  cash receipts from the sale of oil and gas  production and cash  requirements  of the Partnership.  Distributable cash is determined by the General Partner at the end of each calendar  quarter and distributed to the Limited Partners within 45 days after the end of the quarter.  Distributions are restricted to cash on hand less amounts  required  to be  retained  out of such cash as  determined  in the sole judgment of the General  Partner to pay costs,  expenses,  or other  Partnership obligations whether accrued or anticipated to accrue. In certain instances,  the General  Partner may not distribute the full amount of cash receipts which might otherwise be available  for  distribution  in an effort to equalize or stabilize the amounts of quarterly  distributions.  Any available  amounts not distributed are  invested  and the  interest  or income  thereon is for the  accounts of the Limited Partners.        The  following  is a summary  of cash  distributions  paid to the  Limited Partners during 2004, 2005, and the first quarter of 2006:                                 Cash Distributions                                -----------------                                       2004                  -----------------------------------------                   1st         2nd          3rd       4th       P/ship      Qtr.        Qtr.         Qtr.      Qtr.       ------     -----       -----        -----      -----        III-A      $1.81        $2.13       $2.20      $2.72       III-B       1.64         1.67        1.89       2.43       III-C       1.79         1.74        1.65       1.89       III-D       2.15         1.68        2.90(1)    1.77       III-E       2.06          .44        3.60(1)     .62       III-F       1.35         1.55        1.50       1.40                                            -38-                                       2005                             2006                  ----------------------------------------         -----                   1st         2nd          3rd       4th           1st       P/ship      Qtr.        Qtr.         Qtr.      Qtr.          Qtr.       ------     -----       -----        -----      -----        -----        III-A      $2.58        $2.20       $2.58      $2.59        $3.49       III-B       2.49         1.83        2.47       2.36         3.17       III-C       1.36         2.03        2.47       2.50         2.65       III-D       1.39         2.27        2.51       2.67         2.60       III-E        .82         2.06        1.78       1.71         2.19       III-F       1.91         2.55        2.37       2.56         3.65 - ------------------- (1)   Includes   proceeds   from  the  sale  of  all  of  the  III-D  and  III-E       Partnerships'  interests in the Jay-Little  Escambia Creek Field. See Part       II, Item 7 for more information about this discontinued operation.
The following tables present selected financial data for the Partnerships. This data should be read in  conjunction  with the  financial  statements of the Partnerships and the respective notes thereto, included elsewhere in this Annual Report. See "Item 8. Financial Statements and Supplementary Data."                             [Remainder of Page Intentionally Left Blank]                                           -39-                                                        Selected Financial Data                                                      III-A Partnership                                                     -----------------                                    2005                2004              2003              2002              2001                               ------------        ------------      ------------      ------------      ------------        Oil and Gas Sales              $4,745,968          $4,137,900        $4,039,307        $3,875,098        $5,425,163 Net Income:    Limited Partners             2,826,610           2,534,550         2,419,111         1,822,932         3,211,072    General Partner                329,261             297,437           286,852           256,987           405,019    Total                        3,155,871           2,831,987         2,705,963         2,079,919         3,616,091 Limited Partners' Net    Income per Unit                  10.71                9.60              9.16              6.91             12.16 Limited Partners' Cash    Distributions per    Unit                              9.95                8.86              9.89              8.88             14.66 Total Assets                    3,006,720           2,577,310         2,357,510         2,465,350         3,086,819 Partners' Capital    (Deficit):    Limited Partners             2,609,490           2,410,880         2,213,330         2,405,219         2,927,287    General Partner            (    59,217)        (    88,506)      (   104,097)      (    87,091)      (   114,834) Number of Units    Outstanding                    263,976             263,976           263,976           263,976           263,976                                           -40-                                                       Selected Financial Data                                                      III-B Partnership                                                     -----------------                                    2005                2004              2003              2002              2001                               ------------        ------------      ------------      ------------      ------------        Oil and Gas Sales              $2,488,197          $2,130,453        $2,207,562        $2,276,161        $3,146,463 Net Income:    Limited Partners             1,318,911           1,154,435         1,171,730           916,420         1,701,127    General Partner                246,787             219,288           227,153           216,453           348,971    Total                        1,565,698           1,373,723         1,398,883         1,132,873         2,050,098 Limited Partners' Net    Income per Unit                   9.53                8.35              8.47              6.62             12.30 Limited Partners' Cash    Distributions per    Unit                              9.15                7.63              9.76              9.39             14.44 Total Assets                    1,577,808           1,379,422         1,270,257         1,390,931         1,830,746 Partners' Capital    (Deficit):    Limited Partners             1,332,570           1,277,659         1,178,224         1,357,494         1,741,074    General Partner            (    35,041)        (    58,429)      (    68,928)      (    48,554)      (    67,276) Number of Units    Outstanding                    138,336             138,336           138,336           138,336           138,336                                           -41-                                                       Selected Financial Data                                                      III-C Partnership                                                     -----------------                                    2005                2004              2003              2002              2001                               ------------        ------------      ------------      ------------      ------------        Oil and Gas Sales              $4,234,809          $3,334,518        $3,601,398        $2,740,888        $4,371,115 Net Income:    Limited Partners             2,468,202           1,531,505         2,016,059         1,178,582         2,653,485    General Partner                295,223             213,797           243,670           158,236           163,926    Total                        2,763,425           1,745,302         2,259,729         1,336,818         2,817,411 Limited Partners' Net    Income per Unit                  10.09                6.26              8.24              4.82             10.85 Limited Partners' Cash    Distributions per    Unit                              8.36                7.07              8.14              4.77             16.36 Total Assets                    3,504,783           2,790,409         2,902,685         2,751,198         2,627,295 Partners' Capital    (Deficit):    Limited Partners             2,769,567           2,345,365         2,542,860         2,517,801         2,507,219    General Partner            (   105,515)        (   136,932)      (   153,480)      (   150,636)      (   175,495) Number of Units    Outstanding                    244,536             244,536           244,536           244,536           244,536                                           -42-                                                       Selected Financial Data                                                      III-D Partnership                                                     -----------------                                    2005                2004             2003(1)           2002(1)           2001(1)                               ------------        ------------      ------------      ------------      ------------        Oil and Gas Sales              $2,468,778          $1,894,897        $2,114,596        $1,623,494        $2,424,490 Income (Loss) from:    Continuing Operations        1,590,307           1,136,358         1,335,178           776,273         1,541,967    Discontinued      Operations                      -            (    86,127)          111,356            22,377           195,103 Net Income:    Limited Partners             1,421,578             936,644         1,293,974           705,530         1,630,013    General Partner                168,729             113,587           155,435            93,120           107,057    Total                        1,590,307           1,050,231         1,449,409           798,650         1,737,070 Limited Partners' Net    Income per Unit                  10.85                7.15              9.88              5.39             12.44 Limited Partners' Cash    Distributions per    Unit                              8.84                8.50              9.55              3.75             19.36 Total Assets                    1,741,237           1,370,609         1,731,542         1,458,550         1,157,930 Partners' Capital    (Deficit):    Limited Partners             1,214,550             951,972         1,129,328         1,086,354           872,824    General Partner            (    29,279)        (    55,158)      (    47,561)      (    50,949)      (    72,956) Number of Units    Outstanding                    131,008             131,008           131,008           131,008           131,008  - ------------- (1)   These amounts have been restated to reflect the sale of the Jay Field during 2004 as a discontinued operation.       See Part II, Item 7 for more information about this discontinued operation.                                            -43-                                                        Selected Financial Data                                                      III-E Partnership                                                     -----------------                                    2005                2004             2003(1)           2002(1)           2001(1)                               ------------        ------------      ------------      ------------      ------------        Oil and Gas Sales              $6,027,303          $4,633,713        $4,472,543        $2,859,082        $4,752,859 Income (Loss) from:    Continuing Operations        3,703,346           2,599,547         2,519,727           777,174         2,722,457    Discontinued      Operations                      -            (   598,888)          785,456           149,044         1,283,442 Net Income:    Limited Partners             3,304,874           1,782,244         2,940,848           798,510         3,744,610    General Partner                398,472             218,415           367,060           127,708           261,289    Total                        3,703,346           2,000,659         3,307,908           926,218         4,005,899 Limited Partners' Net    Income per Unit                   7.90                4.26              7.03              1.91              8.95 Limited Partners' Cash    Distributions per    Unit                              6.37                6.72              5.10               .63             14.81 Total Assets                    4,755,246           4,254,283         6,654,923         4,442,417         3,768,636 Partners' Capital    (Deficit):    Limited Partners             3,918,651           3,277,777         4,302,533         3,492,685         2,960,175    General Partner            (   197,010)        (   316,058)      (   177,234)      (   250,684)      (   286,758) Number of Units    Outstanding                    418,266             418,266           418,266           418,266           418,266 - ---------- (1)   These amounts have been  restated to reflect the sale of the Jay Field during 2004 as a  discontinued  operation.       See Part II, Item 7 for more information about this discontinued operation.                                           -44-                                                        Selected Financial Data                                                      III-F Partnership                                                     -----------------                                    2005                2004              2003              2002              2001                               ------------        ------------      ------------      ------------      ------------        Oil and Gas Sales              $3,867,955          $2,941,732        $2,479,778        $1,636,758        $2,934,300 Net Income:    Limited Partners             2,428,636           1,694,433         1,176,685           460,816         1,782,241    General Partner                135,780              95,789            70,747            35,680           103,349    Total                        2,564,416           1,790,222         1,247,432           496,496         1,885,590 Limited Partners' Net    Income per Unit                  10.97                7.65              5.31              2.08              8.05 Limited Partners' Cash    Distributions per    Unit                              9.39                5.80              4.72              2.60             13.62 Total Assets                    3,557,937           2,994,343         2,592,302         2,427,147         2,369,806 Partners' Capital    (Deficit):    Limited Partners             3,131,791           2,783,155         2,374,722         2,245,037         2,359,221    General Partner            (   126,897)        (   142,055)      (   156,356)      (   159,621)      (   161,655) Number of Units    Outstanding                    221,484             221,484           221,484           221,484           221,484                                             -45-
Use of Forward-Looking Statements and Estimates        This Annual 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 Annual  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  accuracy of third party  payments  and  billings,  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, or otherwise indicated.         Discontinued Operations        The III-D and III-E Partnerships owned working interests in the Jay-Little Escambia  Creek Field in Santa Rosa County,  Florida (the "Jay  Field").  In May 2004, the III-D and III-E  Partnerships  sold all of their  interests in the Jay Field.  For  accounting  purposes,  the  sale  was  treated  as  a  discontinued operation. The sales proceeds, consisting of approximately $89,000 and $632,000, respectively, were included in the III-D and III-E Partnerships' August 15, 2004 cash distributions.        The sale of the Jay Field  interests  impacted the operations of the III-D and  III-E  Partnerships.  Routine  audits  of  joint  interest  billings  by an unaffiliated  non-operator  after  the  close  date  of  the  sale  resulted  in additional expenses of approximately $76,000 and $544,000, respectively,  billed to the III-D and III-E  Partnerships.  The  expenses  represent  costs  incurred before  the  effective  date of the sale.  The reader  should  refer to Note 6 - Discontinued Operations to the financial statements included in                                          -46-     Part II, Item 8 of this Annual  Report on Form 10-K for  additional  information regarding this matter.         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 prices received  for oil and gas  sales,  which  prices  have  historically  been  very volatile  and may  continue  to be so.  Additionally,  lower oil and natural gas prices  may reduce the  amount of oil and gas that is  economic  to produce  and reduce the  Partnerships'  revenues and cash flow.  Various  factors  beyond the Partnerships' control will affect prices for oil and natural gas, such as:        *     Worldwide and domestic supplies of oil and natural gas;       *     The  ability of the  members of the OPEC to agree upon and  maintain             oil prices and production quotas;       *     Political  instability or armed conflict in oil-producing regions or             around major shipping areas;       *     The level of consumer demand and overall economic activity;       *     The competitiveness of alternative fuels;       *     Weather conditions and the impact of weather-related events;       *     The availability of pipelines for transportation;       *     Domestic and foreign government regulations and taxes; and       *     Market expectations.        It is not  possible to predict the future  direction of oil or natural gas prices or whether the above  discussed  trends  will  remain.  Operating  costs, including General and  Administrative  Expenses,  may not decline over time, may increase, or may experience only a gradual decline, thus adversely affecting net revenues as either  production  or oil and natural  gas prices  decline.  In any particular  period,  net  revenues may also be affected by either the receipt of proceeds from property sales or the incursion of additional costs as a result of well workovers, recompletions, new well drilling, and other events.        In addition to pricing, the level of net revenues is also highly dependent upon the total  volumes of oil and natural gas sold.  Oil and gas  reserves  are depleting  assets and will  experience  production  declines over time,  thereby likely  resulting  in  reduced  net  revenues.  Despite  this  general  trend of declining production,  several factors can cause the volumes of oil and gas sold to increase, remain relatively constant, or                                          -47-     decrease at an even greater rate over a given period. These factors include, but are not limited to:        *     Geophysical conditions which cause an acceleration of the decline in             production;       *     The  shutting  in of wells (or the  opening  of  previously  shut-in             wells) due to low oil and gas  prices (or high oil and gas  prices),             mechanical  difficulties,  loss of a market  or  transportation,  or             performance of workovers,  recompletions, or other operations in the             well;       *     Prior period volume  adjustments  (either positive or negative) made             by operators of the properties;       *     Adjustments in ownership or rights to production in accordance  with             agreements governing the operation or ownership of the well (such as             adjustments that occur at payout or due to gas balancing); and       *     Completion of enhanced recovery  projects which increase  production             for the well.  Many of these  factors  are very  significant  as related to a single well or as related  to many wells over a short  period of time.  However,  due to the large number of wells  owned by the  Partnerships,  these  factors are  generally  not material as  compared to the normal  decline in  production  experienced  on all remaining wells.         Results of Operations        An  analysis  of the  change  in net oil and gas  operations  (oil and gas sales, less lease operating  expenses and production taxes), is presented in the tables  following  "Results  of  Operations"  under the heading  "Average  Sales Prices,  Production  Volumes,  and Average  Production  Costs."  Following  is a discussion  of each  Partnerships'  results  of  operations  for the year  ended December 31, 2005 as compared to the year ended  December 31, 2004,  and for the year ended December 31, 2004 as compared to the year ended December 31, 2003.                                   III-A Partnership                                -----------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                      -------------------------------------        Total oil and gas sales increased  $608,000 (14.7%) in 2005 as compared to 2004. Of this  increase  $473,000 and  $714,000,  respectively,  were related to increases  in the  average  prices of oil and gas  sold.  These  increases  were partially offset by decreases of $164,000 and $415,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas                                          -48-     sold decreased 4,115 barrels and 71,893 Mcf,  respectively,  in 2005 as compared to 2004.        The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal declines in production and (ii) the shutting-in of one  significant  well during late 2004 and early 2005 in order to perform a workover.  As of the date of this Annual Report,  the shut-in well has returned to production at a lower rate than previously experienced. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in of two significant wells during  early 2005 in order to  perform  workovers,  and (iii) a positive  prior period  volume  adjustment  included  in the  receipt of first  revenues  on one significant well during 2004. As of the date of this Annual Report, the operator has not yet  determined  when or if the shut-in  wells will return to production and, if returned to production, at what rate.        Average  oil and gas prices  increased  to $54.26 per barrel and $7.61 per Mcf,  respectively,   in  2005  from  $39.92  per  barrel  and  $5.77  per  Mcf, respectively, in 2004.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes) increased  $281,000 (33.7%) in 2005 as compared to 2004. This increase was  primarily due to (i) workover  expenses  incurred on several wells during 2005, (ii) an increase in production  taxes  associated with the increase in oil and  gas  sales,  and  (iii)  a  positive  prior  period  production  tax adjustment made in 2005 by the operator on one significant well. These increases were partially offset by a negative prior period  production tax adjustment also made in 2005 by the operator on another significant well. As a percentage of oil and gas sales,  these  expenses  increased  to 23.5% in 2005 from 20.2% in 2004, primarily due to the dollar increase in oil and gas production expenses.        Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas properties increased $8,000 (4.9%) in 2005 as compared to 2004. Of this increase (i) $67,000 was due to the depletion of additional  capitalized costs of oil and gas  properties as a result of the upward  revision in the estimate of the asset retirement  obligations,  of which  $44,000  was  related  to  previously  fully depleted wells,  and (ii) $8,000 was due to accretion of these  additional asset retirement  obligations.  These  increases  were  partially  offset  by (i)  the abandonment  of one  significant  well during  2004  following  an  unsuccessful recompletion attempt and (ii) the decreases in volumes of oil and gas sold. As a percentage  of oil and gas sales,  this  expense  decreased to 3.7% in 2005 from 4.0% in 2004.        General and  administrative  expenses  increased  $6,000 (2.0%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 6.7% in 2005 from 7.6% in 2004,  primarily due to the increase in oil and gas sales.                                          -49-           The Limited Partners have received cash distributions through December 31, 2005 totaling $41,524,701 or 157.30% of Limited Partners' capital contributions.                        Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                      -------------------------------------        Total oil and gas sales  increased  $99,000  (2.4%) in 2004 as compared to 2003. Of this  increase  $381,000 and  $250,000,  respectively,  were related to increases  in the  average  prices of oil and gas  sold.  These  increases  were partially offset by decreases of $236,000 and $296,000, respectively, related to decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased 7,957 barrels and 56,602 Mcf, respectively, in 2004 as compared to 2003.        The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal declines in production and (ii) the shutting-in of one  significant  well during late 2004 due to mechanical problems.  (See Results of Operations discussion for 2004 - 2005 for an update on this well.) The decrease in volumes of gas sold was primarily due to normal  declines in production,  which was partially  offset by the receipt of first revenues on one significant well during 2004.        Average  oil and gas prices  increased  to $39.92 per barrel and $5.77 per Mcf,  respectively,   in  2004  from  $29.66  per  barrel  and  $5.23  per  Mcf, respectively, in 2003.        Oil and gas production  expenses  (including lease operating  expenses and production taxes) remained relatively constant in 2004 and 2003. Lease operating expenses decreased due to the decreases in volumes of oil and gas sold, but this decrease  was  substantially  offset  by (i) an  increase  in  production  taxes associated  with  the  increase  in oil  and gas  sales,  (ii)  an  increase  in production   taxes  associated  with  the  receipt  of  first  revenues  on  one significant  well  during  2004,  and (iii)  workover  expenses  incurred on two significant  wells during  2004.  As a  percentage  of oil and gas sales,  these expenses decreased to 20.2% in 2004 from 20.7% in 2003.        DD&A  of oil and  gas  properties  decreased  $21,000  (11.2%)  in 2004 as compared to 2003.  This  decrease  was  primarily  due to (i) the  decreases  in volumes  of oil and gas sold and  (ii)  upward  revisions  in the  estimates  of remaining  oil and gas reserves  during 2004.  These  decreases  were  partially offset by the  abandonment  of one  significant  well during 2004  following  an unsuccessful  recompletion  attempt.  As a percentage of oil and gas sales, this expense decreased to 4.0% in 2004 from 4.6% in 2003, primarily due to the dollar decrease in DD&A of oil and gas properties.                                          -50-           General and administrative  expenses remained  relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 7.6% in 2004 from 7.8% in 2003.                                    III-B Partnership                                 -----------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                      -------------------------------------        Total oil and gas sales increased  $358,000 (16.8%) in 2005 as compared to 2004. Of this  increase  $329,000 and  $288,000,  respectively,  were related to increases  in the  average  prices of oil and gas  sold.  These  increases  were partially offset by decreases of $110,000 and $149,000, respectively, related to decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased 2,747 barrels and 25,403 Mcf, respectively, in 2005 as compared to 2004.        The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal declines in production and (ii) the shutting-in of one  significant  well during late 2004 and early 2005 in order to perform a workover.  As of the date of this Annual Report,  the shut-in well has returned to production at a lower rate than previously experienced. The decrease in volumes of gas sold was primarily due to (i) normal  declines in production and (ii) the  shutting-in of two  significant wells  during early 2005 in order to perform  workovers.  As of the date of this Annual Report,  the operator has not yet determined when or if the shut-in wells will return to production and, if returned to production, at what rate.        Average  oil and gas prices  increased  to $54.44 per barrel and $7.59 per Mcf,  respectively,   in  2005  from  $39.93  per  barrel  and  $5.85  per  Mcf, respectively, in 2004.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes) increased  $168,000 (34.5%) in 2005 as compared to 2004. This increase was  primarily due to (i) workover  expenses  incurred on several wells during 2005, (ii) an increase in production  taxes  associated with the increase in oil and  gas  sales,  and  (iii)  a  positive  prior  period  production  tax adjustment made in 2005 by the operator on one significant well. These increases were partially offset by a negative prior period  production tax adjustment also made in 2005 by the operator on another significant well. As a percentage of oil and gas sales,  these  expenses  increased  to 26.3% in 2005 from 22.8% in 2004, primarily due to the dollar increase in oil and gas production expenses.        Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas properties decreased $2,000 (2.4%) in 2005 as compared to                                          -51-     2004.  This decrease was primarily due to (i) the abandonment of one significant well during 2004  following an  unsuccessful  recompletion  attempt and (ii) the decreases in volumes of oil and gas sold.  These decreases were partially offset by increases of (i) $44,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward  revision in the estimate of the asset  retirement  obligations,  of which  $27,000 was related to previously fully depleted wells, and (ii) $5,000 due to accretion of these additional asset retirement  obligations.  As a  percentage  of oil and gas sales,  this  expense decreased to 3.8% in 2005 from 4.6% in 2004,  primarily  due to the increases in the average prices of oil and gas sold.        General and  administrative  expenses  increased  $7,000 (3.9%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 7.3% in 2005 from 8.2% in 2004,  primarily due to the increase in oil and gas sales.        The Limited Partners have received cash distributions through December 31, 2005 totaling $23,096,353 or 166.96% of Limited Partners' capital contributions.                         Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                      -------------------------------------        Total oil and gas sales  decreased  $77,000  (3.5%) in 2004 as compared to 2003. Of this  decrease  $175,000 and  $277,000,  respectively,  were related to decreases in volumes of oil and gas sold.  These decreases were partially offset by increases of $257,000 and $118,000, respectively, related to increases in the average prices of oil and gas sold.  Volumes of oil and gas sold decreased 5,880 barrels and 52,972 Mcf, respectively, in 2004 as compared to 2003.        The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal declines in production and (ii) the shutting-in of one  significant  well during late 2004 due to mechanical problems.  (See Results of Operations discussion for 2004 - 2005 for an update on this well.) The decrease in volumes of gas sold was primarily due to normal declines in production.        Average  oil and gas prices  increased  to $39.93 per barrel and $5.85 per Mcf,  respectively,   in  2004  from  $29.78  per  barrel  and  $5.24  per  Mcf, respectively, in 2003.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  decreased  $23,000  (4.5%) in 2004 as compared to 2003. As a percentage of oil and gas sales,  these expenses decreased to 22.8% in 2004 from 23.1% in 2003.                                          -52-           DD&A  of oil and  gas  properties  decreased  $28,000  (22.5%)  in 2004 as compared to 2003.  This  decrease  was  primarily  due to (i) the  decreases  in volumes  of oil and gas sold and  (ii)  upward  revisions  in the  estimates  of remaining  oil and gas reserves  during 2004.  These  decreases  were  partially offset by the  abandonment  of one  significant  well during 2004  following  an unsuccessful  recompletion  attempt.  As a percentage of oil and gas sales, this expense decreased to 4.6% in 2004 from 5.7% in 2003, primarily due to the dollar decrease in DD&A of oil and gas properties.        General and administrative  expenses remained  relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses increased to 8.2% in 2004 from 8.0% in 2003.                                   III-C Partnership                                -----------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                      -------------------------------------        Total oil and gas sales increased  $900,000 (27.0%) in 2005 as compared to 2004. Of this increase (i) $144,000 and $939,000,  respectively, were related to increases in the average  prices of oil and gas sold and (ii) $2,000 was related to an increase in volumes of oil sold.  These increases were partially offset by a decrease of $185,000 related to a decrease in volumes of gas sold.  Volumes of oil sold increased 63 barrels, while volumes of gas sold decreased 34,253 Mcf in 2005 as compared to 2004.        The  increase  in  volumes  of oil  sold  was  primarily  due  to (i)  the successful  completion of several new wells during early to mid 2005 and (ii) an increase in production on one significant well following the successful workover of that well during late 2004.  These increases were partially  offset by normal declines in production.        The  decrease  in  volumes  of gas sold was  primarily  due to (i)  normal declines in production,  (ii) substantial  declines in production during 2005 on two significant wells following  unsuccessful 2004 workovers of those wells, and (iii) a negative prior period volume  adjustment on one significant  well during 2005.  The wells with  substantial  declines in  production  are not expected to return to their  previously  high levels of  production.  These  decreases  were partially  offset by (i) the  successful  completion of several new wells during late 2004 and early to mid 2005 and (ii)  increases  in  production  on  several other wells following the successful workovers of those wells during mid to late 2004 and early 2005.                                          -53-           Average  oil and gas prices  increased  to $53.82 per barrel and $7.23 per Mcf, respectively, in 2005 from $38.88 per barrel and $5.40 per Mcf in 2004.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes) increased  $105,000 (12.2%) in 2005 as compared to 2004. This increase was  primarily due to (i) workover  expenses  incurred on several wells during  2005  and (ii) an  increase  in  production  taxes  associated  with the increase in oil and gas sales.  These  increases were partially  offset by lower workover  expenses  incurred on several other wells during 2004. As a percentage of oil and gas sales,  these  expenses  decreased to 22.8% in 2005 from 25.8% in 2004, primarily due to the increase in oil and gas sales.        Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas properties decreased $213,000 (48.2%) in 2005 as compared to 2004. This decrease was primarily due to (i) one  significant  well being fully depleted during 2004 due to the lack of  remaining  reserves  and (ii) the decrease in volumes of gas sold.  These decreases were partially offset by (i) $53,000 due to the depletion of  additional  capitalized  costs of oil and gas  properties as a result of the upward revision in the estimate of the asset  retirement  obligations,  of which $34,000 was  related to  previously  fully  depleted  wells,  (ii) $8,000 due to accretion  of  these  additional  asset  retirement  obligations,  and  (iii) an increase in depletable oil and gas  properties  during 2005 primarily due to the drilling of two developmental  wells. As a percentage of oil and gas sales, this expense  decreased  to 5.4% in 2005  from  13.3% in 2004,  primarily  due to the dollar decrease in DD&A of oil and gas properties.        General and  administrative  expenses  increased  $6,000 (2.1%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 7.0% in 2005 from 8.7% in 2004,  primarily due to the increase in oil and gas sales.        The Limited Partners have received cash distributions through December 31, 2005 totaling $31,437,795 or 128.56% of Limited Partners' capital contributions.                         Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                      -------------------------------------        Total oil and gas sales  decreased  $267,000 (7.4%) in 2004 as compared to 2003. Of this  decrease  $130,000 and  $570,000,  respectively,  were related to decreases in volumes of oil and gas sold.  These decreases were partially offset by increases of $85,000 and $348,000, respectively,  related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold                                          -54-     decreased 4,321 barrels and 119,504  Mcf, respectively, in  2004 as compared  to 2003.        The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal declines in  production  and (ii) the  shutting-in  of a production  zone on one significant  well during late 2003.  The shut-in well  continues to produce at a lower rate.  The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) downward revisions in the estimates of remaining gas reserves on one significant well resulting in the III-C Partnership becoming over produced in excess of estimated ultimate  reserves,  thereby increasing its gas imbalance  payable.  These decreases were partially offset by the successful completion of a new well during early 2004.        Average  oil and gas prices  increased  to $38.88 per barrel and $5.40 per Mcf,  respectively,   in  2004  from  $30.00  per  barrel  and  $4.77  per  Mcf, respectively, in 2003.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  decreased  $8,000  (1.0%) in 2004 as compared to 2003.  This decrease  was  primarily  due to the  decreases  in volumes of oil and gas sold, which  decrease was partially  offset by workover  expenses  incurred on several wells  during  2004.  As a  percentage  of oil and  gas  sales,  these  expenses increased to 25.8% in 2004 from 24.1% in 2003.        DD&A of oil and gas  properties  increased  $238,000  (116.6%)  in 2004 as compared to 2003,  primarily due to one significant well being fully depleted in 2004 due to the lack of remaining  reserves.  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 13.3% in 2004 from 5.7% in 2003,  primarily due to the dollar increase in DD&A of oil and gas properties.        General and administrative  expenses remained  relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses increased to 8.7% in 2004 from 8.1% in 2003.                                   III-D Partnership                                -----------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                      -------------------------------------        Total oil and gas sales increased  $574,000 (30.3%) in 2005 as compared to 2004. Of this increase (i) $129,000 and $462,000,  respectively, were related to increases in the average  prices of oil and gas sold and (ii) $8,000 was related to an increase in volumes of oil sold.  These increases were partially offset by a                                          -55-     decrease of $25,000 related to a decrease in volumes of gas sold. Volumes of oil sold  increased 200 barrels,  while volumes of gas sold  decreased  4,595 Mcf in 2005 as compared to 2004.        The  increase  in  volumes  of oil  sold  was  primarily  due  to (i)  the successful  completion of several new wells during early to mid 2005 and (ii) an increase in production on one significant well following the successful workover of that well during late 2004.  These increases were partially  offset by normal declines in production.        The  decrease  in  volumes  of gas sold was  primarily  due to (i)  normal declines in production and (ii) a substantial  decline in production during 2005 on one significant well following its unsuccessful  2004 workover.  This well is not  expected  to return to its  previously  high  levels of  production.  These decreases were partially offset by (i) the successful  completion of several new wells during late 2004 and early to mid 2005 and (ii) increases in production on two significant  wells following the successful  workovers of those wells during mid to late 2004.        Average  oil and gas prices  increased  to $52.88 per barrel and $6.98 per Mcf, respectively, in 2005 from $37.87 per barrel and $5.38 per Mcf in 2004.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes) increased  $102,000 (20.6%) in 2005 as compared to 2004. This increase was  primarily due to (i) workover  expenses  incurred on several wells during 2005, (ii) an increase in production  taxes  associated with the increase in oil and gas  sales,  and (iii)  repair and  maintence  expenses  incurred  on several other wells during 2005.  These increases were partially offset by lower workover expenses incurred on two significant wells during 2004. As a percentage of oil and gas sales,  these  expenses  decreased to 24.1% in 2005 from 26.1% in 2004.        Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas properties  increased  $22,000  (23.4%)  in 2005 as  compared  to 2004.  Of this increase (i) $34,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement  obligations,  of which $25,000 was related to previously fully depleted wells,  and (ii) $5,000 was due to accretion of these  additional asset retirement obligations.  This increase was also due to downward revisions in the estimates  of  remaining  oil  and  gas  reserves   following  an   unsuccessful recompletion  attempt on one significant  well during 2005. These increases were partially  offset by (i) one  significant  well being fully depleted during 2004 due to the lack of remaining reserves and (ii) upward revisions in the estimates of remaining  oil and gas reserves  since  December 31, 2004. As a percentage of oil and gas sales, this expense decreased to 4.8% in 2005 from 5.1% in 2004.                                          -56-           General and  administrative  expenses  increased  $2,000 (1.4%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 7.0% in 2005 from 9.0% in 2004,  primarily due to the increase in oil and gas sales.        The Limited Partners have received cash distributions through December 31, 2005   totaling   $17,584,669,   or  134.23%  of   Limited   Partners'   capital contributions.                         Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                      -------------------------------------        The  following  discussion  contains  amounts for the year 2003 which have been  restated  to  reflect  the 2004  sale of the Jay  Field as a  discontinued operation.  See Part II,  Item 7 for more  information  about this  discontinued operation.        Total oil and gas sales decreased  $220,000 (10.4%) in 2004 as compared to 2003. Of this  decrease  $127,000 and  $388,000,  respectively,  were related to decreases in volumes of oil and gas sold.  These decreases were partially offset by increases of $80,000 and $215,000, respectively,  related to increases in the average prices of oil and gas sold.  Volumes of oil and gas sold decreased 4,498 barrels and 83,575 Mcf, respectively, in 2004 as compared to 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 shut-in well continues to produce at a lower rate.  The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) downward revisions in the estimates of remaining gas reserves on one significant well resulting in the III-D Partnership becoming over produced in excess of estimated  ultimate  reserves thereby  increasing gas imbalance payable.        Average  oil and gas prices  increased  to $37.87 per barrel and $5.38 per Mcf,  respectively,   in  2004  from  $28.28  per  barrel  and  $4.64  per  Mcf, respectively, in 2003.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  decreased  $34,000 (6.4%) in 2004 as compared to 2003.  This decrease was  primarily due to (i) the decreases in volumes of oil and gas sold, (ii) 2003  workover  expenses  incurred  on one  significant  well,  and (iii) a decrease in production  taxes associated with the decrease in oil and gas sales. These decreases were partially offset by workover expenses incurred on two other significant  wells during  2004.  As a  percentage  of oil and gas sales,  these expenses increased to 26.1% in 2004 from 25.0% in 2003.                                          -57-           DD&A of oil and gas properties decreased $1,000 (1.0%) in 2004 as compared to 2003.  This decrease was primarily due to the decreases in volumes of oil and gas sold,  which  decrease was partially  offset by one  significant  well being fully depleted in 2004 due to the lack of remaining reserves. As a percentage of oil and gas sales, these expenses increased to 5.1% in 2004 from 4.6% in 2003.        General and  administrative  expenses  increased  $4,000 (2.4%) in 2004 as compared to 2003. As a percentage of oil and gas sales, these expenses increased to 9.0% in 2004 from 7.9% in 2003,  primarily due to the decrease in oil and gas sales.                                   III-E Partnership                                -----------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                      -------------------------------------        Total oil and gas sales increased  $1,394,000  (30.1%) in 2005 as compared to 2004.  Of this  increase  (i)  $322,000 and  $1,258,000,  respectively,  were related to increases in the average  prices of oil and gas sold and (ii) $33,000 was  related  to an  increase  in  volumes  of oil sold.  These  increases  were partially  offset by a decrease of $219,000  related to a decrease in volumes of gas sold.  Volumes of oil sold increased 908 barrels,  while volumes of gas sold decreased 41,630 Mcf in 2005 as compared to 2004.        The increase in volumes of oil sold was primarily due to a negative  prior period volume  adjustment on one significant well during 2004. This increase was substantially  offset by normal declines in production.  The decrease in volumes of gas sold was primarily due to normal declines in production.        Average  oil and gas prices  increased  to $50.50 per barrel and $7.13 per Mcf,  respectively,   in  2005  from  $36.86  per  barrel  and  $5.27  per  Mcf, respectively, in 2004.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes) increased  $159,000 (11.7%) in 2005 as compared to 2004. This increase was  primarily due to (i) an increase in  production  taxes  associated with the increase in oil and gas sales and (ii)  workover  expenses  incurred on several wells during 2005.  These increases were partially  offset by a positive prior period production tax adjustment on one significant unit during 2004. As a percentage of oil and gas sales,  these expenses decreased to 25.2% in 2005 from 29.3% in 2004, primarily due to the increase in oil and gas sales.                                          -58-           Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas properties  increased  $143,000  (72.8%) in 2005 as  compared  to 2004.  Of this increase (i) $85,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement  obligations,  of which $61,000 was related to previously fully depleted wells,  and (ii) $11,000 was due to accretion of these additional asset retirement obligations.  This increase was also due to (i) downward revisions in the  estimates of remaining  gas  reserves  since  December 31, 2004 and (ii) an increase in depletable oil and gas  properties  during 2005 primarily due to the recompletion of one significant  well.  These increases were partially offset by (i) one  significant  well being fully  depleted  during 2004 due to the lack of remaining reserves and (ii) the decrease in volumes of gas sold. As a percentage of oil and gas sales,  this expense increased to 5.6% in 2005 from 4.2% in 2004, primarily due to the dollar increase in DD&A of oil and gas properties.        General and administrative  expenses remained  relatively constant in 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 8.1% in 2005 from 10.5% in 2004, primarily due to the increase in oil and gas sales.        The Limited Partners have received cash distributions through December 31, 2005 totaling $51,959,016 or 124.22% of Limited Partners' capital contributions.                         Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                      -------------------------------------        The  following  discussion  contains  amounts for the year 2003 which have been  restated  to  reflect  the 2004  sale of the Jay  Field as a  discontinued operation.  See Part II,  Item 7 for more  information  about this  discontinued operation.        Total oil and gas sales  increased  $161,000 (3.6%) in 2004 as compared to 2003. Of this  increase  $225,000 and  $481,000,  respectively,  were related to increases  in the  average  prices of oil and gas  sold.  These  increases  were partially offset by decreases of $273,000 and $272,000, respectively, related to decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased 10,115 barrels and 59,136 Mcf, respectively, in 2004 as compared to 2003.        The  decrease in volumes of oil sold was  primarily  due to (i) a negative prior period  volume  adjustment  made by the operator on one  significant  well during 2004 and (ii) normal declines in production.                                            -59-           Average  oil and gas prices  increased  to $36.86 per barrel and $5.27 per Mcf,  respectively,   in  2004  from  $26.94  per  barrel  and  $4.60  per  Mcf, respectively, in 2003.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  increased  $34,000 (2.6%) in 2004 as compared to 2003.  This increase was primarily due to (i) a prior period  production  tax  adjustment on one  significant  unit  during  2004,  (ii)  workover  expenses  incurred on two significant  wells  during  2004,  and (iii) an  increase  in  production  taxes associated  with  the  increase  in oil  and gas  sales.  These  increases  were partially  offset  by the  decreases  in  volumes  of oil  and  gas  sold.  As a percentage of oil and gas sales,  these expenses decreased to 29.3% in 2004 from 29.6% in 2003.        DD&A  of oil and  gas  properties  decreased  $25,000  (11.2%)  in 2004 as compared to 2003.  This  decrease  was  primarily  due to (i) the  decreases  in volumes of oil and gas sold and (ii) one  significant  well being fully depleted in 2003 due to the lack of remaining  reserves.  These  decreases were partially offset by (i) an increase in depletable oil and gas properties  primarily due to 2004  recompletion  activities  on two  significant  wells  and (ii)  one  other significant  well  being  fully  depleted  in 2004 due to the lack of  remaining reserves.  As a percentage of oil and gas sales,  this expense decreased to 4.2% in 2004 from 4.9% in 2003,  primarily due to the dollar  decrease in DD&A of oil and gas properties.        General and administrative  expenses remained  relatively constant in 2004 and 2003.  As a percentage  of oil and gas sales,  these  expenses  decreased to 10.5% in 2004 from 10.9% in 2003.                                   III-F Partnership                                -----------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                      -------------------------------------        Total oil and gas sales increased  $926,000 (31.5%) in 2005 as compared to 2004. Of this  increase  $334,000 and  $783,000,  respectively,  were related to increases  in the  average  prices of oil and gas  sold.  These  increases  were partially  offset by a decrease of $140,000  related to a decrease in volumes of gas sold.  Volumes of oil and gas sold  decreased  1,285 barrels and 26,712 Mcf, respectively,  in 2005 as compared to 2004.  The decrease in volumes of gas sold was primarily due to normal  declines in production.  Average oil and gas prices increased  to $56.82 per barrel  and $7.30 per Mcf,  respectively,  in 2005 from $39.22 per barrel and $5.25 per Mcf, respectively, in 2004.                                          -60-           Oil and gas production  expenses  (including lease operating  expenses and production  taxes) increased  $111,000 (15.3%) in 2005 as compared to 2004. This increase was  primarily due to (i) an increase in  production  taxes  associated with the increase in oil and gas sales and (ii)  workover  expenses  incurred on several wells during 2005. As a percentage of oil and gas sales,  these expenses decreased to 21.7% in 2005 from 24.7% in 2004,  primarily due to the increase in oil and gas sales.        Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas properties  increased  $46,000  (28.5%)  in 2005 as  compared  to 2004.  Of this increase (i) $24,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement  obligations,  of which $13,000 was related to previously fully depleted wells,  and (ii) $6,000 was due to accretion of these  additional asset retirement obligations.  This increase was also due to downward revisions in the estimates  of  remaining  oil and gas  reserves  on one  significant  well since December 31, 2004.  These  increases were  partially  offset by the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales,  this expense decreased to 5.4% in 2005 from 5.5% in 2004.        General and  administrative  expenses  increased  $6,000 (2.3%) in 2005 as compard to 2004. As a percentage of oil and gas sales,  these expenses decreased to 7.1% in 2005 from 9.1% in 2004,  primarily due to the increase in oil and gas sales.        The Limited Partners have received cash distributions through December 31, 2005 totaling $21,752,904 or 98.21% of Limited Partners' capital contributions.                         Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                      -------------------------------------        Total oil and gas sales increased  $462,000 (18.6%) in 2004 as compared to 2003. Of this  increase  $208,000 and  $285,000,  respectively,  were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 433 barrels and 4,096 Mcf, respectively,  in 2004 as compared to 2003. Average  oil and gas  prices  increased  to $39.22 per barrel and $5.25 per Mcf, respectively, in 2004 from $28.93 per barrel and $4.56 per Mcf, respectively, in 2003.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  decreased  $28,000 (3.7%) in 2004 as compared to 2003.  This decrease was primarily due to (i) workover  expenses incurred on one significant well during 2003 and (ii) the abandonment of another  significant  well in early 2003 due to severe mechanical problems. These decreases were                                          -61-     partially offset by an increase in production taxes associated with the increase in oil and gas  sales.  As a  percentage  of oil and gas sales,  these  expenses decreased to 24.7% in 2004 from 30.4% in 2003,  primarily due to the increase in oil and gas sales.        DD&A  of oil and  gas  properties  decreased  $54,000  (25.1%)  in 2004 as compared to 2003.  This decrease was primarily due to (i) the abandonment of one significant  well in 2003 due to severe  mechanical  problems  and (ii)  another significant  well  being  fully  depleted  in 2003 due to the lack of  remaining reserves.  As a percentage of oil and gas sales,  this expense decreased to 5.5% in 2004 from 8.7% in 2003. This percentage decrease was primarily due to (i) the dollar  decrease in DD&A of oil and gas  properties  and (ii)  increases  in the average prices of oil and gas sold.        General and administrative  expenses remained  relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.1% in 2004 from 10.8% in 2003, primarily due to the increase in oil and gas sales.         Average Sale Prices, Production Volumes, and Average Production Costs        The following  tables are  comparisons of annual average oil and gas sales prices,  production  volumes,  and average  production  costs  (lease  operating expenses and production taxes) per barrel of oil equivalent (one barrel or 6 Mcf of gas) for 2005, 2004, and 2003.                                           -62-                                   2005 Compared to 2004                              ---------------------                               Average Sales Prices - --------------------------------------------------------------------------- P/ship            2005                       2004               % Change - ------      -------------------        -----------------       ------------               Oil         Gas            Oil       Gas             ($/Bbl)     ($/Mcf)        ($/Bbl)   ($/Mcf)       Oil      Gas             -------     -------        -------   -------       ---      --- III-A       $54.26       $7.61         $39.92     $5.77        36%      32% III-B        54.44        7.59          39.93      5.85        36%      30% III-C        53.82        7.23          38.88      5.40        38%      34% III-D        52.88        6.98          37.87      5.38        40%      30% III-E        50.50        7.13          36.86      5.27        37%      35% III-F        56.82        7.30          39.22      5.25        45%      39%                                 Production Volumes - ----------------------------------------------------------------------------- P/ship             2005                      2004                % Change - ------      -------------------        ------------------      --------------               Oil         Gas           Oil         Gas         Oil      Gas             (Bbls)       (Mcf)         (Bbls)      (Mcf)       (Bbls)   (Mcf)             ------      -------        ------     -------      ------   ----- III-A       33,008      388,410        37,123     460,303      (11%)    (16%) III-B       22,648      165,378        25,395     190,781      (11%)    (13%) III-C        9,614      514,302         9,551     548,555        1%      (6%) III-D        8,611      288,655         8,411     293,250        2%      (2%) III-E       23,561      678,857        22,653     720,487        4%      (6%) III-F       18,967      382,034        20,252     408,746       (6%)     (7%)                             Average Production Costs                          per Barrel of Oil Equivalent                   ----------------------------------------                   P/ship      2005      2004      % Change                   ------     ------    -----      --------                   III-A      $11.42    $7.33          56%                   III-B       13.03     8.51          53%                   III-C       10.12     8.52          19%                   III-D       10.51     8.63          22%                   III-E       11.11     9.53          17%                   III-F       10.14     8.22          23%                                             -63-                                   2004 Compared to 2003                              ---------------------                               Average Sales Prices - --------------------------------------------------------------------------- P/ship             2004                     2003(1)              % Change - ------      -------------------        -----------------       ------------               Oil         Gas            Oil       Gas             ($/Bbl)     ($/Mcf)        ($/Bbl)   ($/Mcf)       Oil      Gas             -------     -------        -------   -------       ---      --- III-A       $39.92       $5.77         $29.66     $5.23        35%      10% III-B        39.93        5.85          29.78      5.24        34%      12% III-C        38.88        5.40          30.00      4.77        30%      13% III-D        37.87        5.38          28.28      4.64        34%      16% III-E        36.86        5.27          26.94      4.60        37%      15% III-F        39.22        5.25          28.93      4.56        36%      15%                                 Production Volumes - ----------------------------------------------------------------------------- P/ship             2004                      2003(1)              % Change - ------      -------------------        ------------------      --------------               Oil         Gas           Oil         Gas         Oil      Gas             (Bbls)       (Mcf)         (Bbls)      (Mcf)       (Bbls)   (Mcf)             ------      -------        ------     -------      ------   ----- III-A       37,123      460,303        45,080     516,905      (18%)    (11%) III-B       25,395      190,781        31,275     243,753      (19%)    (22%) III-C        9,551      548,555        13,872     668,059      (31%)    (18%) III-D        8,411      293,250        12,909     376,825      (35%)    (22%) III-E       22,653      720,487        32,768     779,623      (31%)    ( 8%) III-F       20,252      408,746        20,685     412,842      ( 2%)    ( 1%)                             Average Production Costs                          per Barrel of Oil Equivalent                   ----------------------------------------                   P/ship      2004     2003(1)    % Change                   ------     -----     -------    --------                   III-A      $7.33      $6.37         15%                   III-B       8.51       7.08         20%                   III-C       8.52       6.93         23%                   III-D       8.63       6.98         24%                   III-E       9.53       8.15         13%                   III-F       8.22       8.43        ( 2%)  - ----------- (1)   The amounts  for the III-D and III-E  Partnerships  have been  restated to       reflect the sale of the Jay Field during 2004 as a discontinued operation.       See  Part  II,  Item  7  for  more  information  about  this  discontinued       operation.                                           -64-            Liquidity and Capital Resources        Net  proceeds  from  operations  less  necessary   operating  capital  are distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market for Units and Related Limited Partner Matters." The net proceeds from production are not generally  reinvested in  productive  assets,  except to the extent that producing  wells are  improved,  where  methods  are  employed  to  permit  more efficient recovery of reserves,  or where identified  developmental  drilling or recompletion opportunities are pursued, thereby resulting in a positive economic impact.  Assuming 2005  production  levels for future years,  the  Partnerships' proved  reserve  quantities  at  December  31,  2005  would  have the  following remaining lives:                    Partnership         Gas-Years       Oil-Years                   -----------         ---------       ---------                       III-A               9.0             2.9                      III-B               8.5             2.7                      III-C               9.1             9.3                      III-D               8.3             9.7                      III-E               7.8             6.4                      III-F               9.2            17.8  These life of reserves estimates are based on the current estimates of remaining oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve estimates.  As discussed below,  the  Partnerships  must terminate no later than December 31, 2009 (November 22, 2009 for the III-A  Partnership),  which is four years from December 31, 2005.        The   Partnerships'   available   capital   from  the  Limited   Partners' subscriptions  has been spent on oil and gas  properties  and there should be no further material capital  resource  commitments in the future.  The Partnerships have no debt  commitments.  Cash for  operational  purposes  will be provided by current oil and gas production.  During 2005,  2004, and 2003, the  Partnerships expended  no  capital  on oil and gas  acquisition  or  exploration  activities. However,  during those years the Partnerships  expended the following amounts on oil  and  gas  developmental   activities,   primarily  well  recompletions  and developmental drilling:        Partnership         2005              2004              2003       -----------       --------          --------          -------           III-A          $ 16,822          $ 78,142          $53,311          III-B             2,903            52,376           32,726          III-C           127,299           217,479           21,609          III-D            85,828            27,306            6,141          III-E           158,067           245,429           21,436          III-F            32,310           188,433           16,762                                          -65-           While these  expenditures  may reduce or eliminate  cash  available  for a particular quarterly cash distribution,  the General Partner believes that these activities  are  necessary  for the  prudent  operation  of the  properties  and maximization of their value to the Partnerships.        The Partnerships sold certain oil and gas properties during 2004 and 2003. No such sales occurred  during 2005. The sales of the  Partnerships'  properties was made by the General Partner after giving due consideration to both the offer price and the General  Partner's  estimate of the  property's  remaining  proved reserves  and  future  operating  costs.  Net  proceeds  from the  sales of such properties  were  included  in  the  calculation  of  the   Partnerships'   cash distributions for the quarter immediately following the Partnerships' receipt of the  proceeds.  The  amount  of such  proceeds  from  the  sales  of oil and gas properties during 2005, 2004, and 2003, were as follows:        Partnership           2005           2004            2003       -----------         --------       --------        --------         III-A             $   -          $    375        $  1,902         III-B                 -              -                984         III-C                 -              -             34,411         III-D                 -            88,277          23,232         III-E                 -           629,332         101,704         III-F                 -             1,654          17,010        Over the years,  as part of the  normal  course of  business,  some of the Partnerships'  interests  in wells  have  been  sold,  generally  at oil and gas auctions.  Given the generally  favorable  current  environment  for oil and gas dispositions,  it is possible that the Partnerships  will increase the number of properties to be sold. In the event of sales,  any net proceeds are  distributed as soon as possible after the  disposition.  Future  production,  costs and cash flow will be reduced as properties are sold.        There can be no  assurance  as to the amount of the  Partnerships'  future cash distributions. The Partnerships' ability to make cash distributions depends primarily upon the level of available  cash flow generated by the  Partnerships' operating  activities,  which will be affected (either positively or negatively) by many factors beyond the control of the  Partnerships,  including the price of and demand for oil and gas and other  market and  economic  conditions.  Even if prices and costs remain stable,  the amount of cash available for  distributions will decline over time (as the volume of production  from  producing  properties declines)  since  the   Partnerships  are  not  replacing   production   through acquisitions of producing  properties and extensive drilling.  The Partnerships' quantity  of  proved  reserves  has  been  reduced  by the  sale  of oil and gas properties as described above;  therefore, it is possible that the Partnerships' future  cash  distributions  will  decline  as a result  of a  reduction  of the Partnerships' reserve base.                                          -66-           The  General  Partner  expects  general  and  administrative  expenses  to increase substantially during 2006 and 2007 due to costs required to comply with Section 404 of the  Sarbanes-Oxley  Act of 2002. Such anticipated  increase will reduce cash available for  distribution.  The General Partner expects at least a portion of this anticipated  increase in general and administrative  expenses to continue in years beyond 2007.        Pursuant to the terms of the partnership  agreements for the  Partnerships (the  "Partnership  Agreements") the Partnerships were 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 Annual Report,  the General Partner has extended the term of the Partnerships for the fourth extension  period.  Therefore,  the Partnerships are  currently  scheduled to  terminate  on the dates  indicated in the "Current Termination Date" column of the following chart.                           Initial          Extensions          Current    Partnership       Termination Date      Exercised      Termination Date    -----------      ------------------     ---------     -----------------       III-A         November 22, 1999           4        November 22, 2007       III-B         January 24, 2000            4        December 31, 2007       III-C         February 28, 2000           4        December 31, 2007       III-D         September 5, 2000           4        December 31, 2007       III-E         December 26, 2000           4        December 31, 2007       III-F         March 7, 2001               4        December 31, 2007  The General  Partner has not determined  whether it will further extend the term of any Partnership.         Off-Balance Sheet Arrangements        The Partnerships do not have any off-balance sheet arrangements.         Contractual Obligations        The Partnerships do not have any contractual obligations of the type which are  required  by the SEC to be  disclosed  in this  Annual  Report  under  this heading.         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                                          -67-     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 Partnership 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 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  units-of-production  method.  The Partnerships' calculation of depreciation,  depletion, and amortization includes estimated  dismantlement and abandonment costs, net of estimated salvage values. 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.        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 all  oil  and  gas properties  within a field  exceed 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  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  included  in Item 8 of this Annual Report represents costs deferred for lease operating expenses incurred in connection  with  the  Partnerships'   underproduced  gas  imbalance  positions. Conversely, the Accrued Liability represents charges accrued for lease operating expenses  incurred  in  connection  with  the  Partnerships'   overproduced  gas imbalance  positions.  The rates used in  calculating  the  Deferred  Charge and Accrued Liability are the annual average production cost 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                                          -68-     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.  These rates also approximate the prices for which the  Partnerships  are currently  settling similar  liabilities.  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 a negotiated  or  contractual payment to the underproduced party.        The Partnerships' wells must be properly plugged and abandoned after their oil and gas  reserves  are  exhausted.  The  Partnerships  follow  FAS No.  143, "Accounting  for Asset  Retirement  Obligations"  in  accounting  for the future expenditures that will be necessary to plug and abandon these wells. FAS No. 143 requires the estimated plugging and abandonment  obligations to be recognized in the  period  in which  they are  incurred  (i.e.  when  the well is  drilled  or acquired)  if a  reasonable  estimate  of  fair  value  can  be  made  and to be capitalized as part of the carrying amount of the well.         New Accounting Pronouncements        The  Partnerships  are  not  aware  of  any  recently  issued   accounting pronouncements that would have an impact on the Partnerships'  future results of operations and financial position.         Inflation and Changing Prices        Prices obtained for oil and gas production  depend upon numerous  factors, including the extent of domestic and foreign production, foreign imports of oil, market  demand,  domestic  and  foreign  economic  conditions  in  general,  and governmental  regulations  and tax laws.  Inflationary  pressure on drilling and operating costs have impacted the operating costs incurred by the  Partnerships. This  pressure  is expected to  continue  if  commodity  prices  remain at their current  levels.  Oil and gas prices have  fluctuated  during  recent  years and generally  have not  followed  the  same  pattern  as  inflation.  See  "Item 2. Properties - Oil and Gas Production, Revenue, and Price History."                                           -69-
The Partnerships do not hold any market risk sensitive instruments.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A        In our opinion, the accompanying balance sheets and the related statements of  operations,  changes in partners'  capital  (deficit) and cash flows present fairly, in all material  respects,  the financial position of the Geodyne Energy Income Limited Partnership III-A, an Oklahoma limited  partnership,  at December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended  December 31, 2005,  in  conformity  with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Partnership's management. Our responsibility  is to express an opinion on these financial  statements based on our audits. We conducted our audits of these financial  statements in accordance with the  standards of the Public  Company  Accounting  Oversight  Board (United States).  Those  standards  require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the  amounts  and  disclosures  in  the  financial  statements,   assessing  the accounting  principles  used and significant  estimates made by management,  and evaluating the overall  financial  statement  presentation.  We believe that our audits provide a reasonable basis for our opinion.        As  discussed  in Note 1 of Notes to the  Financial  Statements  under the heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the Partnerships  changed  the manner in which  they  account  for asset  retirement obligations.                                         PricewaterhouseCoopers LLP         Tulsa, Oklahoma March 29, 2006                                           F-1                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A                                 Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                               2005                2004                                           ------------        ------------ CURRENT ASSETS:    Cash and cash equivalents               $1,209,317          $1,038,719    Accounts receivable:       Oil and gas sales                       831,772             588,829                                             ---------           ---------          Total current assets              $2,041,089          $1,627,548  NET OIL AND GAS PROPERTIES,    utilizing the successful    efforts method                             775,391             761,804  DEFERRED CHARGE                               190,240             187,958                                             ---------           ---------                                            $3,006,720          $2,577,310                                             =========           =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable                        $  126,411          $   84,554    Gas imbalance payable                       17,660              26,709    Asset retirement obligation -       current (Note 1)                         14,606              18,336                                             ---------           ---------          Total current liabilities         $  158,677          $  129,599  LONG-TERM LIABILITIES:    Accrued liability                       $   27,120          $   28,718    Asset retirement obligation       (Note 1)                                270,650              96,619                                             ---------           ---------          Total long-term liabilities       $  297,770          $  125,337  PARTNERS' CAPITAL (DEFICIT):    General Partner                        ($   59,217)        ($   88,506)    Limited Partners, issued and       outstanding, 263,976 Units            2,609,490           2,410,880                                             ---------           ---------          Total Partners' capital           $2,550,273          $2,322,374                                             ---------           ---------                                            $3,006,720          $2,577,310                                             =========           =========                The accompanying notes are an integral part of these                               financial statements.                                           F-2                        GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A                               Statements of Operations                 For the Years Ended December 31, 2005, 2004, and 2003                                        2005             2004            2003                                    ----------       ----------     ------------ REVENUES:    Oil and gas sales               $4,745,968       $4,137,900      $4,039,307    Interest income                     19,441            6,549           5,800    Gain on sale of oil       and gas properties                 -               1,399            -                                     ---------        ---------       ---------                                    $4,765,409       $4,145,848      $4,045,107  COSTS AND EXPENSES:    Lease operating                 $  699,570       $  504,320      $  527,306    Production tax                     416,670          330,438         309,211    Depreciation, depletion,       and amortization of oil       and gas properties              173,536          165,482         186,388    General and administrative         319,762          313,621         315,566                                     ---------        ---------       ---------                                    $1,609,538       $1,313,861      $1,338,471                                     ---------        ---------       ---------  INCOME BEFORE CUMULATIVE    EFFECT OF ACCOUNTING    CHANGE                          $3,155,871       $2,831,987      $2,706,636     Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                           -                -        (       673)                                     ---------        ---------       --------- NET INCOME                         $3,155,871       $2,831,987      $2,705,963                                     =========        =========       ========= GENERAL PARTNER - NET    INCOME                          $  329,261       $  297,437      $  286,852                                     =========        =========       ========= LIMITED PARTNERS - NET    INCOME                          $2,826,610       $2,534,550      $2,419,111                                     =========        =========       ========= NET INCOME per Unit                $    10.71       $     9.60      $     9.16                                     =========        =========       ========= UNITS OUTSTANDING                     263,976          263,976         263,976                                     =========        =========       =========                 The accompanying notes are an integral part of these                               financial statements.                                           F-3                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A                    Statements of Partners' Capital (Deficit)              For the Years Ended December 31, 2005, 2004, and 2003                                  Limited          General                                 Partners         Partner          Total                               ------------     ----------     ------------  Balance, Dec. 31, 2002         $2,405,219      ($ 87,091)      $2,318,128    Net income                   2,419,111        286,852        2,705,963    Cash distributions         ( 2,611,000)     ( 303,858)     ( 2,914,858)                                 ---------        -------        ---------  Balance, Dec. 31, 2003         $2,213,330      ($104,097)      $2,109,233    Net income                   2,534,550        297,437        2,831,987    Cash distributions         ( 2,337,000)     ( 281,846)     ( 2,618,846)                                 ---------        -------        ---------  Balance, Dec. 31, 2004         $2,410,880      ($ 88,506)      $2,322,374    Net income                   2,826,610        329,261        3,155,871    Cash distributions         ( 2,628,000)     ( 299,972)     ( 2,927,972)                                 ---------        -------        ---------  Balance, Dec. 31, 2005         $2,609,490      ($ 59,217)      $2,550,273                                 =========        =======        =========                                        The accompanying notes are an integral part of these                               financial statements.                                            F-4                        GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A                               Statements of Cash Flows                 For the Years Ended December 31, 2005, 2004, and 2003                                         2005            2004            2003                                    ------------    ------------    ------------ CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                       $3,155,871      $2,831,987      $2,705,963    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             173,536         165,482         186,388       Settlement of asset         retirement obligation             -        (       165)           -       Gain on sale of oil and         gas properties                    -        (     1,399)           -       Decrease in accounts         receivable - related         party                             -               -                 10       (Increase) decrease in         accounts receivable -         oil and gas sales          (   242,943)    (    79,554)        107,912       (Increase) decrease in         deferred charge            (     2,282)          7,691          65,187       Increase (decrease) in         accounts payable                43,321     (     2,055)    (     9,631)       Increase (decrease) in         gas imbalance payable      (     9,049)          4,420     (     5,182)       Increase (decrease) in         accrued liability          (     1,598)    (     5,328)            875                                      ---------       ---------       ---------     Net cash provided by       operating activities          $3,116,856      $2,921,079      $3,052,195                                      ---------       ---------       ---------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures            ($   18,286)    ($   68,482)    ($   53,311)    Proceeds from sale of oil       and gas properties                  -                375           1,902                                      ---------       ---------       ---------     Net cash used by       investing activities         ($   18,286)    ($   68,107)    ($   51,409)                                      ---------       ---------       ---------                                          F-5        CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions              ($2,927,972)    ($2,618,846)    ($2,914,858)                                      ---------       ---------       ---------     Net cash used by       financing activities         ($2,927,972)    ($2,618,846)    ($2,914,858)                                      ---------       ---------       ---------  NET INCREASE IN CASH AND    CASH EQUIVALENTS                 $  170,598      $  234,126      $   85,928  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD           $1,038,719         804,593         718,665                                      ---------       ---------       ---------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                 $1,209,317      $1,038,719      $  804,593                                      =========       =========       =========                                           The accompanying notes are an integral part of these                               financial statements.                                           F-6                 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B        In our opinion, the accompanying balance sheets and the related statements of  operations,  changes in partners'  capital  (deficit) and cash flows present fairly, in all material  respects,  the financial position of the Geodyne Energy Income Limited Partnership III-B, an Oklahoma limited  partnership,  at December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended  December 31, 2005,  in  conformity  with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Partnership's management. Our responsibility  is to express an opinion on these financial  statements based on our audits. We conducted our audits of these financial  statements in accordance with the  standards of the Public  Company  Accounting  Oversight  Board (United States).  Those  standards  require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the  amounts  and  disclosures  in  the  financial  statements,   assessing  the accounting  principles  used and significant  estimates made by management,  and evaluating the overall  financial  statement  presentation.  We believe that our audits provide a reasonable basis for our opinion.        As  discussed  in Note 1 of Notes to the  Financial  Statements  under the heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the Partnerships  changed  the manner in which  they  account  for asset  retirement obligations.                                         PricewaterhouseCoopers LLP          Tulsa, Oklahoma March 29, 2006                                           F-7                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B                                 Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                 2005              2004                                             ------------      ------------ CURRENT ASSETS:    Cash and cash equivalents                 $  604,086        $  556,249    Accounts receivable:       Oil and gas sales                         433,785           300,554                                               ---------         ---------          Total current assets                $1,037,871        $  856,803  NET OIL AND GAS PROPERTIES,    utilizing the successful    efforts method                               414,293           402,168  DEFERRED CHARGE                                 125,644           120,451                                               ---------         ---------                                              $1,577,808        $1,379,422                                               =========         =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable                          $   76,295        $   55,739    Gas imbalance payable                          9,707            14,760    Asset retirement obligation -       current (Note 1)                            9,255            31,869                                               ---------         ---------          Total current liabilities           $   95,257        $  102,368  LONG-TERM LIABILITIES:    Accrued liability                         $    9,664        $    9,828    Asset retirement obligation       (Note 1)                                  175,358            47,996                                               ---------         ---------          Total long-term liabilities         $  185,022        $   57,824  PARTNERS' CAPITAL (DEFICIT):    General Partner                          ($   35,041)      ($   58,429)    Limited Partners, issued and       outstanding, 138,336 Units              1,332,570         1,277,659                                               ---------         ---------          Total Partners' capital             $1,297,529        $1,219,230                                               ---------         ---------                                              $1,577,808        $1,379,422                                               =========         =========                The accompanying notes are an integral part of these                               financial statements.                                           F-8                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B                            Statements of Operations              For the Years Ended December 31, 2005, 2004, and 2003                                         2005             2004            2003                                     ----------       ----------     ------------ REVENUES:    Oil and gas sales                $2,488,197       $2,130,453      $2,207,562    Interest income                       9,610            3,114           2,971                                      ---------        ---------       ---------                                     $2,497,807       $2,133,567      $2,210,533  COSTS AND EXPENSES:    Lease operating                  $  421,904       $  309,872      $  334,283    Production tax                      232,374          176,618         174,948    Depreciation, depletion,       and amortization of oil       and gas properties                95,525           97,836         126,318    General and administrative          182,306          175,518         175,515                                      ---------        ---------       ---------                                     $  932,109       $  759,844      $  811,064                                      ---------        ---------       ---------  INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE             $1,565,698       $1,373,723      $1,399,469     Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                            -                -        (       586)                                      ---------        ---------       --------- NET INCOME                          $1,565,698       $1,373,723      $1,398,883                                      =========        =========       ========= GENERAL PARTNER - NET    INCOME                           $  246,787       $  219,288      $  227,153                                      =========        =========       ========= LIMITED PARTNERS - NET    INCOME                           $1,318,911       $1,154,435      $1,171,730                                      =========        =========       =========  NET INCOME per Unit                 $     9.53       $     8.35      $     8.47                                      =========        =========       =========  UNITS OUTSTANDING                      138,336          138,336         138,336                                      =========        =========       =========                  The accompanying notes are an integral part of these                               financial statements.                                           F-9                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B                    Statements of Partners' Capital (Deficit)              For the Years Ended December 31, 2005, 2004, and 2003                                      Limited        General                                    Partners       Partner         Total                                 ------------    ----------    ------------  Balance, Dec. 31, 2002           $1,357,494     ($ 48,554)     $1,308,940    Net income                     1,171,730       227,153       1,398,883    Cash distributions           ( 1,351,000)    ( 247,527)    ( 1,598,527)                                   ---------       -------       ---------  Balance, Dec. 31, 2003           $1,178,224     ($ 68,928)     $1,109,296    Net income                     1,154,435       219,288       1,373,723    Cash distributions           ( 1,055,000)    ( 208,789)    ( 1,263,789)                                   ---------       -------       ---------  Balance, Dec. 31, 2004           $1,277,659     ($ 58,429)     $1,219,230    Net income                     1,318,911       246,787       1,565,698    Cash distributions           ( 1,264,000)    ( 223,399)    ( 1,487,399)                                   ---------       -------       ---------  Balance, Dec. 31, 2005           $1,332,570     ($ 35,041)     $1,297,529                                   =========       =======       =========                                       The accompanying notes are an integral part of these                               financial statements.                                            F-10                           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B                                  Statements of Cash Flows                    For the Years Ended December 31, 2005, 2004, and 2003                                          2005            2004            2003                                     ------------    ------------    ------------ CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                        $1,565,698      $1,373,723      $1,398,883    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               95,525          97,836         126,318       Settlement of asset         retirement obligation              -        (       701)           -       Decrease in accounts         receivable - related         party                              -               -                  7       (Increase) decrease in         accounts receivable -         oil and gas sales           (   133,231)    (    26,258)         72,368       (Increase) decrease in         deferred charge             (     5,193)          7,966          55,865       Increase (decrease) in         accounts payable                 20,909     (     2,383)    (     4,784)       Increase (decrease) in         gas imbalance payable       (     5,053)          3,049     (       685)       Increase (decrease) in         accrued liability           (       164)    (     3,918)          1,228                                       ---------       ---------       ---------     Net cash provided by       operating activities           $1,538,491      $1,449,314      $1,649,786                                       ---------       ---------       ---------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures             ($    3,255)    ($   46,547)    ($   32,726)    Proceeds from sale of oil       and gas properties                   -               -                984                                       ---------       ---------       ---------     Net cash used by       investing activities          ($    3,255)    ($   46,547)    ($   31,742)                                       ---------       ---------       ---------                                          F-11     CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions               ($1,487,399)    ($1,263,789)    ($1,598,527)                                       ---------       ---------       ---------     Net cash used by       financing activities          ($1,487,399)    ($1,263,789)    ($1,598,527)                                       ---------       ---------       ---------  NET INCREASE IN CASH AND    CASH EQUIVALENTS                  $   47,837      $  138,978      $   19,517  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD               556,249         417,271         397,754                                       ---------       ---------       ---------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                  $  604,086      $  556,249      $  417,271                                       =========       =========       =========                                              The accompanying notes are an integral part of these                               financial statements.                                            F-12                 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C        In our opinion, the accompanying balance sheets and the related statements of  operations,  changes in partners'  capital  (deficit) and cash flows present fairly, in all material  respects,  the financial position of the Geodyne Energy Income Limited Partnership III-C, an Oklahoma limited  partnership,  at December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended  December 31, 2005,  in  conformity  with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Partnership's management. Our responsibility  is to express an opinion on these financial  statements based on our audits. We conducted our audits of these financial  statements in accordance with the  standards of the Public  Company  Accounting  Oversight  Board (United States).  Those  standards  require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the  amounts  and  disclosures  in  the  financial  statements,   assessing  the accounting  principles  used and significant  estimates made by management,  and evaluating the overall  financial  statement  presentation.  We believe that our audits provide a reasonable basis for our opinion.        As  discussed  in Note 1 of Notes to the  Financial  Statements  under the heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the Partnerships  changed  the manner in which  they  account  for asset  retirement obligations.                                               PricewaterhouseCoopers LLP     Tulsa, Oklahoma March 29, 2006                                           F-13                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C                                 Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                  2005              2004                                             ------------      ------------ CURRENT ASSETS:    Cash and cash equivalents                 $1,013,378        $  682,792    Accounts receivable:       Oil and gas sales                         884,091           583,009                                               ---------         ---------          Total current assets                $1,897,469        $1,265,801  NET OIL AND GAS PROPERTIES,    utilizing the successful    efforts method                             1,544,711         1,475,924  DEFERRED CHARGE                                  62,603            48,684                                               ---------         ---------                                              $3,504,783        $2,790,409                                               =========         =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable                          $  263,892        $  123,591    Gas imbalance payable                         76,928            83,181    Asset retirement obligation -       current (Note 1)                           19,679            38,950                                               ---------         ---------          Total current liabilities           $  360,499        $  245,722  LONG-TERM LIABILITIES:    Accrued liability                         $  124,681        $  170,532    Asset retirement obligation       (Note 1)                                  355,551           165,722                                               ---------         ---------          Total long-term liabilities         $  480,232        $  336,254  PARTNERS' CAPITAL (DEFICIT):    General Partner                          ($  105,515)      ($  136,932)    Limited Partners, issued and       outstanding, 244,536 Units              2,769,567         2,345,365                                               ---------         ---------          Total Partners' capital             $2,664,052        $2,208,433                                               ---------         ---------                                              $3,504,783        $2,790,409                                               =========         =========                The accompanying notes are an integral part of these                               financial statements.                                          F-14                           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C                                  Statements of Operations                    For the Years Ended December 31, 2005, 2004, and 2003                                        2005              2004             2003                                    ----------       ------------      ---------- REVENUES:    Oil and gas sales               $4,234,809        $3,334,518       $3,601,398    Interest income                     17,355             5,295            4,707    Gain (loss) on sale of oil        and gas properties                -          (       891)          16,854    Other income                         2,541              -                -                                     ---------         ---------        ---------                                    $4,254,705        $3,338,922       $3,622,959 COSTS AND EXPENSES:    Lease operating                 $  679,289        $  625,598       $  617,922    Production tax                     285,154           234,264          250,353    Depreciation, depletion,       and amortization of oil       and gas properties              229,070           442,183          204,186    General and administrative         297,767           291,575          293,086                                     ---------         ---------        ---------                                    $1,491,280        $1,593,620       $1,365,547                                     ---------         ---------        ---------  INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE            $2,763,425        $1,745,302       $2,257,412     Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                           -                 -               2,317                                     ---------         ---------        --------- NET INCOME                         $2,763,425        $1,745,302       $2,259,729                                     =========         =========        ========= GENERAL PARTNER -    NET INCOME                      $  295,223        $  213,797       $  243,670                                     =========         =========        ========= LIMITED PARTNERS -    NET INCOME                      $2,468,202        $1,531,505       $2,016,059                                     =========         =========        =========  NET INCOME per Unit                $    10.09        $     6.26       $     8.24                                     =========         =========        =========  UNITS OUTSTANDING                     244,536           244,536          244,536                                     =========         =========        =========                 The accompanying notes are an integral part of these                               financial statements.                                           F-15                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C                    Statements of Partners' Capital (Deficit)              For the Years Ended December 31, 2005, 2004, and 2003                                   Limited           General                                 Partners          Partner         Total                               ------------      ----------    ------------  Balance, Dec. 31, 2002         $2,517,801       ($150,636)     $2,367,165    Net income                   2,016,059         243,670       2,259,729    Cash distributions         ( 1,991,000)      ( 246,514)    ( 2,237,514)                                 ---------         -------       ---------  Balance, Dec. 31, 2003         $2,542,860       ($153,480)     $2,389,380    Net income                   1,531,505         213,797       1,745,302    Cash distributions         ( 1,729,000)      ( 197,249)    ( 1,926,249)                                 ---------         -------       ---------  Balance, Dec. 31, 2004         $2,345,365       ($136,932)     $2,208,433    Net income                   2,468,202         295,223       2,763,425    Cash distributions         ( 2,044,000)      ( 263,806)    ( 2,307,806)                                 ---------         -------       ---------  Balance, Dec. 31, 2005         $2,769,567       ($105,515)     $2,664,052                                 =========         =======       =========                                       The accompanying notes are an integral part of these                               financial statements.                                            F-16                           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C                                  Statements of Cash Flows                    For the Years Ended December 31, 2005, 2004, and 2003                                          2005            2004           2003                                     ------------    ------------   ------------ CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                        $2,763,425      $1,745,302     $2,259,729    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              229,070         442,183        204,186       (Gain) loss on sale of oil         and gas properties                 -                891    (    16,854)       Settlement of asset         retirement obligation              -        (       131)          -       (Increase) decrease in         accounts receivable -         oil and gas sales           (   301,082)    (   136,151)        71,516       (Increase) decrease in         deferred charge             (    13,919)          4,533          4,650       Increase (decrease) in         accounts payable                118,382          15,711    (    66,036)       Increase (decrease) in         gas imbalance payable       (     6,253)         44,994    (     5,736)       Increase (decrease) in         accrued liability           (    45,851)    (    32,226)         6,591                                       ---------       ---------      ---------     Net cash provided by       operating activities           $2,743,772      $2,085,106     $2,455,729                                       ---------       ---------      --------- CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures             ($  105,380)    ($  187,506)   ($   21,609)    Proceeds from sale of oil       and gas properties                   -               -            34,411                                       ---------       ---------      ---------     Net cash provided (used)       by investing activities       ($  105,380)    ($  187,506)    $   12,802                                       ---------       ---------      ---------                                          F-17      CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions               ($2,307,806)    ($1,926,249)   ($2,237,514)                                       ---------       ---------      ---------     Net cash used by       financing activities          ($2,307,806)    ($1,926,249)   ($2,237,514)                                       ---------       ---------      ---------  NET INCREASE (DECREASE) IN    CASH AND CASH EQUIVALENTS         $  330,586     ($   28,649)    $  231,017  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD               682,792         711,441        480,424                                       ---------       ---------      ---------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                  $1,013,378      $  682,792     $  711,441                                       =========       =========      =========                                              The accompanying notes are an integral part of these                               financial statements.                                            F-18                 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D        In our opinion, the accompanying balance sheets and the related statements of  operations,  changes in partners'  capital  (deficit) and cash flows present fairly, in all material  respects,  the financial position of the Geodyne Energy Income Limited Partnership III-D, an Oklahoma limited  partnership,  at December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended  December 31, 2005,  in  conformity  with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Partnership's management. Our responsibility  is to express an opinion on these financial  statements based on our audits. We conducted our audits of these financial  statements in accordance with the  standards of the Public  Company  Accounting  Oversight  Board (United States).  Those  standards  require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the  amounts  and  disclosures  in  the  financial  statements,   assessing  the accounting  principles  used and significant  estimates made by management,  and evaluating the overall  financial  statement  presentation.  We believe that our audits provide a reasonable basis for our opinion.        As  discussed  in Note 1 of Notes to the  Financial  Statements  under the heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the Partnerships  changed  the manner in which  they  account  for asset  retirement obligations.                                             PricewaterhouseCoopers LLP     Tulsa, Oklahoma March 29, 2006                                           F-19                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D                                 Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                   2005              2004                                              ------------      ------------ CURRENT ASSETS:    Cash and cash equivalents                  $  547,247        $  432,834    Accounts receivable:       Oil and gas sales                          527,187           340,185                                                ---------         ---------          Total current assets                 $1,074,434        $  773,019  NET OIL AND GAS PROPERTIES,    utilizing the successful    efforts method                                651,461           589,161  DEFERRED CHARGE                                   15,342             8,429                                                ---------         ---------                                               $1,741,237        $1,370,609                                                =========         =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable                           $  155,178        $  131,321    Gas imbalance payable                          42,943            41,607    Asset retirement obligation -       current (Note 1)                            17,420            11,975                                                ---------         ---------          Total current liabilities            $  215,541        $  184,903  LONG-TERM LIABILITIES:    Accrued liability                          $  153,747        $  191,685    Asset retirement obligation       (Note 1)                                   186,678            97,207                                                ---------         ---------          Total long-term liabilities          $  340,425        $  288,892  PARTNERS' CAPITAL (DEFICIT):    General Partner                           ($   29,279)      ($   55,158)    Limited Partners, issued and       outstanding, 131,008 Units               1,214,550           951,972                                                ---------         ---------          Total Partners' capital              $1,185,271        $  896,814                                                ---------         ---------                                               $1,741,237        $1,370,609                                                =========         =========                The accompanying notes are an integral part of these                               financial statements.                                          F-20                           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D                                  Statements of Operations                    For the Years Ended December 31, 2005, 2004, and 2003                                            2005           2004          2003                                        ----------    ------------   ---------- REVENUES:    Oil and gas sales                   $2,468,778     $1,894,897    $2,114,596    Interest income                          9,619          3,313         2,723    Gain (loss) on sale of       oil and gas properties                 -       (       128)       10,701    Other income                               364           -             -                                         ---------      ---------     ---------                                        $2,478,761     $1,898,082    $2,128,020 COSTS AND EXPENSES:    Lease operating                     $  430,119     $  361,742    $  381,051    Production tax                         166,085        132,611       147,379    Depreciation, depletion,       and amortization of oil       and gas properties                  118,445         96,020        97,024    General and administrative             173,805        171,351       167,388                                         ---------      ---------     ---------                                        $  888,454     $  761,724    $  792,842                                         ---------      ---------     ---------   INCOME FROM CONTINUING OPERATIONS      $1,590,307     $1,136,358    $1,335,178                                         ---------      ---------     ---------     Income (loss) from discontinued       operations (Note 6)                    -       (    96,495)      111,356     Gain on disposal of discontinued       operations (Note 6)                    -            10,368          -                                         ---------      ---------     ---------  INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE                $1,590,307     $1,050,231    $1,446,534     Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                               -              -            2,875                                         ---------      ---------     ---------  NET INCOME                             $1,590,307     $1,050,231    $1,449,409                                         =========      =========     =========                                          F-21      GENERAL PARTNER - NET    INCOME                              $  168,729     $  113,587    $  155,435                                         =========      =========     ========= LIMITED PARTNERS - NET    INCOME                              $1,421,578     $  936,644    $1,293,974                                         =========      =========     =========  NET INCOME per Unit                    $    10.85     $     7.15    $     9.88                                         =========      =========     =========  UNITS OUTSTANDING                         131,008        131,008       131,008                                         =========      =========     =========                                                   The accompanying notes are an integral part of these                               financial statements.                                           F-22                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D                    Statements of Partners' Capital (Deficit)              For the Years Ended December 31, 2005, 2004, and 2003                                   Limited          General                                 Partners         Partner           Total                               ------------      ----------     ------------  Balance, Dec. 31, 2002         $1,086,354       ($ 50,949)      $1,035,405    Net income                   1,293,974         155,435        1,449,409    Cash distributions         ( 1,251,000)      ( 152,047)     ( 1,403,047)                                 ---------         -------        ---------  Balance, Dec. 31, 2003         $1,129,328       ($ 47,561)      $1,081,767    Net income                     936,644         113,587        1,050,231    Cash distributions         ( 1,114,000)      ( 121,184)     ( 1,235,184)                                 ---------         -------        ---------  Balance, Dec. 31, 2004         $  951,972       ($ 55,158)      $  896,814    Net income                   1,421,578         168,729        1,590,307    Cash distributions         ( 1,159,000)      ( 142,850)     ( 1,301,850)                                 ---------         -------        ---------  Balance, Dec. 31, 2005         $1,214,550       ($ 29,279)      $1,185,271                                 =========         =======        =========                                       The accompanying notes are an integral part of these                               financial statements.                                            F-23                           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D                                  Statements of Cash Flows                    For the Years Ended December 31, 2005, 2004, and 2003                                           2005           2004            2003                                      ------------   ------------    ------------ CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                         $1,590,307     $1,050,231      $1,449,409    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               118,445         98,838         122,507       (Gain) loss on sale of         oil and gas properties              -               128     (    10,701)       Gain on disposal of         discontinued operations         (Note 6)                            -       (    10,368)           -       Settlement of asset         retirement obligation               -       (        17)           -       (Increase) decrease in         accounts receivable -         oil and gas sales            (   187,002)   (       719)         46,558       (Increase) decrease in         deferred charge              (     6,913)         1,523             997       Increase (decrease) in         accounts payable             (    16,403)        45,198     (    88,096)       Increase in gas         imbalance payable                  1,336         36,418           5,189       Decrease in accrued         liability                    (    37,938)   (    55,619)    (     4,494)                                        ---------      ---------       ---------    Net cash provided by       operating activities            $1,461,832     $1,165,613      $1,518,494                                        ---------      ---------       ---------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures              ($   45,569)   ($   24,743)    ($    6,141)    Proceeds from sale of oil       and gas properties                    -              -             23,232    Proceeds from disposal of       discontinued operations       (Note 6)                              -            88,586            -                                        ---------      ---------       ---------                                          F-24        Net cash provided (used)       by investing activities        ($   45,569)    $   63,843      $   17,091                                        ---------      ---------       --------- CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions                ($1,301,850)   ($1,235,184)    ($1,403,047)                                        ---------      ---------       ---------     Net cash used by       financing activities           ($1,301,850)   ($1,235,184)    ($1,403,047)                                        ---------      ---------       ---------  NET INCREASE (DECREASE) IN    CASH AND CASH EQUIVALENTS          $  114,413    ($    5,728)     $  132,538  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD                432,834        438,562         306,024                                        ---------      ---------       ---------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                   $  547,247     $  432,834      $  438,562                                        =========      =========        =========                                           The accompanying notes are an integral part of these                               financial statements.                                            F-25                 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E        In our opinion, the accompanying balance sheets and the related statements of  operations,  changes in partners'  capital  (deficit) and cash flows present fairly, in all material  respects,  the financial position of the Geodyne Energy Income Limited Partnership III-E, an Oklahoma limited  partnership,  at December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended  December 31, 2005,  in  conformity  with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Partnership's management. Our responsibility  is to express an opinion on these financial  statements based on our audits. We conducted our audits of these financial  statements in accordance with the  standards of the Public  Company  Accounting  Oversight  Board (United States).  Those  standards  require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the  amounts  and  disclosures  in  the  financial  statements,   assessing  the accounting  principles  used and significant  estimates made by management,  and evaluating the overall  financial  statement  presentation.  We believe that our audits provide a reasonable basis for our opinion.        As  discussed  in Note 1 of Notes to the  Financial  Statements  under the heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the Partnerships  changed  the manner in which  they  account  for asset  retirement obligations.                                         PricewaterhouseCoopers LLP           Tulsa, Oklahoma March 29, 2006                                           F-26                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E                                 Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                  2005              2004                                             ------------      ------------ CURRENT ASSETS:    Cash and cash equivalents                 $1,460,559        $1,413,497    Accounts receivable:       Oil and gas sales                       1,272,925           849,754                                               ---------         ---------          Total current assets                $2,733,484        $2,263,251  NET OIL AND GAS PROPERTIES,    utilizing the successful    efforts method                             1,981,508         1,942,054  DEFERRED CHARGE                                  40,254            48,978                                               ---------         ---------                                              $4,755,246        $4,254,283                                               =========         =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable                          $  324,885        $  768,152    Gas imbalance payable                         16,538             5,643    Asset retirement obligation -       current (Note 1)                           23,971            28,411                                               ---------         ---------          Total current liabilities           $  365,394        $  802,206  LONG-TERM LIABILITIES:    Accrued liability                         $  254,420        $  301,594    Asset retirement obligation       (Note 1)                                  413,791           188,764                                               ---------         ---------          Total long-term liabilities         $  668,211        $  490,358  PARTNERS' CAPITAL (DEFICIT):    General Partner                          ($  197,010)      ($  316,058)    Limited Partners, issued and       outstanding, 418,266 Units              3,918,651         3,277,777                                               ---------         ---------          Total Partners' capital             $3,721,641        $2,961,719                                               ---------         ---------                                              $4,755,246        $4,254,283                                               =========         =========                The accompanying notes are an integral part of these                               financial statements.                                          F-27                           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E                                  Statements of Operations                    For the Years Ended December 31, 2005, 2004, and 2003                                         2005            2004             2003                                     ----------     ------------      ---------- REVENUES:    Oil and gas sales                $6,027,303      $4,633,713       $4,472,543    Interest income                      24,217          10,677            5,786    Gain on sale of       oil and gas properties              -               -              76,301                                      ---------       ---------        ---------                                     $6,051,520      $4,644,390       $4,554,630  COSTS AND EXPENSES:    Lease operating                  $1,108,841      $  994,188       $1,047,478    Production tax                      409,955         365,443          278,317    Depreciation, depletion,       and amortization of oil       and gas properties               339,544         196,510          221,181    General and administrative          489,834         488,702          487,927                                      ---------       ---------        ---------                                     $2,348,174      $2,044,843       $2,034,903                                      ---------       ---------        ---------  INCOME FROM CONTINUING    OPERATIONS                       $3,703,346      $2,599,547       $2,519,727                                      ---------       ---------        ---------    Income (loss) from       discontinued operations       (Note 6)                            -        (   687,645)         785,456     Gain on disposal of       discontinued operations       (Note 6)                            -             88,757             -                                      ---------       ---------        ---------  INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE             $3,703,346      $2,000,659       $3,305,183     Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                            -               -               2,725                                      ---------       ---------        ---------  NET INCOME                          $3,703,346      $2,000,659       $3,307,908                                      =========       =========        =========                                          F-28      GENERAL PARTNER - NET    INCOME                           $  398,472      $  218,415       $  367,060                                      =========       =========        ========= LIMITED PARTNERS - NET    INCOME                           $3,304,874      $1,782,244       $2,940,848                                      =========       =========        =========  NET INCOME per Unit                 $     7.90      $     4.26       $     7.03                                      =========       =========        =========  UNITS OUTSTANDING                      418,266         418,266          418,266                                      =========       =========        =========                                                  The accompanying notes are an integral part of these                               financial statements.                                            F-29                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E                    Statements of Partners' Capital (Deficit)              For the Years Ended December 31, 2005, 2004, and 2003                                    Limited          General                                  Partners         Partner         Total                                ------------     ----------     ------------  Balance, Dec. 31, 2002          $3,492,685      ($250,684)      $3,242,001    Net income                    2,940,848        367,060        3,307,908    Cash distributions          ( 2,131,000)     ( 293,610)     ( 2,424,610)                                  ---------        -------        ---------  Balance, Dec. 31, 2003          $4,302,533      ($177,234)      $4,125,299    Net income                    1,782,244        218,415        2,000,659    Cash distributions          ( 2,807,000)     ( 357,239)     ( 3,164,239)                                  ---------        -------        ---------  Balance, Dec. 31, 2004          $3,277,777      ($316,058)      $2,961,719    Net income                    3,304,874        398,472        3,703,346    Cash distributions          ( 2,664,000)     ( 279,424)     ( 2,943,424)                                  ---------        -------        ---------  Balance, Dec. 31, 2005          $3,918,651      ($197,010)      $3,721,641                                  =========        =======        =========                                       The accompanying notes are an integral part of these                               financial statements.                                          F-30                           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E                                  Statements of Cash Flows                    For the Years Ended December 31, 2005, 2004, and 2003                                           2005            2004          2003                                      ------------    ------------  ------------ CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                         $3,703,346      $2,000,659    $3,307,908    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               339,544         215,745       412,149       Gain on sale of oil and         gas properties                      -               -      (    76,301)       Gain on disposal of         discontinued operations         (Note 6)                            -        (    88,757)         -       Settlement of asset         retirement obligation        (       345)    (       319)  (     1,848)       (Increase) decrease in         accounts receivable -         oil and gas sales            (   423,171)        237,935   (   162,862)       Decrease in deferred charge          8,724             718        19,480       Increase (decrease) in         accounts payable             (   500,913)        342,489   (   331,565)       Decrease in accrued         liability - other                   -               -      (   122,289)       Increase in gas imbalance         payable                           10,895           2,907          -       Increase (decrease) in         accrued liability            (    47,174)    (    41,237)       14,199                                        ---------       ---------     ---------     Net cash provided by       operating activities            $3,090,906      $2,670,140    $3,056,146                                        ---------       ---------     --------- CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures              ($  100,420)    ($  237,849)  ($   21,436)    Proceeds from sale of oil       and gas properties                    -               -          101,704    Proceeds from disposal of       discontinued operations       (Note 6)                              -            632,221          -                                        ---------       ---------     ---------                                          F-31        Net cash provided (used)       by investing activities        ($  100,420)     $  394,372    $   80,268                                        ---------       ---------     ---------  CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions                ($2,943,424)    ($3,164,239)  ($2,424,610)                                        ---------       ---------     ---------     Net cash used by       financing activities           ($2,943,424)    ($3,164,239)  ($2,424,610)                                        ---------       ---------     ---------  NET INCREASE (DECREASE) IN    CASH AND CASH EQUIVALENTS          $   47,062     ($   99,727)   $  711,804  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD              1,413,497       1,513,224       801,420                                        ---------       ---------     ---------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                   $1,460,559      $1,413,497    $1,513,224                                        =========       =========     =========                                           The accompanying notes are an integral part of these                               financial statements.                                           F-32                 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F        In our opinion, the accompanying balance sheets and the related statements of  operations,  changes in partners'  capital  (deficit) and cash flows present fairly, in all material  respects,  the financial position of the Geodyne Energy Income Limited Partnership III-F, an Oklahoma limited  partnership,  at December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended  December 31, 2005,  in  conformity  with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Partnership's management. Our responsibility  is to express an opinion on these financial  statements based on our audits. We conducted our audits of these financial  statements in accordance with the  standards of the Public  Company  Accounting  Oversight  Board (United States).  Those  standards  require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the  amounts  and  disclosures  in  the  financial  statements,   assessing  the accounting  principles  used and significant  estimates made by management,  and evaluating the overall  financial  statement  presentation.  We believe that our audits provide a reasonable basis for our opinion.        As  discussed  in Note 1 of Notes to the  Financial  Statements  under the heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the Partnerships  changed  the manner in which  they  account  for asset  retirement obligations.                                         PricewaterhouseCoopers LLP           Tulsa, Oklahoma March 29, 2006                                           F-33                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F                                 Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                 2005              2004                                             ------------      ------------ CURRENT ASSETS:    Cash and cash equivalents                 $1,062,866        $  696,460    Accounts receivable:       Oil and gas sales                         797,469           548,005                                               ---------         ---------          Total current assets                $1,860,335        $1,244,465  NET OIL AND GAS PROPERTIES,    utilizing the successful    efforts method                             1,680,470         1,727,931  DEFERRED CHARGE                                  17,132            21,947                                               ---------         ---------                                              $3,557,937        $2,994,343                                               =========         =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable                          $  176,398        $   92,446    Gas imbalance payable                         13,857             4,721    Asset retirement obligation -       current (Note 1)                            1,948             8,552                                               ---------         ---------          Total current liabilities           $  192,203        $  105,719  LONG-TERM LIABILITIES:    Accrued liability                         $   84,584        $  105,877    Asset retirement obligation       (Note 1)                                  276,256           141,647                                               ---------         ---------          Total long-term liabilities         $  360,840        $  247,524  PARTNERS' CAPITAL (DEFICIT):    General Partner                          ($  126,897)      ($  142,055)    Limited Partners, issued and       outstanding, 221,484 Units              3,131,791         2,783,155                                               ---------         ---------          Total Partners' capital             $3,004,894        $2,641,100                                               ---------         ---------                                              $3,557,937        $2,994,343                                               =========         =========                The accompanying notes are an integral part of these                               financial statements.                                          F-34                           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F                                  Statements of Operations                    For the Years Ended December 31, 2005, 2004, and 2003                                        2005             2004              2003                                    ----------       ----------        ---------- REVENUES:    Oil and gas sales               $3,867,955       $2,941,732        $2,479,778    Interest income                     15,044            3,841             2,295                                     ---------        ---------         ---------                                    $3,882,999       $2,945,573        $2,482,073  COSTS AND EXPENSES:    Lease operating                 $  629,921       $  569,410        $  615,422    Production tax                     207,776          157,277           139,080    Depreciation, depletion,       and amortization of oil       and gas properties              207,776          161,752           215,975    General and administrative         273,110          266,912           267,876                                     ---------        ---------         ---------                                    $1,318,583       $1,155,351        $1,238,353                                     ---------        ---------         --------- INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE            $2,564,416       $1,790,222        $1,243,720     Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                           -                -                3,712                                     ---------        ---------         ---------  NET INCOME                         $2,564,416       $1,790,222        $1,247,432                                     =========        =========         ========= GENERAL PARTNER - NET    INCOME                          $  135,780       $   95,789        $   70,747                                     =========        =========         ========= LIMITED PARTNERS - NET    INCOME                          $2,428,636       $1,694,433        $1,176,685                                     =========        =========         =========  NET INCOME per Unit                $    10.97       $     7.65        $     5.31                                     =========        =========         =========  UNITS OUTSTANDING                     221,484          221,484           221,484                                     =========        =========         =========                 The accompanying notes are an integral part of these                               financial statements.                                           F-35                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F                    Statements of Partners' Capital (Deficit)              For the Years Ended December 31, 2005, 2004, and 2003                                  Limited           General                                Partners          Partner         Total                              ------------      ----------     ------------  Balance, Dec. 31, 2002        $2,245,037       ($159,621)      $2,085,416    Net income                  1,176,685          70,747        1,247,432    Cash distributions        ( 1,047,000)      (  67,482)     ( 1,114,482)                                ---------         -------        ---------  Balance, Dec. 31, 2003        $2,374,722       ($156,356)      $2,218,366    Net income                  1,694,433          95,789        1,790,222    Cash distributions        ( 1,286,000)      (  81,488)     ( 1,367,488)                                ---------         -------        ---------  Balance, Dec. 31, 2004        $2,783,155       ($142,055)      $2,641,100    Net income                  2,428,636         135,780        2,564,416    Cash distributions        ( 2,080,000)      ( 120,622)     ( 2,200,622)                                ---------         -------        ---------  Balance, Dec. 31, 2005        $3,131,791       ($126,897)      $3,004,894                                =========         =======        =========                                       The accompanying notes are an integral part of these                               financial statements.                                            F-36                            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F                                  Statements of Cash Flows                    For the Years Ended December 31, 2005, 2004, and 2003                                           2005            2004           2003                                      ------------    ------------   ------------ CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                         $2,564,416      $1,790,222     $1,247,432    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               207,776         161,752        215,975       Settlement of asset         retirement obligation               -               -       (       903)       Increase in accounts         receivable - oil and         gas sales                    (   249,464)    (   195,540)   (     4,165)       Decrease in deferred charge          4,815             290          7,709       Increase (decrease) in         accounts payable                  84,991     (    12,362)   (    21,845)       Decrease in accrued         liability - other                   -               -       (   102,690)       Increase in gas         imbalance payable                  9,136           2,426           -       Increase (decrease) in         accrued liability            (    21,293)    (    25,891)        13,763                                        ---------       ---------      ---------     Net cash provided by       operating activities            $2,600,377      $1,720,897     $1,351,564                                        ---------       ---------      ---------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures              ($   33,349)    ($  180,521)   ($   16,762)    Proceeds from sale of oil       and gas properties                    -              1,654         17,010                                        ---------       ---------      ---------     Net cash provided (used)       by investing activities        ($   33,349)    ($  178,867)    $      248                                        ---------       ---------      ---------                                          F-37     CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions                ($2,200,622)    ($1,367,488)   ($1,114,482)                                        ---------       ---------      ---------     Net cash used by       financing activities           ($2,200,622)    ($1,367,488)   ($1,114,482)                                        ---------       ---------      ---------  NET INCREASE IN CASH    AND CASH EQUIVALENTS               $  366,406      $  174,542     $  237,330  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD                696,460         521,918        284,588                                        ---------       ---------      ---------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                   $1,062,866      $  696,460     $  521,918                                        =========       =========      =========                                               The accompanying notes are an integral part of these                               financial statements.                                           F-38                 GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS                          Notes to Financial Statements              For the Years Ended December 31, 2005, 2004, and 2003  1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        Organization and Nature of Operations        The Geodyne Energy Income Limited  Partnerships (the  "Partnerships") were formed  pursuant  to a public  offering  of  depositary  units  ("Units").  Upon formation,  investors became limited partners (the "Limited  Partners") and held Units  issued  by  each  Partnership.  Geodyne  Resources,  Inc.  (the  "General Partner") is the general  partner of each  Partnership.  Limited Partner capital contributions   were  invested  in  producing  oil  and  gas   properties.   The Partnerships  were activated on the following  dates with the following  Limited Partner capital contributions.                                                        Limited Partner                                    Date of               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        Pursuant to the terms of the partnership  agreements for the  Partnerships (the  "Partnership  Agreements") the Partnerships were 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 Annual  Report on Form 10-K ("Annual  Report"),  the General Partner  has  extended  the term of the  Partnerships  for the fourth  extension period.  Therefore, the Partnerships are currently scheduled to terminate on the dates indicated in the "Current Termination Date" column of the following chart.                       Initial           Extensions          Current Partnership     Termination Date       Exercised      Termination Date - -----------    ------------------      ---------      ------------------    III-A       November 22, 1999           4          November 22, 2007    III-B       January 24, 2000            4          December 31, 2007    III-C       February 28, 2000           4          December 31, 2007    III-D       September 5, 2000           4          December 31, 2007    III-E       December 26, 2000           4          December 31, 2007    III-F       March 7, 2001               4          December 31, 2007                                           F-39           The General Partner has not determined  whether it will further extend the term of any Partnership.        An affiliate of the General  Partner owned the following Units at December 31, 2005:                                    Number of           Percent of             Partnership          Units Owned          Outstanding             -----------          -----------          -----------                 III-A                66,383               25.2%                III-B                33,507               24.2%                III-C                68,554               28.0%                III-D                37,728               28.8%                III-E               124,534               29.8%                III-F                68,853               31.1%        The  Partnerships'  sole business is the development and production of oil and gas.  Substantially  all of the  Partnerships'  gas production is being sold regionally  on the "spot  market." Due to the highly  competitive  nature of the spot market, prices on the spot market are subject to wide seasonal and regional pricing  fluctuations.  In addition,  such spot market sales are generally short term in nature and are dependent upon obtaining transportation services provided by pipelines.  The Partnerships' oil is sold at or near the Partnerships'  wells under  short-term  purchase  contracts  at  prevailing  arrangements  which  are customary in the oil industry. The prices received for the Partnerships' oil and gas are subject to influences such as global consumption and supply trends.         Allocation of Costs and Revenues        The  terms  of  each  Partnership's  Limited  Partnership  Agreement  (the "Partnership  Agreement") allocate costs and income between the Limited Partners and the General Partner as follows:                                                          F-40                                        Before Payout (1)        After Payout(1)                                 --------------------    --------------------                                 General     Limited     General     Limited                                 Partner     Partners    Partner     Partners                                 --------    --------    --------    --------         Costs(2) - ------------------------ Sales commissions, payment    for organization and    offering costs and    management fee                  1%          99%          -           - Property acquisition    costs                           1%          99%          1%         99% Identified development    drilling                        1%          99%          1%         99% Development drilling(2)            5%          95%         15%         85% General and administra-    tive costs, direct    administrative costs    and operating costs(2)          5%          95%         15%         85%          Income(2) - ------------------------ Temporary investments of    Limited Partners'    subscriptions                   1%          99%          1%         99% Income from oil and gas    production(2)                   5%          95%         15%         85% Gain on sale of    producing properties(2)         5%          95%         15%         85% All other income(2)                5%          95%         15%         85%  - ---------- (1)   Payout occurs when total  distributions  to Limited  Partners  equal total       original Limited Partner subscriptions. (2)   If at payout the Limited Partners have received distributions at an annual       rate less than 12% of their  subscriptions,  the  percentage of income and       costs  allocated to the General  Partner will increase to only 10% and the       Limited Partners will be allocated 90%. Thereafter, if the distribution to       Limited Partners reaches an average annual rate of 12% the allocation will       change to 15% to the General Partner and 85% to the Limited Partners.         The Partnerships' payout dates and current general partner/limited partner sharing ratio of costs and income are shown on the following chart:                                          F-41                                                                Current                                Payout                 Costs and Income       Partnership             Occurred                     Sharing       -----------          -------------              ----------------          III-A             2nd Qtr. 2000                    10%/90%          III-B             1st Qtr. 1998                    15%/85%          III-C             4th Qtr. 2001                    10%/90%          III-D             3rd Qtr. 2001                    10%/90%          III-E             3rd Qtr. 2001                    10%/90%          III-F             Not Paid Out(1)                   5%/95%  - ----------------- (1)   The III-F  Partnership  achieved  payout during the first quarter of 2006.       After payout,  operations and revenues for the III-F  Partnership  will be       allocated  using  after  payout  percentages.   After  payout  percentages       allocate  operating income and expenses 10% to the General Partner and 90%       to the Limited Partners.         Cash and Cash Equivalents        The Partnerships consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are not insured, which cause the Partnerships to be subject to risk.         Credit Risks        Accrued  oil and gas sales  which  are due from a  variety  of oil and gas purchasers  subject the  Partnerships to a concentration of credit risk. Some of these purchasers are discussed in Note 3 - Major Customers.         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.                                           F-42           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  units-of-production method.   The  Partnerships'   calculation  of  depreciation,   depletion,   and amortization  includes  estimated  dismantlement  and abandonment  costs, net of estimated salvage values. The depreciation,  depletion,  and amortization rates, which  include  accretion of the asset  retirement  obligation,  per  equivalent barrel of oil produced during the years ended December 31, 2005,  2004, and 2003 were as follows:               Partnership       2005        2004        2003(1)             -----------       -----       -----       -------                 III-A          $1.78       $1.45        $1.42                III-B           1.90        1.71         1.76                III-C           2.40        4.38         1.63                III-D           2.09        1.68         1.28                III-E           2.48        1.37         1.36                III-F           2.51        1.83         2.41  - ---------------- (1)   The amounts  for the III-D and III-E  Partnerships  have been  restated to       reflect the sale of the Jay Field during 2004 as a discontinued operation.       See Note 6 for more information about this discontinued operation.         When complete units of depreciable property are retired or sold, the asset cost,  related   accumulated   depreciation,   and  remaining  asset  retirement obligation,  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.        The  Partnerships  evaluate the  recoverability  of the carrying  costs of their proved oil and gas properties at the field level. If the unamortized costs of oil and gas properties within a field exceed 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 discounted  future cash flows from the  properties.  No impairment  provisions  were  recorded by the  Partnerships during the three years ended December 31, 2005.  The risk that the  Partnerships will be required to record impairment  provisions in the future increases as oil and gas prices decrease.         Deferred Charge        Deferred Charge  represents  costs deferred for lease  operating  expenses incurred in connection with the Partnerships'                                          F-43     underproduced gas imbalance positions. The rate used in calculating the deferred charge is the average of the annual  production  costs per Mcf. At December  31, 2005 and 2004,  cumulative total gas sales volumes for underproduced  wells were less than the  Partnerships'  pro-rata share of total gas production  from these wells by the following amounts:                                  2005                       2004                         --------------------       --------------------       Partnership         Mcf        Amount          Mcf        Amount       -----------       -------     --------       -------     --------           III-A          217,477     $190,240       216,217     $187,958          III-B          110,907      125,644       108,897      120,451          III-C           92,496       62,603        82,810       48,684          III-D           12,461       15,342         8,260        8,429          III-E           20,422       40,254        24,848       48,978          III-F           15,507       17,132        19,865       21,947         Accrued Liability        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 accrued liability is the average of the annual  production costs per Mcf. At December 31, 2005 and 2004,  cumulative total gas sales  volumes  for  overproduced  wells  exceeded  the  Partnerships' pro-rata  share  of total  gas  production  from  these  wells by the  following amounts:                                 2005                        2004                         --------------------       --------------------    Partnership            Mcf        Amount          Mcf        Amount    -----------          -------     --------       -------     --------        III-A              31,198     $ 27,120        33,036     $ 28,718       III-B               8,738        9,664         8,886        9,828       III-C             204,788      124,681       280,099      170,532       III-D             150,673      153,747       187,853      191,685       III-E             129,075      254,420       153,008      301,594       III-F              76,561       84,584        95,834      105,877         Oil and Gas Sales and Gas Imbalance Payable        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                                          F-44     reserves. During such times as a Partnership's sales of gas exceed its pro rata  ownership  in a well,  such sales are  recorded  as revenue unless  total  sales  from the well have  exceeded  the  Partnership's  share of estimated total gas reserves underlying the property,  at which time such excess is recorded as a liability.  The rates per Mcf used to calculate  this liability are based on the average  gas prices for which the  Partnerships  are  currently settling this liability.  At December 31, 2005 and 2004 total sales exceeded the Partnerships' share of estimated total gas reserves as follows:                                 2005                       2004                         -------------------        -------------------    Partnership            Mcf        Amount          Mcf        Amount    -----------          ------      -------        ------      -------        III-A             11,773      $17,660        17,806      $26,709       III-B              6,471        9,707         9,840       14,760       III-C             52,079       76,928        55,454       83,181       III-D             28,742       42,943        27,738       41,607       III-E             11,025       16,538         3,762        5,643       III-F              9,238       13,857         3,147        4,721   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 the current  estimates  of total gas reserves for the well or by a negotiated or contractual payment to the underproduced party.        The Partnerships have not entered into any hedging or derivative contracts in connection with their production and sale of oil and gas.         General and Administrative Overhead        The General  Partner and its  affiliates are reimbursed for actual general and  administrative  costs  incurred  and  attributable  to the  conduct  of the business affairs and operations of the Partnerships.         Use of Estimates in Financial Statements        The  preparation  of financial  statements  in conformity  with  generally accepted  accounting  principles  requires  management  to  make  estimates  and assumptions  that  affect the  reported  amounts of assets and  liabilities  and disclosure of  contingent  assets and  liabilities  at the date of the financial statements  and the  reported  amounts  of  revenues  and  expenses  during  the reporting period. Actual results could differ from those estimates. Further, the deferred charge, the gas imbalance payable, the                                          F-45     asset retirement  obligations,  and the accrued  liability all involve estimates which could  materially  differ from the actual amounts  ultimately  realized or incurred  in the near  term.  Oil and gas  reserves  (see  Note 4) also  involve significant  estimates  which could  materially  differ from the actual  amounts ultimately realized.         Income Taxes        Income or loss for income tax  purposes  is  includable  in the income tax returns of the partners.  Accordingly,  no recognition  has been given to income taxes in these financial statements.         Asset Retirement Obligation        The Partnerships' wells must be properly plugged and abandoned after their oil and gas reserves are exhausted.  FAS No. 143 requires the estimated plugging and  abandonment  obligations  to be  recognized in the period in which they are incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of fair value can be made and to be capitalized  as part of the carrying  amount of the well.  Estimated  abandonment  dates will be revised in the future  based on changes to related economic lives, which vary with product prices and production costs.  Estimated  plugging  costs  may also be  adjusted  to  reflect  changing industry  experience.  On January 1, 2003, the Partnerships  adopted FAS No. 143 "Accounting  for Asset  Retirement  Obligations"  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. During the year ended December 31, 2005, the Partnerships asset retirement  obligations were revised upward due to an increase in both the labor and rig costs  associated  with  plugging  wells.  Cash flows would not be affected until wells are actually plugged and abandoned.        The asset retirement  obligation is adjusted upwards each quarter in order to recognize  accretion of the time-related  discount factor. For the year ended December 31, 2005, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships recognized  approximately  $81,000,  $52,000,  $71,000,  $44,000,  $96,000,  and $38,000,   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 years ended December 31, 2005 and 2004 are as shown below.                                          F-46                                      III-A Partnership                                 -----------------                                                2005                2004                                           ----------        ------------ Total Asset Retirement   Obligation, January 1                    $114,955          $  114,993 Revisions                                   157,334                 466 Settlements and disposals                      -            (     4,865) Accretion expense                            12,967               4,361                                             -------           --------- Total Asset Retirement   Obligation, December 31                  $285,256          $  114,955                                             =======           ========= Asset Retirement Obligation -   Current                                  $ 14,606          $   18,336 Asset Retirement Obligation -   Long-Term                                 270,650              96,619                                      III-B Partnership                                 -----------------                                                2005               2004                                           ----------        ------------ Total Asset Retirement   Obligation, January 1                    $ 79,865          $   83,211 Revisions                                    96,512         (     2,532) Settlements and disposals                      -            (     3,801) Accretion expense                             8,236               2,987                                             -------           --------- Total Asset Retirement   Obligation, December 31                  $184,613          $   79,865                                             =======           ========= Asset Retirement Obligation -   Current                                  $  9,255          $   31,869 Asset Retirement Obligation -   Long-Term                                 175,358              47,996                                          F-47                                     III-C Partnership                                 -----------------                                                2005               2004                                           ----------        ------------ Total Asset Retirement   Obligation, January 1                    $204,672          $  194,453 Additions                                     1,809               2,307 Revisions                                   152,220                 171 Settlements and disposals                      -            (       131) Accretion expense                            16,529               7,872                                             -------           --------- Total Asset Retirement   Obligation, December 31                  $375,230          $  204,672                                             =======           ========= Asset Retirement Obligation -   Current                                  $ 19,679          $   38,950 Asset Retirement Obligation -   Long-Term                                 355,551             165,722                                    III-D Partnership                                 -----------------                                                2005               2004                                           ----------        ------------ Total Asset Retirement   Obligation, January 1                    $109,182          $  314,031 Additions                                       592               1,054 Revisions                                    85,391                - Settlements and disposals                      -            (        17) Accretion expense                             8,933               6,941 Discontinued operations                        -            (   212,827)                                             -------           --------- Total Asset Retirement   Obligation, December 31                  $204,098          $  109,182                                             =======           ========= Asset Retirement Obligation -   Current                                  $ 17,420          $   11,975 Asset Retirement Obligation -   Long-Term                                 186,678              97,207                                          F-48                                     III-E Partnership                                 -----------------                                                2005               2004                                           ----------        ------------ Total Asset Retirement   Obligation, January 1                    $217,175          $1,768,863 Additions                                       750                 922 Revisions                                   205,703                - Settlements and disposals                 (   5,091)        (     6,252) Accretion expense                            19,225              27,245 Discontinued operations                        -            ( 1,573,603)                                             -------           --------- Total Asset Retirement   Obligation, December 31                  $437,762          $  217,175                                             =======           ========= Asset Retirement Obligation -   Current                                  $ 23,971          $   28,411 Asset Retirement Obligation -   Long-Term                                 413,791             188,764                                    III-F Partnership                                 -----------------                                                2005               2004                                           ----------        ------------ Total Asset Retirement   Obligation, January 1                    $150,199          $  142,977 Additions                                      -                    774 Revisions                                   114,910                - Accretion expense                            13,095               6,448                                             -------           --------- Total Asset Retirement   Obligation, December 31                  $278,204          $  150,199                                             =======           ========= Asset Retirement Obligation -   Current                                  $  1,948          $    8,552 Asset Retirement Obligation -   Long-Term                                 276,256             141,647     2. TRANSACTIONS WITH RELATED PARTIES        The  Partnerships  reimburse  the  General  Partner  for the  general  and administrative  overhead applicable to the Partnerships,  based on an allocation of actual costs  incurred by the General  Partner.  When actual  costs  incurred benefit other Partnerships and affiliates, the allocation of costs is based on                                          F-49     the  relationship of the  Partnerships'  reserves to the total reserves owned by all  Partnerships  and affiliates.  The General Partner believes this allocation method is reasonable.  Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amounts charged to the Partnerships  have not fluctuated due to the expense  limitations imposed by the  Partnership  Agreement.  The  following is a summary of payments made to the General  Partner or its affiliates by the  Partnerships  for general and  administrative  overhead costs for the years ended December 31, 2005, 2004, and 2003:                Partnership         2005           2004           2003             -----------       --------       --------       --------                 III-A          $277,872       $277,872       $277,872                III-B           145,620        145,620        145,620                III-C           257,412        257,412        257,412                III-D           137,904        137,904        137,904                III-E           440,280        440,280        440,280                III-F           233,136        233,136        233,136        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 these activities,  together with any compressor rentals, consulting, or other services provided.   3. MAJOR CUSTOMERS        The following table sets forth purchasers who  individually  accounted for ten  percent or more of each  Partnership's  combined  oil and gas sales  during 2005, 2004, and 2003:      Partnership              Purchaser                      Percentage    -----------      ------------------------       --------------------------                                                    2005       2004      2003                                                    -----      -----     -----        III-A         ConocoPhillips Company                       ("ConocoPhillips")           29.7%        -         -                     Gulfterra Central Point                       Allocation                       ("Gulfterra")                23.2%      12.2%       -                     Eaglwing Trading, Inc.                       ("Eaglwing")                   -        26.9%     27.0%                     Valero Industrial Gas                       L.P. ("Valero")                -          -       23.9%                                            F-50           III-B         ConocoPhillips                 37.6%        -         -                     Gulfterra                      20.8%      11.0%       -                     Eaglwing                         -        33.8%     32.0%                     Valero                           -          -       20.3%         III-C         ONEOK Texas Energy                       Resources ("ONEOK")          19.1%      13.4%       -                     Duke Energy Field                       Services, Inc. ("Duke")      16.9%      18.3%     19.6%                     Cinergy Marketing Company                       ("Cinergy")                  10.4%      14.5%     23.2%                     Enogex Services                       Corporation                  10.3%      11.5%       -                     ONEOK Field Services                       Company ("ONEOK FSC")          -        13.3%     17.7%        III-D         ONEOK                          28.3%      18.0%       -                     Cinergy                        14.9%      19.1%     28.1%                     Duke                           13.8%      14.1%     14.5%                     Eaglwing                         -        16.2%     23.9%                     ONEOK FSC                        -        10.8%     15.2%        III-E         Duke                           18.2%      15.1%     13.7%                     Red Desert Central                       Point Allocation                       ("Red Desert")               17.5%        -         -                     Sempra Energy Trading                       Corp. ("Sempra")             16.2%      11.6%       -                     Hunt Crude Oil Supply                       Company                      13.9%      10.4%       -                     Eaglwing                         -        24.4%     36.1%                     Mountain Gas Resources,                       Inc. ("Mountain")              -        13.5%       -        III-F         Red Desert                     21.9%        -         -                     Sempra                         20.4%      19.8%       -                     Eaglwing                       17.0%      18.4%     15.4%                     Duke                           14.1%      14.7%     17.3%                     Mountain                         -        23.1%     19.7%          In the  event  of  interruption  of  purchases  by one or  more  of  these significant  customers or the cessation or material  change in  availability  of open access  transportation  by the  Partnerships'  pipeline  transporters,  the Partnerships may encounter  difficulty in marketing their gas and in maintaining historic sales levels. Alternative purchasers or transporters may not be readily available.                                          F-51     4. SUPPLEMENTAL OIL AND GAS INFORMATION        The  following   supplemental   information  regarding  the  oil  and  gas activities  of  the  Partnerships  is  presented   pursuant  to  the  disclosure requirements promulgated by the SEC.         Capitalized Costs        Capitalized costs and accumulated depreciation,  depletion,  amortization, and valuation allowance at December 31, 2005 and 2004 were as follows:                                 III-A Partnership                                -----------------                                                  2005              2004                                             -------------     -------------     Proved properties                         $15,679,530       $15,505,374     Less accumulated       depreciation, depletion,       amortization, and valuation       allowance                             ( 14,904,139)     ( 14,743,570)                                               ----------        ----------          Net oil and gas             properties                       $   775,391       $   761,804                                               ==========        ==========                                  III-B Partnership                                -----------------                                                  2005              2004                                             -------------     -------------    Proved properties                         $ 9,378,899       $ 9,271,100     Less accumulated       depreciation, depletion,       amortization, and valuation       allowance                             (  8,964,606)     (  8,868,932)                                               ----------        ----------          Net oil and gas             properties                       $   414,293       $   402,168                                               ==========        ==========                                           F-52                                     III-C Partnership                                -----------------                                                  2005              2004                                             -------------     -------------    Proved properties                         $17,887,094       $18,190,059     Less accumulated       depreciation, depletion,       amortization, and valuation       allowance                             ( 16,342,383)     ( 16,714,135)                                               ----------        ----------           Net oil and gas             properties                       $ 1,544,711       $ 1,475,924                                               ==========        ==========                                  III-D Partnership                                -----------------                                                  2005              2004                                             -------------     -------------    Proved properties                         $ 9,388,350       $ 9,297,180     Less accumulated       depreciation, depletion,       amortization, and valuation       allowance                             (  8,736,889)     (  8,708,019)                                               ----------        ----------           Net oil and gas             properties                       $   651,461       $   589,161                                               ==========        ==========                                  III-E Partnership                                -----------------                                                  2005              2004                                             -------------     -------------    Proved properties                         $21,182,856       $20,848,695     Less accumulated       depreciation, depletion,       amortization, and valuation       allowance                             ( 19,201,348)     ( 18,906,641)                                               ----------        ----------           Net oil and gas             properties                       $ 1,981,508       $ 1,942,054                                               ==========        ==========                                           F-53                                     III-F Partnership                                -----------------                                                  2005              2004                                             -------------     -------------    Proved properties                         $14,020,664       $13,873,444     Less accumulated       depreciation, depletion,       amortization, and valuation       allowance                             ( 12,340,194)     ( 12,145,513)                                               ----------        ----------           Net oil and gas             properties                       $ 1,680,470       $ 1,727,931                                               ==========        ==========         Costs Incurred        The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas acquisition or exploration  activities during the years ended December 31, 2005, 2004, and 2003.  Costs incurred by the  Partnerships  in connection with oil and gas property development activities for the years ended December 31, 2005, 2004, and 2003 were as follows:               Partnership       2005(1)       2004           2003(2)             -----------      --------     --------       ----------                 III-A         $ 16,822     $ 78,142       $   53,311                III-B            2,903       52,376           32,726                III-C          127,299      217,479           21,609                III-D           85,828       27,306          209,710                III-E          158,067      245,429        1,529,844                III-F           32,310      188,433           16,762              ----------------             (1)   Excludes the estimated asset  retirement  costs for the III-A,                   III-B,   III-C,   III-D,  III-E,  and  III-F  Partnerships  of                   approximately $157,000,  $97,000, $152,000, $85,000, $206,000,                   and $115,000, respectively,  recorded as a revision in FAS No.                   143 during  2005 due to an  increase in both the labor and rig                   costs associated with plugging wells.              (2)   Excludes the estimated asset  retirement  costs for the III-A,                   III-B,   III-C,   III-D,  III-E,  and  III-F  Partnerships  of                   approximately $75,000, $51,000,  $121,000,  $74,000, $200,000,                   and $95,000, respectively, recorded as part of the FAS No. 143                   implementation.                                          F-54           Quantities of Proved Oil and Gas Reserves - Unaudited        The  following  tables   summarize   changes  in  net  quantities  of  the Partnerships' proved reserves,  all of which are located in the United States of America,  for the periods  indicated.  The proved reserves at December 31, 2005, 2004, and 2003 were estimated by petroleum  engineers  employed by affiliates of the  Partnerships.  Certain  reserve  information  was  reviewed  by Ryder Scott Company,   L.P.,  an  independent  petroleum  engineering  firm.  The  following information  includes  certain  gas  balancing  adjustments  which cause the gas volumes to differ from the reserve  reports  prepared by the General Partner and reviewed by Ryder Scott.                                 III-A Partnership                                -----------------                                                    Crude          Natural                                                    Oil             Gas                                                 (Barrels)         (Mcf)                                                 ---------      -----------  Proved reserves, Dec. 31, 2002                    60,496        3,866,700    Production                                   ( 45,080)      (  516,905)    Extensions and discoveries                         40            7,988    Revision of previous       estimates                                  123,755          681,695                                                  -------        ---------  Proved reserves, Dec. 31, 2003                   139,211        4,039,478    Production                                   ( 37,123)      (  460,303)    Sale of minerals in place                    (     78)            -    Extensions and discoveries                      1,037            3,108    Revision of previous       estimates                                   20,356          190,454                                                  -------        ---------  Proved reserves, Dec. 31, 2004                   123,403        3,772,737    Production                                   ( 33,008)      (  388,410)    Extensions and discoveries                        366           12,296    Revision of previous estimates                  5,974           87,225                                                  -------        ---------  Proved reserves, Dec. 31, 2005                    96,735        3,483,848                                                  =======        =========  PROVED DEVELOPED RESERVES:    December 31, 2003                             134,026        3,989,058                                                  =======        =========    December 31, 2004                             118,462        3,722,768                                                  =======        =========    December 31, 2005                              96,735        3,483,848                                                  =======        =========                                          F-55                                    III-B Partnership                                -----------------                                                    Crude          Natural                                                    Oil             Gas                                                 (Barrels)         (Mcf)                                                 ---------      -----------  Proved reserves, Dec. 31, 2002                    46,684        1,676,027    Production                                   ( 31,275)      (  243,753)    Extensions and discoveries                         18            3,366    Revision of previous       estimates                                   72,212          242,200                                                  -------        ---------  Proved reserves, Dec. 31, 2003                    87,639        1,677,840    Production                                   ( 25,395)      (  190,781)    Extensions and discoveries                        684            2,050    Revision of previous       estimates                                   11,766           67,962                                                  -------        ---------  Proved reserves, Dec. 31, 2004                    74,694        1,557,071    Production                                   ( 22,648)      (  165,378)    Extensions and discoveries                        235            5,798    Revision of previous       estimates                                    8,310           11,469                                                  -------        ---------  Proved reserves, Dec. 31, 2005                    60,591        1,408,960                                                  =======        =========  PROVED DEVELOPED RESERVES:    December 31, 2003                              84,217        1,644,581                                                  =======        =========    December 31, 2004                              71,435        1,524,111                                                  =======        =========    December 31, 2005                              60,591        1,408,960                                                  =======        =========                                          F-56                                     III-C Partnership                                -----------------                                                    Crude          Natural                                                    Oil             Gas                                                 (Barrels)         (Mcf)                                                 ---------      -----------  Proved reserves, Dec. 31, 2002                   110,916        4,928,613    Production                                   ( 13,872)      (  668,059)    Sale of minerals in place                    (     19)      (    1,572)    Extensions and discoveries                          5            1,400    Revision of previous       estimates                                    2,689        1,088,723                                                  -------        ---------  Proved reserves, Dec. 31, 2003                    99,719        5,349,105    Production                                   (  9,551)      (  548,555)    Sale of minerals in place                    (      6)            -    Extensions and discoveries                          4           37,754    Revision of previous       estimates                                 (  8,492)      (  205,801)                                                  -------        ---------  Proved reserves, Dec. 31, 2004                    81,674        4,632,503    Production                                   (  9,614)      (  514,302)    Extensions and discoveries                        998          190,272    Revision of previous       estimates                                   16,232          395,968                                                  -------        ---------  Proved reserves, Dec. 31, 2005                    89,290        4,704,441                                                  =======        =========  PROVED DEVELOPED RESERVES:    December 31, 2003                              99,719        5,349,105                                                  =======        =========    December 31, 2004                              81,674        4,632,503                                                  =======        =========    December 31, 2005                              89,290        4,704,441                                                  =======        =========                                            F-57                                     III-D Partnership                                -----------------                                                    Crude          Natural                                                    Oil             Gas                                                 (Barrels)         (Mcf)                                                 ---------      -----------  Proved reserves, Dec. 31, 2002                   236,192        2,667,538    Production                                   ( 26,438)      (  387,346)    Sale of minerals in place                    (     54)      (    4,885)    Revision of previous       estimates                                 ( 52,656)         377,307                                                  -------        ---------  Proved reserves, Dec. 31, 2003                   157,044        2,652,614    Production                                   (  8,411)      (  293,250)    Sale of minerals in place                    ( 72,676)      (   14,536)    Extensions and discoveries                       -               5,525    Revision of previous       estimates                                    5,116           59,608                                                  -------        ---------  Proved reserves, Dec. 31, 2004                    81,073        2,409,961    Production                                   (  8,611)      (  288,655)    Extensions and discoveries                        780          106,658    Revision of previous       estimates                                   10,635          179,304                                                  -------        ---------  Proved reserves, Dec. 31, 2005                    83,877        2,407,268                                                  =======        =========  PROVED DEVELOPED RESERVES:    December 31, 2003                             157,044        2,652,614                                                  =======        =========    December 31, 2004                              81,073        2,409,961                                                  =======        =========    December 31, 2005                              83,877        2,407,268                                                  =======        =========                                            F-58                                     III-E Partnership                                -----------------                                                     Crude          Natural                                                     Oil             Gas                                                  (Barrels)         (Mcf)                                                 -----------    ------------  Proved reserves, Dec. 31, 2002                   1,259,858       7,254,259    Production                                   (  129,314)     (  854,720)    Sale of minerals in place                    (      395)     (   34,850)    Extensions and discoveries                           38           2,639    Revision of previous       estimates                                 (  455,263)        198,619                                                  ---------       ---------  Proved reserves, Dec. 31, 2003                     674,924       6,565,947    Production                                   (   22,653)     (  720,487)    Sale of minerals in place                    (  518,676)     (  103,734)    Extensions and discoveries                        1,189          11,923    Revision of previous       estimates                                     23,724         686,430                                                  ---------       ---------  Proved reserves, Dec. 31, 2004                     158,508       6,440,079    Production                                   (   23,561)     (  678,857)    Extensions and discoveries                        4,692         114,219    Revision of previous       estimates                                     10,556      (  565,732)                                                  ---------       ---------  Proved reserves, Dec. 31, 2005                     150,195       5,309,709                                                  =========       =========  PROVED DEVELOPED RESERVES:    December 31, 2003                               674,924       6,565,947                                                  =========       =========    December 31, 2004                               158,508       6,440,079                                                  =========       =========    December 31, 2005                               150,195       5,309,709                                                  =========       =========                                            F-59                                     III-F Partnership                                -----------------                                                    Crude          Natural                                                    Oil             Gas                                                 (Barrels)         (Mcf)                                                 ---------      -----------  Proved reserves, Dec. 31, 2002                   224,872        4,664,302    Production                                   ( 20,685)      (  412,842)    Extensions and discoveries                         32            2,261    Revision of previous       estimates                                  156,069          228,662                                                  -------        ---------  Proved reserves, Dec. 31, 2003                   360,288        4,482,383    Production                                   ( 20,252)      (  408,746)    Extensions and discoveries                      1,000           10,015    Revision of previous       estimates                                 ( 26,170)          57,073                                                  -------        ---------  Proved reserves, Dec. 31, 2004                   314,866        4,140,725    Production                                   ( 18,967)      (  382,034)    Extensions and discoveries                      3,395           94,386    Revision of previous       estimates                                   37,936       (  348,684)                                                  -------        ---------  Proved reserves, Dec. 31, 2005                   337,230        3,504,393                                                  =======        =========  PROVED DEVELOPED RESERVES:    December 31, 2003                             360,288        4,482,383                                                  =======        =========    December 31, 2004                             314,866        4,140,725                                                  =======        =========    December 31, 2005                             337,230        3,504,393                                                  =======        =========                                               F-60     5. QUARTERLY FINANCIAL DATA (Unaudited)        Summarized  unaudited  quarterly  financial  data for 2005 and 2004 are as follows:                                  III-A Partnership                                 -----------------                                               2005                         ----------------------------------------------                           First      Second       Third      Fourth                          Quarter     Quarter     Quarter     Quarter                         ----------  ----------  ----------  ----------  Total Revenues          $1,037,577  $1,140,511  $1,213,351  $1,373,970 Gross Profit (1)           675,229     926,537     915,106   1,132,297 Net Income                 556,276     830,295     781,003     988,297 Limited Partners'    Net Income    Per Unit                   1.89        2.82        2.65        3.35                                               2004                         ----------------------------------------------                           First      Second       Third      Fourth                          Quarter     Quarter     Quarter     Quarter                         ----------  ----------  ----------  ----------  Total Revenues          $1,006,298  $1,087,980  $1,026,563  $1,025,007 Gross Profit (1)           773,904     873,995     837,270     825,921 Net Income                 622,304     732,552     737,004     740,127 Limited Partners'    Net Income    Per Unit                   2.10        2.48        2.50        2.52     - ------------------ (1) Total revenues less oil and gas production expenses.                                          F-61                                     III-B Partnership                                 -----------------                                               2005                         --------------------------------------------                           First      Second       Third      Fourth                          Quarter     Quarter     Quarter     Quarter                         --------    --------    ---------   --------  Total Revenues          $527,145    $607,235    $640,609    $722,818 Gross Profit (1)         309,905     489,221     455,615     588,788 Net Income               245,125     437,673     366,126     516,774 Limited Partners'    Net Income    Per Unit                 1.50        2.68        2.20        3.15                                              2004                         --------------------------------------------                           First      Second       Third     Fourth                          Quarter     Quarter     Quarter    Quarter                         --------    --------    --------    --------  Total Revenues          $489,830    $552,921    $546,524    $544,292 Gross Profit (1)         357,945     423,402     434,255     431,475 Net Income               269,151     338,410     380,123     386,039 Limited Partners'    Net Income    Per Unit                 1.61        2.05        2.32        2.37       - -------------------- (1) Total revenues less oil and gas production expenses.                                          F-62                                     III-C Partnership                                 -----------------                                                 2005                         ----------------------------------------------                           First      Second        Third      Fourth                          Quarter     Quarter      Quarter     Quarter                         --------    --------    ----------  ----------  Total Revenues          $958,669    $987,037    $1,128,339  $1,180,660 Gross Profit (1)         737,517     834,492       889,661     828,592 Net Income               595,963     724,628       714,044     728,790 Limited Partners'    Net Income    Per Unit                 2.18        2.65          2.59        2.67                                                2004                         ----------------------------------------------                           First      Second        Third      Fourth                          Quarter     Quarter      Quarter     Quarter                         --------    --------    ----------  ----------  Total Revenues          $849,402    $880,487    $  693,167  $  915,866 Gross Profit (1)         659,593     682,348       483,784     653,335 Net Income               528,360     545,890       218,968     452,084 Limited Partners'    Net Income    Per Unit                 1.92        1.99           .74        1.61     - -------------------- (1) Total revenues less oil and gas production expenses.                                          F-63                                     III-D Partnership                                 -----------------                                                 2005                         ---------------------------------------------                           First     Second       Third       Fourth                          Quarter    Quarter     Quarter      Quarter                         --------    ---------   ----------  ---------  Total Revenues          $536,707    $559,349    $650,556    $732,149 Gross Profit (1)         411,984     470,125     508,952     491,496 Net Income               336,801     409,922     433,982     409,602 Limited Partners'    Net Income    Per Unit                 2.30        2.81        2.95        2.79                                                2004                         ----------------------------------------------                           First      Second       Third      Fourth                          Quarter     Quarter     Quarter     Quarter                         --------    ----------  ----------  ----------  Total Revenues          $504,384     $490,233    $398,216    $505,249 Gross Profit (1)         389,210      416,192     254,565     343,762 Income from Continuing    Operations            323,806      326,554     201,445     284,553 Income(Loss) from Dis-    continued Operations    2,288    (  12,922)  (  67,866)  (   7,627) Net Income               326,094      313,632     133,579     276,926 Limited Partners'    Net Income    Per Unit                 2.22         2.13         .91       1.89  - ---------------------- (1) Total revenues less oil and gas production expenses.                                          F-64                                     III-E Partnership                                 -----------------                                                2005                         --------------------------------------------------                           First      Second        Third        Fourth                          Quarter     Quarter      Quarter       Quarter                         ----------  -----------  ------------ ------------  Total Revenues          $1,221,233   $1,359,895   $1,543,048  $1,927,344 Gross Profit (1)           862,265    1,051,947    1,170,903   1,447,609 Net Income                 680,961      893,012      902,553   1,226,820 Limited Partners'    Net Income    Per Unit                   1.46         1.91         1.91        2.62                                                2004                         --------------------------------------------------                           First      Second       Third         Fourth                          Quarter     Quarter     Quarter        Quarter                         ----------  ----------- ------------- ------------  Total Revenues          $1,137,562   $1,133,811   $1,107,254  $1,265,763 Gross Profit (1)           826,371      836,552      790,858     830,978 Income from Continuing    Operations              668,551      668,873      603,665     658,458 Income (Loss) from Dis-    continued Operations     17,093  (    77,220) (   484,339)(    54,422) Net Income                 685,644      591,653      119,326     604,036 Limited Partners'    Net Income    Per Unit                   1.46         1.27          .24        1.29   - ---------------------------- (1) Total revenues less oil and gas production expenses.                                          F-65                                     III-F Partnership                                 -----------------                                                2005                         ----------------------------------------------                           First      Second        Third     Fourth                          Quarter     Quarter      Quarter    Quarter                         --------    --------    ----------  ----------  Total Revenues          $822,537    $814,563    $1,024,555  $1,221,344 Gross Profit (1)         614,687     651,492       815,930     963,193 Net Income               494,393     549,114       699,066     821,843 Limited Partners'    Net Income    Per Unit                 2.11        2.35          2.99        3.52                                                2004                         ----------------------------------------------                           First      Second       Third      Fourth                          Quarter     Quarter     Quarter     Quarter                         --------    --------    ----------  ----------  Total Revenues          $646,107    $709,781    $  753,476  $  836,209 Gross Profit (1)         467,124     539,008       569,315     643,439 Net Income               372,506     430,873       452,317     534,526 Limited Partners'    Net Income    Per Unit                 1.59        1.85          1.93        2.28     - ----------------------- (1) Total revenues less oil and gas production expenses.                                              F-66     6. 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   (the  "Jay  Field")  at  a  large  public  oil  and  gas  auction  for approximately  $721,000,   subject  to  standard  transaction  requirements  and adjustments.  These proceeds were allocated  approximately $89,000 and $632,000, respectively,  to the III-D and III-E Partnerships.  This represents the sale of all oil and gas assets held by the III-D and III-E Partnerships in the Jay Field and is therefore a disposal of a business  segment under  Statement of Financial Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets"  (FAS  144).  The sale  resulted  in a gain on  disposal  of discontinued operations of approximately $10,000 and $89,000,  respectively, for the III-D and III-E  Partnerships.  Accordingly,  2004  results of the Jay Field segment were classified as discontinued, and the prior period has been restated.        Results from discontinued operations are as follows:                                  III-D Partnership                                 -----------------                                      2005            2004           2003                                 ------------    ------------   ------------ Oil and gas sales                $   -           $  149,996     $  399,182 Lease operating                      -          (   233,768)   (   231,165) Production tax                       -          (     9,905)   (    31,178) Depreciation, depletion,   and amortization of   oil and gas properties             -          (     2,818)   (    25,483)                                   -------         ---------      --------- Income (loss) from   discontinued operations        $   -          ($   96,495)    $  111,356                                   =======         =========      =========                                  III-E Partnership                                 -----------------                                      2005            2004           2003                                 ------------    ------------   ------------  Oil and gas sales                $   -           $1,070,623     $2,848,673 Lease operating                      -          ( 1,668,335)   ( 1,649,756) Production tax                       -          (    70,698)   (   222,493) Depreciation, depletion,   and amortization of   oil and gas properties             -          (    19,235)   (   190,968)                                   -------         ---------      --------- Income (loss) from   discontinued operations        $   -          ($  687,645)    $  785,456                                   =======         =========      =========                                          F-67                                    INDEX TO EXHIBITS                                -----------------  Exh. No.         Exhibit - ----        -------   4.1        Agreement of Limited Partnership dated November 17, 1989 for Geodyne             Energy  Income  Limited  Partnership  III-A  filed as Exhibit 4.1 to             Registrant's  Annual Report on Form 10-K for the year ended December             31, 1999,  filed with the SEC on February  25,  2000,  and is hereby             incorporated by reference.   4.2        Certificate  of  Limited  Partnership  dated  January  24,  1990 for             Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.2             to  Registrant's  Annual  Report  on Form  10-K for the  year  ended             December  31,  2001,  filed with the SEC on February 28, 2002 and is             hereby incorporated by reference.   4.3        First  Amendment to  Certificate  of Limited  Partnership  and First             Amendment  to Agreement of Limited  Partnership  dated  February 24,             1993 for Geodyne  Energy Income Limited  Partnership  III-A filed as             Exhibit 4.5 to Registrant's  Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.4        Second Amendment to Agreement of Limited Partnership dated August 4,             1993 for Geodyne  Energy Income Limited  Partnership  III-A filed as             Exhibit 4.8 to Registrant's  Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.5        Second Amendment to Certificate of Limited Partnership dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-A filed as             Exhibit 4.5 to Registrant's  Annual Report on Form 10-K for the year             ended December 31, 2001, filed with the SEC on February 28, 2002 and             is hereby incorporated by reference.   4.6        Third Amendment to Agreement of Limited Partnership dated August 31,             1995 for Geodyne  Energy Income Limited  Partnership  III-A filed as             Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.7        Fourth Amendment to Agreement of Limited  Partnership  dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-A filed as             Exhibit 4.22 to Registrant's Annual Report on Form 10-K for the year             ended December                                          F-68                 31, 1999,  filed with the SEC on February  25,  2000,  and is hereby             incorporated by reference.   4.8        Fifth Amendment to Agreement of Limited  Partnership  dated November             15, 1999 for Geodyne Energy Income Limited  Partnership  III-A filed             as Exhibit 4.25 to  Registrant's  Annual Report on Form 10-K for the             year ended  December  31,  1999,  filed with the SEC on February 25,             2000, and is hereby incorporated by reference.   4.9        Sixth Amendment to Agreement of Limited  Partnership  dated November             14, 2001, for the Geodyne Energy Income  Limited  Partnership  III-A             filed as Exhibit 4.9 to Registrant's  Annual Report on Form 10-K for             the year ended December 31, 2001, filed with the SEC on February 28,             2002 and is hereby incorporated by reference.   4.10       Seventh Amendment to Agreement of Limited Partnership dated November             17, 2003, for the Geodyne Energy Income  Limited  Partnership  III-A             filed as Exhibit 4.10 to Registrant's Annual Report on Form 10-K for             the year ended  December 31,  2003,  filed with the SEC on March 30,             2004 and is hereby incorporated by reference.  *4.11       Eighth Amendment to Agreement of Limited Partnership for the Geodyne             Energy Income Limited Partnership III-A dated October 27, 2005.   4.12       Agreement of Limited  Partnership dated January 24, 1990 for Geodyne             Energy  Income  Limited  Partnership  III-B  filed as Exhibit 4.2 to             Registrant's  Annual Report on Form 10-K for the year ended December             31, 1999,  filed with the SEC on February  25,  2000,  and is hereby             incorporated by reference.   4.13       Certificate  of  Limited  Partnership  dated  January  24,  1990 for             Geodyne  Energy Income  Limited  Partnership  III-B filed as Exhibit             4.11 to  Registrant's  Annual Report on Form 10-K for the year ended             December  31,  2001,  filed with the SEC on February 28, 2002 and is             hereby incorporated by reference.   4.14       First  Amendment to  Certificate  of Limited  Partnership  and First             Amendment  to Agreement of Limited  Partnership  dated  February 24,             1993 for Geodyne  Energy Income Limited  Partnership  III-B filed as             Exhibit 4.6 to Registrant's  Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.15       Second Amendment to Agreement of Limited Partnership dated August 4,             1993 for Geodyne  Energy Income Limited  Partnership  III-B filed as             Exhibit 4.9 to Registrant's  Annual Report on Form 10-K for the year             ended December                                          F-69                 31, 1999,  filed with the SEC on February  25,  2000,  and is hereby             incorporated by reference.   4.16       Third Amendment to Agreement of Limited Partnership dated August 31,             1995 for Geodyne  Energy Income Limited  Partnership  III-B filed as             Exhibit 4.16 to Registrant's Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.17       Second Amendment to Certificate of Limited Partnership dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-B filed as             Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2001, filed with the SEC on February 28, 2002 and             is hereby incorporated by reference.   4.18       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-B filed as             Exhibit 4.23 to Registrant's Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.19       Fifth Amendment to Agreement of Limited  Partnership  dated December             30, 1999 for Geodyne Energy Income Limited  Partnership  III-B filed             as Exhibit 4.26 to  Registrant's  Annual Report on Form 10-K for the             year ended  December  31,  1999,  filed with the SEC on February 25,             2000, and is hereby incorporated by reference.   4.20       Sixth Amendment to Agreement of Limited  Partnership  dated November             14, 2001, for the Geodyne Energy Income  Limited  Partnership  III-B             filed as Exhibit 4.18 to Registrant's Annual Report on Form 10-K for             the year ended December 31, 2001, filed with the SEC on February 28,             2002 and is hereby incorporated by reference.   4.21       Seventh Amendment to Agreement of Limited  Partnership dated January             22, 2004, for the Geodyne Energy Income  Limited  Partnership  III-B             filed as Exhibit 4.20 to Registrant's Annual Report on Form 10-K for             the year ended  December 31,  2003,  filed with the SEC on March 30,             2004 and is hereby incorporated by reference.  *4.22       Eighth Amendment to Agreement of Limited Partnership for the Geodyne             Energy Income Limited Partnership III-B dated October 27, 2005.   4.23       Agreement of Limited Partnership dated February 26, 1990 for Geodyne             Energy  Income  Limited  Partnership  III-C  filed as Exhibit 4.3 to             Registrant's  Annual Report on Form 10-K for the year ended December             31, 1999, filed                                          F-70                 with the SEC on February 25,  2000,  and is hereby  incorporated  by             reference.   4.24       Certificate  of Limited  Partnership  dated  February  26,  1990 for             Geodyne  Energy Income  Limited  Partnership  III-C filed as Exhibit             4.20 to  Registrant's  Annual Report on Form 10-K for the year ended             December  31,  2001,  filed with the SEC on February 28, 2002 and is             hereby incorporated by reference.   4.25       First  Amendment to  Certificate  of Limited  Partnership  and First             Amendment  to Agreement of Limited  Partnership  dated  February 24,             1993 for Geodyne  Energy Income Limited  Partnership  III-C filed as             Exhibit 4.7 to Registrant's  Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.26       Second Amendment to Agreement of Limited Partnership dated August 4,             1993 for Geodyne  Energy Income Limited  Partnership  III-C filed as             Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.27       Third Amendment to Agreement of Limited Partnership dated August 31,             1995 for Geodyne  Energy Income Limited  Partnership  III-C filed as             Exhibit 4.17 to Registrant's Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.28       Second Amendment to Certificate of Limited Partnership dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-C filed as             Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2001, filed with the SEC on February 28, 2002 and             is hereby incorporated by reference.   4.29       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-C filed as             Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.30       Fifth Amendment to Agreement of Limited  Partnership  dated December             30, 1999 for Geodyne Energy Income Limited  Partnership  III-C filed             as Exhibit 4.27 to  Registrant's  Annual Report on Form 10-K for the             year ended  December  31,  1999,  filed with the SEC on February 25,             2000, and is hereby incorporated by reference.                                          F-71      4.31       Sixth Amendment to Agreement of Limited  Partnership  dated November             14, 2001, for the Geodyne Energy Income  Limited  Partnership  III-C             filed as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for             the year ended December 31, 2001, filed with the SEC on February 28,             2002 and is hereby incorporated by reference.   4.32       Seventh Amendment to Agreement of Limited  Partnership dated January             22, 2004, for the Geodyne Energy Income  Limited  Partnership  III-C             filed as Exhibit 4.30 to Registrant's Annual Report on Form 10-K for             the year ended  December 31,  2003,  filed with the SEC on March 30,             2004 and is hereby incorporated by reference.  *4.33       Eighth Amendment to Agreement of Limited Partnership for the Geodyne             Energy Income Limited Partnership III-C dated October 27, 2005.   4.34       Agreement of Limited Partnership dated September 5, 1990 for Geodyne             Energy  Income  Limited  Partnership  III-D  filed as Exhibit 4.4 to             Registrant's  Annual Report on Form 10-K for the year ended December             31,  2000,  filed  with  the SEC on  March 5,  2001,  and is  hereby             incorporated by reference.   4.35       Certificate  of  Limited  Partnership  dated  September  5, 1990 for             Geodyne  Energy Income  Limited  Partnership  III-D filed as Exhibit             4.29 to  Registrant's  Annual Report on Form 10-K for the year ended             December  31,  2001,  filed with the SEC on February 28, 2002 and is             hereby incorporated by reference.   4.36       First  Amendment to  Certificate  of Limited  Partnership  and First             Amendment  to Agreement of Limited  Partnership  dated  February 24,             1993 for Geodyne  Energy Income Limited  Partnership  III-D filed as             Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.37       Second Amendment to Agreement of Limited Partnership dated August 4,             1993 for Geodyne  Energy Income Limited  Partnership  III-D filed as             Exhibit 4.18 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.38       Third Amendment to Agreement of Limited Partnership dated August 31,             1995 for Geodyne  Energy Income Limited  Partnership  III-D filed as             Exhibit 4.25 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.                                          F-72      4.39       Second Amendment to Certificate of Limited Partnership dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-D filed as             Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2001, filed with the SEC on February 28, 2002 and             is hereby incorporated by reference.   4.40       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,             1996 for the Geodyne Energy Income Limited  Partnership  III-D filed             as Exhibit 4.32 to  Registrant's  Annual Report on Form 10-K for the             year ended  December 31, 2000,  filed with the SEC on March 5, 2001,             and is hereby incorporated by reference.   4.41       Fifth Amendment to Agreement of Limited Partnership dated August 23,             2000 for the Geodyne Energy Income Limited  Partnership  III-D filed             as Exhibit 4.39 to  Registrant's  Annual Report on Form 10-K for the             year ended  December 31, 2000,  filed with the SEC on March 5, 2001,             and is hereby incorporated by reference.   4.42       Sixth Amendment to Agreement of Limited Partnership dated August 20,             2002 for the Geodyne Energy Income Limited  Partnership  III-D filed             as Exhibit 4.36 to  Registrant's  Annual Report on Form 10-K for the             year ended December 31, 2002,  filed with the SEC on March 28, 2003,             and is hereby incorporated by reference.   4.43       Seventh  Amendment to Agreement of Limited  Partnership dated August             18, 2004 for the Geodyne  Energy Income  Limited  Partnership  III-D             filed as Exhibit 4.40 to Registrant's Annual Report on Form 10-K for             the year ended  December 31,  2004,  filed with the SEC on March 30,             2004, and is hereby incorporated by reference.  *4.44       Eighth Amendment to Agreement of Limited Partnership for the Geodyne             Energy Income Limited Partnership III-D dated October 27, 2005.   4.45       Agreement of Limited Partnership dated December 26, 1990 for Geodyne             Energy  Income  Limited  Partnership  III-E  filed as Exhibit 4.5 to             Registrant's  Annual Report on Form 10-K for the year ended December             31,  2000,  filed  with  the SEC on  March 5,  2001,  and is  hereby             incorporated by reference.   4.46       Certificate  of Limited  Partnership  dated  December  26,  2990 for             Geodyne  Energy Income  Limited  Partnership  III-E filed as Exhibit             4.37 to  Registrant's  Annual Report on Form 10-K for the year ended             December  31,  2001,  filed with the SEC on February 28, 2002 and is             hereby incorporated by reference.                                           F-73      4.47       First  Amendment to  Certificate  of Limited  Partnership  and First             Amendment  to Agreement of Limited  Partnership  dated  February 24,             1993 for Geodyne  Energy Income Limited  Partnership  III-E filed as             Exhibit 4.12 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.48       Second Amendment to Agreement of Limited Partnership dated August 4,             1993 for Geodyne  Energy Income Limited  Partnership  III-E filed as             Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.49       Third Amendment to Agreement of Limited Partnership dated August 31,             1995 for Geodyne  Energy Income Limited  Partnership  III-E filed as             Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.50       Second Amendment to Certificate of Limited Partnership dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-E filed as             Exhibit 4.41 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2001, filed with the SEC on February 28, 2002 and             is hereby incorporated by reference.   4.51       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,             1996 for the Geodyne Energy Income Limited  Partnership  III-E filed             as Exhibit 4.33 to  Registrant's  Annual Report on Form 10-K for the             year ended  December 31, 2000,  filed with the SEC on March 5, 2001,             and is hereby incorporated by reference.   4.52       Fifth Amendment to Agreement of Limited  Partnership  dated November             15, 2000 for the Geodyne  Energy Income  Limited  Partnership  III-E             filed as Exhibit 4.40 to Registrant's Annual Report on Form 10-K for             the year ended  December  31,  2000,  filed with the SEC on March 5,             2001, and is hereby incorporated by reference.   4.53       Sixth  Amendment  to Agreement  of Limited  Partnership  for Geodyne             Energy  Income  Limited  Partnership  III-E dated  November 6, 2002,             filed as Exhibit 4.1 to Registrant's  Quarterly  Report on Form 10-Q             with the SEC on November 14,  2002,  and is hereby  incorporated  by             reference.   4.54       Seventh  Amendment  to  Agreement  of  Limited  Partnership  for the             Geodyne  Energy Income  Limited  Partnership  III-E dated August 18,             2004,  filed as Exhibit 4.53 to  Registrant's  Annual Report on Form             10-K for the year                                          F-74                 ended  December 31, 2004,  filed with the SEC on March 30, 2005, and             is hereby incorporated by reference.  *4.55       Eighth Amendment to Agreement of Limited Partnership for the Geodyne             Energy Income Limited Partnership III-E dated October 27, 2005.   4.56       Agreement  of Limited  Partnership  dated  March 7, 1991 for Geodyne             Energy  Income  Limited  Partnership  III-F  filed as Exhibit 4.6 to             Registrant's  Annual Report on Form 10-K for the year ended December             31,  2000,  filed  with  the SEC on  March 5,  2001,  and is  hereby             incorporated by reference.   4.57       Certificate of Limited  Partnership  dated March 7, 1991 for Geodyne             Energy  Income  Limited  Partnership  III-F filed as Exhibit 4.45 to             Registrant's  Annual Report on Form 10-K for the year ended December             31,  2001,  filed with the SEC on  February  28,  2002 and is hereby             incorporated by reference.   4.58       First  Amendment to  Certificate  of Limited  Partnership  and First             Amendment  to Agreement of Limited  Partnership  dated  February 24,             1993 for Geodyne  Energy Income Limited  Partnership  III-F filed as             Exhibit 4.13 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.59       Second Amendment to Agreement of Limited Partnership dated August 4,             1993 for Geodyne  Energy Income Limited  Partnership  III-F filed as             Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.60       Second Amendment to Certificate of Limited Partnership dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-F filed as             Exhibit 4.48 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2001, filed with the SEC on February 28, 2002 and             is hereby incorporated by reference.   4.61       Third Amendment to Agreement of Limited Partnership dated August 31,             1995 for Geodyne  Energy Income Limited  Partnership  III-F filed as             Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.62       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,             1996 for the Geodyne Energy Income Limited  Partnership  III-F filed             as Exhibit 4.34 to  Registrant's  Annual Report on Form 10-K for the             year                                          F-75                 ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.63       Fifth Amendment to Agreement of Limited  Partnership  dated February             5, 2001 for the Geodyne  Energy  Income  Limited  Partnership  III-F             filed as Exhibit 4.41 to Registrant's Annual Report on Form 10-K for             the year ended  December  31,  2000,  filed with the SEC on March 5,             2001, and is hereby incorporated by reference.   4.64       Sixth Amendment to Agreement of Limited  Partnership for the Geodyne             Energy Income  Limited  Partnership  III-F dated  February 10, 2003,             filed as Exhibit 4.53(a) to Registrant's  Annual Report on Form 10-K             for the year ended  December 31,  2002,  filed with the SEC on March             28, 2003, and is hereby incorporated by reference.   4.65       Seventh  Amendment  to  Agreement  of  Limited  Partnership  for the             Geodyne  Energy Income Limited  Partnership  III-F dated February 7,             2005,  filed as Exhibit 4.60 to  Registrant's  Annual Report on Form             10-K for the year ended  December  31,  2004,  filed with the SEC on             March 30, 2004, and is hereby incorporated by reference.  *4.66       Eighth Amendment to Agreement of Limited Partnership for the Geodyne             Energy Income Limited Partnership III-F dated October 27, 2005.  *23.1       Consent of Ryder  Scott  Company,  L.P.  for Geodyne  Energy  Income             Limited Partnership III-A.  *23.2       Consent of Ryder  Scott  Company,  L.P.  for Geodyne  Energy  Income             Limited Partnership III-B.  *23.3       Consent of Ryder  Scott  Company,  L.P.  for Geodyne  Energy  Income             Limited Partnership III-C.  *23.4       Consent of Ryder  Scott  Company,  L.P.  for Geodyne  Energy  Income             Limited Partnership III-D.  *23.5       Consent of Ryder  Scott  Company,  L.P.  for Geodyne  Energy  Income             Limited Partnership III-E.  *23.6       Consent of Ryder  Scott  Company,  L.P.  for Geodyne  Energy  Income             Limited Partnership III-F.  *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.                                          F-76     *31.3       Certification    by   Dennis    R.    Neill    required    by   Rule             13a-14(a)/15d-14(a)   for  the   Geodyne   Energy   Income   Limited             Partnership III-B.  *31.4       Certification    by   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.  *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.                                          F-77     *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.         All other Exhibits are omitted as inapplicable.        ----------       *Filed herewith.                                          F-78    EX-4.8 2 exh4-8.txt AMENDMENT                                    EHXIBIT 4.66                                 Eighth Amendment to                Agreement and Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership III-F       This Eighth  Amendment to Agreement and Certificate of Limited  Partnership of Geodyne  Energy  Income  Limited  Partnership  III-F (the  "Partnership")  is entered into by and between Geodyne Resources,  Inc.  ("Resources"),  a Delaware corporation,   as  successor  General  Partner,   Geodyne   Depositary   Company ("Depositary"),  a  Delaware  corporation,  as  the  Limited  Partner,  and  all Substituted Limited Partners admitted to the Partnership.       WHEREAS,  on March 7, 1990, Geodyne Production Company  ("Production"),  as General Partner, and Depositary executed and entered into that certain Agreement and Certificate of Limited Partnership of the Partnership (the "Agreement"); and       WHEREAS,  on February 25, 1993,  Production  executed and entered into that First  Amendment  to the  Agreement  whereby  it  changed  (i)  the  name of the Partnership from  "PaineWebber/Geodyne  Energy Income Limited Partnership III-F" to "Geodyne Energy Income Limited  Partnership  III-F",  (ii) the address of the Partnership's  principal  place of  business,  and  (iii)  the  address  for the Partnership's agent for service of process; and       WHEREAS,  on August 4, 1993,  Production  executed  and  entered  into that Second Amendment to the Agreement  whereby it amended certain  provisions to (i) expedite  the  method  of  accepting  transfers  of Unit  Holders'  Units in the Partnership  and (ii)  provide  for an optional  right of  repurchase/redemption which may be exercised by the Unit Holders; and       WHEREAS,  on August 31,  1995,  Production  executed  and entered into that Third Amendment to the Agreement whereby it amended certain  provisions to allow transfers  of Units  facilitated  through a matching  service to the extent that such  transfers   otherwise   comply  with  Internal  Revenue  Service  transfer regulations  applicable  to  non-permitted  transfers  for  non-publicly  traded limited partnerships; and        WHEREAS,  on  July  1,  1996,  Resources,   as  successor  via  merger  to Production,  executed and entered into, as General Partner,  that certain Fourth Amendment  to the  Agreement  of Limited  Partnership  whereby  it  amended  the Agreement to provide that Resources,  as successor via merger to Geodyne, is the General Partner of the Partnership; and       WHEREAS,  on February 5, 2001,  Resources  executed  and entered  into that certain Fifth Amendment to the Agreement whereby the term of the Partnership was extended for an additional two years, until March 7, 2003; and                                        -1-          WHEREAS,  on February  10, 2003,  Resources  executed and entered into that certain Sixth Amendment to the Agreement whereby the term of the Partnership was extended for an additional two years, until March 7, 2005; and       WHEREAS,  on February 7, 2005,  Resources  executed  and entered  into that certain Seventh  Amendment to the Agreement  whereby the term of the Partnership was extended until December 31, 2005; and        WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue  in full  force and effect for a period of ten (10) years from the date of its  Activation  (as  defined in the  Agreement),  provided  that the General Partner may extend the term of the  Partnership  an  additional  431 days of the current  two year  period  and for up to two  periods  of two  years  each if it believes  each such  extension  is in the best  interests of the Unit Holders or until dissolution prior thereto pursuant to the provisions of the Agreement, and        WHEREAS,  Resources  as General  Partner has elected to extend the life of the Partnership through December 31, 2007.        NOW,  THEREFORE,  in  consideration  of  the  covenants,   conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.3. is hereby amended and restated as follows:              The  Partnership  shall  continue in force and effect until December       31,  2007,  provided  that the General  Partner may extend the term of the       Partnership  for an additional 431 days of the current two year period and       for an additional one period of two years if it believes such extension is       in the best  interests of the Unit  Holders,  or until  dissolution  prior       thereto pursuant to the provisions hereof.        IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of this 27th day of October, 2005.                                      GEODYNE RESOURCES, INC.,                                     as General Partner                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                      GEODYNE DEPOSITARY COMPANY,                                     as the Limited Partner                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                      GEODYNE RESOURCES, INC.                                     as Attorney-in-Fact for all                                     Substituted Limited Partners                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                         -2-    EX-4.11 3 exh4-11.txt AMENDMENT                                    EXHIBIT 4.11                                 Eighth Amendment to                        Agreement of Limited Partnership of                  Geodyne Energy Income Limited Partnership III-A        This Eighth  Amendment  to  Agreement  of Limited  Partnership  of Geodyne Energy Income Limited  Partnership III-A (the  "Partnership") is entered into by and between Geodyne Resources,  Inc. ("Resources"),  a Delaware corporation,  as successor General Partner, Geodyne Depositary Company ("Depositary"), a Delaware corporation,  as the  Limited  Partner,  and all  Substituted  Limited  Partners admitted to the Partnership.        WHEREAS, on November 17, 1989, Geodyne Production Company ("Geodyne"),  as General Partner and Depositary  executed and entered into that certain Agreement of Limited Partnership of the Partnership (the "Agreement"); and        WHEREAS,  on February  25,  1993,  Geodyne  executed and entered into that certain  First  Amendment  to the  Agreement of Limited  Partnership  whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne  Energy Income Partnership III-A" to "Geodyne Energy Income Limited  Partnership  III-A",  (ii) the address of the  Partnership's  principal  place of  business,  and (iii) the address for the Partnership's agent for service of process; and        WHEREAS, on August 4, 1993, Geodyne executed and entered into that certain Second  Amendment  to the  Agreement  of  Limited  Partnership  in  order to (i) expedite the method of accepting  transfers of Unit  Holders' (as defined in the Agreement)  Units in the  Partnership  and (ii) provide for an optional right of repurchase/redemption which may be exercised by the Unit Holders; and        WHEREAS,  on August 31,  1995,  Geodyne  executed  and  entered  into that certain Third Amendment to the Agreement of Limited  Partnership whereby Section 8.1.A(ii)  of the  Agreement  was deleted in order to allow  transfers  of Units facilitated  through a matching service to the extent that they otherwise comply with Internal Revenue Service transfer  regulations  applicable to non-permitted transfers for non-publicly traded limited partnerships; and        WHEREAS,  on June 30, 1996,  Geodyne merged into Geodyne  Resources,  Inc. ("Resources"); and        WHEREAS,  on  July  1,  1996,  Resources,   as  successor  via  merger  to Properties,  executed and entered into, as General Partner,  that certain Fourth Amendment  to the  Agreement  of Limited  Partnership  whereby  it  amended  the Agreement to provide that Resources,  as successor via merger to Geodyne, is the General Partner of the Partnership; and       WHEREAS,  on November  15, 1999,  Resources  executed and entered into that certain Fifth Amendment to the Agreement whereby the term of the partnership was extended for an additional two years, until November 22, 2001, and                                        -1-          WHEREAS,  on November  14, 2001,  Resources  executed and entered into that certain Sixth Amendment to the Agreement whereby the term of the partnership was extended for an additional two years, until November 22, 2003, and        WHEREAS,  on November 18, 2003,  Resources  executed and entered into that certain Seventh  Amendment to the Agreement  whereby the term of the partnership was extended for an additional two years, until November 22, 2005; and        WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue  in full  force and effect for a period of ten (10) years from the date of its  Activation  (as  defined in the  Agreement),  provided  that the General Partner  may extend  the term of the  Partnership  for up to two  periods of two years each if it believes  each such  extension is in the best  interests of the Unit Holders or until  dissolution  prior thereto  pursuant to the provisions of the Agreement, and        WHEREAS,  Resources  as General  Partner has elected to extend the life of the Partnership an additional two years.        NOW,  THEREFORE,  in  consideration  of  the  covenants,   conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.3. is hereby amended and restated as follows:              The  Partnership  shall  continue in force and effect until November          22, 2007,  provided that the General Partner may extend the term of the          Partnership  for up to one  period  of two  years if it  believes  such          extension  is in the  best  interests  of the  Unit  Holders,  or until          dissolution prior thereto pursuant to the provisions hereof.        IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of this 27th day of October, 2005.                                      GEODYNE RESOURCES, INC.,                                     as General Partner                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                      GEODYNE DEPOSITARY COMPANY,                                     as the Limited Partner                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                      GEODYNE RESOURCES, INC.                                     as Attorney-in-Fact for all                                     Substituted Limited Partners                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                        -2-    EX-4.22 4 exh4-22.txt AMENDMENT                                    EXHIBIT 4.22                                 Eighth Amendment to                        Agreement of Limited Partnership of                  Geodyne Energy Income Limited Partnership III-B        This Eighth  Amendment  to  Agreement  of Limited  Partnership  of Geodyne Energy Income Limited  Partnership III-B (the  "Partnership") is entered into by and between Geodyne Resources,  Inc. ("Resources"),  a Delaware corporation,  as successor General Partner, Geodyne Depositary Company ("Depositary"), a Delaware corporation,  as the  Limited  Partner,  and all  Substituted  Limited  Partners admitted to the Partnership.        WHEREAS, on January 24, 1990, Geodyne Production Company  ("Geodyne"),  as General Partner and Depositary  executed and entered into that certain Agreement of Limited Partnership of the Partnership (the "Agreement"); and        WHEREAS,  on February  25,  1993,  Geodyne  executed and entered into that certain  First  Amendment  to the  Agreement of Limited  Partnership  whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne  Energy Income Partnership III-B" to "Geodyne Energy Income Limited  Partnership  III-B",  (ii) the address of the  Partnership's  principal  place of  business,  and (iii) the address for the Partnership's agent for service of process; and        WHEREAS, on August 4, 1993, Geodyne executed and entered into that certain Second  Amendment  to the  Agreement  of  Limited  Partnership  in  order to (i) expedite the method of accepting  transfers of Unit  Holders' (as defined in the Agreement)  Units in the  Partnership  and (ii) provide for an optional right of repurchase/redemption which may be exercised by the Unit Holders; and        WHEREAS,  on August 31,  1995,  Geodyne  executed  and  entered  into that certain Third Amendment to the Agreement of Limited  Partnership whereby Section 8.1.A(ii)  of the  Agreement  was deleted in order to allow  transfers  of Units facilitated  through a matching service to the extent that they otherwise comply with Internal Revenue Service transfer  regulations  applicable to non-permitted transfers for non-publicly traded limited partnerships; and        WHEREAS,  on June 30, 1996,  Geodyne merged into Geodyne  Resources,  Inc. ("Resources"); and        WHEREAS,  on  July  1,  1996,  Resources,   as  successor  via  merger  to Properties,  executed and entered into, as General Partner,  that certain Fourth Amendment  to the  Agreement  of Limited  Partnership  whereby  it  amended  the Agreement to provide that Resources,  as successor via merger to Geodyne, is the General Partner of the Partnership; and       WHEREAS,  on December  30, 1999,  Resources  executed and entered into that certain Fifth Amendment to the Agreement whereby the term of the partnership was extended for an additional two years, until January 25, 2002; and       WHEREAS,  on November  14, 2001,  Resources  executed and entered into that certain Sixth Amendment to the Agreement whereby the term of the partnership was extended for an additional two years, until January 24, 2004; and                                        -1-           WHEREAS,  on January 22,  2004,  Resources  executed and entered into that certain Seventh  Amendment to the Agreement  whereby the term of the partnership was extended until December 31, 2005; and        WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue  in full  force and effect for a period of ten (10) years from the date of its  Activation  (as  defined in the  Agreement),  provided  that the General Partner may extend the term of the  Partnership for an additional 24 days of the current two year period and for an  additional  two periods of two years each if it believes each such  extension is in the best interests of the Unit Holders or until dissolution prior thereto pursuant to the provisions of the Agreement, and        WHEREAS,  Resources  as General  Partner has elected to extend the life of the Partnership through December 31, 2007.        NOW,  THEREFORE,  in  consideration  of  the  covenants,   conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.3. is hereby amended and restated as follows:              The  Partnership  shall  continue in force and effect until December          31, 2007,  provided that the General Partner may extend the term of the          Partnership  for an  additional  24 days of the current two year period          and for an  additional  one  period  of two years if it  believes  such          extension  is in the  best  interests  of the  Unit  Holders,  or until          dissolution prior thereto pursuant to the provisions hereof.        IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of this 27th day of October, 2005.                                      GEODYNE RESOURCES, INC.,                                     as General Partner                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                      GEODYNE DEPOSITARY COMPANY,                                     as the Limited Partner                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                      GEODYNE RESOURCES, INC.                                     as Attorney-in-Fact for all                                     Substituted Limited Partners                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                        -2-    EX-4.33 5 exh4-33.txt AMENDMENT                                    EXHIBIT 4.33                                 Eighth Amendment to                        Agreement of Limited Partnership of                  Geodyne Energy Income Limited Partnership III-C        This Eighth  Amendment  to  Agreement  of Limited  Partnership  of Geodyne Energy Income Limited  Partnership III-C (the  "Partnership") is entered into by and between Geodyne Resources,  Inc. ("Resources"),  a Delaware corporation,  as successor General Partner, Geodyne Depositary Company ("Depositary"), a Delaware corporation,  as the  Limited  Partner,  and all  Substituted  Limited  Partners admitted to the Partnership.        WHEREAS, on February 26, 1990, Geodyne Production Company ("Geodyne"),  as General Partner, and Depositary executed and entered into that certain Agreement of Limited Partnership of the Partnership (the "Agreement"); and        WHEREAS,  on February  25,  1993,  Geodyne  executed and entered into that certain  First  Amendment  to the  Agreement of Limited  Partnership  whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne  Energy Income Partnership III-C" to "Geodyne Energy Income Limited  Partnership  III-C",  (ii) the address of the  Partnership's  principal  place of  business,  and (iii) the address for the Partnership's agent for service of process; and        WHEREAS, on August 4, 1993, Geodyne executed and entered into that certain Second  Amendment  to the  Agreement  of  Limited  Partnership  in  order to (i) expedite the method of accepting  transfers of Unit  Holders' (as defined in the Agreement)  Units in the  Partnership  and (ii) provide for an optional right of repurchase/redemption which may be exercised by the Unit Holders; and        WHEREAS,  on August 31,  1995,  Geodyne  executed  and  entered  into that certain Third Amendment to the Agreement of Limited  Partnership whereby Section 8.1.A(ii)  of the  Agreement  was deleted in order to allow  transfers  of Units facilitated  through a matching service to the extent that they otherwise comply with Internal Revenue Service transfer  regulations  applicable to non-permitted transfers for non-publicly traded limited partnerships; and        WHEREAS,  on June 30, 1996,  Geodyne merged into Geodyne  Resources,  Inc. ("Resources"); and        WHEREAS,  on  July  1,  1996,  Resources,   as  successor  via  merger  to Properties,  executed and entered into, as General Partner,  that certain Fourth Amendment  to the  Agreement  of Limited  Partnership  whereby  it  amended  the Agreement to provide that Resources,  as successor via merger to Geodyne, is the General Partner of the Partnership; and       WHEREAS,  on December  30, 1999,  Resources  executed and entered into that certain Fifth Amendment to the Agreement whereby the term of the partnership was extended for an additional two years, until February 27, 2002; and       WHERAS,  on February  14,  2001,  Resources  executed and entered into that certain Sixth Amendment to the Agreement whereby the term of the partnership was extended for an additional two years, until February 27, 2004; and                                        -1-           WHEREAS,  on January 22,  2004,  Resources  executed and entered into that certain Seventh  Amendment to the Agreement  whereby the term of the partnership was extended until December 31, 2005; and        WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue  in full  force and effect for a period of ten (10) years from the date of its  Activation  (as  defined in the  Agreement),  provided  that the General Partner may extend the term of the  Partnership for an additional 58 days of the current two year period and for an  additional  two periods of two years each if it believes each such  extension is in the best interests of the Unit Holders or until dissolution prior thereto pursuant to the provisions of the Agreement, and        WHEREAS,  Resources  as General  Partner has elected to extend the life of the Partnership through December 31, 2007.        NOW,  THEREFORE,  in  consideration  of  the  covenants,   conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.3. is hereby amended and restated as follows:              The  Partnership  shall  continue in force and effect until December          31, 2007,  provided that the General Partner may extend the term of the          Partnership  for an  additional  58 days of the current two year period          and for an  additional  one  period  of two years if it  believes  such          extension  is in the  best  interests  of the  Unit  Holders,  or until          dissolution prior thereto pursuant to the provisions hereof.        IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of this 27th day of October, 2005.                                      GEODYNE RESOURCES, INC.,                                     as General Partner                                      By:   //s// Dennis R. Neill                                           --------------------                                           Dennis R. Neill                                           President                                      GEODYNE DEPOSITARY COMPANY,                                     as the Limited Partner                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                      GEODYNE RESOURCES, INC.                                     as Attorney-in-Fact for all                                     Substituted Limited Partners                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                        -2-    EX-4.44 6 exh4-44.txt AMENDMENT                                    EXHIBIT 4.44                                 Eighth Amendment to                        Agreement of Limited Partnership of                  Geodyne Energy Income Limited Partnership III-D        This Eighth  Amendment  to  Agreement  of Limited  Partnership  of Geodyne Energy Income Limited  Partnership III-D (the  "Partnership") is entered into by and between Geodyne Resources,  Inc. ("Resources"),  a Delaware corporation,  as successor General Partner, Geodyne Depositary Company ("Depositary"), a Delaware corporation,  as the  Limited  Partner,  and all  Substituted  Limited  Partners admitted to the Partnership.        WHEREAS, on September 5, 1990, Geodyne Production Company  ("Production"), as General  Partner  and  Depositary  executed  and  entered  into that  certain Agreement of Limited Partnership of the Partnership (the "Agreement"); and        WHEREAS,  on February 25, 1993,  Production executed and entered into that certain  First  Amendment  to the  Agreement of Limited  Partnership  whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne  Energy Income Partnership III-D" to "Geodyne Energy Income Limited  Partnership  III-D",  (ii) the address of the  Partnership's  principal  place of  business,  and (iii) the address for the Partnership's agent for service of process; and        WHEREAS,  on August 4, 1993,  Production  executed  and entered  into that certain Second Amendment to the Agreement of Limited Partnership in order to (i) expedite the method of accepting  transfers of Unit  Holders' (as defined in the Agreement)  Units in the  Partnership  and (ii) provide for an optional right of repurchase/redemption which may be exercised by the Unit Holders; and        WHEREAS,  on August 31,  1995,  Production  executed and entered into that certain Third Amendment to the Agreement  whereby it amended certain  provisions to allow transfers of Units facilitated through a matching service to the extent that such transfers  otherwise  comply with Internal  Revenue  Service  transfer regulations  applicable  to  non-permitted  transfers  for  non-publicly  traded limited partnerships; and        WHEREAS, on June 30, 1996, Production merged into Geodyne Resources,  Inc. ("Resources"); and        WHEREAS,  on  July  1,  1996,  Resources,   as  successor  via  merger  to Production,  executed and entered into, as General Partner,  that certain Fourth Amendment  to the  Agreement  of Limited  Partnership  whereby  it  amended  the Agreement to provide that Resources,  as successor via merger to Geodyne, is the General Partner of the Partnership; and       WHEREAS,  on August 23,  2000,  Resources  executed  and entered  into that certain Fifth Amendment to the Agreement whereby the term of the partnership was extended for an additional two years, until September 5, 2002, and       WHEREAS,  on August 20,  2002,  Resources  executed  and entered  into that certain Sixth Amendment to the Agreement whereby the term of the partnership was extended for an additional two years, until September 5, 2004; and                                        -1-           WHEREAS,  on August 18,  2004,  Resources  executed  and entered into that certain Seventh  Amendment to the Agreement  whereby the term of the partnership was extended until December 31, 2005; and        WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue  in full  force and effect for a period of ten (10) years from the date of its  Activation  (as  defined in the  Agreement),  provided  that the General Partner may extend the term of the Partnership for an additional 247 days of the current  two year  period and for up to an  additional  two periods of two years each if it believes  each such  extension  is in the best  interests of the Unit Holders or until  dissolution  prior thereto  pursuant to the  provisions of the Agreement, and        WHEREAS,  Resources  as General  Partner has elected to extend the life of the Partnership through December 31, 2007.        NOW,  THEREFORE,  in  consideration  of  the  covenants,   conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.3. is hereby amended and restated as follows:                    The  Partnership  shall  continue  in force and  effect  until             December 31, 2007,  provided that the General Partner may extend the             term of the  Partnership  for an additional  247 days of the current             two year period and for an additional  one period of two years if it             believes  such  extension  is in the  best  interests  of  the  Unit             Holders,   or  until  dissolution  prior  thereto  pursuant  to  the             provisions hereof.        IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of this 27th day of October, 2005.                                      GEODYNE RESOURCES, INC.,                                     as General Partner                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                      GEODYNE DEPOSITARY COMPANY,                                     as the Limited Partner                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                      GEODYNE RESOURCES, INC.                                     as Attorney-in-Fact for all                                     Substituted Limited Partners                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                        -2-    EX-4.55 7 exh4-55.txt AMENDMENT                                    EXHIBIT 4.55                                 Eighth Amendment to                        Agreement of Limited Partnership of                  Geodyne Energy Income Limited Partnership III-E         This Eighth  Amendment  to  Agreement  of Limited  Partnership  of Geodyne Energy Income Limited  Partnership III-E (the  "Partnership") is entered into by and between Geodyne Resources,  Inc. ("Resources"),  a Delaware corporation,  as successor General Partner, Geodyne Depositary Company ("Depositary"), a Delaware corporation,  as the  Limited  Partner,  and all  Substituted  Limited  Partners admitted to the Partnership.        WHEREAS, on December 26, 1990, Geodyne Production Company  ("Production"), as General  Partner  and  Depositary  executed  and  entered  into that  certain Agreement of Limited Partnership of the Partnership (the "Agreement"); and        WHEREAS,  on February 25, 1993,  Production executed and entered into that certain  First  Amendment  to the  Agreement of Limited  Partnership  whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne  Energy Income Partnership III-E" to "Geodyne Energy Income Limited  Partnership  III-E",  (ii) the address of the  Partnership's  principal  place of  business,  and (iii) the address for the Partnership's agent for service of process; and        WHEREAS,  on August 4, 1993,  Production  executed  and entered  into that certain Second Amendment to the Agreement of Limited Partnership in order to (i) expedite the method of accepting  transfers of Unit  Holders' (as defined in the Agreement)  Units in the  Partnership  and (ii) provide for an optional right of repurchase/redemption which may be exercised by the Unit Holders; and        WHEREAS,  on August 31,  1995,  Production  executed and entered into that certain Third Amendment to the Agreement  whereby it amended certain  provisions to allow transfers of Units facilitated through a matching service to the extent that such transfers  otherwise  comply with Internal  Revenue  Service  transfer regulations  applicable  to  non-permitted  transfers  for  non-publicly  traded limited partnerships; and        WHEREAS, on June 30, 1996, Production merged into Geodyne Resources,  Inc. ("Resources"); and        WHEREAS,  on  July  1,  1996,  Resources,   as  successor  via  merger  to Production,  executed and entered into, as General Partner,  that certain Fourth Amendment  to the  Agreement  of Limited  Partnership  whereby  it  amended  the Agreement to provide that Resources,  as successor via merger to Geodyne, is the General Partner of the Partnership; and        WHEREAS,  on November 15, 2000,  Resources  executed and entered into that certain Fifth Amendment to the Agreement whereby the term of the partnership was extended for an additional two years, until December 26, 2002; and        WHEREAS,  on November 6, 2002,  Resources  executed  and entered into that certain Sixth Amendment to the Agreement whereby the term of the partnership was extended for an additional two years, until December 26, 2004; and                                        -1-           WHEREAS,  on August 18,  2004,  Resources  executed  and entered into that certain Seventh  Amendment to the Agreement  whereby the term of the partnership was extended until December 31, 2005; and       WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue  in full  force and effect for a period of ten (10) years from the date of its  Activation  (as  defined in the  Agreement),  provided  that the General Partner may extend the term of the  Partnership  and  additional 360 days of the current  two year  period  and for up to two  periods  of two  years  each if it believes  each such  extension  is in the best  interests of the Unit Holders or until dissolution prior thereto pursuant to the provisions of the Agreement, and        WHEREAS,  Resources  as General  Partner has elected to extend the life of the Partnership through December 31, 2007.        NOW,  THEREFORE,  in  consideration  of  the  covenants,   conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.3. is hereby amended and restated as follows:              The  Partnership  shall  continue in force and effect until December          31, 2007,  provided that the General Partner may extend the term of the          Partnership  for an additional  360 days of the current two year period          and for an  additional  one  period  of two years if it  believes  such          extension  is in the  best  interests  of the  Unit  Holders,  or until          dissolution prior thereto pursuant to the provisions hereof.        IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of this 27th day of October, 2005.                                      GEODYNE RESOURCES, INC.,                                     as General Partner                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                      GEODYNE DEPOSITARY COMPANY,                                     as the Limited Partner                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                      GEODYNE RESOURCES, INC.                                     as Attorney-in-Fact for all                                     Substituted Limited Partners                                      By:   //s// Dennis R. Neill                                           ---------------------                                           Dennis R. Neill                                           President                                        -2-    EX-23.1 8 x23-1.txt RYDER SCOTT CONSENT                                    Exhibit 23.1   Ryder Scott Company Petroleum Consultants  1100 Louisiana                                              Fax (713) 651-0849 Suite 3800 Houston, TX  77002-5218                               Telephone (713) 651-9191                             CONSENT OF PETROLEUM CONSULTING FIRM           We consent to the  reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 2005 for Geodyne Energy Income Limited Partnership III-A.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.2 9 x23-2.txt RYDER SCOTT CONSENT                                    Exhibit 23.2  Ryder Scott Company Petroleum Consultants  1100 Louisiana                                              Fax (713) 651-0849 Suite 3800 Houston, TX  77002-5218                               Telephone (713) 651-9191                             CONSENT OF PETROLEUM CONSULTING FIRM           We consent to the  reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 2005 for Geodyne Energy Income Limited Partnership III-B.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006     EX-23.3 10 x23-3.txt RYDER SCOTT CONSENT                                    Exhibit 23.3   Ryder Scott Company Petroleum Consultants  1100 Louisiana                                              Fax (713) 651-0849 Suite 3800 Houston, TX  77002-5218                               Telephone (713) 651-9191                             CONSENT OF PETROLEUM CONSULTING FIRM           We consent to the  reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 2005 for Geodyne Energy Income Limited Partnership III-C.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.4 11 x23-4.txt RYDER SCOTT CONSENT                                    Exhibit 23.4   Ryder Scott Company Petroleum Consultants  1100 Louisiana                                              Fax (713) 651-0849 Suite 3800 Houston, TX  77002-5218                               Telephone (713) 651-9191                             CONSENT OF PETROLEUM CONSULTING FIRM           We consent to the  reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 2005 for Geodyne Energy Income Limited Partnership III-D.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.5 12 x23-5.txt RYDER SCOTT CONSENT                                    Exhibit 23.5   Ryder Scott Company Petroleum Consultants  1100 Louisiana                                              Fax (713) 651-0849 Suite 3800 Houston, TX  77002-5218                               Telephone (713) 651-9191                             CONSENT OF PETROLEUM CONSULTING FIRM           We consent to the  reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 2005 for Geodyne Energy Income Limited Partnership III-E.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.6 13 x23-6.txt RYDER SCOTT CONSENT                                    Exhibit 23.6   Ryder Scott Company Petroleum Consultants  1100 Louisiana                                              Fax (713) 651-0849 Suite 3800 Houston, TX  77002-5218                               Telephone (713) 651-9191                             CONSENT OF PETROLEUM CONSULTING FIRM           We consent to the  reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 2005 for Geodyne Energy Income Limited Partnership III-F.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-31.1 14 x31-1.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.1                                   CERTIFICATION  I, Dennis R. Neill, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership III-A;  2.    Based on my  knowledge,  this  annual  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 annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual 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  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  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 annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Dennis R. Neill                                     ----------------------------                                     Dennis R. Neill, President                                     (Principal Executive Officer)     EX-31.2 15 x31-2.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.2                                   CERTIFICATION  I, Craig D. Loseke, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership III-A;  2.    Based on my  knowledge,  this  annual  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 annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual 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  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  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 annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Craig D. Loseke                                     ----------------------------                                     Craig D. Loseke, Chief Accounting Officer                                     (Principal Financial Officer)     EX-31.3 16 x31-3.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.3                                   CERTIFICATION  I, Dennis R. Neill, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership III-B;  2.    Based on my  knowledge,  this  annual  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 annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual 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  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  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 annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Dennis R. Neill                                     ----------------------------                                     Dennis R. Neill, President                                     (Principal Executive Officer)     EX-31.4 17 x31-4.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.4                                   CERTIFICATION  I, Craig D. Loseke, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership III-B;  2.    Based on my  knowledge,  this  annual  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 annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual 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  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  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 annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Craig D. Loseke                                     ----------------------------                                     Craig D. Loseke, Chief Accounting Officer                                     (Principal Financial Officer)     EX-31.5 18 x31-5.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.5                                   CERTIFICATION  I, Dennis R. Neill, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership III-C;  2.    Based on my  knowledge,  this  annual  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 annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual 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  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  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 annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Dennis R. Neill                                     ----------------------------                                     Dennis R. Neill, President                                     (Principal Executive Officer)     EX-31.6 19 x31-6.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.6                                   CERTIFICATION  I, Craig D. Loseke, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership III-C;  2.    Based on my  knowledge,  this  annual  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 annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual 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  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  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 annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Craig D. Loseke                                     ----------------------------                                     Craig D. Loseke, Chief Accounting Officer                                     (Principal Financial Officer)     EX-31.7 20 x31-7.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.7                                   CERTIFICATION  I, Dennis R. Neill, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership III-D;  2.    Based on my  knowledge,  this  annual  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 annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual 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  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  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 annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Dennis R. Neill                                     ----------------------------                                     Dennis R. Neill, President                                     (Principal Executive Officer)     EX-31.8 21 x31-8.txt CERTIFICATION (SECTION 302)                                    Exhibit 31.8                                   CERTIFICATION  I, Craig D. Loseke, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership III-D;  2.    Based on my  knowledge,  this  annual  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 annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual 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  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  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 annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Craig D. Loseke                                     ----------------------------                                     Craig D. Loseke, Chief Accounting Officer                                     (Principal Financial Officer)     EX-31.9 22 x31-9.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.9                                   CERTIFICATION  I, Dennis R. Neill, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership III-E;  2.    Based on my  knowledge,  this  annual  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 annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual 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  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  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 annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Dennis R. Neill                                     ----------------------------                                     Dennis R. Neill, President                                     (Principal Executive Officer)     EX-31.10 23 x31-10.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.10                                   CERTIFICATION  I, Craig D. Loseke, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership III-E;  2.    Based on my  knowledge,  this  annual  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 annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual 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  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  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 annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Craig D. Loseke                                     ----------------------------                                     Craig D. Loseke, Chief Accounting Officer                                     (Principal Financial Officer)     EX-31.11 24 x31-11.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.11                                   CERTIFICATION  I, Dennis R. Neill, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership III-F;  2.    Based on my  knowledge,  this  annual  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 annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual 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  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  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 annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Dennis R. Neill                                     ----------------------------                                     Dennis R. Neill, President                                     (Principal Executive Officer)     EX-31.12 25 x31-12.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.12                                   CERTIFICATION  I, Craig D. Loseke, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership III-F;  2.    Based on my  knowledge,  this  annual  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 annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual 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  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  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 annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Craig D. Loseke                                     ----------------------------                                     Craig D. Loseke, Chief Accounting Officer                                     (Principal Financial Officer)     EX-32.1 26 x32-1.txt CERTIFICATION (SEC. 906)                                      Exhibit 32.1                                    CERTIFICATION                        PURSUANT TO 18 U.S.C. SECTION 1350,                     AS ADOPTED PURSUANT TO SECTION 906 OF THE                            SARBANES-OXLEY ACT OF 2002        The  undersigned  hereby  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the undersigned's  best knowledge and belief, the Annual Report on Form 10-K for the Geodyne Energy Income Limited Partnership III-A ("Issuer") for the period ending December 31, 2005 as filed with the  Securities  and Exchange  Commission on the date hereof (the "Report"):        (a)   fully complies with the requirements of section 13(a) or 15(d) of             the Securities Exchange Act of 1934; and        (b)   the information contained in the Report fairly presents, in all             material respects, the financial condition and results of operations             of the Issuer.        Dated this 29th day of March, 2006.                                      GEODYNE ENERGY INCOME LIMITED                                     PARTNERSHIP III-A                                     ("Issuer")                                      //s// Dennis R. Neill                                     -----------------------------------                                     Dennis R. Neill                                     President (Chief Executive Officer)                                      //s// Craig D. Loseke                                     -----------------------------------                                     Craig D. Loseke                                     Chief Accounting Officer                                     (Chief Financial Officer)      EX-32.2 27 x32-2.txt CERTIFICATION (SEC. 906)                                    Exhibit 32.2                                     CERTIFICATION                        PURSUANT TO 18 U.S.C. SECTION 1350,                     AS ADOPTED PURSUANT TO SECTION 906 OF THE                            SARBANES-OXLEY ACT OF 2002        The  undersigned  hereby  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the undersigned's  best knowledge and belief, the Annual Report on Form 10-K for the Geodyne Energy Income Limited Partnership III-B ("Issuer") for the period ending December 31, 2005 as filed with the  Securities  and Exchange  Commission on the date hereof (the "Report"):        (a)   fully complies with the requirements of section 13(a) or 15(d) of             the Securities Exchange Act of 1934; and        (b)   the information contained in the Report fairly presents, in all             material respects, the financial condition and results of operations             of the Issuer.        Dated this 29th day of March, 2006.                                     GEODYNE ENERGY INCOME LIMITED                                    PARTNERSHIP III-B                                    ("Issuer")                                      //s// Dennis R. Neill                                     -----------------------------------                                     Dennis R. Neill                                     President (Chief Executive Officer)                                      //s// Craig D. Loseke                                     -----------------------------------                                     Craig D. Loseke                                     Chief Accounting Officer                                     (Chief Financial Officer)      EX-32.3 28 x32-3.txt CERTIFICATION (SEC. 906)                                    Exhibit 32.3                                     CERTIFICATION                        PURSUANT TO 18 U.S.C. SECTION 1350,                     AS ADOPTED PURSUANT TO SECTION 906 OF THE                            SARBANES-OXLEY ACT OF 2002        The  undersigned  hereby  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the undersigned's  best knowledge and belief, the Annual Report on Form 10-K for the Geodyne Energy Income Limited Partnership III-C ("Issuer") for the period ending December 31, 2005 as filed with the  Securities  and Exchange  Commission on the date hereof (the "Report"):        (a)   fully complies with the requirements of section 13(a) or 15(d) of             the Securities Exchange Act of 1934; and        (b)   the information contained in the Report fairly presents, in all             material respects, the financial condition and results of operations             of the Issuer.        Dated this 29th day of March, 2006.                                     GEODYNE ENERGY INCOME LIMITED                                    PARTNERSHIP III-C                                    ("Issuer")                                      //s// Dennis R. Neill                                     -----------------------------------                                     Dennis R. Neill                                     President (Chief Executive Officer)                                      //s// Craig D. Loseke                                     -----------------------------------                                     Craig D. Loseke                                     Chief Accounting Officer                                     (Chief Financial Officer)      EX-32.4 29 x32-4.txt CERTIFICATION (SEC. 906)                                    Exhibit 32.4                                     CERTIFICATION                        PURSUANT TO 18 U.S.C. SECTION 1350,                     AS ADOPTED PURSUANT TO SECTION 906 OF THE                            SARBANES-OXLEY ACT OF 2002         The undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the undersigned's best knowledge and belief, the Annual Report on Form 10-K for the Geodyne Energy Income Limited Partnership III-D ("Issuer") for the period ending December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"):        (a)   fully complies with the requirements of section 13(a) or 15(d) of             the Securities Exchange Act of 1934; and        (b)   the information contained in the Report fairly presents, in all             material respects, the financial condition and results of operations             of the Issuer.        Dated this 29th day of March, 2006.                                     GEODYNE ENERGY INCOME LIMITED                                    PARTNERSHIP III-D                                    ("Issuer")                                      //s// Dennis R. Neill                                     -----------------------------------                                     Dennis R. Neill                                     President (Chief Executive Officer)                                      //s// Craig D. Loseke                                     -----------------------------------                                     Craig D. Loseke                                     Chief Accounting Officer                                     (Chief Financial Officer)      EX-32.5 30 x32-5.txt CERTIFICATION (SEC. 906)                                    Exhibit 32.5                                     CERTIFICATION                        PURSUANT TO 18 U.S.C. SECTION 1350,                     AS ADOPTED PURSUANT TO SECTION 906 OF THE                            SARBANES-OXLEY ACT OF 2002        The  undersigned  hereby  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the undersigned's  best knowledge and belief, the Annual Report on Form 10-K for the Geodyne Energy Income Limited Partnership III-E ("Issuer") for the period ending December 31, 2005 as filed with the  Securities  and Exchange  Commission on the date hereof (the "Report"):        (a)   fully complies with the requirements of section 13(a) or 15(d) of             the Securities Exchange Act of 1934; and        (b)   the information contained in the Report fairly presents, in all             material respects, the financial condition and results of operations             of the Issuer.        Dated this 29th day of March, 2006.                                     GEODYNE ENERGY INCOME LIMITED                                    PARTNERSHIP III-E                                    ("Issuer")                                      //s// Dennis R. Neill                                     -----------------------------------                                     Dennis R. Neill                                     President (Chief Executive Officer)                                      //s// Craig D. Loseke                                     -----------------------------------                                     Craig D. Loseke                                     Chief Accounting Officer                                     (Chief Financial Officer)      EX-32.6 31 x32-6.txt CERTIFICATION (SEC. 906)                                    Exhibit 32.6                                     CERTIFICATION                        PURSUANT TO 18 U.S.C. SECTION 1350,                     AS ADOPTED PURSUANT TO SECTION 906 OF THE                            SARBANES-OXLEY ACT OF 2002        The  undersigned  hereby  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the undersigned's  best knowledge and belief, the Annual Report on Form 10-K for the Geodyne Energy Income Limited Partnership III-F ("Issuer") for the period ending December 31, 2005 as filed with the  Securities  and Exchange  Commission on the date hereof (the "Report"):        (a)   fully complies with the requirements of section 13(a) or 15(d) of             the Securities Exchange Act of 1934; and        (b)   the information contained in the Report fairly presents, in all             material respects, the financial condition and results of operations             of the Issuer.        Dated this 29th day of March, 2006.                                     GEODYNE ENERGY INCOME LIMITED                                    PARTNERSHIP III-F                                    ("Issuer")                                      //s// Dennis R. Neill                                     -----------------------------------                                     Dennis R. Neill                                     President (Chief Executive Officer)                                      //s// Craig D. Loseke                                     -----------------------------------                                     Craig D. Loseke                                     Chief Accounting Officer                                     (Chief Financial Officer)      -----END PRIVACY-ENHANCED MESSAGE-----
None.
As of the  end  of the  period  covered  by  this  report,  the  principal executive officer and principal financial officer conducted an evaluation of the Partnerships'  disclosure controls and procedures (as defined in Rules 13a-15(e) and  15d-15(e)  under the  Securities  and Exchange Act of 1934).  Based on this evaluation,  such officers concluded that the Partnerships'  disclosure controls and procedures are effective to ensure that information required to be disclosed by the  Partnerships  in  reports  filed  under the  Exchange  Act is  recorded, processed,  summarized,  and  reported  accurately  and within the time  periods specified in the Securities and Exchange Commission rules and forms.
The  General  Partner  is not  aware  of any  information  required  to be reported  on Form 8-K  during  the  fourth  quarter of 2005 but which was not so reported.                                        PART III
The Partnerships  have no directors or executive  officers.  The following individuals  are directors and executive  officers of the General  Partner.  The business  address of such  director  and  executive  officers is Two West Second Street, Tulsa, Oklahoma 74103.                                           -70-                  Name              Age          Position with Geodyne       ----------------        ---     --------------------------------       Dennis R. Neill          54     President and Director        Judy K. Fox              55     Secretary  The director will hold office until the next annual meeting of  shareholders  of Geodyne  or until  his  successor  has been  duly  elected  and  qualified.  All executive officers serve at the discretion of the Board of Directors.        Dennis R. Neill joined Samson in 1981, was named Senior Vice President and Director of Geodyne on March 3, 1993, and was named President of Geodyne and its subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a Tulsa law firm,  Conner and  Winters,  where his  principal  practice was in the securities area. He received a Bachelor of Arts degree in political science from Oklahoma State  University and a Juris  Doctorate  degree from the University of Texas.  Mr.  Neill also serves as Senior  Vice  President  of Samson  Investment Company and as President and Director of Samson Properties Incorporated,  Samson Hydrocarbons Company, Dyco Petroleum  Corporation,  Berry Gas Company,  Circle L Drilling Company, Snyder Exploration Company, and Compression, Inc.        Judy K. Fox joined  Samson in 1990 and was named  Secretary of Geodyne and its  subsidiaries on June 30, 1996.  Prior to joining Samson,  she served as Gas Contract Manager for Ely Energy Company.  Ms. Fox is also Secretary of Berry Gas Company,   Circle  L  Drilling  Company,   Compression,   Inc.,  Dyco  Petroleum Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson Properties Incorporated.         Section 16(a) Beneficial Ownership Reporting Compliance        To the best knowledge of the Partnerships  and the General Partner,  there were no officers,  directors,  or ten percent owners who were delinquent  filers during 2005 of reports required under Section 16 of the Securities  Exchange Act of 1934.         Audit Committee Financial Expert        The  Partnerships  are not  required by SEC  regulations  or  otherwise to maintain an audit  committee.  The board of  directors  of the  General  Partner consists of one person and therefore serves as its audit committee. There is not an audit committee financial expert, as defined in the SEC regulations,  serving on the General Partner's board of directors.                                           -71-           Code of Ethics        The General  Partner has adopted a Code of Ethics which  applies to all of its  executive  officers,  including  those persons who perform the functions of principal  executive  officer,   principal  financial  officer,   and  principal accounting  officer.  The Partnerships  will provide,  free of charge, a copy of this Code of Ethics to any person upon  receipt of a written  request  mailed to Geodyne  Resources,  Inc.,  Investor  Services,  Samson  Plaza,  Two West Second Street,  Tulsa,  OK 74103.  Such  requests must include the address to which the Code of Ethics should be mailed.
The General  Partner and its  affiliates are reimbursed for actual general and  administrative  costs and operating costs incurred and  attributable to the conduct of the business affairs and operations of the Partnerships,  computed on a cost basis,  determined  in  accordance  with  generally  accepted  accounting principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships include office rent, secretarial, employee compensation and benefits, travel and communication costs, fees for professional  services,  and other items generally classified  as general or  administrative  expense.  When actual costs  incurred benefit other  Partnerships and affiliates,  the allocation of costs is based on the  relationship of the  Partnerships'  reserves to the total reserves owned by all  Partnerships  and  affiliates.  The  amount of general  and  administrative expense allocated to the General Partner and its affiliates which was charged to each  Partnership  during 2005, 2004, and 2003, is set forth in the table below. Although the actual  costs  incurred by the General  Partner and its  affiliates have  fluctuated  during the three years  presented,  the amounts charged to the Partnerships  have not  fluctuated  due to  expense  limitations  imposed by the Partnership Agreements.               Partnership         2005          2004         2003             -----------       --------      --------     --------                 III-A          $277,872      $277,872     $277,872                III-B           145,620       145,620      145,620                III-C           257,412       257,412      257,412                III-D           137,904       137,904      137,904                III-E           440,280       440,280      440,280                III-F           233,136       233,136      233,136        None  of  the  officers  or  directors  of  the  General  Partner  receive compensation  directly from the  Partnerships.  The  Partnerships  reimburse the General  Partner  or its  affiliates  for that  portion  of such  officers'  and directors'   salaries  and  expenses   attributable  to  time  devoted  by  such individuals to the                                          -72-     Partnerships'  activities  based on the allocation  method  described above. The following tables indicate the approximate  amount of general and  administrative expense reimbursement  attributable to the salaries of the directors,  officers, and employees of the General Partner and its affiliates  during 2005,  2004, and 2003:                             [Remainder of Page Intentionally Left Blank]                                            -73-                                                       Salary Reimbursements                                                      III-A Partnership                                                     -----------------                                             Three Years Ended December 31, 2005                                                                            Long Term Compensation                                                                     ----------------------------------                                        Annual Compensation                     Awards          Payouts                                 -------------------------------     -----------------------    -------                                                                                     Securi-                                                          Other                       ties                     All      Name                                                Annual     Restricted      Under-                   Other       and                                               Compen-       Stock         lying        LTIP       Compen-    Principal                    Salary        Bonus     sation       Award(s)      Options/     Payouts     sation    Position             Year      ($)          ($)        ($)          ($)          SARs(#)       ($)         ($) - ---------------         ----    --------     -------    -------     ----------     --------     -------     -------          Dennis R. Neill, President(1)            2003        -           -          -            -             -            -           -                         2004        -           -          -            -             -            -           -                         2005        -           -          -            -             -            -           - All Executive Officers, Directors, and Employees as a group(2)           2003    $150,821        -          -            -             -            -           -                         2004    $161,596        -          -            -             -            -           -                         2005    $165,823        -          -            -             -            -           -  - ---------- (1)   The general and administrative  expenses paid by the III-A Partnership and       attributable to salary  reimbursements  do not include any salary or other       compensation attributable to Mr. Neill. (2)   No officer or director  of Geodyne or its  affiliates  provides  full-time       services  to the III-A  Partnership  and no  individual's  salary or other       compensation  reimbursement  from the III-A Partnership  equals or exceeds       $100,000 per annum.                                           -74-                                                       Salary Reimbursements                                                      III-B Partnership                                                     -----------------                                             Three Years Ended December 31, 2005                                                                            Long Term Compensation                                                                     ----------------------------------                                        Annual Compensation                    Awards           Payouts                                  -------------------------------    -----------------------    -------                                                                                     Securi-                                                           Other                      ties                     All      Name                                                 Annual    Restricted      Under-                   Other       and                                                Compen-      Stock         lying        LTIP       Compen-    Principal                     Salary       Bonus      sation      Award(s)      Options/     Payouts     sation    Position             Year       ($)         ($)         ($)         ($)          SARs(#)       ($)         ($) - ---------------         ----     -------     -------     -------    ----------     --------     -------     -------          Dennis R. Neill, President(1)            2003        -           -           -           -            -             -           -                         2004        -           -           -           -            -             -           -                         2005        -           -           -           -            -             -           - All Executive Officers, Directors, and Employees as a group(2)           2003     $79,038        -           -           -            -             -           -                         2004     $84,685        -           -           -            -             -           -                         2005     $86,900        -           -           -            -             -           -  - ---------- (1)   The general and administrative  expenses paid by the III-B Partnership and       attributable to salary  reimbursements  do not include any salary or other       compensation attributable to Mr. Neill. (2)   No officer or director  of Geodyne or its  affiliates  provides  full-time       services  to the III-B  Partnership  and no  individual's  salary or other       compensation  reimbursement  from the III-B Partnership  equals or exceeds       $100,000 per annum.                                           -75-                                                        Salary Reimbursements                                                      III-C Partnership                                                     -----------------                                             Three Years Ended December 31, 2005                                                                              Long Term Compensation                                                                      ------------------------------------                                        Annual Compensation                     Awards            Payouts                                  -------------------------------     -----------------------      -------                                                                                      Securi-                                                           Other                       ties                    All      Name                                                 Annual     Restricted      Under-                  Other       and                                                Compen-       Stock         lying         LTIP     Compen-    Principal                     Salary       Bonus      sation       Award(s)      Options/      Payouts   sation    Position             Year       ($)         ($)         ($)          ($)          SARs(#)        ($)       ($) - ---------------         ----     --------    -------     -------     ----------     --------      -------   -------          Dennis R. Neill, President(1)            2003         -          -           -            -             -             -         -                         2004         -          -           -            -             -             -         -                         2005         -          -           -            -             -             -         - All Executive Officers, Directors, and Employees as a group(2)           2003     $139,716       -           -            -             -             -         -                         2004     $149,698       -           -            -             -             -         -                         2005     $153,613       -           -            -             -             -         -  - ---------- (1)   The general and administrative  expenses paid by the III-C Partnership and       attributable to salary  reimbursements  do not include any salary or other       compensation attributable to Mr. Neill. (2)   No officer or director  of Geodyne or its  affiliates  provides  full-time       services  to the III-C  Partnership  and no  individual's  salary or other       compensation  reimbursement  from the III-C Partnership  equals or exceeds       $100,000 per annum.                                           -76-                                                        Salary Reimbursements                                                      III-D Partnership                                                     -----------------                                             Three Years Ended December 31, 2005                                                                             Long Term Compensation                                                                     ----------------------------------                                        Annual Compensation                  Awards             Payouts                                 -------------------------------     -----------------------    -------                                                                                     Securi-                                                          Other                       ties                     All      Name                                                Annual     Restricted      Under-                   Other       and                                               Compen-       Stock         lying        LTIP       Compen-    Principal                    Salary       Bonus      sation       Award(s)      Options/     Payouts     sation    Position             Year      ($)         ($)         ($)          ($)          SARs(#)       ($)         ($) - ---------------         ----    -------     -------     -------     ----------     --------     -------     -------          Dennis R. Neill, President(1)            2003       -           -           -            -             -            -           -                         2004       -           -           -            -             -            -           -                         2005       -           -           -            -             -            -           - All Executive Officers, Directors, and Employees as a group(2)           2003    $74,850        -           -            -             -            -           -                         2004    $80,198        -           -            -             -            -           -                         2005    $82,296        -           -            -             -            -           -  - ---------- (1)   The general and administrative  expenses paid by the III-D Partnership and       attributable to salary  reimbursements  do not include any salary or other       compensation attributable to Mr. Neill. (2)   No officer or director  of Geodyne or its  affiliates  provides  full-time       services  to the III-D  Partnership  and no  individual's  salary or other       compensation  reimbursement  from the III-D Partnership  equals or exceeds       $100,000 per annum.                                           -77-                                                        Salary Reimbursements                                                      III-E Partnership                                                     -----------------                                             Three Years Ended December 31, 2005                                                                            Long Term Compensation                                                                   -------------------------------------                                       Annual Compensation                 Awards                Payouts                                 -------------------------------   -----------------------       -------                                                                                   Securi-                                                          Other                     ties                       All      Name                                                Annual   Restricted      Under-                     Other       and                                               Compen-     Stock         lying          LTIP       Compen-    Principal                    Salary       Bonus      sation     Award(s)      Options/       Payouts     sation    Position             Year      ($)         ($)         ($)        ($)          SARs(#)         ($)         ($) - ---------------         ----    --------    -------     -------   ----------     --------       -------     -------          Dennis R. Neill, President(1)            2003        -          -           -          -             -              -           -                         2004        -          -           -          -             -              -           -                         2005        -          -           -          -             -              -           - All Executive Officers, Directors, and Employees as a group(2)           2003    $238,971       -           -          -             -              -           -                         2004    $256,045       -           -          -             -              -           -                         2005    $262,741       -           -          -             -              -           -  - ---------- (1)   The general and administrative  expenses paid by the III-E Partnership and       attributable to salary  reimbursements  do not include any salary or other       compensation attributable to Mr. Neill. (2)   No officer or director  of Geodyne or its  affiliates  provides  full-time       services  to the III-E  Partnership  and no  individual's  salary or other       compensation  reimbursement  from the III-E Partnership  equals or exceeds       $100,000 per annum.                                           -78-                                                         Salary Reimbursements                                                      III-F Partnership                                                     -----------------                                             Three Years Ended December 31, 2005                                                                            Long Term Compensation                                                                     ----------------------------------                                       Annual Compensation                    Awards            Payouts                                 -------------------------------     ----------------------     -------                                                                                    Securi-                                                          Other                      ties                      All      Name                                                Annual     Restricted     Under-                    Other       and                                               Compen-       Stock        lying         LTIP       Compen-    Principal                    Salary       Bonus      sation       Award(s)     Options/      Payouts     sation    Position             Year      ($)         ($)         ($)          ($)         SARs(#)        ($)         ($) - ---------------         ----    --------    -------     -------     ----------    --------      -------     -------          Dennis R. Neill, President(1)            2003        -          -           -            -            -             -           -                         2004        -          -           -            -            -             -           -                         2005        -          -           -            -            -             -           - All Executive Officers, Directors, and Employees as a group(2)           2003    $126,539       -           -            -            -             -           -                         2004    $135,580       -           -            -            -             -           -                         2005    $139,126       -           -            -            -             -           -  - ---------- (1)   The general and administrative  expenses paid by the III-F Partnership and       attributable to salary  reimbursements  do not include any salary or other       compensation attributable to Mr. Neill. (2)   No officer or director  of Geodyne or its  affiliates  provides  full-time       services  to the III-F  Partnership  and no  individual's  salary or other       compensation  reimbursement  from the III-F Partnership  equals or exceeds       $100,000 per annum.                                             -79-            Affiliates  of  the  Partnerships   serve  as  operator  of  some  of  the Partnerships'  wells.  The General  Partner  contracts with such  affiliates for services as operator of the wells. As operator,  such affiliates are compensated at rates  provided  in the  operating  agreements  in effect and  charged to all parties to such agreement. Such compensation may occur both prior and subsequent to the  commencement  of  commercial  marketing of production of oil or gas. The dollar amount of such compensation paid by the Partnerships to the affiliates is impossible to quantify as of the date of this Annual Report.        Samson  maintains  necessary  inventories of new and used field equipment. Samson  may  have  provided  some of this  equipment  for  wells  in  which  the Partnerships  have an interest.  This  equipment was provided at prices or rates equal  to or  less  than  those  normally  charged  in the  same  or  comparable geographic  area by unaffiliated  persons or companies  dealing at arm's length. The operators of these wells billed the Partnerships for a portion of such costs based upon the Partnerships' interest in the well.
The following table provides information as to the beneficial ownership of the Units as of the date of filing  this  Annual  Report by (i) each  beneficial owner of more than five percent of the issued and  outstanding  Units,  (ii) the directors and officers of the General Partner, and (iii) the General Partner and its  affiliates.  The address of each of such persons is Samson Plaza,  Two West Second Street, Tulsa, Oklahoma 74103.                                                          Number of Units                                                          Beneficially                                                         Owned (Percent           Beneficial Owner                              of Outstanding) - ------------------------------------                  ------------------  III-A Partnership: - -----------------    Samson Resources Company                             66,383  (25.2%)     All affiliates, directors,       and officers of the General       Partner as a group and       the General Partner (4 persons)                   66,383  (25.2%)                                          -80-     III-B Partnership: - -----------------    Samson Resources Company                             33,507  (24.2%)     All affiliates, directors,       and officers of the General       Partner as a group and       the General Partner (4 persons)                   33,507  (24.2%)  III-C Partnership: - -----------------    Samson Resources Company                             68,804  (28.1%)     All affiliates, directors,       and officers of the General       Partner as a group and       the General Partner (4 persons)                   68,804  (28.1%)  III-D Partnership: - -----------------    Samson Resources Company                             37,728  (28.8%)     All affiliates, directors,       and officers of the General       Partner as a group and       the General Partner (4 persons)                   37,728  (28.8%)  III-E Partnership: - -----------------    Samson Resources Company                            124,864  (29.9%)     All affiliates, directors,       and officers of the General       Partner as a group and       the General Partner (4 persons)                  124,864  (29.9%)  III-F Partnership: - -----------------    Samson Resources Company                             69,103  (31.2%)     All affiliates, directors,       and officers of the General       Partner as a group and       the General Partner (4 persons)                   69,103  (31.2%)
The General  Partner and certain of its  affiliates  engage in oil and gas activities  independently  of the  Partnerships  which  result in  conflicts  of interest that cannot be totally  eliminated.  The allocation of acquisition  and drilling  opportunities and the nature of the compensation  arrangements between the Partnerships and the General Partner also create                                          -81-     potential  conflicts of interest.  An affiliate of the Partnerships owns some of the  Partnerships'  Units and  therefore  has an identity of interest with other Limited Partners with respect to the operations of the Partnerships.        In order to attempt to assure  limited  liability for Limited  Partners as well as an orderly  conduct  of  business,  management  of the  Partnerships  is exercised  solely by the General Partner.  The Partnership  Agreements grant the General Partner broad discretionary  authority with respect to the Partnerships' participation  in  drilling  prospects  and  expenditure  and  control of funds, including  borrowings.  These  provisions  are  similar  to those  contained  in prospectuses   and   partnership   agreements  for  other  public  oil  and  gas partnerships.  Broad  discretion as to general  management  of the  Partnerships involves  circumstances  where the General Partner has conflicts of interest and where  it  must  allocate  costs  and  expenses,  or  opportunities,  among  the Partnerships and other competing interests.        The  General  Partner  does  not  devote  all of its  time,  efforts,  and personnel exclusively to the Partnerships.  Furthermore, the Partnerships do not have  any  employees,   but  instead  rely  on  the  personnel  of  Samson.  The Partnerships thus compete with Samson (including other oil and gas partnerships) for the time and  resources  of such  personnel.  Samson  devotes  such time and personnel  to  the  management  of the  Partnerships  as  are  indicated  by the circumstances and as are consistent with the General Partner's fiduciary duties.        Affiliates of the Partnerships are solely responsible for the negotiation, administration,  and  enforcement of oil and gas sales  agreements  covering the Partnerships'  leasehold  interests.  Because affiliates of the Partnerships who provide  services to the  Partnerships  have  fiduciary or other duties to other members of Samson,  contract amendments and negotiating  positions taken by them in their  effort  to  enforce  contracts  with  purchasers  may not  necessarily represent  the  positions  that  the  Partnerships  would  take if they  were to administer their own contracts without involvement with other members of Samson. On the  other  hand,  management  believes  that the  Partnerships'  negotiating strength  and  contractual  positions  have  been  enhanced  by  virtue of their affiliation with Samson.                                          -82-
Audit Fees        During 2005 and 2004, each Partnership paid the following audit fees:                                                    2005        2004                                                 -------     -------       Year-end audit per engagement letter      $23,716     $21,560       1st quarter 10-Q review                       925         825       2nd quarter 10-Q review                       917         825       3rd quarter 10-Q review                       917         825         Audit-Related Fees        During 2005 and 2004 the Partnerships did not pay any  audit-related  fees of the type required by the SEC to be disclosed in this Annual Report under this heading.         Tax Fees        During 2005 and 2004 the Partnerships did not pay any tax compliance,  tax advice,  or tax planning fees of the type required by the SEC to be disclosed in this Annual Report under this heading.         All Other Fees        During  2005 and 2004 the  Partnerships  did not pay any other fees of the type  required  by the SEC to be  disclosed  in this  Annual  Report  under this heading.         Audit Approval        The  Partnerships  do not have audit committee  pre-approval  policies and procedures as described in paragraph  (c)(7)(i) of Rule 2-01 of Regulation  S-X. The  Partnerships  did not receive any  services of the type  described in Items 9(e)(2) through 9(e)(4) of Schedule 14A.         Audit and Related Fees Paid by Affiliates        The  Partnerships'  accountants  received  compensation from other related partnerships  managed by the General Partner and from other entities  affiliated with the General Partner.  This compensation is for audit services,  tax related services,  and other  accounting-related  services. The General Partner does not believe this arrangement creates a conflict of interest or impairs the auditors' independence.                                         -83-                                         PART IV
(a)   Financial Statements, Financial Statement Schedules, and Exhibits.        (1)   Financial Statements: The following financial statements for the              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              as of December  31, 2005 and 2004 and for each of the three years in             the period ended December 31, 2005 are filed as part of this report:              Report of Independent Registered Public Accounting Firm             Balance Sheets             Statements of Operations             Statements of Changes in Partners' Capital (Deficit)             Statements of Cash Flows             Notes to Financial Statements        (2)   Financial Statement Schedules:              None.        (3)   Exhibits:  Exh. No.         Exhibit - ----        -------   4.1        Agreement of Limited Partnership dated November 17, 1989 for Geodyne             Energy  Income  Limited  Partnership  III-A  filed as Exhibit 4.1 to             Registrant's  Annual Report on Form 10-K for the year ended December             31, 1999,  filed with the SEC on February  25,  2000,  and is hereby             incorporated by reference.   4.2        Certificate  of  Limited  Partnership  dated  January  24,  1990 for             Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.2             to  Registrant's  Annual  Report  on Form  10-K for the  year  ended             December  31,  2001,  filed with the SEC on February 28, 2002 and is             hereby incorporated by reference.                                           -84-      4.3        First  Amendment to  Certificate  of Limited  Partnership  and First             Amendment  to Agreement of Limited  Partnership  dated  February 24,             1993 for Geodyne  Energy Income Limited  Partnership  III-A filed as             Exhibit 4.5 to Registrant's  Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.4        Second Amendment to Agreement of Limited Partnership dated August 4,             1993 for Geodyne  Energy Income Limited  Partnership  III-A filed as             Exhibit 4.8 to Registrant's  Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.5        Second Amendment to Certificate of Limited Partnership dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-A filed as             Exhibit 4.5 to Registrant's  Annual Report on Form 10-K for the year             ended December 31, 2001, filed with the SEC on February 28, 2002 and             is hereby incorporated by reference.   4.6        Third Amendment to Agreement of Limited Partnership dated August 31,             1995 for Geodyne  Energy Income Limited  Partnership  III-A filed as             Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.7        Fourth Amendment to Agreement of Limited  Partnership  dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-A filed as             Exhibit 4.22 to Registrant's Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.8        Fifth Amendment to Agreement of Limited  Partnership  dated November             15, 1999 for Geodyne Energy Income Limited  Partnership  III-A filed             as Exhibit 4.25 to  Registrant's  Annual Report on Form 10-K for the             year ended  December  31,  1999,  filed with the SEC on February 25,             2000, and is hereby incorporated by reference.   4.9        Sixth Amendment to Agreement of Limited  Partnership  dated November             14, 2001, for the Geodyne Energy Income  Limited  Partnership  III-A             filed as Exhibit 4.9 to Registrant's  Annual Report on Form 10-K for             the year ended December 31, 2001, filed with the SEC on February 28,             2002 and is hereby incorporated by reference.   4.10       Seventh Amendment to Agreement of Limited Partnership dated November             17, 2003, for the Geodyne Energy Income  Limited  Partnership  III-A             filed as Exhibit 4.10 to Registrant's Annual Report on Form 10-K for             the year                                          -85-                 ended December 31, 2003, filed with the SEC on March 30, 2004 and is             hereby incorporated by reference.  *4.11       Eighth Amendment to Agreement of Limited Partnership for the Geodyne             Energy Income Limited Partnership III-A dated October 27, 2005.   4.12       Agreement of Limited  Partnership dated January 24, 1990 for Geodyne             Energy  Income  Limited  Partnership  III-B  filed as Exhibit 4.2 to             Registrant's  Annual Report on Form 10-K for the year ended December             31, 1999,  filed with the SEC on February  25,  2000,  and is hereby             incorporated by reference.   4.13       Certificate  of  Limited  Partnership  dated  January  24,  1990 for             Geodyne  Energy Income  Limited  Partnership  III-B filed as Exhibit             4.11 to  Registrant's  Annual Report on Form 10-K for the year ended             December  31,  2001,  filed with the SEC on February 28, 2002 and is             hereby incorporated by reference.   4.14       First  Amendment to  Certificate  of Limited  Partnership  and First             Amendment  to Agreement of Limited  Partnership  dated  February 24,             1993 for Geodyne  Energy Income Limited  Partnership  III-B filed as             Exhibit 4.6 to Registrant's  Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.15       Second Amendment to Agreement of Limited Partnership dated August 4,             1993 for Geodyne  Energy Income Limited  Partnership  III-B filed as             Exhibit 4.9 to Registrant's  Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.16       Third Amendment to Agreement of Limited Partnership dated August 31,             1995 for Geodyne  Energy Income Limited  Partnership  III-B filed as             Exhibit 4.16 to Registrant's Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.17       Second Amendment to Certificate of Limited Partnership dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-B filed as             Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2001, filed with the SEC on February 28, 2002 and             is hereby incorporated by reference.   4.18       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-B filed as             Exhibit 4.23 to Registrant's Annual Report on Form 10-K for the year             ended December                                          -86-                 31, 1999,  filed with the SEC on February  25,  2000,  and is hereby             incorporated by reference.   4.19       Fifth Amendment to Agreement of Limited  Partnership  dated December             30, 1999 for Geodyne Energy Income Limited  Partnership  III-B filed             as Exhibit 4.26 to  Registrant's  Annual Report on Form 10-K for the             year ended  December  31,  1999,  filed with the SEC on February 25,             2000, and is hereby incorporated by reference.   4.20       Sixth Amendment to Agreement of Limited  Partnership  dated November             14, 2001, for the Geodyne Energy Income  Limited  Partnership  III-B             filed as Exhibit 4.18 to Registrant's Annual Report on Form 10-K for             the year ended December 31, 2001, filed with the SEC on February 28,             2002 and is hereby incorporated by reference.   4.21       Seventh Amendment to Agreement of Limited  Partnership dated January             22, 2004, for the Geodyne Energy Income  Limited  Partnership  III-B             filed as Exhibit 4.20 to Registrant's Annual Report on Form 10-K for             the year ended  December 31,  2003,  filed with the SEC on March 30,             2004 and is hereby incorporated by reference.  *4.22       Eighth Amendment to Agreement of Limited Partnership for the Geodyne             Energy Income Limited Partnership III-B dated October 27, 2005.   4.23       Agreement of Limited Partnership dated February 26, 1990 for Geodyne             Energy  Income  Limited  Partnership  III-C  filed as Exhibit 4.3 to             Registrant's  Annual Report on Form 10-K for the year ended December             31, 1999,  filed with the SEC on February  25,  2000,  and is hereby             incorporated by reference.   4.24       Certificate  of Limited  Partnership  dated  February  26,  1990 for             Geodyne  Energy Income  Limited  Partnership  III-C filed as Exhibit             4.20 to  Registrant's  Annual Report on Form 10-K for the year ended             December  31,  2001,  filed with the SEC on February 28, 2002 and is             hereby incorporated by reference.   4.25       First  Amendment to  Certificate  of Limited  Partnership  and First             Amendment  to Agreement of Limited  Partnership  dated  February 24,             1993 for Geodyne  Energy Income Limited  Partnership  III-C filed as             Exhibit 4.7 to Registrant's  Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.26       Second Amendment to Agreement of Limited Partnership dated August 4,             1993 for Geodyne  Energy Income Limited  Partnership  III-C filed as             Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year             ended December                                          -87-                 31, 1999,  filed with the SEC on February  25,  2000,  and is hereby             incorporated by reference.   4.27       Third Amendment to Agreement of Limited Partnership dated August 31,             1995 for Geodyne  Energy Income Limited  Partnership  III-C filed as             Exhibit 4.17 to Registrant's Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.28       Second Amendment to Certificate of Limited Partnership dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-C filed as             Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2001, filed with the SEC on February 28, 2002 and             is hereby incorporated by reference.   4.29       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-C filed as             Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year             ended  December 31,  1999,  filed with the SEC on February 25, 2000,             and is hereby incorporated by reference.   4.30       Fifth Amendment to Agreement of Limited  Partnership  dated December             30, 1999 for Geodyne Energy Income Limited  Partnership  III-C filed             as Exhibit 4.27 to  Registrant's  Annual Report on Form 10-K for the             year ended  December  31,  1999,  filed with the SEC on February 25,             2000, and is hereby incorporated by reference.   4.31       Sixth Amendment to Agreement of Limited  Partnership  dated November             14, 2001, for the Geodyne Energy Income  Limited  Partnership  III-C             filed as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for             the year ended December 31, 2001, filed with the SEC on February 28,             2002 and is hereby incorporated by reference.   4.32       Seventh Amendment to Agreement of Limited  Partnership dated January             22, 2004, for the Geodyne Energy Income  Limited  Partnership  III-C             filed as Exhibit 4.30 to Registrant's Annual Report on Form 10-K for             the year ended  December 31,  2003,  filed with the SEC on March 30,             2004 and is hereby incorporated by reference.  *4.33       Eighth Amendment to Agreement of Limited Partnership for the Geodyne             Energy Income Limited Partnership III-C dated October 27, 2005.   4.34       Agreement of Limited Partnership dated September 5, 1990 for Geodyne             Energy  Income  Limited  Partnership  III-D  filed as Exhibit 4.4 to             Registrant's  Annual Report on Form 10-K for the year ended December             31, 2000, filed with the SEC on March 5, 2001, and is hereby                                          -88-                 incorporated by reference.   4.35       Certificate  of  Limited  Partnership  dated  September  5, 1990 for             Geodyne  Energy Income  Limited  Partnership  III-D filed as Exhibit             4.29 to  Registrant's  Annual Report on Form 10-K for the year ended             December  31,  2001,  filed with the SEC on February 28, 2002 and is             hereby incorporated by reference.   4.36       First  Amendment to  Certificate  of Limited  Partnership  and First             Amendment  to Agreement of Limited  Partnership  dated  February 24,             1993 for Geodyne  Energy Income Limited  Partnership  III-D filed as             Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.37       Second Amendment to Agreement of Limited Partnership dated August 4,             1993 for Geodyne  Energy Income Limited  Partnership  III-D filed as             Exhibit 4.18 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.38       Third Amendment to Agreement of Limited Partnership dated August 31,             1995 for Geodyne  Energy Income Limited  Partnership  III-D filed as             Exhibit 4.25 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.39       Second Amendment to Certificate of Limited Partnership dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-D filed as             Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2001, filed with the SEC on February 28, 2002 and             is hereby incorporated by reference.   4.40       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,             1996 for the Geodyne Energy Income Limited  Partnership  III-D filed             as Exhibit 4.32 to  Registrant's  Annual Report on Form 10-K for the             year ended  December 31, 2000,  filed with the SEC on March 5, 2001,             and is hereby incorporated by reference.   4.41       Fifth Amendment to Agreement of Limited Partnership dated August 23,             2000 for the Geodyne Energy Income Limited  Partnership  III-D filed             as Exhibit 4.39 to  Registrant's  Annual Report on Form 10-K for the             year ended  December 31, 2000,  filed with the SEC on March 5, 2001,             and is hereby incorporated by reference.   4.42       Sixth Amendment to Agreement of Limited Partnership dated August 20,             2002 for the Geodyne Energy Income                                          -89-                 Limited  Partnership  III-D  filed as Exhibit  4.36 to  Registrant's             Annual  Report on Form 10-K for the year ended  December  31,  2002,             filed with the SEC on March 28, 2003, and is hereby  incorporated by             reference.   4.43       Seventh  Amendment to Agreement of Limited  Partnership dated August             18, 2004 for the Geodyne  Energy Income  Limited  Partnership  III-D             filed as Exhibit 4.40 to Registrant's Annual Report on Form 10-K for             the year ended  December 31,  2004,  filed with the SEC on March 30,             2004, and is hereby incorporated by reference.  *4.44       Eighth Amendment to Agreement of Limited Partnership for the Geodyne             Energy Income Limited Partnership III-D dated October 27, 2005.   4.45       Agreement of Limited Partnership dated December 26, 1990 for Geodyne             Energy  Income  Limited  Partnership  III-E  filed as Exhibit 4.5 to             Registrant's  Annual Report on Form 10-K for the year ended December             31,  2000,  filed  with  the SEC on  March 5,  2001,  and is  hereby             incorporated by reference.   4.46       Certificate  of Limited  Partnership  dated  December  26,  2990 for             Geodyne  Energy Income  Limited  Partnership  III-E filed as Exhibit             4.37 to  Registrant's  Annual Report on Form 10-K for the year ended             December  31,  2001,  filed with the SEC on February 28, 2002 and is             hereby incorporated by reference.   4.47       First  Amendment to  Certificate  of Limited  Partnership  and First             Amendment  to Agreement of Limited  Partnership  dated  February 24,             1993 for Geodyne  Energy Income Limited  Partnership  III-E filed as             Exhibit 4.12 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.48       Second Amendment to Agreement of Limited Partnership dated August 4,             1993 for Geodyne  Energy Income Limited  Partnership  III-E filed as             Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.49       Third Amendment to Agreement of Limited Partnership dated August 31,             1995 for Geodyne  Energy Income Limited  Partnership  III-E filed as             Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.  4.50        Second Amendment to Certificate of Limited Partnership dated July 1,             1996 for Geodyne Energy Income Limited                                          -90-                 Partnership  III-E  filed as  Exhibit  4.41 to  Registrant's  Annual             Report on Form 10-K for the year ended December 31, 2001, filed with             the  SEC  on  February  28,  2002  and  is  hereby  incorporated  by             reference.   4.51       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,             1996 for the Geodyne Energy Income Limited  Partnership  III-E filed             as Exhibit 4.33 to  Registrant's  Annual Report on Form 10-K for the             year ended  December 31, 2000,  filed with the SEC on March 5, 2001,             and is hereby incorporated by reference.   4.52       Fifth Amendment to Agreement of Limited  Partnership  dated November             15, 2000 for the Geodyne  Energy Income  Limited  Partnership  III-E             filed as Exhibit 4.40 to Registrant's Annual Report on Form 10-K for             the year ended  December  31,  2000,  filed with the SEC on March 5,             2001, and is hereby incorporated by reference.   4.53       Sixth  Amendment  to Agreement  of Limited  Partnership  for Geodyne             Energy  Income  Limited  Partnership  III-E dated  November 6, 2002,             filed as Exhibit 4.1 to Registrant's  Quarterly  Report on Form 10-Q             with the SEC on November 14,  2002,  and is hereby  incorporated  by             reference.   4.54       Seventh  Amendment  to  Agreement  of  Limited  Partnership  for the             Geodyne  Energy Income  Limited  Partnership  III-E dated August 18,             2004,  filed as Exhibit 4.53 to  Registrant's  Annual Report on Form             10-K for the year ended  December  31,  2004,  filed with the SEC on             March 30, 2005, and is hereby incorporated by reference.  *4.55       Eighth Amendment to Agreement of Limited Partnership for the Geodyne             Energy Income Limited Partnership III-E dated October 27, 2005.   4.56       Agreement  of Limited  Partnership  dated  March 7, 1991 for Geodyne             Energy  Income  Limited  Partnership  III-F  filed as Exhibit 4.6 to             Registrant's  Annual Report on Form 10-K for the year ended December             31,  2000,  filed  with  the SEC on  March 5,  2001,  and is  hereby             incorporated by reference.   4.57       Certificate of Limited  Partnership  dated March 7, 1991 for Geodyne             Energy  Income  Limited  Partnership  III-F filed as Exhibit 4.45 to             Registrant's  Annual Report on Form 10-K for the year ended December             31,  2001,  filed with the SEC on  February  28,  2002 and is hereby             incorporated by reference.   4.58       First  Amendment to  Certificate  of Limited  Partnership  and First             Amendment  to Agreement of Limited  Partnership  dated  February 24,             1993 for Geodyne  Energy Income Limited  Partnership  III-F filed as             Exhibit 4.13 to                                          -91-                 Registrant's  Annual Report on Form 10-K for the year ended December             31,  2000,  filed  with  the SEC on  March 5,  2001,  and is  hereby             incorporated by reference.   4.59       Second Amendment to Agreement of Limited Partnership dated August 4,             1993 for Geodyne  Energy Income Limited  Partnership  III-F filed as             Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.60       Second Amendment to Certificate of Limited Partnership dated July 1,             1996 for Geodyne  Energy Income Limited  Partnership  III-F filed as             Exhibit 4.48 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2001, filed with the SEC on February 28, 2002 and             is hereby incorporated by reference.   4.61       Third Amendment to Agreement of Limited Partnership dated August 31,             1995 for Geodyne  Energy Income Limited  Partnership  III-F filed as             Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year             ended December 31, 2000, filed with the SEC on March 5, 2001, and is             hereby incorporated by reference.   4.62       Fourth Amendment to Agreement of Limited  Partnership  dated July 1,             1996 for the Geodyne Energy Income Limited  Partnership  III-F filed             as Exhibit 4.34 to  Registrant's  Annual Report on Form 10-K for the             year ended  December 31, 2000,  filed with the SEC on March 5, 2001,             and is hereby incorporated by reference.   4.63       Fifth Amendment to Agreement of Limited  Partnership  dated February             5, 2001 for the Geodyne  Energy  Income  Limited  Partnership  III-F             filed as Exhibit 4.41 to Registrant's Annual Report on Form 10-K for             the year ended  December  31,  2000,  filed with the SEC on March 5,             2001, and is hereby incorporated by reference.   4.64       Sixth Amendment to Agreement of Limited  Partnership for the Geodyne             Energy Income  Limited  Partnership  III-F dated  February 10, 2003,             filed as Exhibit 4.53(a) to Registrant's  Annual Report on Form 10-K             for the year ended  December 31,  2002,  filed with the SEC on March             28, 2003, and is hereby incorporated by reference.   4.65       Seventh  Amendment  to  Agreement  of  Limited  Partnership  for the             Geodyne  Energy Income Limited  Partnership  III-F dated February 7,             2005,  filed as Exhibit 4.60 to  Registrant's  Annual Report on Form             10-K for the year ended  December  31,  2004,  filed with the SEC on             March 30, 2004, and is hereby incorporated by reference.  *4.66       Eighth Amendment to Agreement of Limited Partnership                                          -92-                 for the  Geodyne  Energy  Income  Limited  Partnership  III-F  dated             October 27, 2005.  *23.1       Consent of Ryder  Scott  Company,  L.P.  for Geodyne  Energy  Income             Limited Partnership III-A.  *23.2       Consent of Ryder  Scott  Company,  L.P.  for Geodyne  Energy  Income             Limited Partnership III-B.  *23.3       Consent of Ryder  Scott  Company,  L.P.  for Geodyne  Energy  Income             Limited Partnership III-C.  *23.4       Consent of Ryder  Scott  Company,  L.P.  for Geodyne  Energy  Income             Limited Partnership III-D.  *23.5       Consent of Ryder  Scott  Company,  L.P.  for Geodyne  Energy  Income             Limited Partnership III-E.  *23.6       Consent of Ryder  Scott  Company,  L.P.  for Geodyne  Energy  Income             Limited Partnership III-F.  *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    by   Dennis    R.    Neill    required    by   Rule             13a-14(a)/15d-14(a)   for  the   Geodyne   Energy   Income   Limited             Partnership III-B.  *31.4       Certification    by   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.                                          -93-     *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.  *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.         All other Exhibits are omitted as inapplicable.        ----------       *Filed herewith.                                             -94-                                        SIGNATURES  Pursuant to the requirements of Sections 13 or 15(d) 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 organized.                                  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                                  By:   GEODYNE RESOURCES, INC.                                       General Partner                                        March 29, 2006                                  By:    //s//Dennis R. Neill                                       ------------------------------                                            Dennis R. Neill                                            President  Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following  persons on behalf of the  registrant and in the capacities on the dates indicated.  By:   //s//Dennis R. Neill      President and            March 29, 2006       --------------------      Director (Principal         Dennis R. Neill         Executive Officer)        //s//Craig D. Loseke      Chief Accounting         March 29, 2006       --------------------      Officer (Principal         Craig D. Loseke         Accounting and                                 Financial Officer)        //s//Judy K. Fox          Secretary                March 29, 2006       --------------------           Judy K. Fox                                            -95-