GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
General        The  Geodyne   Energy   Income   Limited   Partnership   II-A  (the  "II-A Partnership"),  Geodyne  Energy  Income  Limited  Partnership  II-B  (the  "II-B Partnership"),  Geodyne  Energy  Income  Limited  Partnership  II-C  (the  "II-C Partnership"),  Geodyne  Energy  Income  Limited  Partnership  II-D  (the  "II-D Partnership"),  Geodyne  Energy  Income  Limited  Partnership  II-E  (the  "II-E Partnership"),  Geodyne  Energy  Income  Limited  Partnership  II-F  (the  "II-F Partnership"),  Geodyne  Energy  Income  Limited  Partnership  II-G  (the  "II-G Partnership"),  and Geodyne  Energy Income Limited  Partnership  II-H (the "II-H Partnership") (collectively, the "Partnerships") are limited partnerships formed under the Oklahoma Revised Uniform Limited  Partnership Act. Each Partnership is composed of Geodyne Resources, Inc. ("Geodyne"), a Delaware corporation,  as 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                         -----------       -----------------                             II-A           July 22, 1987                            II-B           October 14, 1987                            II-C           January 14, 1988                            II-D           May 10, 1988                            II-E           September 27, 1988                            II-F           January 5, 1989                            II-G           April 10, 1989                            II-H           May 17, 1989        Immediately following  activation,  each Partnership invested as a general partner in a separate  Oklahoma general  partnership which actually conducts the Partnerships'  operations.  Geodyne  serves as managing  partner of such general partnerships.  Unless the context  indicates  otherwise,  all  references to any single Partnership or all of the Partnerships in this Annual Report on Form 10-K (the "Annual  Report") are references to the Partnership and its related general partnership,  collectively. In addition, unless the context indicates otherwise, all references to the "General  Partner" in this Annual Report are references to Geodyne as the general partner of the limited  partnerships  and as the managing partner of the related general partnerships.        The  General  Partner  currently  serves as general  partner of 26 limited partnerships including the Partnerships, and is a wholly-owned subsidiary of Samson Investment Company.  Samson                                          -4-     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.        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  would  have  terminated  on December 31, 2001. 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. The General Partner has extended the terms of the  Partnerships  for their third two-year  extension  thereby  extending  their  termination  date to December 31, 2007. As of the date of this Annual Report, the General Partner has not determined whether to further extend the term of any Partnership.         Funding        Although  the  Partnership  Agreements  permit the  Partnerships  to incur borrowings,  the Partnerships'  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.                                          -6-            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.         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 - -----------      --------------------------------------         ----------     II-A          BP America Production Company                      14.0%                  Cinergy Marketing Company ("Cinergy")              12.5%                  Duke Energy Field Services Inc. ("Duke")           10.3%     II-B          Cinergy                                            16.0%                  Citation Oil & Gas Corp. ("Citation")              14.8%     II-C          Cinergy                                            14.0%                  Citation                                           12.3%     II-D          Cinergy                                            12.3%                  Vintage Petroleum, Inc.                            11.1%     II-E          Atlas Pipeline Mid-Continent LLC                   13.3%                  Cinergy                                            12.8%     II-F          Duke                                               13.7%     II-G          Duke                                               13.8%     II-H          Duke                                               14.0%        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 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.                                          -7-           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'  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.                                          -8-            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.  For example,  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 cause actual results to differ materially  from those  contained  in  forward-looking  statements  made in this report and presented  elsewhere from time to time.  Such factors,  among others, may 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  combined  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                                          -10-     excise  taxes,  capital  expenditures  and workover and remedial  costs.  Actual results most likely will vary from our estimates. 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 two additional  two-year periods,  the Partnerships will terminate no later than December 31, 2011. 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".                                          -13-            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 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.                                          -14-
None.
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         ------  -----  ---  ---             -----  -----  -----          II-A   1,021  771  250             42.63  29.85  12.78          II-B     203  116   87             24.44  16.10   8.34          II-C     290  111  179              9.35   2.76   6.59          II-D     214   74  140             23.32   2.52  20.80          II-E     865  614  251             11.09   3.69   7.40          II-F     872  610  262             11.68   2.95   8.73          II-G     872  610  262             25.22   6.23  18.99          II-H     872  610  262              6.18   1.46   4.72  - ---------------  (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-       II-A Partnership  -----------------                                                    Working     Revenue  Well Name                   County         St.    Interest    Interest       Type     Status  ------------------          ----------     --     --------    --------       ----     -----------         David #6-13                 Washita        OK         -        0.0023        Gas      Producing  Dusk #1-16                  Grady          OK         -        0.0017        Gas      Producing  Harrel #2-11                Latimer        OK         -        0.0264        N/A      Shut-In  Jo-Mill Unit   (15 new wells)             Borden         TX      0.0025      0.0022        Oil      Producing  McNeill #5-14               Custer         OK         -        0.0006        Gas      Producing  Phillips #1-24              Grady          OK         -        0.0005        N/A      In Progress  Pooler #1-22TWIN            Grady          OK         -        0.0026        Gas      Producing      II-B Partnership  -----------------                                                    Working     Revenue  Well Name                   County         St.    Interest    Interest       Type     Status  ------------------          ----------     --     --------    --------       ----     -----------         David #6-13                 Washita        OK         -        0.0027        Gas      Producing      II-C Partnership  -----------------                                                    Working     Revenue  Well Name                   County         St.    Interest    Interest       Type     Status  ------------------          ----------     --     --------    --------       ----     -----------         Big Stick Madison   Unit (1 New Well)          Billings       ND      0.0007      0.0006        Oil      Producing  Champlin 242C-6             Carbon         WY         -        0.0002        Gas      Producing  David #6-13                 Washita        OK         -        0.0013        Gas      Producing  Hinkle #3-28                Washita        OK         -        0.0001        Gas      Producing  Janet Federal #8-34         Sweetwater     WY         -        0.0004        Gas      Producing  Pavillion Fee #42-04B       Fremont        WY         -        0.0026        Gas      Producing  Pavillion Fee #43-04        Fremont        WY         -        0.0026        Gas      Producing  Pavillion Fee #43-09        Fremont        WY         -        0.0003        Gas      Producing  Pavillion Fee #44-04        Fremont        WY         -        0.0026        Gas      Producing  Peanut-Baue #16-2-H         Richland       MT         -        0.0001        Gas      Producing  Stella-Killebrew #3-32      Roberts        TX        (1)         (1)         Gas      Shut-In                                            -16-       II-D Partnership  -----------------                                                    Working     Revenue  Well Name                   County         St.    Interest    Interest       Type     Status  ------------------          ----------     --     --------    --------       ----     -----------         Big Stick Madison   Unit(1 New Well)           Billings       ND      0.0074      0.0060        Oil      Producing  Champlin 242C-6             Carbon         WY         -        0.0019        Gas      Producing  Chesterville Unit #17       Colorado       TX         -        0.0136        N/A      Dry Hole  Chesterville Unit #18       Colorado       TX         -        0.0136        Gas      Producing  Chesterville Unit #20       Colorado       TX         -        0.0136        Gas      Producing  Chesterville Unit #21       Colorado       TX         -        0.0136        Gas      Producing  Davidson #4                 Grady          OK         -        0.0107        Gas      Shut-In  Hinkle #3-28                Washita        OK         -        0.0011        Gas      Producing  Janet Federal #8-34         Sweetwater     WY         -        0.0039        Gas      Producing  Pavillion Fee #42-04B       Fremont        WY         -        0.0268        Gas      Producing  Pavillion Fee #43-04        Fremont        WY         -        0.0268        Gas      Producing  Pavillion Fee #43-09        Fremont        WY         -        0.0032        Gas      Producing  Pavillion Fee #44-04        Fremont        WY         -        0.0268        Gas      Producing  Peanut-Baue #16-2-H         Richland       MT         -        0.0010        Gas      Producing  Stella-Killebrew #3-32      Roberts        TX       (1)          (1)         Gas      Shut-In      II-E Partnership  -----------------                                                    Working     Revenue  Well Name                   County         St.    Interest    Interest       Type     Status  ------------------          ----------     --     --------    --------       ----     ----------------         Alamo #22-16                San Juan       NM         -        0.0018        Gas      Producing  Alamo #22-8                 San Juan       NM         -        0.0018        N/A      In Progress  Aldwell M 48 #1             Reagan         TX         -        0.0010        Oil      Producing  Andrews Waterflood   Unit (4 new wells)         Andrews        TX      0.0011      0.0011        Oil      Producing  Cain Federal #3             San Juan       NM         -        0.0011        Gas      Producing  Chesterville Unit #17       Colorado       TX         -        0.0084        N/A      Dry Hole  Chesterville Unit #18       Colorado       TX         -        0.0084        Gas      Producing  Chesterville Unit #20       Colorado       TX         -        0.0084        Gas      Producing  Chesterville Unit #21       Colorado       TX         -        0.0084        Gas      Producing  Davidson #4                 Grady          OK         -        0.0066        Gas      Shut-In  Hixson #3-9                 Ellis          OK         -        0.0017        Gas      Producing                                           -17-       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  Lacey-Melby Unit   #7-11HR                    Mckenzie       ND         -        0.0004        Oil      Shut-In  Miers,WA #18                Sutton         TX         -        0.0001        Gas      Producing  Moore Unit #2               Wheeler        TX         -        0.0002        Gas      Producing  Patricia #1-14              Woods          OK         -        0.0016        Gas      Producing  Penry #1-17                 Roger Mills    OK      0.0007      0.0007        Gas      Producing  Pettitfils B-10             Mitchell       TX         -        0.0017        Oil      Producing  Resler B1                   Lea            NM         -        0.0005        Oil      Producing  Shafter LK San Andres   Unit (10 New Wells)        Andrews        TX      0.0009      0.0009        Oil      Producing  Simpson Canyon #1044        Crockett       TX         -        0.0018        Oil      Producing  Simpson Canyon #2044        Crockett       TX         -        0.0042        Oil      Producing  Smith #3                    Lynn           TX         -        0.0010        Oil      Producing  Tafoya #1C                  San Juan       NM         -        0.0011        Gas      Producing  Tafoya #1R                  San Juan       NM         -        0.0011        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      II-F Partnership  -----------------                                                    Working     Revenue  Well Name                   County         St.    Interest    Interest       Type     Status  ------------------          ----------     --     --------    --------       ----     ----------------         Alamo #22-16                San Juan       NM         -       0.0007         Gas      Producing  Alamo #22-8                 San Juan       NM         -       0.0007         N/A      In Progress  Aldwell M 48 #1             Reagan         TX         -       0.0025         Oil      Producing  Andrews Waterflood   Unit (4 New Wells)         Andrews        TX     0.0028      0.0028         Oil      Producing  Cain Federal #3             San Juan       NM         -       0.0021         Gas      Producing  Hixson #3-9                 Ellis          OK         -       0.0040         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  Lacey-Melby Unit   #7-11HR                    McKenzie       ND         -       0.0011         Oil      Shut-In  Miers,WA #18                Sutton         TX         -       0.0003         Gas      Producing                                           -18-     Moore Unit #2               Wheeler        TX         -       0.0004         Gas      Producing  Patricia #1-14              Woods          OK         -       0.0038         Gas      Producing  Penry #1-17                 Roger Mills    OK      0.0018     0.0018         Gas      Producing  Pettitfils B-10             Mitchell       TX         -       0.0042         Oil      Producing  Resler B1                   Lea            NM         -       0.0013         Oil      Producing  Shafter LK San Andres   Unit (10 New Wells)        Andrews        TX      0.0021     0.0023         Oil      Producing  Simpson Canyon #1044        Crockett       TX         -       0.0043         Oil      Producing  Simpson Canyon #2044        Crockett       TX         -       0.0101         Oil      Producing  Smith #3                    Lynn           TX         -       0.0025         Oil      Producing  Tafoya #1C                  San Juan       NM         -       0.0004         Gas      Producing  Tafoya #1R                  San Juan       NM         -       0.0004         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      II-G Partnership  -----------------                                                    Working     Revenue  Well Name                   County         St.    Interest    Interest       Type     Status  ------------------          ----------     --     --------    --------       ----     -----------         Alamo #22-16                San Juan       NM         -        0.0023        Gas      Producing  Alamo #22-8                 San Juan       NM         -        0.0023        N/A      In Progress  Aldwell M 48 #1             Reagan         TX         -        0.0053        Oil      Producing  Andrews Waterflood   Unit (4 New Wells)         Andrews        TX      0.0058      0.0058        Oil      Producing  Cain Federal #3             San Juan       NM         -        0.0010        Gas      Producing  Hixson #3-9                 Ellis          OK         -        0.0084        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  Lacey-Melby Unit   #7-11 HR                   McKenzie       ND         -        0.0023        Oil      Shut-In  Miers,WA #18                Sutton         TX         -        0.0007        Gas      Producing  Moore Unit #2               Wheeler        TX         -        0.0008        Gas      Producing  Patricia #1-14              Woods          OK         -        0.0080        Gas      Producing  Penry #1-17                 Roger Mills    OK      0.0038      0.0038        Gas      Producing  Pettitfils B-10             Mitchell       TX         -        0.0088        Oil      Producing  Resler B1                   Lea            NM         -        0.0027        Oil      Producing                                          -19-       Shafter Lk San Andres   Unit (10 New Wells)        Andrews        TX      0.0044      0.0047        Oil      Producing  Simpson Canyon #1044        Crockett       TX         -        0.0090        Oil      Producing  Simpson Canyon #2044        Crockett       TX         -        0.0212        Oil      Producing  Smith #3                    Lynn           TX         -        0.0053        Oil      Producing  Tafoya #1C                  San Juan       NM         -        0.0014        Gas      Producing  Tafoya #1R                  San Juan       NM         -        0.0014        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      II-H 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  Aldwell M 48 #1             Reagan         TX          -       0.0012        Oil      Producing  Andrews Waterflood   Unit (4 New Wells)         Andrews        TX      0.0013      0.0014        Oil      Producing  Cain Federal #3             San Juan       NM          -       0.0005        Gas      Producing  Hixson #3-9                 Ellis          OK          -       0.0020        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  Lacey-Melby Unit   #7-11hr                    McKenzie       ND          -       0.0005        Oil      Shut-In  Miers,Wa #18                Sutton         TX          -       0.0002        Gas      Producing  Moore Unit #2               Wheeler        TX          -       0.0002        Gas      Producing  Patricia #1-14              Woods          OK          -       0.0018        Gas      Producing  Penry #1-17                 Roger Mills    OK      0.0009      0.0009        Gas      Producing  Pettitfils B-10             Mitchell       TX          -       0.0020        Oil      Producing  Resler B1                   Lea            NM          -       0.0006        Oil      Producing  Shafter LK San Andres   Unit (10 New Wells)        Andrews        TX      0.0010      0.0011        Oil      Producing  Simpson Canyon #1044        Crockett       TX          -       0.0021        Oil      Producing  Simpson Canyon #2044        Crockett       TX          -       0.0049        Oil      Producing  Smith #3                    Lynn           TX          -       0.0012        Oil      Producing  Tafoya #1C                  San Juan       NM          -       0.0005        Gas      Producing                                          -20-       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 - ----------   (1)   The II-C and II-D Partnerships  elected to not participate in the drilling       of the  Stella-Killebrew  #3-32 located in Roberts  County,  Texas. If the       well reaches payout under the terms of its operating  agreement,  the II-C       and II-D Partnerships will have the following interests in the well:                                    Working           Revenue                Partnership        Interest          Interest                -----------        --------          --------                      II-C             -               0.0011                     II-D             -               0.0001                           [Remainder of Page Intentionally Left Blank]                                            -21-           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 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.                                Net Production Data                                 II-A Partnership                                ----------------                                               Year Ended December 31,                                     ----------------------------------------                                        2005           2004           2003                                     ----------     ----------     ---------- Production:    Oil (Bbls)                           57,813         65,565         74,313    Gas (Mcf)                           652,272        646,674        717,179  Oil and gas sales:    Oil                              $3,102,412     $2,484,192     $2,078,263    Gas                               4,631,878      3,457,506      3,502,160                                      ---------      ---------      ---------      Total                          $7,734,290     $5,941,698     $5,580,423                                      =========      =========      ========= Total direct operating    expenses                         $1,705,787     $1,540,000     $1,407,759                                      =========      =========      =========  Direct operating expenses    as a percentage of oil    and gas sales                         22.1%          25.9%          25.2%  Average sales price:    Per barrel of oil                    $53.66         $37.89         $27.97    Per Mcf of gas                         7.10           5.35           4.88  Direct operating expenses per    equivalent Bbl of oil                $10.24         $ 8.88         $ 7.26                                           -22-                                    Net Production Data                                 II-B Partnership                                ----------------                                               Year Ended December 31,                                     ----------------------------------------                                        2005           2004           2003                                     ----------     ----------     ---------- Production:    Oil (Bbls)                           40,011         42,473         43,725    Gas (Mcf)                           516,244        535,070        548,582  Oil and gas sales:    Oil                              $2,135,551     $1,655,352     $1,282,628    Gas                               3,591,278      2,730,383      2,574,612                                      ---------      ---------      ---------      Total                          $5,726,829     $4,385,735     $3,857,240                                      =========      =========      ========= Total direct operating    expenses                         $1,291,427     $1,140,240     $  998,312                                      =========      =========      =========  Direct operating expenses    as a percentage of oil    and gas sales                         22.6%          26.0%          25.9%  Average sales price:    Per barrel of oil                    $53.37         $38.97         $29.33    Per Mcf of gas                         6.96           5.10           4.69  Direct operating expenses per    equivalent Bbl of oil                $10.25         $ 8.66         $ 7.39                                          -23-                                    Net Production Data                                 II-C Partnership                                ----------------                                               Year Ended December 31,                                     ----------------------------------------                                        2005           2004           2003                                     ----------     ----------     ---------- Production:    Oil (Bbls)                           14,817         15,365         15,806    Gas (Mcf)                           323,872        301,090        315,371  Oil and gas sales:    Oil                              $  790,667     $  597,955     $  465,997    Gas                               2,239,624      1,521,252      1,432,288                                      ---------      ---------      ---------      Total                          $3,030,291     $2,119,207     $1,898,285                                      =========      =========      ========= Total direct operating    expenses                         $  609,494     $  524,010     $  484,633                                      =========      =========      =========  Direct operating expenses    as a percentage of oil    and gas sales                         20.1%          24.7%          25.5%  Average sales price:    Per barrel of oil                    $53.36         $38.92         $29.48    Per Mcf of gas                         6.92           5.05           4.54  Direct operating expenses per    equivalent Bbl of oil                $ 8.86         $ 7.99         $ 7.09                                          -24-                                    Net Production Data                                 II-D Partnership                                ----------------                                               Year Ended December 31,                                     ----------------------------------------                                        2005           2004           2003                                     ----------     ----------     ---------- Production:    Oil (Bbls)                           21,859         25,312         23,482    Gas (Mcf)                           749,576        674,131        724,786  Oil and gas sales:    Oil                              $1,126,685     $  970,924     $  672,785    Gas                               5,333,743      3,425,727      3,226,165                                      ---------      ---------      ---------      Total                          $6,460,428     $4,396,651     $3,898,950                                      =========      =========      ========= Total direct operating    expenses                         $1,270,191     $1,166,926     $1,075,751                                      =========      =========      =========  Direct operating expenses    as a percentage of oil    and gas sales                         19.7%          26.5%          27.6%  Average sales price:    Per barrel of oil                    $51.54         $38.36         $28.65    Per Mcf of gas                         7.12           5.08           4.45  Direct operating expenses per    equivalent Bbl of oil                $ 8.65         $ 8.48         $ 7.46                                          -25-                                    Net Production Data                                 II-E Partnership                                ----------------                                               Year Ended December 31,                                     ----------------------------------------                                        2005           2004           2003                                     ----------     ----------     ---------- Production:    Oil (Bbls)                           17,951         18,135         19,131    Gas (Mcf)                           423,292        409,863        467,472  Oil and gas sales:    Oil                              $  944,154     $  686,966     $  561,004    Gas                               3,005,795      2,101,949      2,186,172                                      ---------      ---------      ---------      Total                          $3,949,949     $2,788,915     $2,747,176                                      =========      =========      ========= Total direct operating    expenses                         $  784,327     $  683,739     $  664,928                                      =========      =========      =========  Direct operating expenses    as a percentage of oil    and gas sales                         19.9%          24.5%          24.2%  Average sales price:    Per barrel of oil                    $52.60         $37.88         $29.32    Per Mcf of gas                         7.10           5.13           4.68  Direct operating expenses per    equivalent Bbl of oil                $ 8.86         $ 7.91         $ 6.85                                          -26-                                    Net Production Data                                 II-F Partnership                                ----------------                                               Year Ended December 31,                                     ----------------------------------------                                        2005           2004           2003                                     ----------     ----------     ---------- Production:    Oil (Bbls)                           25,599         26,083         24,828    Gas (Mcf)                           377,857        402,717        442,255  Oil and gas sales:    Oil                              $1,320,169     $  950,141     $  705,160    Gas                               2,540,216      1,925,993      1,934,121                                      ---------      ---------      ---------      Total                          $3,860,385     $2,876,134     $2,639,281                                      =========      =========      ========= Total direct operating    expenses                         $  660,229     $  608,955     $  573,207                                      =========      =========      =========  Direct operating expenses    as a percentage of oil    and gas sales                         17.1%          21.2%          21.7%  Average sales price:    Per barrel of oil                    $51.57         $36.43         $28.40    Per Mcf of gas                         6.72           4.78           4.37  Direct operating expenses per    equivalent Bbl of oil                $ 7.45         $ 6.53         $ 5.82                                          -27-                                    Net Production Data                                 II-G Partnership                                ----------------                                               Year Ended December 31,                                     ----------------------------------------                                        2005           2004           2003                                     ----------     ----------     ---------- Production:    Oil (Bbls)                           53,848         54,665         52,045    Gas (Mcf)                           803,073        859,114        941,870  Oil and gas sales:    Oil                              $2,776,293     $1,991,518     $1,478,077    Gas                               5,439,533      4,125,357      4,127,614                                      ---------      ---------      ---------      Total                          $8,215,826     $6,116,875     $5,605,691                                      =========      =========      ========= Total direct operating    expenses                         $1,415,672     $1,300,804     $1,221,171                                      =========      =========      =========  Direct operating expenses    as a percentage of oil    and gas sales                         17.2%          21.3%          21.8%  Average sales price:    Per barrel of oil                    $51.56         $36.43         $28.40    Per Mcf of gas                         6.77           4.80           4.38  Direct operating expenses per    equivalent Bbl of oil                $ 7.54         $ 6.57         $ 5.84                                           -28-                                    Net Production Data                                 II-H Partnership                                ----------------                                               Year Ended December 31,                                     ----------------------------------------                                        2005           2004           2003                                     ----------     ----------     ---------- Production:    Oil (Bbls)                           12,446         12,688         12,082    Gas (Mcf)                           193,427        206,905        226,604  Oil and gas sales:    Oil                              $  640,410     $  462,355     $  343,099    Gas                               1,308,252        997,695        992,693                                      ---------      ---------      ---------      Total                          $1,948,662     $1,460,050     $1,335,792                                      =========      =========      ========= Total direct operating    expenses                         $  338,609     $  314,459     $  295,355                                      =========      =========      =========  Direct operating expenses    as a percentage of oil    and gas sales                         17.4%          21.5%          22.1%  Average sales price:    Per barrel of oil                    $51.46         $36.44         $28.40    Per Mcf of gas                         6.76           4.82           4.38  Direct operating expenses per    equivalent Bbl of oil                $ 7.58         $ 6.67         $ 5.92                                            -29-           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 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 the  previous  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                                          -30-     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)  II-A Partnership: - ----------------    Estimated proved reserves:       Gas (Mcf)                                                  6,367,741       Oil and liquids (Bbls)                                       687,366    Net Present Value (discounted at 10% per annum)             $36,701,293   II-B Partnership: - ----------------    Estimated proved reserves:       Gas (Mcf)                                                  4,776,281       Oil and liquids (Bbls)                                       489,229    Net Present Value (discounted at 10% per annum)             $25,757,023   II-C Partnership: - ----------------    Estimated proved reserves:       Gas (Mcf)                                                  3,545,913       Oil and liquids (Bbls)                                       173,409    Net Present Value (discounted at 10% per annum)             $16,798,551   II-D Partnership: - ----------------    Estimated proved reserves:       Gas (Mcf)                                                  9,645,488       Oil and liquids (Bbls)                                       172,825    Net Present Value (discounted at 10% per annum)             $41,793,578   II-E Partnership: - ----------------    Estimated proved reserves:       Gas (Mcf)                                                  5,039,155       Oil and liquids (Bbls)                                       177,992    Net Present Value (discounted at 10% per annum)             $21,072,334                                          -31-     II-F Partnership: - ----------------    Estimated proved reserves:       Gas (Mcf)                                                  3,552,595       Oil and liquids (Bbls)                                       337,510    Net Present Value (discounted at 10% per annum)             $19,777,174   II-G Partnership: - ----------------    Estimated proved reserves:       Gas (Mcf)                                                  7,611,607       Oil and liquids (Bbls)                                       707,731    Net Present Value (discounted at 10% per annum)             $42,091,656   II-H Partnership: - ----------------    Estimated proved reserves:       Gas (Mcf)                                                  1,840,781       Oil and liquids (Bbls)                                       164,943    Net Present Value (discounted at 10% per annum)             $10,059,084  - ----------  (1)   Includes  certain  gas balancing  adjustments which  cause the gas volumes       and net present values to differ from the reserve reports  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.                                          -32-           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                   -----------       ------        -------                         II-A           68             6%                        II-B           40            17%                        II-C           56            15%                        II-D           38            14%                        II-E           44             2%                        II-F           58             2%                        II-G           58             2%                        II-H           58             2%         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 and percentage 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, while the Southern  Oklahoma Folded Belt Basin is located in southern  Oklahoma. The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while the Permian Basin straddles west Texas and southeast New Mexico.  The Sacramento Basin is  located  in  central  California,  and the Uinta  Basin is  located in northeast Utah.                                           -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 - -----------------       -----     -----     --------    -----    ------   ----   ---------     ---------   -----------           II-A Partnership:       Anadarko           128       8.09        72        200       35      18%      36,703     3,458,472   $14,863,670       Permian            441       2.50         4        445       13       3%     135,841     1,112,807     6,060,988       Gulf Coast         275      12.37         -        275        -       -      152,182       351,439     4,728,238   II-B Partnership:       Anadarko            41       4.48        18         59       11      19%      17,280     1,859,525   $ 7,740,657       Uinta               15       1.53         3         18        -       -      233,836       487,334     4,924,432       Permian             15       1.79         -         15       13      87%      28,808     1,098,547     4,303,503       Southern Okla.        Folded Belt        15       4.27         2         17       15      88%      68,201       896,390     3,983,292   II-C Partnership:       Anadarko            89       4.27        40        129       17      13%      16,167     1,770,066   $ 7,901,387       Southern Okla.        Folded Belt        18       1.93         2         20       18      90%      29,674       573,410     2,384,840       Uinta               15        .66         3         18        -       -      100,215       209,509     2,114,281       Permian             17        .81         1         18       13      72%      12,396       552,899     2,039,614   II-D Partnership:       Anadarko            55       7.39        25         80        8      10%      23,635     3,457,619   $15,298,481       Sacramento          43       7.11         -         43        -       -         -        1,611,552     8,246,053  - -------------------------- (1)  Wells in which only a non-working (e.g. royalty) interest is owned. (2)  Percent of the Partnership's total wells in the basin which are operated by      affiliates of the Partnerships.                                           -34-                                            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 - -----------------       -----    -----     --------   -----    ------   ----    --------    ---------    -----------           II-E Partnership:       Permian            722      3.96       1,709    2,431       6       -     129,028     2,017,363    $ 8,387,499       Anadarko            50      1.95          27       77      22      29%      5,242     1,299,540      5,614,664       Southern Okla.        Folded Belt         1       .18           -        1       1     100%      6,525     1,017,691      2,956,042       Gulf Coast          45      2.99          12       57      14      25%     24,144       325,097      2,048,760   II-F Partnership:       Permian            717      6.44       1,709    2,426       2       -     312,878     1,822,610    $11,802,804       Anadarko            58      2.18          27       85      28      33%      4,621     1,346,482      6,120,845   II-G Partnership:       Permian            717     13.47       1,709    2,426       2       -     653,593     3,813,625    $24,672,863       Anadarko            58      4.62          27       85      28      33%      9,911     2,869,373     13,021,036   II-H Partnership:       Permian            717      3.11       1,709    2,426       2       -     151,288       881,585    $ 5,708,125       Anadarko            58      1.10          27       85      28      33%      2,396       684,709      3,107,451  - -------------------------- (1)  Wells in which only a non-working (e.g. royalty) interest is owned. (2)  Percent of the Partnership's total wells in the basin which are operated by      affiliates of the Partnerships.                                           -35-            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 II-C and II-D 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  to have been  improperly  deducted  plus statutory interest thereon. The applicable portions of these payments, $2,548.31 and $26,768.96,  respectively, were recouped from the II-C and II-D Partnerships in the first quarter of 2003. 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.  On May 13, 2005 the trial court  certified  this lawsuit as a class action and denied  Samson's motion for summary  judgment.  On June 25, 2005 the Wyoming Supreme Court denied Samson's request for it to review these decisions.        Except as  described  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.                                          -36-                                           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            Numbers of             Partnership         Units           Limited Partners             -----------       ---------         ----------------                 II-A             484,283                3,122                II-B             361,719                1,939                II-C             154,621                1,041                II-D             314,878                2,149                II-E             228,821                1,629                II-F             171,400                1,313                II-G             372,189                2,000                II-H              91,711                  942        Units were initially sold for a price of $100. The 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 purposes of this Annual Report,  a Unit  represents an initial  subscription  of $100 to the Partnership.                                          -37-                                    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. - ------      ----   ----   ----  ----      ----  ----   ----   ----       ----   II-A       $15    $14    $19   $17       $15   $13    $25    $23        $20  II-B        14     13     19    17        16    14     26     24         20  II-C        23     22     29    26        24    22     37     35         31  II-D        29     27     30    28        26    24     40     38         34  II-E        21     19     25    23        22    20     33     32         27  II-F        23     20     31    28        26    23     42     39         35  II-G        23     20     30    28        25    22     41     38         34  II-H        22     20     30    27        25    22     40     37         33         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.         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.                                          -38-            The  following  is a summary  of cash  distributions  paid to the  Limited Partners during 2004 and 2005 and the first quarter of 2006.                                 Cash Distributions                               ------------------                                     2004              ------------------------------------------------               1st          2nd            3rd           4th P/ship        Qtr.         Qtr.           Qtr.          Qtr. - ------       ------       ------         ------        ------   II-A        $1.54        $1.32          $1.63         $1.89  II-B         1.38         1.30           1.56          1.90  II-C         1.77         1.55           1.83          2.26  II-D         1.74         1.63           1.69          2.29  II-E         1.61         1.63           1.70          2.05  II-F         2.45         2.82           2.46          2.84  II-G         2.39         2.77           2.42          2.77  II-H         2.28         2.63           2.21          2.66                                     2005                               2006              ------------------------------------------------       ------               1st          2nd            3rd           4th          1st P/ship        Qtr.         Qtr.           Qtr.          Qtr.         Qtr. - ------       ------       ------         ------        ------       ------   II-A        $1.90        $1.95          $1.93         $2.12        $3.05  II-B         1.82         1.95           1.69          2.05         3.27  II-C         2.10         2.43           2.16          2.55         4.07  II-D         1.95         2.53           1.90          2.58         4.10  II-E         1.73         1.72           1.76          1.93         4.37  II-F         2.51         2.72           3.21          3.39         4.18  II-G         2.45         2.69           3.15          3.31         4.08  II-H         2.32         2.48           2.97          3.17         3.91
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."                                           -39-                                                         Selected Financial Data                                                      II-A Partnership                                                     ----------------                                2005               2004              2003              2002             2001                           ------------       ------------      ------------      ------------     ------------        Oil and Gas Sales          $7,734,290         $5,941,698        $5,580,423        $3,781,863       $4,812,392 Net Income:    Limited Partners         4,554,784          3,284,043         3,062,786         1,457,582        1,583,821    General Partner            542,706            382,655           360,046           187,523          249,356    Total                    5,097,490          3,666,698         3,422,832         1,645,105        1,833,177 Limited Partners' Net    Income per Unit               9.41               6.78              6.32              3.01             3.27 Limited Partners' Cash    Distributions per      Unit                        7.90               6.38              5.03              2.49             7.41 Total Assets                6,732,064          5,413,607         5,073,056         4,165,182        3,841,529 Partners' Capital    (Deficit):    Limited Partners         5,359,722          4,632,938         4,436,895         3,811,109        3,559,527    General Partner        (   132,231)       (   201,586)      (   232,071)      (   241,784)     (   285,152) Number of Units    Outstanding                484,283            484,283           484,283           484,283          484,283                                             -40-                                                        Selected Financial Data                                                      II-B Partnership                                                     ----------------                                2005              2004              2003              2002              2001                           ------------      ------------      ------------      ------------      ------------        Oil and Gas Sales          $5,726,829        $4,385,735        $3,857,240        $2,612,932        $3,677,731 Net Income:    Limited Partners         3,316,237         2,429,208         2,049,029           857,193         1,807,584    General Partner            397,678           281,206           242,175           116,853           218,951    Total                    3,713,915         2,710,414         2,291,204           974,046         2,026,535 Limited Partners' Net    Income per Unit               9.17              6.72              5.66              2.37              5.00 Limited Partners' Cash    Distributions per      Unit                        7.51              6.14              4.62              2.01              6.41 Total Assets                4,547,709         3,672,534         3,401,746         2,810,167         2,621,540 Partners' Capital    (Deficit):    Limited Partners         4,005,103         3,410,866         3,203,658         2,826,629         2,701,436    General Partner        (   178,888)      (   232,828)      (   254,807)      (   264,786)      (   302,054) Number of Units    Outstanding                361,719           361,719           361,719           361,719           361,719                                            -41-                                                       Selected Financial Data                                                      II-C Partnership                                                     ----------------                                2005              2004             2003               2002              2001                           ------------      ------------     ------------       ------------      ------------        Oil and Gas Sales          $3,030,291        $2,119,207       $1,898,285         $1,284,421        $1,640,398 Net Income:    Limited Partners         1,887,279         1,208,720        1,017,928            615,932           842,315    General Partner            220,836           139,610          121,224             77,229           102,759    Total                    2,108,115         1,348,330        1,139,152            693,161           945,074 Limited Partners' Net    Income per Unit              12.21              7.82             6.58               3.98              5.45 Limited Partners' Cash    Distributions per      Unit                        9.24              7.41             5.42               3.26              8.86 Total Assets                2,340,077         1,722,761        1,645,411          1,391,833         1,238,646 Partners' Capital    (Deficit):    Limited Partners         2,071,380         1,612,101        1,549,381          1,370,453         1,258,521    General Partner        (    57,416)      (    96,672)     (   106,418)       (    98,831)      (   130,178) Number of Units    Outstanding                154,621           154,621          154,621            154,621           154,621                                            -42-                                                         Selected Financial Data                                                      II-D Partnership                                                     ----------------                                2005              2004              2003              2002              2001                           ------------      ------------      ------------      ------------      ------------        Oil and Gas Sales          $6,460,428        $4,396,651        $3,898,950        $2,856,941        $3,581,469 Net Income:    Limited Partners         4,125,010         2,408,986         1,936,342         2,391,740         1,608,081    General Partner            479,909           284,260           243,043           283,947           209,788    Total                    4,604,919         2,693,246         2,179,385         2,675,687         1,817,869 Limited Partners' Net    Income per Unit              13.10              7.65              6.15              7.60              5.11 Limited Partners' Cash    Distributions per      Unit                        8.96              7.35              5.00              6.46             10.91 Total Assets                5,137,152         3,452,048         3,360,141         2,915,283         2,418,532 Partners' Capital    (Deficit):    Limited Partners         4,452,078         3,150,068         3,055,082         2,695,740         2,339,000    General Partner        (    65,352)      (   174,338)      (   190,287)      (    76,044)      (   238,692) Number of Units    Outstanding                314,878           314,878           314,878           314,878           314,878                                             -43-                                                        Selected Financial Data                                                      II-E Partnership                                                     ----------------                                2005              2004              2003              2002              2001                           ------------      ------------      ------------      ------------      ------------        Oil and Gas Sales          $3,949,949        $2,788,915        $2,747,176        $1,954,057        $2,561,210 Net Income:    Limited Partners         2,412,312         1,462,780         1,512,784           892,565         1,085,511    General Partner            286,914           181,054           181,131           115,203           149,947    Total                    2,699,226         1,643,834         1,693,915         1,007,768         1,235,458 Limited Partners' Net    Income per Unit              10.54              6.39              6.61              3.90              4.74 Limited Partners' Cash    Distributions per      Unit                        7.14              6.99              6.01              2.33              8.82 Total Assets                3,532,158         2,589,335         2,622,429         2,385,354         2,084,248 Partners' Capital    (Deficit):    Limited Partners         3,164,643         2,384,331         2,519,551         2,380,767         2,021,202    General Partner        (    67,016)      (   132,096)      (   129,173)      (   131,864)      (   162,380) Number of Units    Outstanding                228,821           228,821           228,821           228,821           228,821                                             -44-                                                         Selected Financial Data                                                      II-F Partnership                                                     ----------------                                2005              2004              2003              2002              2001                           ------------      ------------      ------------      ------------      ------------        Oil and Gas Sales          $3,860,385        $2,876,134        $2,639,281        $1,900,007        $2,487,886 Net Income:    Limited Partners         2,565,057         1,668,244         1,593,959           987,108         1,345,727    General Partner            296,975           203,874           189,788           129,511           177,055    Total                    2,862,032         1,872,118         1,783,747         1,116,619         1,522,782 Limited Partners' Net    Income per Unit              14.97              9.73              9.30              5.76              7.85 Limited Partners' Cash    Distributions per      Unit                       11.83             10.57              8.94              4.96             11.09 Total Assets                2,941,149         2,336,860         2,310,868         2,153,885         1,970,061 Partners' Capital    (Deficit):    Limited Partners         2,611,787         2,073,730         2,217,486         2,155,527         2,017,419    General Partner        (    46,261)      (    98,202)      (    91,417)      (    95,526)      (   118,848) Number of Units    Outstanding                171,400           171,400           171,400           171,400           171,400                                            -45-                                                        Selected Financial Data                                                      II-G Partnership                                                     ----------------                                2005              2004              2003              2002              2001                            ----------       ------------      ------------      ------------      ------------        Oil and Gas Sales          $8,215,826        $6,116,875        $5,605,691        $4,023,806        $5,285,009 Net Income:    Limited Partners         5,469,396         3,546,447         3,393,388         2,092,430         2,861,002    General Partner            633,469           434,649           404,263           274,972           376,956    Total                    6,102,865         3,981,096         3,797,651         2,367,402         3,237,958 Limited Partners' Net    Income per Unit              14.70              9.53              9.12              5.62              7.69 Limited Partners' Cash    Distributions per      Unit                       11.60             10.35              8.73              4.95             11.06 Total Assets                6,299,990         5,004,538         4,950,432         4,606,106         4,259,746 Partners' Capital    (Deficit):    Limited Partners         5,491,667         4,341,271         4,646,824         4,501,436         4,251,006    General Partner              9,830       (   101,669)      (    87,509)      (    97,205)      (   146,206) Number of Units    Outstanding                372,189           372,189           372,189           372,189           372,189                                            -46-                                                        Selected Financial Data                                                      II-H Partnership                                                     ----------------                                2005              2004              2003              2002              2001                           ------------      ------------      ------------      ------------      ------------        Oil and Gas Sales          $1,948,662        $1,460,050        $1,335,792        $  954,336        $1,257,427 Net Income:    Limited Partners         1,270,771           822,594           786,078           474,052           660,235    General Partner            147,335           101,267            93,794            62,658            87,334    Total                    1,418,106           923,861           879,872           536,710           747,569 Limited Partners' Net    Income per Unit              13.86              8.97              8.57              5.17              7.20 Limited Partners' Cash    Distributions per      Unit                       10.94              9.78              8.13              4.41             10.35 Total Assets                1,488,575         1,186,870         1,176,280         1,086,200           992,829 Partners' Capital    (Deficit):    Limited Partners         1,325,244         1,057,473         1,131,879         1,090,801         1,021,749    General Partner        (    28,897)      (    54,377)      (    51,046)      (    53,547)      (    65,089) Number of Units    Outstanding                 91,711            91,711            91,711            91,711            91,711                                           -47-
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.         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:                                           -48-           *  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  Expenses,  may not decline over time, may increase, or may experience only a gradual decline, thus adversely affecting net revenues as either  production  or oil and natural  gas prices  decline.  In any particular  period,  net  revenues may also be affected by either the receipt of proceeds from property sales or the incursion of additional costs as a result of well workovers, recompletions, new well drilling, and other events.        In addition to pricing, the level of net revenues is also highly dependent upon the total  volumes of oil and natural gas sold.  Oil and gas  reserves  are depleting  assets and will  experience  production  declines over time,  thereby likely  resulting  in  reduced  net  revenues.  Despite  this  general  trend of declining production,  several factors can cause the volumes of oil and gas sold to increase,  remain  relatively  constant,  or decrease at an even greater rate 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.                                          -49-     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  Partnership's  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.                                  II-A Partnership                                ----------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                     --------------------------------------        Total oil and gas sales increased  $1,793,000  (30.2%) in 2005 as compared to 2004.  Of this  increase  (i)  $912,000 and  $1,145,000,  respectively,  were related to increases in the average  prices of oil and gas sold and (ii) $30,000 was  related  to an  increase  in  volumes  of gas sold.  These  increases  were partially  offset by a decrease of $294,000  related to a decrease in volumes of oil sold. Volumes of oil sold decreased 7,752 barrels, while volumes of gas sold increased 5,598 Mcf in 2005 as compared to 2004.        The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal declines in production and (ii) a negative prior period volume  adjustment  made in 2005 by the operator on one significant  well. The increase in volumes of gas sold was primarily due to (i) positive prior period volume  adjustments  made in 2005 by the operators on several wells; (ii) one  significant  well returning to production during mid 2005 following the resolution of  transportation  problems associated  with line pressure;  and (iii) the successful  completion of several wells  during late 2004 and early to mid 2005.  These  increases in volumes sold were substantially offset by normal declines in production.        Average  oil and gas prices  increased  to $53.66 per barrel and $7.10 per Mcf,  respectively,   in  2005  from  $37.89  per  barrel  and  $5.35  per  Mcf, respectively, in 2004.                                          -50-           Oil and gas production  expenses  (including lease operating  expenses and production  taxes) increased  $166,000 (10.8%) in 2005 as compared to 2004. This increase  was  primarily  due to the  following  2005  activities:  (i) workover expenses  incurred  on several  wells;  (ii) an  increase  in  production  taxes associated  with the  increase in oil and gas sales;  and (iii)  positive  prior period lease  operating  expense  adjustments.  These  increases  were partially offset by (i) workover  expenses incurred on several other wells during 2004 and (ii) a 2005 reversal of $27,000 of a charge  previously  accrued for a judgment. As a percentage of oil and gas sales,  these expenses decreased to 22.1% in 2005 from 25.9% in 2004, primarily due to the increase in oil and gas sales.        Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas properties  increased  $185,000  (85.6%) in 2005 as  compared  to 2004.  Of this increase (i) $112,000 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  $71,000 was related to previously fully depleted wells,  and (ii) $24,000 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  after an  unsuccessful  2005 recompletion  attempt on one  significant  well.  As a percentage of oil and gas sales, this expense  increased to 5.2% in 2005 from 3.6% 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 7.3% in 2005 from 9.4% in 2004, primarily due to the increase in oil and gas sales.        The Limited Partners have received cash distributions through December 31, 2005 totaling $64,908,357 or 134.03% of Limited Partners' capital contributions.                        Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                     --------------------------------------        Total oil and gas sales  increased  $361,000 (6.5%) in 2004 as compared to 2003. Of this  increase  $650,000 and  $300,000,  respectively,  were related to increases  in the  average  prices of oil and gas  sold.  These  increases  were partially offset by decreases of $245,000 and $344,000, respectively, related to decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased 8,748 barrels and 70,505 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) a positive prior period                                          -51-     volume  adjustment made by the operator on one significant well during 2003. 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 II-A Partnership becoming over produced  in  excess of  estimated  ultimate  reserves  thereby  increasing  gas imbalance payable.        Average  oil and gas prices  increased  to $37.89 per barrel and $5.35 per Mcf,  respectively,   in  2004  from  $27.97  per  barrel  and  $4.88  per  Mcf, respectively, in 2003.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  increased  $132,000 (9.4%) in 2004 as compared to 2003. This increase was primarily due to: (i) workover  expenses  incurred on several wells during 2004; (ii) an increase in production  taxes  associated with the increase in oil and gas sales;  and (iii) an increase in salt water disposal  expenses on one  significant  well during 2004 as compared  to 2003.  These  increases  were partially offset by a decrease in lease operating  expenses  associated with the decreases in volumes of oil and gas sold.  As a percentage of oil and gas sales, these expenses increased to 25.9% in 2004 from 25.2% in 2003.        DD&A of oil and gas properties increased $5,000 (2.5%) in 2004 as compared to 2003. As a percentage of oil and gas sales, this expense decreased to 3.6% in 2004 from 3.8% in 2003.        General and administrative  expenses remained  relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.4% in 2004 from 10.1% in 2003.                                  II-B Partnership                                ----------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                     --------------------------------------        Total oil and gas sales increased  $1,341,000  (30.6%) in 2005 as compared to 2004. Of this increase $576,000 and $957,000,  respectively,  were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased  2,462  barrels and 18,826 Mcf,  respectively,  in 2005 as compared to 2004.  Average oil and gas prices  increased  to $53.37 per barrel and $6.96 per Mcf,  respectively,   in  2005  from  $38.97  per  barrel  and  $5.10  per  Mcf, respectively, in 2004.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes) increased  $151,000 (13.3%) in 2005 as compared to 2004. This increase  was  primarily  due to: (i) 2005  workover  expenses  incurred  on two significant  wells and (ii) an increase in production  taxes associated with the increase in                                          -52-     oil  and gas  sales.  As a  percentage  of oil and  gas  sales,  these  expenses decreased to 22.6% in 2005 from 26.0% in 2004,  primarily due to the increase in oil and gas sales.        Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas properties  increased  $162,000  (104.7%)  in 2005 as  compared  to  2004.  This increase was primarily  due to downward  revisions in the estimates of remaining oil and gas reserves following an unsuccessful 2005 recompletion  attempt on one significant  well. This increase was also due to increases of (i) $52,000 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 $37,000 was related to previously  fully depleted  wells, and  (ii)  $8,000  due  to  accretion  of  these   additional  asset  retirement obligations.  As a percentage  of oil and gas sales,  this expense  increased to 5.5% in 2005 from 3.5% in 2004,  primarily due to the dollar increase in DD&A of oil and gas properties.        General and  administrative  expenses  increased  $6,000 (1.3%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 7.5% in 2005 from 9.6% in 2004,  primarily due to the increase in oil and gas sales.        The Limited Partners have received cash distributions through December 31, 2005 totaling $46,672,916 or 129.03% of Limited Partners' capital contributions.                        Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                     --------------------------------------        Total oil and gas sales increased  $528,000 (13.7%) in 2004 as compared to 2003. Of this  increase  $409,000 and  $219,000,  respectively,  were related to increases  in the  average  prices of oil and gas  sold.  These  increases  were partially  offset by a decrease  of $63,000  related to a decrease in volumes of gas sold.  Volumes of oil and gas sold  decreased  1,252 barrels and 13,512 Mcf, respectively,  in 2004 as compared to 2003. Average oil and gas prices increased to $38.97 per barrel and $5.10 per Mcf,  respectively,  in 2004 from  $29.33 per barrel and $4.69 per Mcf, respectively, in 2003.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes) increased  $142,000 (14.2%) in 2004 as compared to 2003. This increase was primarily due to: (i) an increase in salt water  disposal  expenses on one  significant  well during  2004 as compared to 2003;  (ii) an increase in production  taxes  associated with the increase in oil and gas sales;  and (iii) workover  expenses incurred on one significant well during 2004. These increases were partially offset by a decrease in lease operating expenses  associated with the decreases in volumes                                          -53-     of oil and gas  sold.  As a  percentage  of oil and gas  sales,  these  expenses increased to 26.0% in 2004 from 25.9% in 2003.        DD&A of oil and gas properties  remained  relatively  constant in 2004 and 2003.  As a percentage of oil and gas sales,  this expense  decreased to 3.5% in 2004 from 4.0% in 2003,  primarily due to the 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 9.6% in 2004 from 11.0% in 2003, primarily due to the increase in oil and gas sales.                                   II-C Partnership                                ----------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                     --------------------------------------        Total oil and gas sales increased  $911,000 (43.0%) in 2005 as compared to 2004. Of this increase (i) $214,000 and $603,000,  respectively, were related to increases  in the  average  prices  of oil and gas sold and  (ii)  $115,000  was related to an increase in volumes of gas sold. Volumes of oil sold decreased 548 barrels, while volumes of gas sold increased 22,782 Mcf.        The increase in volumes of gas sold in 2005 was  primarily due to: (i) the first  receipt  of  revenues  on one  significant  well;  (ii)  an  increase  in production on several wells  following the successful  workovers of those wells; and (iii) an increase in production on one significant  well after its return to production  following the resolution of transportation  problems associated with line  pressure.  These  increases were  partially  offset by normal  declines in production.        Average  oil and gas prices  increased  to $53.36 per barrel and $6.92 per Mcf,  respectively,   in  2005  from  $38.92  per  barrel  and  $5.05  per  Mcf, respectively, in 2004.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  increased  $85,000 (16.3%) 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) 2005 workover  expenses incurred on several wells.  These  increases were partially  offset by workover  expenses incurred on several  other wells  during 2004.  As a  percentage  of oil and gas sales, these expenses  decreased to 20.1% in 2005 from 24.7% in 2004,  primarily due to the increase in oil and gas sales.                                          -54-           Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas properties  increased $52,000 (73.9%) in 2005 as compared to 2004. This increase was  primarily  due to downward  revisions in the estimates of remaining oil and gas  reserves  following  an  unsuccessful  2005  recompletion  attempt  on  one significant  well. This increase was also due to increases of (i) $18,000 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 $12,000 was related to previously  fully depleted  wells, and  (ii)  $3,000  due  to  accretion  of  these   additional  asset  retirement obligations.  As a percentage  of oil and gas sales,  this expense  increased to 4.1% in 2005 from 3.3% in 2004,  primarily due to the dollar increase in DD&A of oil and gas properties.        General and  administrative  expenses  increased  $7,000 (3.5%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 6.6% 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 $22,090,686 or 142.87% of Limited Partners' capital contributions.                        Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                     --------------------------------------        Total oil and gas sales increased  $221,000 (11.6%) in 2004 as compared to 2003. Of this  increase  $145,000 and  $154,000,  respectively,  were related to increases  in the  average  prices of oil and gas  sold.  These  increases  were partially  offset by a decrease  of $65,000  related to a decrease in volumes of gas sold.  Volumes of oil and gas sold  decreased  441  barrels  and 14,281 Mcf, respectively,  in 2004 as compared to 2003. Average oil and gas prices increased to $38.92 per barrel and $5.05 per Mcf,  respectively,  in 2004 from  $29.48 per barrel and $4.54 per Mcf, respectively, in 2003.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  increased  $39,000  (8.1%) in 2004 as compared to 2003. As a percentage of oil and gas sales,  these expenses decreased to 24.7% in 2004 from 25.5% in 2003.        DD&A  of oil and  gas  properties  decreased  $13,000  (15.4%)  in 2004 as compared to 2003,  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.  As a  percentage  of oil and gas  sales,  this  expense decreased  to 3.3% in 2004  from  4.4% in 2003.  This  percentage  decrease  was primarily due to (i) the dollar  decrease in DD&A of oil and gas  properties and (ii) the increases in the average prices of oil and gas sold.                                          -55-            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 10.2% in 2003, primarily due to the increase in oil and gas sales.                                    II-D Partnership                                ----------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                     --------------------------------------        Total oil and gas sales increased  $2,064,000  (46.9%) in 2005 as compared to 2004.  Of this  increase  (i)  $288,000 and  $1,525,000,  respectively,  were related to increases in the average prices of oil and gas sold and (ii) $383,000 was  related  to an  increase  in  volumes  of gas sold.  These  increases  were partially  offset by a decrease of $132,000  related to a decrease in volumes of oil sold. Volumes of oil sold decreased 3,453 barrels, while volumes of gas sold increased 75,445 Mcf in 2005 as compared to 2004.        The decrease in volumes of oil sold was primarily  due to normal  declines in production.  The increase in volumes of gas sold was primarily due to: (i) an increase in production on several wells  following the  successful  workovers of those wells;  (ii) one significant well returning to production  during mid 2005 following  the  resolution  of  transportation  problems  associated  with  line pressure; and (iii) the first receipt of revenues on one significant well. These increases were partially offset by normal declines in production.        Average  oil and gas prices  increased  to $51.54 per barrel and $7.12 per Mcf,  respectively,   in  2005  from  $38.36  per  barrel  and  $5.08  per  Mcf, respectively, in 2004.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  increased  $103,000 (8.8%) 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 workover expenses incurred on several other wells during 2004. As a percentage of oil and gas  sales,  these  expenses  decreased  to  19.7% in 2005  from  26.5% in 2004, primarily due to the increase in oil and gas sales.        Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas properties  increased  $66,000  (37.8%)  in 2005 as  compared  to 2004.  Of this increase (i) $65,000 was due to the depletion of additional capitalized costs of oil and gas properties as a                                          -56-     result  of  the  upward  revision  in  the  estimate  of  the  asset  retirement obligations, of which $42,000 was related to previously fully depleted wells and (ii)  $13,000  was  due  to  accretion  of  these  additional  asset  retirement obligations.  The DD&A increase was also due to one significant well being fully depleted  during  2005  due to the  lack of  remaining  reserves.  All of  these increases were partially offset by (i) the receipt in 2005 of equipment  credits on an abandoned well and (ii) two significant wells being substantially depleted during 2004 due to the lack of remaining  reserves.  As a percentage  of oil and gas sales, DD&A decreased to 3.7% in 2005 from 3.9% in 2004.        General and  administrative  expenses  increased  $6,000 (1.6%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 5.8% in 2005 from 8.4% in 2004,  primarily due to the increase in oil and gas sales.        The Limited Partners have received cash distributions through December 31, 2005 totaling $46,050,903 or 146.25% of Limited Partners' capital contributions.                        Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                     --------------------------------------        Total oil and gas sales increased  $498,000 (12.8%) in 2004 as compared to 2003. Of this increase (i) $246,000 and $425,000,  respectively, were related to increases in the average prices of oil and gas sold and (ii) $52,000 was related to an increase in volumes of oil sold.  These increases were partially offset by a decrease of $225,000 related to a decrease in volumes of gas sold.  Volumes of oil sold increased 1,830 barrels, while volumes of gas sold decreased 50,655 Mcf in 2004 as compared to 2003.        The  increase in volumes of oil sold was  primarily  due to an increase in production  on  one  significant  well  following   successful  repairs  of  its mechanical  problems  during late 2003,  which increase was partially  offset by normal declines in production.        Average  oil and gas prices  increased  to $38.36 per barrel and $5.08 per Mcf,  respectively,   in  2004  from  $28.65  per  barrel  and  $4.45  per  Mcf, respectively, in 2003.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  increased  $91,000 (8.5%) in 2004 as compared to 2003.  This increase was  primarily due to (i) workover  expenses  incurred on several wells during  2004  and (ii) an  increase  in  production  taxes  associated  with the increase in oil and gas sales.  These  increases  were  partially  offset by (i) workover  expenses  incurred  on  several  other  wells  during  2003 and (ii) a positive prior period lease operating expense adjustment made by the operator on one significant well during 2003. As a                                          -57-     percentage of oil and gas sales,  these expenses decreased to 26.5% in 2004 from 27.6% in 2003.        DD&A of oil and  gas  properties  decreased  $108,000  (38.3%)  in 2004 as compared to 2003. This decrease was primarily due to: (i) the abandonment of one significant  well  during  2003  due to  severe  mechanical  problems;  (ii) the decrease in volumes of gas sold; and (iii) upward  revisions in the estimates of remaining  oil and gas reserves  during 2004.  These  decreases  were  partially offset by one significant  well being fully depleted during 2004 due to the lack of  remaining  reserves.  As a  percentage  of oil and gas sales,  this  expense decreased  to 3.9% in 2004  from  7.2% in 2003.  This  percentage  decrease  was 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 8.4% in 2004 from 9.6% in 2003.  This  percentage  decrease was  primarily due to the increase in oil and gas sales.                                   II-E Partnership                                ----------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                     --------------------------------------        Total oil and gas sales increased  $1,161,000  (41.6%) in 2005 as compared to 2004. Of this increase (i) $264,000 and $835,000,  respectively, were related to  increases  in the  average  prices of oil and gas sold and (ii)  $69,000 was related to an increase in volumes of gas sold.  These  increases  were partially offset by a decrease of $7,000 related to a decrease in volumes of oil sold.        Volumes  of oil sold  decreased  184  barrels,  while  volumes of gas sold increased 13,429 Mcf in 2005 as compared to 2004. The decrease in volumes of oil sold was primarily due to (i) negative prior period volume  adjustments  made by the  operators  on  several  wells  during  2005 and  (ii)  normal  declines  in production.  These decreases were partially offset by: (i) positive prior period volume  adjustments  made by the  operators on several  other wells during 2005; (ii) the  successful  completion  of two new  wells;  and (iii) an  increase  in production on one  significant  well following the  successful  workover of that well.        The increase in volumes of gas sold was  primarily  due to (i) an increase in production on one significant well following the successful  workover of that well and (ii) positive prior period volume  adjustments made by the operators on several  wells during 2005.  These  increases  were  partially  offset by normal declines                                          -58-     in production  and a negative 2005 prior period  volume  adjustment  made by the operator on one significant well.        Average  oil and gas prices  increased  to $52.60 per barrel and $7.10 per Mcf,  respectively,   in  2005  from  $37.88  per  barrel  and  $5.13  per  Mcf, respectively, in 2004.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes) increased  $101,000 (14.7%) 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;  (ii)  workover  expenses  incurred on several wells during 2005; and (iii) an increase in salt water disposal expenses incurred  on one  significant  unit  during  2005 as  compared  to  2004.  These increases were partially offset by workover  expenses  incurred on several other wells during 2004. As of the date of this Annual Report,  management anticipates that the salt water  disposal  expenses on this unit will remain at 2005 levels. As a percentage of oil and gas sales,  these expenses decreased to 19.9% in 2005 from 24.5% in 2004, primarily due to the increase in oil and gas sales.        Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas properties increased $3,000 (1.4%) in 2005 as compared to 2004. Of this increase (i) $37,000 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) $7,000 was due to accretion of these  additional  asset retirement obligations. This increase was also due to one significant well being fully  depleted  during  2005  due to the  lack  of  remaining  reserves.  These increases were partially  offset by two  significant  wells being  substantially depleted during 2004 due to the lack of remaining  reserves.  As a percentage of oil and gas sales,  this  expense  decreased  to 5.2% in 2005 from 7.2% in 2004, primarily due to the increases in the average prices of oil and gas sold.        General and  administrative  expenses  increased  $5,000 (2.0%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 7.1% for 2005 from 9.9% in 2004, primarily due to the increase in oil and gas sales.        The Limited Partners have received cash distributions through December 31, 2005 totaling $31,931,574 or 139.55% of Limited Partners' capital contributions.                        Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                     --------------------------------------        Total oil and gas sales increased  $42,000 (1.5%) in 2004  as compared  to 2003.  Of this increase $155,000 and $185,000,                                          -59-     respectively,  were related to  increases  in the average  prices of oil and gas sold.  These  increases  were  partially  offset by  decreases  of  $29,000  and $269,000, respectively, related to decreases in volumes of oil and gas sold.        Volumes  of oil and  gas  sold  decreased  996  barrels  and  57,609  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) a negative prior period volume  adjustment  made by the operator on one  significant  well during 2004.  These decreases were partially offset by (i) positive prior period volume adjustments made by the operators during 2004 on two significant  wells and (ii) a similar  negative prior period volume  adjustment  made during 2003 on another significant well.        The  decrease  in  volumes  of gas sold was  primarily  due to: (i) normal declines in production; (ii) the shutting-in of one significant well during 2004 in order to redirect the flow of gas to a pipeline with available capacity;  and (iii) a negative prior period volume  adjustment made by the operator on another significant  well  during  2004.  These  decreases  were  partially  offset by a positive prior period volume  adjustment made by the operator on one significant well during 2004.        Average  oil and gas prices  increased  to $37.88 per barrel and $5.13 per Mcf,  respectively,   in  2004  from  $29.32  per  barrel  and  $4.68  per  Mcf, respectively, in 2003.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  increased  $19,000 (2.8%) in 2004 as compared to 2003.  This increase was primarily due to workover expenses incurred on several wells during 2004.  This increase was partially  offset by: (i) a decrease in lease operating expenses  associated  with the  decreases  in volumes of oil and gas sold;  (ii) positive prior period lease operating  expense  adjustments  made in 2003 on two significant  wells; and (iii) a negative prior period  production tax adjustment made in 2004 by the operator on one significant well. As a percentage of oil and gas sales, these expenses increased to 24.5% in 2004 from 24.2% in 2003.        DD&A  of oil and  gas  properties  increased  $64,000  (46.8%)  in 2004 as compared to 2003. This increase was primarily due to two significant wells being substantially  depleted during 2004 due to the lack of remaining reserves.  This increase  was  partially  offset by (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.  As a  percentage  of oil and gas  sales,  this  expense increased  to 7.2% in  2004  from  5.0% in  2003,  primarily  due to the  dollar increase in DD&A of oil and gas properties.        General and administrative expenses  decreased  $3,000 (1.0%)  in 2004  as compared to 2003.  As a percentage of oil and gas                                          -60-     sales, these expenses decreased to 9.9% in 2004 from 10.2% in 2003.                                   II-F Partnership                                ----------------                        Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                     --------------------------------------        Total oil and gas sales increased  $984,000 (34.2%) in 2005 as compared to 2004. Of this  increase  $388,000 and  $733,000,  respectively,  were related to increases  in the  average  prices of oil and gas  sold.  These  increases  were partially offset by decreases of $18,000 and $119,000, respectively,  related to decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased 484 barrels and 24,860 Mcf, respectively, in 2005 as compared to 2004.        The  decrease in volumes of oil sold was  primarily  due to: (i)  negative prior period  volume  adjustments  made by the operators on several wells during 2005; (ii) similar positive prior period volume  adjustments made on other wells during 2004;  and (iii) normal  declines in  production.  These  decreases  were partially  offset by: (i) positive prior period volume  adjustments  made by the operators on several wells during 2005;  (ii) the  successful  completion of two new wells; and (iii) an increase in production on one significant well following the successful workover of that well.        The decrease in volumes of gas sold was  primarily  due to: (i) a negative prior period  volume  adjustment  made by the operator on one  significant  well during 2005;  (ii) normal  declines in  production;  and (iii) a positive  prior period  volume  adjustment  included  in the  receipt of first  revenues  on one significant  well during 2004.  These  decreases  were  partially  offset by (i) positive prior period volume  adjustments made by the operators on several wells during 2005 and (ii) similar  negative prior period volume  adjustments  made on several other wells during 2004.        Average  oil and gas prices  increased  to $51.57 per barrel and $6.72 per Mcf,  respectively,   in  2005  from  $36.43  per  barrel  and  $4.78  per  Mcf, respectively, in 2004.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  increased  $51,000 (8.4%) 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;  (ii)  workover  expenses  incurred on several wells during 2005; and (iii) an increase in salt water disposal                                          -61-     expenses incurred on one significant unit during 2005 as compared to 2004. These increases were partially offset by workover expenses incurred on two significant wells during 2004. As of the date of this Annual Report,  management anticipates that the salt water  disposal  expenses on this unit will remain at 2005 levels. As a percentage of oil and gas sales,  these expenses decreased to 17.1% in 2005 from 21.2% in 2004, primarily due to the increase in oil and gas sales.        Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas properties  decreased $81,000 (37.6%) 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  decreases in volumes of oil and gas sold.  These  decreases  were  partially  offset by: (i) an  increase of $17,000 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  $10,000  was  related  to  previously  fully depleted wells;  (ii) an increase of $5,000 due to accretion of these additional asset  retirement  obligations;  and  (iii) one  significant  well  being  fully depleted during 2005 due to the lack of remaining  reserves.  As a percentage of oil and gas sales,  this  expense  decreased  to 3.5% in 2005 from 7.5% in 2004, primarily due to (i) the dollar  decrease in DD&A of oil and gas  properties and (ii) the increases in the average prices of oil and gas sold.        General and  administrative  expenses  increased  $6,000 (2.7%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 5.6% in 2005 from 7.4% in 2004,  primarily due to the increase in oil and gas sales.        The Limited Partners have received cash distributions through December 31, 2005 totaling $27,162,051 or 158.47% of Limited Partners' capital contributions.                        Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                     --------------------------------------        Total oil and gas sales  increased  $237,000 (9.0%) in 2004 as compared to 2003. Of this increase (i) $209,000 and $165,000,  respectively, were related to increases in the average prices of oil and gas sold and (ii) $36,000 was related to an increase in volumes of oil sold.  These increases were partially offset by a decrease of $173,000 related to a decrease in volumes of gas sold.  Volumes of oil sold increased 1,255 barrels, while volumes of gas sold decreased 39,538 Mcf in 2004 as compared to 2003.        The increase in volumes of oil sold was  primarily  due to positive  prior period volume adjustments made by the operators on                                          -62-     several  wells during 2004,  which  increases  were  partially  offset by normal declines in production.        The  decrease  in volumes of gas sold was  primarily  due to (i)  negative prior period  volume  adjustments  made by the operators on several wells during 2004 and (ii) normal  declines in  production.  These  decreases  were partially offset by the receipt of first revenues on one significant well during 2004.        Average  oil and gas prices  increased  to $36.43 per barrel and $4.78 per Mcf,  respectively,   in  2004  from  $28.40  per  barrel  and  $4.37  per  Mcf, respectively, in 2003.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  increased  $36,000 (6.2%) in 2004 as compared to 2003.  This increase was primarily due to: (i) workover expenses incurred on two significant wells during 2004;  (ii) an increase in  production  taxes  associated  with the increase  in oil and gas  sales;  and  (iii) an  increase  in  production  taxes associated  with the receipt of first  revenues on one  significant  well during 2004.  These  increases  were  partially  offset by (i)  negative  prior  period production  tax  adjustments  made by the operator on several wells during 2004; (ii) a decrease in lease  operating  expenses  associated  with the  decrease in volumes of gas sold;  and (iii)  workover  expenses  incurred  on several  wells during 2003. As a percentage of oil and gas sales,  these expenses  decreased to 21.2% in 2004 from 21.7% in 2003.        DD&A  of oil and  gas  properties  increased  $81,000  (60.1%)  in 2004 as compared to 2003. This increase was primarily due to one significant  well being fully depleted during 2004 due to lack of remaining reserves.  This increase was partially  offset by (i) upward  revisions in the estimates of remaining oil and gas  reserves  during 2004 and (ii) the  decrease  in volumes of gas sold.  As a percentage  of oil and gas sales,  this  expense  increased to 7.5% in 2004 from 5.1%  in  2003,  primarily  due to the  dollar  increase  in DD&A of oil and gas properties.        General and  administrative  expenses  decreased  $2,000 (1.0%) in 2004 as compared to 2003. As a percentage of oil and gas sales, these expenses decreased to 7.4% in 2004 from 8.1% in 2003.                                   II-G Partnership                                ----------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                     --------------------------------------        Total  oil  and gas sales increased $2,099,000 (34.3%) in 2005 as compared to 2004.  Of this increase $815,000 and $1,583,000,                                          -63-     respectively,  were related to  increases  in the average  prices of oil and gas sold.  These  increases  were  partially  offset by  decreases  of  $30,000  and $269,000,  respectively,  related to  decreases  in volumes of oil and gas sold. Volumes of oil and gas sold decreased 817 barrels and 56,041 Mcf,  respectively, in 2005 as compared to 2004.        The  decrease in volumes of oil sold was  primarily  due to: (i)  negative prior period  volume  adjustments  made by the operators on several wells during 2005; (ii) similar positive prior period volume  adjustments made on other wells during 2004;  and (iii) normal  declines in  production.  These  decreases  were partially  offset by: (i) positive prior period volume  adjustments  made by the operators on several wells during 2005;  (ii) the  successful  completion of two new wells; and (iii) an increase in production on one significant well following the successful workover of that well.        The decrease  in  volumes of  gas sold was primarily due to: (i)a negative prior period  volume  adjustment  made by the operator on one  significant  well during 2005;  (ii) normal  declines in  production;  and (iii) a positive  prior period  volume  adjustment  included  in the  receipt of first  revenues  on one significant  well during 2004.  These  decreases  were  partially  offset by (i) positive prior period volume  adjustments made by the operators on several wells during 2005 and (ii) similar  negative prior period volume  adjustments  made on other wells during 2004.        Average  oil and gas prices  increased  to $51.56 per barrel and $6.77 per Mcf,  respectively,   in  2005  from  $36.43  per  barrel  and  $4.80  per  Mcf, respectively, in 2004.        Oil  and  gas  production expenses (including lease operating expenses and production  taxes)  increased  $115,000 (8.8%) 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;  (ii) workover expenses incurred in 2005 on several wells; and (iii) an increase in salt water disposal expenses incurred on one  significant  unit during 2005 as compared to 2004.  These increases were partially offset by workover  expenses  incurred on two significant wells during 2004. As of the date of this Annual Report, management anticipates that the salt water disposal expenses on this unit will remain at 2005 levels. As a percentage of oil and gas sales,  these  expenses  decreased to 17.2% in 2005 from 21.3% in 2004, primarily due to the increase in oil and gas sales.        Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas properties decreased $181,000 (38.3%) 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  decreases in volumes of oil and gas sold.  These  decreases  were  partially  offset by: (i) an  increase of $36,000 due to the depletion of additional                                          -64-     capitalized  costs of oil and gas properties as a result of the upward  revision in the  estimate  of the asset  retirement  obligations,  of which  $21,000  was related to previously  fully depleted wells;  (ii) an increase of $10,000 due to accretion  of these  additional  asset  retirement  obligations;  and  (iii) one significant  well being fully depleted  during 2005 due to the lack of remaining reserves.  As a percentage of oil and gas sales,  this expense decreased to 3.5% in 2005 from 7.7% in 2004,  primarily due to (i) the dollar  decrease in DD&A of oil and gas  properties  and (ii) the increases in the average prices of oil and gas sold.        General and  administrative  expenses  increased  $5,000 (1.1%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 5.3% in 2005 from 7.1% in 2004,  primarily due to the increase in oil and gas sales.        The Limited Partners have received cash distributions through December 31, 2005 totaling $56,838,371 or 152.71% of Limited Partners' capital contributions.                        Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                     --------------------------------------        Total oil and gas sales  increased  $511,000 (9.1%) in 2004 as compared to 2003. Of this increase (i) $439,000 and $360,000,  respectively, were related to increases in the average prices of oil and gas sold and (ii) $75,000 was related to an increase in volumes of oil sold.  These increases were partially offset by a decrease of $363,000 related to a decrease in volumes of gas sold.  Volumes of oil sold increased 2,620 barrels, while volumes of gas sold decreased 82,756 Mcf in 2004 as compared to 2003.        The increase in volumes of oil sold was  primarily  due to positive  prior period  volume  adjustments  made by the operators on several wells during 2004, which increases were partially offset by normal declines in production.        The  decrease  in volumes of gas sold was  primarily  due to (i)  negative prior period  volume  adjustments  made by the operators on several wells during 2004 and (ii) normal  declines in  production.  These  decreases  were partially offset by the receipt of first revenues on one significant well during 2004.        Average  oil and gas prices  increased  to $36.43 per barrel and $4.80 per Mcf,  respectively,   in  2004  from  $28.40  per  barrel  and  $4.38  per  Mcf, respectively, in 2003.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  increased  $80,000 (6.5%) in 2004 as compared to 2003.  This increase was primarily due to: (i) workover expenses incurred on two significant wells during 2004;                                          -65-     (ii) an increase in production taxes associated with the increase in oil and gas sales;  and (iii) an increase in production taxes associated with the receipt of first  revenues  on one  significant  well during  2004.  These  increases  were partially  offset by: (i) negative prior period  production tax adjustments made by the  operators  on  several  wells  during  2004;  (ii) a  decrease  in lease operating  expenses  associated  with the  decrease in volumes of gas sold;  and (iii) workover  expenses  incurred on several wells during 2003. As a percentage of oil and gas sales,  these  expenses  decreased to 21.3% in 2004 from 21.8% in 2003.        DD&A of oil and  gas  properties  increased  $182,000  (62.8%)  in 2004 as compared to 2003,  primarily due to one  significant  well being fully  depleted during 2004 due to the lack of remaining  reserves.  This increase was partially offset  by (i)  upward  revisions  in the  estimates  of  remaining  oil and gas reserves  during  2004  and (ii) the  decrease  in  volumes  of gas  sold.  As a percentage  of oil and gas sales,  this  expense  increased to 7.7% in 2004 from 5.2%  in  2003,  primarily  due to the  dollar  increase  in DD&A of oil and gas properties.        General and  administrative  expenses  decreased  $5,000 (1.1%) in 2004 as compared to 2003. As a percentage of oil and gas sales, these expenses decreased to 7.1% in 2004 from 7.8% in 2003.                                   II-H Partnership                                ----------------                        Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                     --------------------------------------        Total oil and gas sales increased  $489,000 (33.5%) in 2005 as compared to 2004. Of this  increase  $187,000 and  $376,000,  respectively,  were related to increases  in the  average  prices of oil and gas  sold.  These  increases  were partially  offset by decreases of $9,000 and $65,000,  respectively,  related to decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased 242 barrels and 13,478 Mcf, respectively, in 2005 as compared to 2004.        The  decrease in volumes of oil sold was  primarily  due to: (i)  negative prior period  volume  adjustments  made by the operators on several wells during 2005; (ii) similar positive prior period volume  adjustments made on other wells during 2004;  and (iii) normal  declines in  production.  These  decreases  were partially  offset by: (i) positive prior period volume  adjustments  made by the operators on several wells during 2005;  (ii) the  successful  completion of two new wells; and (iii) an increase in                                          -66-     production  on  one  significant  well following the successful workover of that well.        The decrease in volumes of gas sold was  primarily  due to: (i) a negative prior period  volume  adjustment  made by the operator on one  significant  well during 2005;  (ii) normal  declines in  production;  and (iii) a positive  prior period  volume  adjustment  included  in the  receipt of first  revenues  on one significant  well during 2004.  These  decreases  were  partially  offset by (i) positive prior period volume  adjustments made by the operators on several wells during 2005 and (ii) similar  negative prior period volume  adjustments  made on other wells during 2004.        Average  oil and gas prices  increased  to $51.46 per barrel and $6.76 per Mcf,  respectively,   in  2005  from  $36.44  per  barrel  and  $4.82  per  Mcf, respectively, in 2004.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  increased  $24,000 (7.7%) 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;  (ii)  workover  expenses  incurred on several wells during 2005; and (iii) an increase in salt water disposal expenses incurred  on one  significant  unit  during  2005 as  compared  to  2004.  These increases were partially offset by workover expenses incurred on two significant wells during 2004. As of the date of this Annual Report,  management anticipates that the salt water  disposal  expenses on this unit will remain at 2005 levels. As a percentage of oil and gas sales,  these expenses decreased to 17.4% in 2005 from 21.5% in 2004. This  percentage  decrease was primarily due to the increase in oil and gas sales.        Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas properties  decreased $45,000 (39.4%) in 2005 as compared to 2004, primarily due to (i) one significant  well being fully depleted during 2004 due to the lack of remaining  reserves and (ii) the decreases in volumes of oil and gas sold. These decreases  were  partially  offset  by:  (i) an  increase  of $9,000  due to the depletion of additional  capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement  obligations,  of which $5,000 was related to previously fully depleted wells; (ii) an increase of $2,000 due to accretion of these additional asset  retirement  obligations;  and (iii) one  significant  well being fully depleted during 2005 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 3.5% in 2005 from 7.8% in 2004,  primarily due to (i) the dollar  decrease in DD&A of oil and gas  properties  and (ii) the increases in the average prices of oil and gas sold.        General and  administrative  expenses  increased  $6,000 (4.9%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 6.7% in 2005 from 8.5% in 2004,  primarily due to the increase in oil and gas sales.                                          -67-            The Limited Partners have received cash distributions through December 31, 2005 totaling $13,209,364 or 144.03% of Limited Partners' capital contributions.                        Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                     --------------------------------------        Total oil and gas sales  increased  $124,000 (9.3%) in 2004 as compared to 2003. Of this increase (i) $102,000 and $91,000,  respectively,  were related to increases in the average prices of oil and gas sold and (ii) $17,000 was related to an increase in volumes of oil sold.  These increases were partially offset by a decrease  of  approximately  $86,000  related to a decrease  in volumes of gas sold.  Volumes of oil sold  increased  606  barrels,  while  volumes of gas sold decreased 19,699 Mcf in 2004 as compared to 2003.        The increase in volumes of oil sold was  primarily  due to positive  prior period  volume  adjustments  made by the operators on several wells during 2004, which increases were partially offset by normal declines in production.        The  decrease  in volumes of gas sold was  primarily  due to (i)  negative prior period  volume  adjustments  made by the operators on several wells during 2004 and (ii) normal  declines in  production.  These  decreases  were partially offset by the receipt of first revenues on one significant well during 2004.        Average  oil and gas prices  increased  to $36.44 per barrel and $4.82 per Mcf,  respectively,   in  2004  from  $28.40  per  barrel  and  $4.38  per  Mcf, respectively, in 2003.        Oil and gas production  expenses  (including lease operating  expenses and production  taxes)  increased  $19,000 (6.5%) in 2004 as compared to 2003.  This increase was primarily due to: (i) workover expenses incurred on two significant wells during 2004;  (ii) an increase in  production  taxes  associated  with the increase  in oil and gas  sales;  and  (iii) an  increase  in  production  taxes associated  with the receipt of first  revenues on one  significant  well during 2004.  These  increases  were  partially  offset by: (i)  negative  prior period production  tax  adjustments  made by the operator on several wells during 2004, (ii) a decrease in lease  operating  expenses  associated  with the  decrease in volumes of gas sold;  and (iii)  workover  expenses  incurred  on several  wells during 2003. As a percentage of oil and gas sales,  these expenses  decreased to 21.5% in 2004 from 22.1% in 2003.        DD&A  of oil and  gas  properties  increased  $45,000  (65.7%)  in 2004 as compared to 2003,  primarily due to one  significant  well being fully  depleted during 2004 due to the lack of remaining  reserves.  This increase was partially offset by (i) upward                                          -68-     revisions in the  estimates of  remaining  oil and gas reserves  during 2004 and (ii) the decrease in volumes of gas sold.  As a percentage of oil and gas sales, this expense  increased to 7.8% in 2004 from 5.1% in 2003,  primarily due to the dollar increase in DD&A of oil and gas properties.        General and administrative  expenses remained  relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 8.5% in 2004 from 9.4% in 2003.         Average Sales Prices, Production Volumes, and Average Production Costs        The following  tables are  comparisons  of the annual  average oil and gas sales prices,  production volumes, and average production costs (lease operating expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf of gas) for 2005,  2004, and 2003.  These factors comprise the change in net oil and gas operations discussed in the "Results of Operations" section above.                                [Remainder of Page Intentionally Left Blank]                                            -69-                                  2005 Compared to 2004                              ---------------------                               Average Sales Prices - -------------------------------------------------------------------------- P/ship                2005                    2004              % Change - ------         ------------------      ------------------      -----------                  Oil        Gas          Oil        Gas                ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil     Gas                -------    -------      -------    -------      ---     ---   II-A          $53.66      $7.10       $37.89      $5.35       42%     33%  II-B           53.37       6.96        38.97       5.10       37%     36%  II-C           53.36       6.92        38.92       5.05       37%     37%  II-D           51.54       7.12        38.36       5.08       34%     40%  II-E           52.60       7.10        37.88       5.13       39%     38%  II-F           51.57       6.72        36.43       4.78       42%     41%  II-G           51.56       6.77        36.43       4.80       42%     41%  II-H           51.46       6.76        36.44       4.82       41%     40%                                Production Volumes - ---------------------------------------------------------------------------- P/ship              2005                      2004                % Change - ------       ------------------        -----------------       -------------                Oil        Gas            Oil       Gas           Oil    Gas              (Bbls)      (Mcf)         (Bbls)     (Mcf)        (Bbls)  (Mcf)              ------     -------        ------    -------       ------  -----   II-A        57,813     652,272        65,565    646,674        (12%)    1%  II-B        40,011     516,244        42,473    535,070        ( 6%)  ( 4%)  II-C        14,817     323,872        15,365    301,090        ( 4%)    8%  II-D        21,859     749,576        25,312    674,131        (14%)   11%  II-E        17,951     423,292        18,135    409,863        ( 1%)    3%  II-F        25,599     377,857        26,083    402,717        ( 2%)  ( 6%)  II-G        53,848     803,073        54,665    859,114        ( 1%)  ( 7%)  II-H        12,446     193,427        12,688    206,905        ( 2%)  ( 7%)                              Average Production Costs                          per Equivalent Barrel of Oil                     -------------------------------------                     P/ship     2005     2004     % Change                     ------    ------   -----     --------                       II-A     $10.24   $8.88        15%                      II-B      10.25    8.66        18%                      II-C       8.86    7.99        11%                      II-D       8.65    8.48         2%                      II-E       8.86    7.91        12%                      II-F       7.45    6.53        14%                      II-G       7.54    6.57        15%                      II-H       7.58    6.67        14%                                          -70-                                   2004 Compared to 2003                              ---------------------                               Average Sales Prices - -------------------------------------------------------------------------- P/ship               2004                     2003             % Change - ------         ------------------      ------------------      -----------                  Oil        Gas          Oil        Gas                ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil     Gas                -------    -------      -------    -------      ---     ---   II-A          $37.89      $5.35       $27.97      $4.88       35%     10%  II-B           38.97       5.10        29.33       4.69       33%      9%  II-C           38.92       5.05        29.48       4.54       32%     11%  II-D           38.36       5.08        28.65       4.45       34%     14%  II-E           37.88       5.13        29.32       4.68       29%     10%  II-F           36.43       4.78        28.40       4.37       28%      9%  II-G           36.43       4.80        28.40       4.38       28%     10%  II-H           36.44       4.82        28.40       4.38       28%     10%                                Production Volumes - ---------------------------------------------------------------------------- P/ship              2004                      2003               % Change - ------       ----------------          -----------------       -------------                Oil        Gas            Oil        Gas          Oil    Gas              (Bbls)      (Mcf)         (Bbls)      (Mcf)       (Bbls)  (Mcf)              ------     -------        ------     -------      ------  -----   II-A        65,565     646,674        74,313     717,179       (12%)  (10%)  II-B        42,473     535,070        43,725     548,582       ( 3%)  ( 2%)  II-C        15,365     301,090        15,806     315,371       ( 3%)  ( 5%)  II-D        25,312     674,131        23,482     724,786         8%   ( 7%)  II-E        18,135     409,863        19,131     467,472       ( 5%)  (12%)  II-F        26,083     402,717        24,828     442,255         5%   ( 9%)  II-G        54,665     859,114        52,045     941,870         5%   ( 9%)  II-H        12,688     206,905        12,082     226,604         5%   ( 9%)                              Average Production Costs                          per Equivalent Barrel of Oil                     -------------------------------------                     P/ship     2004     2003     % Change                     ------    -----    -----     --------                       II-A     $8.88    $7.26        22%                      II-B      8.66     7.39        17%                      II-C      7.99     7.09        13%                      II-D      8.48     7.46        14%                      II-E      7.91     6.85        15%                      II-F      6.53     5.82        12%                      II-G      6.57     5.84        13%                      II-H      6.67     5.92        13%                                          -71-            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 generally are not  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                   -----------       ---------        ---------                       II-A               9.8             11.9                      II-B               9.3             12.2                      II-C              10.9             11.7                      II-D              12.9              7.9                      II-E              11.9              9.9                      II-F               9.4             13.2                      II-G               9.5             13.1                      II-H               9.5             13.3  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.  Any  increase or decrease in the oil and gas prices at December  31, 2005 may cause an increase or decrease in the estimated  life of said  reserves. As discussed below,  the Partnerships  must terminate no later than December 31, 2011 (six 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  development   activities,   primarily  well   recompletions   and developmental drilling:                                           -72-            Partnership               2005              2004              2003       -----------             --------          --------          --------            II-A                $133,494          $ 93,122          $102,903           II-B                  96,434            53,458            24,971           II-C                  54,420            11,074            24,478           II-D                 151,464            16,239           153,431           II-E                  31,965            30,342            24,348           II-F                  20,736            79,459            41,415           II-G                  43,264           174,306            93,448           II-H                   9,960            43,819            24,574  While these  expenditures  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 2005, 2004, and 2003.  The sales of the  Partnerships'  properties  were 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 distributed to the  Partnerships and 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          -----------          -------           -------           --------              II-A              $  -              $26,393           $  8,732             II-B                 -               32,405              1,968             II-C                 -               13,888                739             II-D               27,451              -                 8,060             II-E                 -                8,569             22,535             II-F                 -               22,941             60,479             II-G                 -               48,031            127,575             II-H                 -               11,149             29,981        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.                                           -73-           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 generally replacing  production through acquisitions of producing properties and extensive drilling.        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.        The Partnerships  would have terminated on December 31, 2001 in accordance with the Partnership  Agreements.  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.  The General  Partner has  extended  the terms of the Partnerships  for  their  third  two-year   extension  thereby  extending  their termination date to December 31, 2007. As of the date of this Annual Report, the General  Partner has not  determined  whether to further  extend the term of any Partnership.         Off-Balance Sheet Arrangements        The Partnerships do not have any off-balance sheet arrangements.         Tabular Disclosure of 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  connection  with the further  development  of oil and gas reserves. Property acquisition costs include costs incurred by the                                          -74-     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 Partners' 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  sales contracts covering the Partnerships' interest in gas reserves. During such times as a Partnership's sales of gas                                          -75-     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 price 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 and drilling 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."
The Partnerships do not hold any market risk sensitive instruments.                                          -76-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A         In our opinion,  the accompanying  combined balance sheets and the related combined  statements of operations,  changes in partners'  capital (deficit) and cash flows present  fairly,  in all material  respects,  the combined  financial position of the Geodyne  Energy  Income  Limited  Partnership  II-A, an Oklahoma limited  partnership,  and  Geodyne  Production  Partnership  II-A,  an Oklahoma general partnership,  at December 31, 2005 and 2004, and the combined results of their  operations and their 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 Partnerships' 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 Combined 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 II-A                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A                             Combined Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                     2005            2004                                                ------------    ------------ CURRENT ASSETS:    Cash and cash equivalents                    $2,121,512      $1,557,473    Accounts receivable:       Oil and gas sales                          1,539,562       1,004,704                                                  ---------       ---------       Total current assets                      $3,661,074      $2,562,177  NET OIL AND GAS PROPERTIES, utilizing    the successful efforts method                 2,469,366       2,226,122  DEFERRED CHARGE                                    601,624         625,308                                                  ---------       ---------                                                 $6,732,064      $5,413,607                                                  =========       =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable                             $  347,424      $  273,971    Accrued liability - other (Note 1)                 -             26,672    Gas imbalance payable                            96,957         108,636    Asset retirement obligation -       current (Note 1)                              41,485          34,994                                                  ---------       ---------       Total current liabilities                 $  485,866      $  444,273  LONG-TERM LIABILITIES:    Accrued liability                            $  155,405      $  179,306    Asset retirement obligation (Note 1)            863,302         358,676                                                  ---------       ---------       Total long-term liabilities               $1,018,707      $  537,982  PARTNERS' CAPITAL (DEFICIT):    General Partner                             ($  132,231)    ($  201,586)    Limited Partners, issued and       outstanding, 484,283 Units                 5,359,722       4,632,938                                                  ---------       ---------       Total Partners' capital                   $5,227,491      $4,431,352                                                  ---------       ---------                                                 $6,732,064      $5,413,607                                                  =========       =========                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-2                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A                        Combined Statements of Operations              For the Years Ended December 31, 2005, 2004, and 2003                                        2005          2004          2003                                    ----------    ----------    ---------- REVENUES:    Oil and gas sales               $7,734,290    $5,941,698    $5,580,423    Interest income                     31,829        10,049         7,152    Gain on sale of oil and       gas properties                     -           27,282         9,595    Other income                          -              328          -                                     ---------     ---------     ---------                                    $7,766,119    $5,979,357    $5,597,170  COSTS AND EXPENSES:    Lease operating                 $1,277,746    $1,213,209    $1,091,063    Production tax                     428,041       326,791       316,696    Depreciation, depletion,       and amortization of oil       and gas properties              401,555       216,390       211,157    General and administrative         561,287       556,269       561,271                                     ---------     ---------     ---------                                    $2,668,629    $2,312,659    $2,180,187                                     ---------     ---------     --------- INCOME BEFORE CUMULATIVE    EFFECT OF ACCOUNTING    CHANGE                          $5,097,490    $3,666,698    $3,416,983     Cumulative effect of       change in accounting       for asset retirement       obligations (Note 1)               -             -            5,849                                     ---------     ---------     --------- NET INCOME                         $5,097,490    $3,666,698    $3,422,832                                     =========     =========     =========  GENERAL PARTNER -    NET INCOME                      $  542,706    $  382,655    $  360,046                                     =========     =========     =========  LIMITED PARTNERS -    NET INCOME                      $4,554,784    $3,284,043    $3,062,786                                     =========     =========     =========  NET INCOME per Unit                $     9.41    $     6.78    $     6.32                                     =========     =========     =========  UNITS OUTSTANDING                     484,283       484,283       484,283                                     =========     =========     =========                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-3                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A                GEODYNE  ENERGY  INCOME  PRODUCTION   PARTNERSHIP  II-A          Combined Statements of Changes in Partners' Capital (Deficit)              For the Years Ended December 31, 2005, 2004, and 2003                                  Limited          General                                Partners          Partner          Total                              ------------      ----------     ------------  Balance, Dec. 31, 2002        $3,811,109       ($241,784)      $3,569,325    Net income                  3,062,786         360,046        3,422,832    Cash distributions        ( 2,437,000)      ( 350,333)     ( 2,787,333)                                ---------         -------        ---------  Balance, Dec. 31, 2003        $4,436,895       ($232,071)      $4,204,824    Net income                  3,284,043         382,655        3,666,698    Cash distributions        ( 3,088,000)      ( 352,170)     ( 3,440,170)                                ---------         -------        ---------  Balance, Dec. 31, 2004        $4,632,938       ($201,586)      $4,431,352    Net income                  4,554,784         542,706        5,097,490    Cash distributions        ( 3,828,000)      ( 473,351)     ( 4,301,351)                                ---------         -------        ---------  Balance, Dec. 31, 2005        $5,359,722       ($132,231)      $5,227,491                                =========         =======        =========                                           The accompanying notes are an integral                   part of these combined financial statements.                                              F-4                            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A                      GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A                              Combined Statements of Cash Flows                    For the Years Ended December 31, 2005, 2004, and 2003                                           2005           2004            2003                                      ------------   ------------    ------------  CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                         $5,097,490     $3,666,698      $3,422,832    Adjustments to reconcile       net income to net       cash provided by       operating activities:       Cumulative effect of change          in accounting for asset          retirement obligations          (Note 1)                           -              -        (     5,849)       Depreciation, depletion,          and amortization of oil          and gas properties              401,555        216,390         211,157       Gain on sale of oil and          gas properties                     -       (    27,282)    (     9,595)       Settlement of asset          retirement obligation       (       188)   (        14)           -       Increase in accounts          receivable - oil and          gas sales                   (   534,858)   (   243,088)    (   103,117)       Decrease in deferred          charge                           23,684         24,792           6,189       Increase in accounts          payable                          48,524         24,563           7,993       Decrease in accrued          liability - other           (    26,672)          -               -       Increase (decrease) in          gas imbalance payable       (    11,679)        17,173     (     3,805)       Decrease in accrued          liability                   (    23,901)   (    28,289)    (     9,727)                                        ---------      ---------       ---------    Net cash provided by       operating activities            $4,973,955     $3,650,943      $3,516,078                                        ---------      ---------       ---------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures              ($  135,847)   ($   81,909)    ($  102,903)    Proceeds from sale of       oil and gas properties              27,282           -              8,732                                        ---------      ---------       ---------    Net cash used by       investing activities           ($  108,565)   ($   81,909)    ($   94,171)                                        ---------      ---------       ---------                                          F-5      CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions                ($4,301,351)   ($3,440,170)    ($2,787,333)                                        ---------      ---------       ---------    Net cash used by financing       activities                     ($4,301,351)   ($3,440,170)    ($2,787,333)                                        ---------      ---------       ---------  NET INCREASE IN CASH    AND CASH EQUIVALENTS               $  564,039     $  128,864      $  634,574  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD              1,557,473      1,428,609         794,035                                        ---------      ---------       ---------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                   $2,121,512     $1,557,473      $1,428,609                                        =========      =========       =========                                                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-6                 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B         In our opinion,  the accompanying  combined balance sheets and the related combined  statements of operations,  changes in partners'  capital (deficit) and cash flows present  fairly,  in all material  respects,  the combined  financial position of the Geodyne  Energy  Income  Limited  Partnership  II-B, an Oklahoma limited  partnership,  and  Geodyne  Production  Partnership  II-B,  an Oklahoma general partnership,  at December 31, 2005 and 2004, and the combined results of their  operations and their 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 Partnerships' 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 Combined 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 II-B                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B                             Combined Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                     2005            2004                                                ------------    ------------ CURRENT ASSETS:    Cash and cash equivalents                    $1,604,547      $1,079,057    Accounts receivable:       Oil and gas sales                          1,127,488         750,466                                                  ---------       ---------       Total current assets                      $2,732,035      $1,829,523  NET OIL AND GAS PROPERTIES, utilizing    the successful efforts method                 1,544,218       1,590,243  DEFERRED CHARGE                                    271,456         252,768                                                  ---------       ---------                                                 $4,547,709      $3,672,534                                                  =========       =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable                             $  229,602      $  202,172    Gas imbalance payable                            35,564          39,527    Asset retirement obligation -       current (Note 1)                              11,476          17,122                                                  ---------       ---------       Total current liabilities                 $  276,642      $  258,821  LONG-TERM LIABILITIES:    Accrued liability                            $   72,442      $   42,599    Asset retirement obligation (Note 1)            372,410         193,076                                                  ---------       ---------       Total long-term liabilities               $  444,852      $  235,675  PARTNERS' CAPITAL (DEFICIT):    General Partner                             ($  178,888)    ($  232,828)    Limited Partners, issued and       outstanding, 361,719 Units                 4,005,103       3,410,866                                                  ---------       ---------       Total Partners' capital                   $3,826,215      $3,178,038                                                  ---------       ---------                                                 $4,547,709      $3,672,534                                                  =========       =========                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-8                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B                        Combined Statements of Operations              For the Years Ended December 31, 2005, 2004, and 2003                                        2005           2004          2003                                    ----------     ----------    ---------- REVENUES:    Oil and gas sales               $5,726,829    $4,385,735     $3,857,240    Interest income                     21,723         6,980          4,467    Gain on sale of oil       and gas properties                 -           32,405          2,469    Other income                          -            1,353           -                                     ---------     ---------      ---------                                    $5,748,552    $4,426,473     $3,864,176  COSTS AND EXPENSES:    Lease operating                 $  959,524    $  886,104     $  760,713    Production tax                     331,903       254,136        237,599    Depreciation, depletion,       and amortization of oil       and gas properties              316,205       154,459        154,363    General and administrative         427,005       421,360        424,644                                     ---------     ---------      ---------                                    $2,034,637    $1,716,059     $1,577,319                                     ---------     ---------      --------- INCOME BEFORE CUMULATIVE    EFFECT OF ACCOUNTING    CHANGE                          $3,713,915    $2,710,414     $2,286,857     Cumulative effect of       change in accounting       for asset retirement       obligations (Note 1)               -             -             4,347                                     ---------     ---------      ---------  NET INCOME                         $3,713,915    $2,710,414     $2,291,204                                     =========     =========      ========= GENERAL PARTNER -    NET INCOME                      $  397,678    $  281,206     $  242,175                                     =========     =========      ========= LIMITED PARTNERS -    NET INCOME                      $3,316,237    $2,429,208     $2,049,029                                     =========     =========      ========= NET INCOME per Unit                $     9.17    $     6.72     $     5.66                                     =========     =========      ========= UNITS OUTSTANDING                     361,719       361,719        361,719                                     =========     =========      =========                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-9                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B                 GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B          Combined Statements of Changes in Partners' Capital (Deficit)              For the Years Ended December 31, 2005, 2004, and 2003                                    Limited          General                                  Partners         Partner         Total                                ------------     ----------    ------------  Balance, Dec. 31, 2002          $2,826,629      ($264,786)     $2,561,843    Net income                    2,049,029        242,175       2,291,204    Cash distributions          ( 1,672,000)     ( 232,196)    ( 1,904,196)                                  ---------        -------       ---------  Balance, Dec. 31, 2003          $3,203,658      ($254,807)     $2,948,851    Net income                    2,429,208        281,206       2,710,414    Cash distributions          ( 2,222,000)     ( 259,227)    ( 2,481,227)                                  ---------        -------       ---------  Balance, Dec. 31, 2004          $3,410,866      ($232,828)     $3,178,038    Net income                    3,316,237        397,678       3,713,915    Cash distributions          ( 2,722,000)     ( 343,738)    ( 3,065,738)                                  ---------        -------       ---------  Balance, Dec. 31, 2005          $4,005,103      ($178,888)     $3,826,215                                  =========        =======       =========                                           The accompanying notes are an integral part                     of these combined financial statements.                                           F-10                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B                 GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B                         Combined Statements of Cash Flows               For the Years Ended December 31, 2005, 2004, and 2003                                          2005            2004            2003                                     ------------    ------------    ------------  CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                        $3,713,915      $2,710,414      $2,291,204    Adjustments to reconcile       net income to net       cash provided by       operating activities:       Cumulative effect of          change in accounting          for asset retirement          obligations (Note 1)                              -        (     4,347)       Depreciation, depletion,          and amortization of oil          and gas properties             316,205         154,459         154,363       Gain on sale of          oil and gas properties            -        (    32,405)    (     2,469)       Settlement of asset          retirement obligation      (        58)    (         3)           -       Increase in accounts          receivable                 (   377,022)    (   203,829)    (    65,635)       (Increase) decrease in          deferred charge            (    18,688)    (    14,633)          7,376       Increase in accounts          payable                          2,816          68,305           6,715       Decrease in gas          imbalance payable          (     3,963)    (     7,749)    (       376)       Increase (decrease) in          accrued liability               29,843     (     6,174)    (     3,909)                                       ---------       ---------       ---------    Net cash provided by       operating activities           $3,663,048      $2,668,385      $2,382,922                                       ---------       ---------       ---------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures             ($  104,225)    ($   41,891)    ($   24,971)    Proceeds from sale of       oil and gas properties             32,405            -              1,968                                       ---------       ---------       ---------    Net cash used by       investing activities          ($   71,820)    ($   41,891)    ($   23,003)                                       ---------       ---------       ---------                                          F-11       CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions               ($3,065,738)    ($2,481,227)    ($1,904,196)                                       ---------       ---------       ---------     Net cash used by financing       activities                    ($3,065,738)    ($2,481,227)    ($1,904,196)                                       ---------       ---------       ---------  NET INCREASE IN CASH    AND CASH EQUIVALENTS              $  525,490      $  145,267      $  455,723  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD             1,079,057         933,790         478,067                                       ---------       ---------       ---------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                  $1,604,547      $1,079,057      $  933,790                                       =========       =========       =========                                                     The accompanying notes are an integral                   part of these combined financial statements.                                          F-12                 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C        In our opinion,  the accompanying  combined balance sheets and the related combined  statements of operations,  changes in partners'  capital (deficit) and cash flows present  fairly,  in all material  respects,  the combined  financial position of the Geodyne  Energy  Income  Limited  Partnership  II-C, an Oklahoma limited  partnership,  and  Geodyne  Production  Partnership  II-C,  an Oklahoma general partnership,  at December 31, 2005 and 2004, and the combined results of their  operations and their 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 Partnerships' 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 Combined 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 II-C                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C                             Combined Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                    2005            2004                                                ------------    ------------ CURRENT ASSETS:    Cash and cash equivalents                    $  812,768      $  506,061    Accounts receivable:       Oil and gas sales                            643,141         365,499                                                  ---------       ---------       Total current assets                      $1,455,909      $  871,560  NET OIL AND GAS PROPERTIES,    utilizing the successful efforts    method                                          728,242         729,670  DEFERRED CHARGE                                    155,926         121,531                                                  ---------       ---------                                                 $2,340,077      $1,722,761                                                  =========       =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable                             $  127,265      $   77,395    Gas imbalance payable                            13,454          22,040    Asset retirement obligation -       current (Note 1)                               9,569          10,892                                                  ---------       ---------       Total current liabilities                 $  150,288      $  110,327  LONG-TERM LIABILITIES:    Accrued liability                            $   44,603      $   34,323    Asset retirement obligation (Note 1)            131,222          62,682                                                  ---------       ---------       Total long-term liabilities               $  175,825      $   97,005  PARTNERS' CAPITAL (DEFICIT):    General Partner                             ($   57,416)    ($   96,672)    Limited Partners, issued and       outstanding, 154,621 Units                 2,071,380       1,612,101                                                  ---------       ---------       Total Partners' capital                   $2,013,964      $1,515,429                                                  ---------       ---------                                                 $2,340,077      $1,722,761                                                  =========       =========                       The accompanying notes are an integral                   part of these combined financial statements.                                           F-14                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C                 GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C                         Combined Statements of Operations               For the Years Ended December 31, 2005, 2004, and 2003                                         2005            2004             2003                                     ----------      ----------       ---------- REVENUES:    Oil and gas sales                $3,030,291      $2,119,207       $1,898,285    Interest income                      10,553           3,246            2,153    Gain on sale of oil       and gas properties                  -             13,888              768    Other income                           -                201             -                                      ---------       ---------        ---------                                     $3,040,844      $2,136,542       $1,901,206  COSTS AND EXPENSES:    Lease operating                  $  406,720      $  386,170       $  356,027    Production tax                      202,774         137,840          128,606    Depreciation, depletion,       and amortization of oil       and gas properties               123,106          70,771           83,672    General and administrative          200,129         193,431          193,823                                      ---------       ---------        ---------                                     $  932,729      $  788,212       $  762,128                                      ---------       ---------        --------- INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE             $2,108,115      $1,348,330       $1,139,078     Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                            -               -                  74                                      ---------       ---------        ---------  NET INCOME                          $2,108,115      $1,348,330       $1,139,152                                      =========       =========        =========  GENERAL PARTNER -    NET INCOME                       $  220,836      $  139,610       $  121,224                                      =========       =========        =========  LIMITED PARTNERS -    NET INCOME                       $1,887,279      $1,208,720       $1,017,928                                      =========       =========        =========  NET INCOME per Unit                 $    12.21      $     7.82       $     6.58                                      =========       =========        =========  UNITS OUTSTANDING                      154,621         154,621          154,621                                      =========       =========        =========                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-15                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C          Combined Statements of Changes in Partners' Capital (Deficit)              For the Years Ended December 31, 2005, 2004, and 2003                                    Limited        General                                   Partners       Partner           Total                                 ------------    ----------     ------------  Balance, Dec. 31, 2002           $1,370,453     ($ 98,831)      $1,271,622    Net income                     1,017,928       121,224        1,139,152    Cash distributions           (   839,000)    ( 128,811)     (   967,811)                                   ---------       -------        ---------  Balance, Dec. 31, 2003           $1,549,381     ($106,418)      $1,442,963    Net income                     1,208,720       139,610        1,348,330    Cash distributions           ( 1,146,000)    ( 129,864)     ( 1,275,864)                                   ---------       -------        ---------  Balance, Dec. 31, 2004           $1,612,101     ($ 96,672)      $1,515,429    Net income                     1,887,279       220,836        2,108,115    Cash distributions           ( 1,428,000)    ( 181,580)     ( 1,609,580)                                   ---------       -------        ---------  Balance, Dec. 31, 2005           $2,071,380     ($ 57,416)      $2,013,964                                   =========       =======        =========                                               The accompanying notes are an integral                   part of these combined financial statements.                                           F-16                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C                 GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C                         Combined Statements of Cash Flows               For the Years Ended December 31, 2005, 2004, and 2003                                         2005             2004            2003                                    ------------     ------------    ------------  CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                       $2,108,115       $1,348,330      $1,139,152    Adjustments to reconcile       net income to       net cash provided by       operating activities:       Cumulative effect of change          in accounting for asset          retirement obligations          (Note 1)                         -                -        (        74)       Depreciation, depletion,          and amortization of oil          and gas properties            123,106           70,771          83,672       Gain on sale of oil          and gas properties               -         (    13,888)    (       768)       Settlement of asset          retirement obligation     (        40)     (       145)    (        91)       Increase in accounts          receivable - oil          and gas sales             (   277,642)     (    97,713)    (    31,445)       (Increase) decrease in          deferred charge           (    34,395)           1,713           6,833       Increase in          accounts payable               38,365           17,570           6,177       Decrease in gas          imbalance payable         (     8,586)     (     3,912)    (       732)       Increase (decrease) in          accrued liability              10,280      (     1,111)          5,619                                      ---------        ---------       ---------    Net cash provided by       operating activities          $1,959,203       $1,321,615      $1,208,343                                      ---------        ---------       ---------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures            ($   56,804)     ($    7,250)    ($   24,478)    Proceeds from sale of       oil and gas properties            13,888             -                739                                      ---------        ---------       ---------    Net cash used by       investing activities         ($   42,916)     ($    7,250)    ($   23,739)                                      ---------        ---------       ---------                                          F-17     CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions              ($1,609,580)     ($1,275,864)    ($  967,811)                                      ---------        ---------       ---------    Net cash used by financing       activities                   ($1,609,580)     ($1,275,864)    ($  967,811)                                      ---------        ---------       ---------  NET INCREASE IN CASH    AND CASH EQUIVALENTS             $  306,707       $   38,501      $  216,793  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD              506,061          467,560         250,767                                      ---------        ---------       ---------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                 $  812,768       $  506,061      $  467,560                                      =========        =========       =========                                                        The accompanying notes are an integral                   part of these combined financial statements.                                          F-18                 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D         In our opinion,  the accompanying  combined balance sheets and the related combined  statements of operations,  changes in partners'  capital (deficit) and cash flows present  fairly,  in all material  respects,  the combined  financial position of the Geodyne  Energy  Income  Limited  Partnership  II-D, an Oklahoma limited  partnership,  and  Geodyne  Production  Partnership  II-D,  an Oklahoma general partnership,  at December 31, 2005 and 2004, and the combined results of their  operations and their 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 Partnerships' 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 Combined 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 II-D                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D                             Combined Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                    2005            2004                                                ------------    ------------ CURRENT ASSETS:    Cash and cash equivalents                    $1,661,561      $  967,251    Accounts receivable:       Oil and gas sales                          1,544,131         754,092                                                  ---------       ---------       Total current assets                      $3,205,692      $1,721,343  NET OIL AND GAS PROPERTIES, utilizing    the successful efforts method                 1,559,585       1,385,376  DEFERRED CHARGE                                    371,875         345,329                                                  ---------       ---------                                                 $5,137,152      $3,452,048                                                  =========       =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable                             $  181,287      $  157,313    Gas imbalance payable                            17,598          22,596    Asset retirement obligation -       current (Note 1)                              45,216          25,732                                                  ---------       ---------       Total current liabilities                 $  244,101      $  205,641  LONG-TERM LIABILITIES:    Accrued liability                            $  102,928      $  109,349    Asset retirement obligation (Note 1)            403,397         161,328                                                  ---------       ---------       Total long-term liabilities               $  506,325      $  270,677  PARTNERS' CAPITAL (DEFICIT):    General Partner                             ($   65,352)    ($  174,338)    Limited Partners, issued and       outstanding, 314,878 Units                 4,452,078       3,150,068                                                  ---------       ---------       Total Partners' capital                   $4,386,726      $2,975,730                                                  ---------       ---------                                                 $5,137,152      $3,452,048                                                  =========       =========                       The accompanying notes are an integral                   part of these combined financial statements.                                           F-20                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D                 GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D                         Combined Statements of Operations               For the Years Ended December 31, 2005, 2004, and 2003                                            2005          2004            2003                                        ----------    ----------     ------------ REVENUES:    Oil and gas sales                   $6,460,428    $4,396,651      $3,898,950    Interest income                         20,757         6,614           4,000    Gain on sale of oil       and gas properties                     -             -              8,060    Other income                             8,411          -               -                                         ---------     ---------       ---------                                        $6,489,596    $4,403,265      $3,911,010  COSTS AND EXPENSES:    Lease operating                     $  812,104    $  883,402      $  822,321    Production tax                         458,087       283,524         253,430    Depreciation, depletion,       and amortization of oil       and gas properties                  238,808       173,296         281,034    General and administrative             375,678       369,797         372,496                                         ---------     ---------       ---------                                        $1,884,677    $1,710,019      $1,729,281                                         ---------     ---------       --------- INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE                $4,604,919    $2,693,246      $2,181,729     Cumulative effect of change in       accounting for asset       retirement obligations       (Note 1)                               -             -        (     2,344)                                         ---------     ---------       ---------  NET INCOME                             $4,604,919    $2,693,246      $2,179,385                                         =========     =========       =========  GENERAL PARTNER -    NET INCOME                          $  479,909    $  284,260      $  243,043                                         =========     =========       =========  LIMITED PARTNERS -    NET INCOME                          $4,125,010    $2,408,986      $1,936,342                                         =========     =========       =========  NET INCOME per Unit                    $    13.10    $     7.65      $     6.15                                         =========     =========       =========  UNITS OUTSTANDING                         314,878       314,878         314,878                                         =========     =========       =========                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-21                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D          Combined Statements of Changes in Partners' Capital (Deficit)              For the Years Ended December 31, 2005, 2004, and 2003                                  Limited           General                                 Partners          Partner         Total                               ------------      ----------     ------------  Balance, Dec. 31, 2002         $2,695,740       ($ 76,044)      $2,619,696    Net income                   1,936,342         243,043        2,179,385    Cash distributions         ( 1,577,000)      ( 357,286)     ( 1,934,286)                                 ---------         -------        ---------  Balance, Dec. 31, 2003         $3,055,082       ($190,287)      $2,864,795    Net income                   2,408,986         284,260        2,693,246    Cash distributions          (2,314,000)      ( 268,311)     ( 2,582,311)                                 ---------         -------        ---------  Balance, Dec. 31, 2004         $3,150,068       ($174,338)      $2,975,730    Net income                   4,125,010         479,909        4,604,919    Cash distributions         ( 2,823,000)      ( 370,923)     ( 3,193,923)                                 ---------         -------        ---------  Balance, Dec. 31, 2005         $4,452,078       ($ 65,352)      $4,386,726                                 =========         =======        =========                                              The accompanying notes are an integral                   part of these combined financial statements.                                           F-22                           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D                      GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D                              Combined Statements of Cash Flows                    For the Years Ended December 31, 2005, 2004, and 2003                                          2005            2004            2003                                     ------------    ------------    ------------  CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                        $4,604,919      $2,693,246      $2,179,385    Adjustments to reconcile       net income to net       cash provided by operating       activities:       Cumulative effect of change          in accounting for asset          retirement obligations          (Note 1)                          -               -              2,344       Depreciation, depletion,          and amortization of oil          and gas properties             238,808         173,296         281,034       Gain on sale of oil          and gas properties                -               -        (     8,060)       Settlement of asset          retirement obligation             -        (     1,448)    (     1,044)       Increase in accounts          receivable - oil          and gas sales              (   790,039)    (   194,913)    (    46,600)       (Increase) decrease in          deferred charge            (    26,546)          7,063           6,307       Increase (decrease) in          accounts payable                25,071     (    10,632)         10,303       Increase (decrease) in          gas imbalance payable      (     4,998)    (    21,102)          1,330       Increase (decrease) in          accrued liability          (     6,421)         10,719           2,136                                       ---------       ---------       ---------    Net cash provided by      operating activities            $4,040,794      $2,656,229      $2,427,135                                       ---------       ---------       ---------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures             ($  180,012)    ($   15,322)    ($  153,431)    Proceeds from sale of       oil and gas properties             27,451            -              8,060                                       ---------       ---------       ---------    Net cash used by       investing activities          ($  152,561)    ($   15,322)    ($  145,371)                                       ---------       ---------       ---------                                          F-23      CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions               ($3,193,923)    ($2,582,311)    ($1,934,286)                                       ---------       ---------       ---------    Net cash used by financing       activities                    ($3,193,923)    ($2,582,311)    ($1,934,286)                                       ---------       ---------       ---------  NET INCREASE IN CASH    AND CASH EQUIVALENTS              $  694,310      $   58,596      $  347,478  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD               967,251         908,655         561,177                                       ---------       ---------       ---------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                  $1,661,561      $  967,251      $  908,655                                       =========       =========       =========                                                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-24                 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E         In our opinion,  the accompanying  combined balance sheets and the related combined  statements of operations,  changes in partners'  capital (deficit) and cash flows present  fairly,  in all material  respects,  the combined  financial position of the Geodyne  Energy  Income  Limited  Partnership  II-E, an Oklahoma limited  partnership,  and  Geodyne  Production  Partnership  II-E,  an Oklahoma general partnership,  at December 31, 2005 and 2004, and the combined results of their  operations and their 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 Partnerships' 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 Combined 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-25                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E                             Combined Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                    2005            2004                                                ------------    ------------  CURRENT ASSETS:    Cash and cash equivalents                    $1,290,961      $  680,844    Accounts receivable:       Oil and gas sales                            822,197         453,868                                                  ---------       ---------       Total current assets                      $2,113,158      $1,134,712  NET OIL AND GAS PROPERTIES, utilizing    the successful efforts method                 1,209,059       1,246,328  DEFERRED CHARGE                                    209,941         208,295                                                  ---------       ---------                                                 $3,532,158      $2,589,335                                                  =========       =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable                             $  128,602      $  180,564    Gas imbalance payable                            43,424          43,424    Asset retirement obligation -       current (Note 1)                               6,501          24,458                                                  ---------       ---------       Total current liabilities                 $  178,527      $  248,446  LONG-TERM LIABILITIES:    Accrued liability                            $   25,448      $   10,668    Asset retirement obligation(Note 1)             230,556          77,986                                                  ---------       ---------       Total long-term liabilities               $  256,004      $   88,654  PARTNERS' CAPITAL (DEFICIT):    General Partner                             ($   67,016)    ($  132,096)    Limited Partners, issued and       outstanding, 228,821 Units                 3,164,643       2,384,331                                                  ---------       ---------       Total Partners' capital                   $3,097,627      $2,252,235                                                  ---------       ---------                                                 $3,532,158      $2,589,335                                                  =========       =========                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-26                           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E                      GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E                              Combined Statements of Operations                    For the Years Ended December 31, 2005, 2004, and 2003                                         2005             2004            2003                                     ----------       ----------      ----------  REVENUES:    Oil and gas sales                $3,949,949       $2,788,915      $2,747,176    Interest income                      13,967            4,783           3,318    Gain on sale of oil       and gas properties                   193            9,419          21,407    Other income                          5,177            1,920            -                                      ---------        ---------       ---------                                     $3,969,286       $2,805,037      $2,771,901  COSTS AND EXPENSES:    Lease operating                  $  503,196       $  494,357      $  470,669    Production tax                      281,131          189,382         194,259    Depreciation, depletion,       and amortization of oil       and gas properties               204,315          201,433         137,213    General and administrative          281,418          276,031         278,935                                      ---------        ---------       ---------                                     $1,270,060       $1,161,203      $1,081,076                                      ---------        ---------       --------- INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE             $2,699,226       $1,643,834      $1,690,825     Cumulative effect of change in       accounting for asset       retirement obligations       (Note 1)                            -                -              3,090                                      ---------        ---------       ---------  NET INCOME                          $2,699,226       $1,643,834      $1,693,915                                      =========        =========       =========  GENERAL PARTNER -    NET INCOME                       $  286,914       $  181,054      $  181,131                                      =========        =========       =========  LIMITED PARTNERS -    NET INCOME                       $2,412,312       $1,462,780      $1,512,784                                      =========        =========       =========  NET INCOME per Unit                 $    10.54       $     6.39      $     6.61                                      =========        =========       =========  UNITS OUTSTANDING                      228,821          228,821         228,821                                      =========        =========       =========                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-27                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E          Combined Statements of Changes in Partners' Capital (Deficit)              For the Years Ended December 31, 2005, 2004, and 2003                                  Limited           General                                 Partners          Partner        Total                               ------------      ----------    ------------  Balance, Dec. 31, 2002         $2,380,767       ($131,864)     $2,248,903    Net income                   1,512,784         181,131       1,693,915    Cash distributions         ( 1,374,000)      ( 178,440)    ( 1,552,440)                                 ---------         -------       ---------  Balance, Dec. 31, 2003         $2,519,551       ($129,173)     $2,390,378    Net income                   1,462,780         181,054       1,643,834    Cash distributions         ( 1,598,000)      ( 183,977)    ( 1,781,977)                                 ---------         -------       ---------  Balance, Dec. 31, 2004         $2,384,331       ($132,096)     $2,252,235    Net income                   2,412,312         286,914       2,699,226    Cash distributions         ( 1,632,000)      ( 221,834)    ( 1,853,834)                                 ---------         -------       ---------  Balance, Dec. 31, 2005         $3,164,643       ($ 67,016)     $3,097,627                                 =========         =======       =========                                              The accompanying notes are an integral                   part of these combined financial statements.                                           F-28                           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E                      GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E                              Combined Statements of Cash Flows                    For the Years Ended December 31, 2005, 2004, and 2003                                          2005            2004            2003                                     ------------    ------------    ------------  CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                        $2,699,226      $1,643,834      $1,693,915    Adjustments to reconcile       net income to net       cash provided by operating       activities:       Cumulative effect of change          in accounting for asset          retirement obligations          (Note 1)                          -               -        (     3,090)       Depreciation, depletion,          and amortization of oil          and gas properties             204,315         201,433         137,213       Gain on sale of oil          and gas properties         (       193)    (     9,419)    (    21,407)       Settlement of asset          retirement obligation      (       275)           -               -       Increase in accounts          receivable - oil          and gas sales              (   368,329)    (    90,442)    (       439)       (Increase) decrease in          deferred charge            (     1,646)    (       405)          1,407       Increase (decrease) in          accounts payable           (    48,829)         93,274     (     3,590)       Decrease in gas imbalance          payable                           -               -        (        19)       Increase in accrued          liability                       14,780           2,515             889                                       ---------       ---------       ---------    Net cash provided by       operating activities           $2,499,049      $1,840,790      $1,804,879                                       ---------       ---------       ---------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures             ($   35,098)    ($   25,206)    ($   24,348)    Proceeds from sale of       oil and gas properties               -              8,569          22,535                                       ---------       ---------       ---------   Net cash used by      investing activities           ($   35,098)    ($   16,637)    ($    1,813)                                       ---------       ---------       ---------                                          F-29     CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions               ($1,853,834)    ($1,781,977)    ($1,552,440)                                       ---------       ---------       ---------    Net cash used by financing       activities                    ($1,853,834)    ($1,781,977)    ($1,552,440)                                       ---------       ---------       ---------  NET INCREASE IN CASH    AND CASH EQUIVALENTS              $  610,117      $   42,176      $  250,626  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD               680,844         638,668         388,042                                       ---------       ---------       ---------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                  $1,290,961      $  680,844      $  638,668                                       =========       =========       =========                                                        The accompanying notes are an integral                   part of these combined financial statements.                                          F-30                 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F         In our opinion,  the accompanying  combined balance sheets and the related combined  statements of operations,  changes in partners'  capital (deficit) and cash flows present  fairly,  in all material  respects,  the combined  financial position of the Geodyne  Energy  Income  Limited  Partnership  II-F, an Oklahoma limited  partnership,  and  Geodyne  Production  Partnership  II-F,  an Oklahoma general partnership,  at December 31, 2005 and 2004, and the combined results of their  operations and their 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 Partnerships' 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 Combined 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-31                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F                             Combined Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                     2005            2004                                                ------------    ------------ CURRENT ASSETS:    Cash and cash equivalents                    $  921,812      $  657,406    Accounts receivable:       Oil and gas sales                            819,472         457,333                                                  ---------       ---------       Total current assets                      $1,741,284      $1,114,739  NET OIL AND GAS PROPERTIES, utilizing    the successful efforts method                 1,169,138       1,187,019  DEFERRED CHARGE                                     30,727          35,102                                                  ---------       ---------                                                 $2,941,149      $2,336,860                                                  =========       =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable                             $  148,786      $  235,395    Gas imbalance payable                             2,312           3,392    Asset retirement obligation -       current (Note 1)                               1,909           6,987                                                  ---------       ---------       Total current liabilities                 $  153,007      $  245,774  LONG-TERM LIABILITIES:    Accrued liability                            $   26,676      $   20,227    Asset retirement obligation (Note 1)            195,940          95,331                                                  ---------       ---------       Total long-term liabilities               $  222,616      $  115,558  PARTNERS' CAPITAL (DEFICIT):    General Partner                             ($   46,261)    ($   98,202)    Limited Partners, issued and       outstanding, 171,400 Units                 2,611,787       2,073,730                                                  ---------       ---------       Total Partners' capital                   $2,565,526      $1,975,528                                                  ---------       ---------                                                 $2,941,149      $2,336,860                                                  =========       =========                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-32                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F                 GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F                         Combined Statements of Operations               For the Years Ended December 31, 2005, 2004, and 2003                                          2005             2004            2003                                      ----------       ----------      ---------- REVENUES:    Oil and gas sales                 $3,860,385       $2,876,134      $2,639,281    Interest income                       14,042            4,458           3,228    Gain on sale of oil       and gas properties                    471           24,162          58,644    Other income                            -               4,694            -                                       ---------        ---------       ---------                                      $3,874,898       $2,909,448      $2,701,153  COSTS AND EXPENSES:    Lease operating                   $  420,455       $  425,498      $  407,571    Production tax                       239,774          183,457         165,636    Depreciation, depletion,       and amortization of oil       and gas properties                135,289          216,694         135,340    General and administrative           217,348          211,681         213,797                                       ---------        ---------       ---------                                      $1,012,866       $1,037,330      $  922,344                                       ---------        ---------       --------- INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE              $2,862,032       $1,872,118      $1,778,809     Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                             -                -              4,938                                       ---------        ---------       ---------  NET INCOME                           $2,862,032       $1,872,118      $1,783,747                                       =========        =========       =========  GENERAL PARTNER -    NET INCOME                        $  296,975       $  203,874      $  189,788                                       =========        =========       =========  LIMITED PARTNERS -    NET INCOME                        $2,565,057       $1,668,244      $1,593,959                                       =========        =========       =========  NET INCOME per Unit                  $    14.97       $     9.73      $     9.30                                       =========        =========       =========  UNITS OUTSTANDING                       171,400          171,400         171,400                                       =========        =========       =========                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-33                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F          Combined Statements of Changes in Partners' Capital (Deficit)              For the Years Ended December 31, 2005, 2004, and 2003                                      Limited          General                                    Partners         Partner        Total                                  ------------     ----------   ------------  Balance, Dec. 31, 2002            $2,155,527      ($ 95,526)    $2,060,001    Net income                      1,593,959        189,788      1,783,747    Cash distributions            ( 1,532,000)     ( 185,679)   ( 1,717,679)                                    ---------        -------      ---------  Balance, Dec. 31, 2003            $2,217,486      ($ 91,417)    $2,126,069    Net income                      1,668,244        203,874      1,872,118    Cash distributions            ( 1,812,000)     ( 210,659)   ( 2,022,659)                                    ---------        -------      ---------  Balance, Dec. 31, 2004            $2,073,730      ($ 98,202)    $1,975,528    Net income                      2,565,057        296,975      2,862,032    Cash distributions            ( 2,027,000)     ( 245,034)   ( 2,272,034)                                    ---------        -------      ---------  Balance, Dec. 31, 2005            $2,611,787      ($ 46,261)    $2,565,526                                    =========        =======      =========                                       The accompanying notes are an integral                   part of these combined financial statements.                                           F-34                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F                 GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F                         Combined Statements of Cash Flows               For the Years Ended December 31, 2005, 2004, and 2003                                           2005           2004            2003                                      ------------   ------------    ------------  CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                         $2,862,032     $1,872,118      $1,783,747    Adjustments to reconcile       net income to       net cash provided by       operating activities:       Cumulative effect of change          in accounting for asset          retirement obligations          (Note 1)                           -              -        (     4,938)       Depreciation, depletion,          and amortization of oil          and gas properties              135,289        216,694         135,340       Gain on sale of oil          and gas properties          (       471)   (    24,162)    (    58,644)       Settlement of asset          retirement obligation       (       670)          -               -       Increase in accounts          receivable - oil          and gas sales               (   362,139)   (   102,614)    (     2,378)       (Increase) decrease in          deferred charge                   4,375    (     2,203)          3,875       Increase (decrease) in          accounts payable            (    78,813)       157,363     (     5,607)       Decrease in gas          imbalance payable           (     1,080)   (       163)    (     3,146)       Increase in accrued          liability                         6,449          3,282           1,502                                        ---------      ---------       ---------    Net cash provided by       operating activities            $2,564,972     $2,120,315      $1,849,751                                        ---------      ---------       --------- CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures              ($   28,532)   ($   67,560)    ($   41,415)    Proceeds from sale of       oil and gas properties                -            22,941          60,479                                        ---------      ---------       ---------    Net cash provided (used) by       investing activities           ($   28,532)   ($   44,619)     $   19,064                                        ---------      ---------       ---------                                          F-35      CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions                ($2,272,034)   ($2,022,659)    ($1,717,679)                                        ---------      ---------       ---------    Net cash used by financing       activities                     ($2,272,034)   ($2,022,659)    ($1,717,679)                                        ---------      ---------       ---------  NET INCREASE IN CASH    AND CASH EQUIVALENTS               $  264,406     $   53,037      $  151,136  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD                657,406        604,369         453,233                                        ---------      ---------       ---------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                   $  921,812     $  657,406      $  604,369                                        =========      =========       =========                                                        The accompanying notes are an integral                   part of these combined financial statements.                                          F-36                 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G         In our opinion,  the accompanying  combined balance sheets and the related combined  statements of operations,  changes in partners'  capital (deficit) and cash flows present  fairly,  in all material  respects,  the combined  financial position of the Geodyne  Energy  Income  Limited  Partnership  II-G, an Oklahoma limited  partnership,  and  Geodyne  Production  Partnership  II-G,  an Oklahoma general partnership,  at December 31, 2005 and 2004, and the combined results of their  operations and their 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 Partnerships' 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 Combined 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-37                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G                             Combined Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                   2005             2004                                              ------------     ------------ CURRENT ASSETS:    Cash and cash equivalents                  $1,970,349       $1,401,928    Accounts receivable:       Oil and gas sales                        1,749,695          972,620                                                ---------        ---------       Total current assets                    $3,720,044       $2,374,548  NET OIL AND GAS PROPERTIES, utilizing    the successful efforts method               2,514,404        2,554,683  DEFERRED CHARGE                                   65,542           75,307                                                ---------        ---------                                               $6,299,990       $5,004,538                                                =========        =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable                           $  314,015       $  498,893    Gas imbalance payable                          15,317           11,846    Asset retirement obligation -       current (Note 1)                             3,988           15,421                                                ---------        ---------       Total current liabilities               $  333,320       $  526,160  LONG-TERM LIABILITIES:    Accrued liability                          $   45,118       $   35,560    Asset retirement obligation       (Note 1)                                   420,055          203,216                                                ---------        ---------       Total long-term liabilities             $  465,173       $  238,776  PARTNERS' CAPITAL (DEFICIT):    General Partner                            $    9,830      ($  101,669)    Limited Partners, issued and       outstanding, 372,189 Units               5,491,667        4,341,271                                                ---------        ---------       Total Partners' capital                 $5,501,497       $4,239,602                                                ---------        ---------                                               $6,299,990       $5,004,538                                                =========        =========                       The accompanying notes are an integral                   part of these combined financial statements.                                           F-38                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G                 GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G                         Combined Statements of Operations               For the Years Ended December 31, 2005, 2004, and 2003                                           2005           2004           2003                                       ----------     ----------     ---------- REVENUES:    Oil and gas sales                  $8,215,826     $6,116,875     $5,605,691    Interest income                        30,374          9,689          6,983    Gain on sale of oil       and gas properties                     986         50,598        123,707    Other income                             -             9,816           -                                        ---------      ---------      ---------                                       $8,247,186     $6,186,978     $5,736,381  COSTS AND EXPENSES:    Lease operating                    $  903,789     $  908,097     $  867,617    Production tax                        511,883        392,707        353,554    Depreciation, depletion,       and amortization of oil       and gas properties                 291,333        472,405        290,209    General and administrative            437,316        432,673        437,597                                        ---------      ---------      ---------                                       $2,144,321     $2,205,882     $1,948,977                                        ---------      ---------      --------- INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE               $6,102,865     $3,981,096     $3,787,404     Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                              -              -            10,247                                        ---------      ---------      ---------  NET INCOME                            $6,102,865     $3,981,096     $3,797,651                                        =========      =========      =========  GENERAL PARTNER -    NET INCOME                         $  633,469     $  434,649     $  404,263                                        =========      =========      =========  LIMITED PARTNERS -    NET INCOME                         $5,469,396     $3,546,447     $3,393,388                                        =========      =========      =========  NET INCOME per Unit                   $    14.70     $     9.53     $     9.12                                        =========      =========      =========  UNITS OUTSTANDING                        372,189        372,189        372,189                                        =========      =========      =========                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-39                     GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G          Combined Statements of Changes in Partners' Capital (Deficit)              For the Years Ended December 31, 2005, 2004, and 2003                                    Limited         General                                  Partners        Partner         Total                                ------------     ----------    ------------  Balance, Dec. 31, 2002          $4,501,436      ($ 97,205)     $4,404,231    Net income                    3,393,388        404,263       3,797,651    Cash distributions          ( 3,248,000)     ( 394,567)    ( 3,642,567)                                  ---------        -------       ---------  Balance, Dec. 31, 2003          $4,646,824      ($ 87,509)     $4,559,315    Net income                    3,546,447        434,649       3,981,096    Cash distributions          ( 3,852,000)     ( 448,809)    ( 4,300,809)                                  ---------        -------       ---------  Balance, Dec. 31, 2004          $4,341,271      ($101,669)     $4,239,602    Net income                    5,469,396        633,469       6,102,865    Cash distributions          ( 4,319,000)     ( 521,970)    ( 4,840,970)                                  ---------        -------       ---------  Balance, Dec. 31, 2005          $5,491,667       $  9,830      $5,501,497                                  =========        =======       =========                                            The accompanying notes are an integral                   part of these combined financial statements.                                           F-40                           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G                      GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G                              Combined Statements of Cash Flows                    For the Years Ended December 31, 2005, 2004, and 2003                                          2005           2004             2003                                     ------------   ------------     ------------  CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                        $6,102,865     $3,981,096       $3,797,651    Adjustments to reconcile       net income to       net cash provided by       operating activities:       Cumulative effect of change          in accounting for asset          retirement obligations          (Note 1)                          -              -         (    10,247)       Depreciation, depletion,          and amortization of oil          and gas properties             291,333        472,405          290,209       Gain on sale of oil          and gas properties         (       986)   (    50,598)     (   123,707)       Settlement of asset          retirement obligation      (     1,398)          -             -       Increase in accounts          receivable - oil          and gas sales              (   777,075)   (   219,641)     (     7,450)       (Increase) decrease in          deferred charge                  9,765    (     4,069)           7,898       Increase (decrease) in          accounts payable           (   167,501)       333,390      (    14,303)       Increase (decrease) in gas          imbalance payable                3,471          1,755      (     6,816)       Increase in accrued          liability                        9,558          3,892              593                                       ---------      ---------        ---------    Net cash provided by       operating activities           $5,470,032     $4,518,230       $3,933,828                                       ---------      ---------        --------- CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures             ($   60,641)   ($  148,393)     ($   93,448)    Proceeds from sale of       oil and gas properties               -            48,031          127,575                                       ---------      ---------        ---------    Net cash provided (used) by       investing activities          ($   60,641)   ($  100,362)      $   34,127                                       ---------      ---------        ---------                                          F-41      CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions               ($4,840,970)   ($4,300,809)     ($3,642,567)                                       ---------      ---------        ---------    Net cash used by financing       activities                    ($4,840,970)   ($4,300,809)     ($3,642,567)                                       ---------      ---------        ---------  NET INCREASE IN CASH    AND CASH EQUIVALENTS              $  568,421     $  117,059       $  325,388  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD             1,401,928      1,284,869          959,481                                       ---------      ---------        ---------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                  $1,970,349     $1,401,928       $1,284,869                                       =========      =========        =========                                                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-42                 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H         In our opinion,  the accompanying  combined balance sheets and the related combined  statements of operations,  changes in partners'  capital (deficit) and cash flows present  fairly,  in all material  respects,  the combined  financial position of the Geodyne  Energy  Income  Limited  Partnership  II-H, an Oklahoma limited  partnership,  and  Geodyne  Production  Partnership  II-H,  an Oklahoma general partnership,  at December 31, 2005 and 2004, and the combined results of their  operations and their 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 Partnerships' 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 Combined 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-43                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H                             Combined Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                     2005            2004                                                ------------    ------------ CURRENT ASSETS:    Cash and cash equivalents                    $  465,378      $  329,148    Accounts receivable:       Oil and gas sales                            409,173         232,187                                                  ---------       ---------       Total current assets                      $  874,551      $  561,335  NET OIL AND GAS PROPERTIES, utilizing    the successful efforts method                   597,072         605,801  DEFERRED CHARGE                                     16,952          19,734                                                  ---------       ---------                                                 $1,488,575      $1,186,870                                                  =========       =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable                             $   73,876      $  118,306    Asset retirement obligation -       current (Note 1)                                 922           3,884                                                  ---------       ---------       Total current liabilities                 $   74,798      $  122,190  LONG-TERM LIABILITIES:    Accrued liability                            $   15,003      $   11,907    Asset retirement obligation       (Note 1)                                     102,427          49,677                                                  ---------       ---------       Total long-term liabilities               $  117,430      $   61,584  PARTNERS' CAPITAL (DEFICIT):    General Partner                             ($   28,897)    ($   54,377)    Limited Partners, issued and       outstanding, 91,711 Units                  1,325,244       1,057,473                                                  ---------       ---------       Total Partners' capital                   $1,296,347      $1,003,096                                                  ---------       ---------                                                 $1,488,575      $1,186,870                                                  =========       =========                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-44                       GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H                 GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H                         Combined Statements of Operations               For the Years Ended December 31, 2005, 2004, and 2003                                         2005              2004           2003                                     ----------        ----------     ---------- REVENUES:    Oil and gas sales                $1,948,662        $1,460,050     $1,335,792    Interest income                       6,886             2,181          1,545    Gain on sale of       oil and gas properties               229            11,749         29,085    Other income                           -                2,270           -                                      ---------         ---------      ---------                                     $1,955,777        $1,476,250     $1,366,422  COSTS AND EXPENSES:    Lease operating                  $  215,752        $  219,811     $  210,552    Production tax                      122,857            94,648         84,803    Depreciation, depletion,       and amortization of oil       and gas properties                69,028           113,970         68,778    General and administrative          130,034           123,960        124,953                                      ---------         ---------      ---------                                     $  537,671        $  552,389     $  489,086                                      ---------         ---------      ---------  INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE             $1,418,106        $  923,861     $  877,336     Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                             -                -             2,536                                      ---------         ---------      --------- NET INCOME                          $1,418,106        $  923,861     $  879,872                                      =========         =========      =========  GENERAL PARTNER -    NET INCOME                       $  147,335        $  101,267     $   93,794                                      =========         =========      =========  LIMITED PARTNERS -    NET INCOME                       $1,270,771        $  822,594     $  786,078                                      =========         =========      =========  NET INCOME per Unit                 $    13.86        $     8.97     $     8.57                                      =========         =========      =========  UNITS OUTSTANDING                       91,711            91,711         91,711                                      =========         =========      =========                       The accompanying notes are an integral                   part of these combined financial statements.                                          F-45                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H                GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H          Combined Statements of Changes in Partners' Capital (Deficit)              For the Years Ended December 31, 2005, 2004, and 2003                                      Limited         General                                    Partners        Partner         Total                                  ------------     ----------   ------------  Balance, Dec. 31, 2002            $1,090,801      ($ 53,547)    $1,037,254    Net income                        786,078         93,794        879,872    Cash distributions            (   745,000)     (  91,293)   (   836,293)                                    ---------        -------      ---------  Balance, Dec. 31, 2003            $1,131,879      ($ 51,046)    $1,080,833    Net income                        822,594        101,267        923,861    Cash distributions            (   897,000)     ( 104,598)   ( 1,001,598)                                    ---------        -------      ---------  Balance, Dec. 31, 2004            $1,057,473      ($ 54,377)    $1,003,096    Net income                      1,270,771        147,335      1,418,106    Cash distributions            ( 1,003,000)     ( 121,855)   ( 1,124,855)                                    ---------        -------      ---------  Balance, Dec. 31, 2005            $1,325,244      ($ 28,897)    $1,296,347                                    =========        =======      =========                                              The accompanying notes are an integral                   part of these combined financial statements.                                           F-46                           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H                      GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H                              Combined Statements of Cash Flows                    For the Years Ended December 31, 2005, 2004, and 2003                                         2005            2004             2003                                    ------------    ------------      ----------  CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                       $1,418,106      $  923,861        $879,872    Adjustments to reconcile       net income to net       cash provided by operating       activities:       Cumulative effect of change          in accounting for asset          retirement obligations          (Note 1)                         -               -          (   2,536)       Depreciation, depletion,          and amortization of oil          and gas properties             69,028         113,970          68,778       Gain on sale of oil          and gas properties        (       229)    (    11,749)      (  29,085)       Settlement of asset          retirement obligation     (       323)           -               -       Increase in accounts          receivable - oil          and gas sales             (   176,986)    (    52,753)      (   2,895)       (Increase) decrease in          deferred charge                 2,782     (     1,154)          2,057       Increase (decrease) in          accounts payable          (    39,946)         77,834       (   3,238)       Decrease in gas          imbalance payable                -               -          (   3,596)       Increase in accrued          liability                       3,096           1,872           1,956                                      ---------       ---------         -------   Net cash provided by       operating activities          $1,275,528      $1,051,881        $911,313                                      ---------       ---------         -------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures            ($   14,443)    ($   37,380)      ($ 24,574)    Proceeds from sale of       oil and gas properties              -             11,149          29,981                                      ---------       ---------         -------    Net cash provided (used) by       investing activities         ($   14,443)    ($   26,231)       $  5,407                                      ---------       ---------         -------                                          F-47      CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions              ($1,124,855)    ($1,001,598)     ($836,293)                                      ---------       ---------        -------    Net cash used by financing       activities                   ($1,124,855)    ($1,001,598)     ($836,293)                                      ---------       ---------        -------  NET INCREASE IN CASH    AND CASH EQUIVALENTS             $  136,230      $   24,052       $ 80,427  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD              329,148         305,096        224,669                                      ---------       ---------        -------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                 $  465,378      $  329,148       $305,096                                      =========       =========        =======                                                      The accompanying notes are an integral                   part of these combined financial statements.                                           F-48                             GEODYNE ENERGY INCOME PROGRAM II                     Notes to Combined 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. is the general partner of each  Partnership.  Each  Partnership  is a general  partner  in the  related Geodyne Production  Partnership (the "Production  Partnership") in which Geodyne Resources,  Inc.  serves  as  the  managing  partner.  Limited  Partner  capital contributions  were  contributed  to the  related  Production  Partnerships  for investment in producing oil and gas properties.  The Partnerships were activated on the following dates with the following Limited Partner capital contributions.                                                       Limited                               Date of             Partner Capital       Partnership           Activation             Contributions       -----------       ------------------        ---------------           II-A           July 22, 1987               $48,428,300          II-B           October 14,1987              36,171,900          II-C           January 14, 1988             15,462,100          II-D           May 10, 1988                 31,487,800          II-E           September 27, 1988           22,882,100          II-F           January 5, 1989              17,140,000          II-G           April 10, 1989               37,218,900          II-H           May 17, 1989                  9,171,100        The Partnerships  would have terminated on December 31, 2001 in accordance with the partnership agreements for the Partnerships.  However, such partnership agreements  provide  that  the  General  Partner  may  extend  the  term of each Partnership  for up to five periods of two years each.  The General  Partner has extended  the terms of the  Partnerships  for  their  third  two-year  extension thereby extending their termination date to December 31, 2007.        For  purposes  of  these  financial   statements,   the  Partnerships  and Production  Partnerships are collectively  referred to as the "Partnerships" and the general  partner and managing  partner are  collectively  referred to as the "General Partner".                                          F-49           An affiliate of the General  Partner owned the following Units at December 31, 2005:                              Number of              Percent of       Partnership          Units Owned          Outstanding Units       -----------          -----------          -----------------          II-A                 153,277                  31.65%          II-B                 106,568                  29.46%          II-C                  54,028                  34.94%          II-D                  97,751                  31.04%          II-E                  76,371                  33.38%          II-F                  48,424                  28.25%          II-G                  82,993                  22.30%          II-H                  28,721                  31.32%        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 combination of the allocation provisions in each Partnership's limited partnership  agreement and each Production  Partnership's  partnership agreement (collectively,  the "Partnership Agreement") results in allocations of costs and income between the Limited Partners and General Partner as follows:                                          F-50                                      Before Payout(1)         After Payout(1)                               ------------------      ------------------                               General     Limited     General     Limited                               Partner     Partners    Partner     Partners                               --------    --------    --------    --------         Costs(2) - ------------------------ Sales commissions, pay-   ment 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(3)         5%          95%          15%         85% General and administra-   tive costs, direct   administrative costs   and operating costs(3)        5%          95%          15%         85%          Income(2) - ------------------------ Temporary investments of   Limited Partners'   subscriptions                 1%          99%           1%         99% Income from oil and gas   production(3)                 5%          95%          15%         85% Gain on sale of produc-   ing properties(3)             5%          95%          15%         85% All other income(3)             5%          95%          15%         85%  - ----------  (1)   Payout occurs when total  distributions  to Limited  Partners  equal total       original Limited Partner subscriptions. (2)   The allocations in the table result  generally from the combined effect of       the allocation provisions in the Partnership Agreements.  For example, the       costs  incurred in  development  drilling  are  allocated  95.9596% to the       limited  partnership  and 4.0404% to the  managing  partner.  The 95.9596%       portion of these costs allocated to the limited  partnership,  when passed       through the limited  partnership,  is further allocated 99% to the limited       partners  and 1% to the  general  partner.  In  this  manner  the  Limited       Partners  are  allocated  95% of such  costs and the  General  Partner  is       allocated 5% of such costs. (3)   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 and managing  partner will increase       to only 10% and the  percentage  allocated  to the Limited  Partners  will       decrease to only 90%. Thereafter, if the                                          F-51           distribution to Limited Partners reaches an average annual rate of 12% the       allocation will change to 15% to the general partner and managing  partner       and 85% to the Limited Partners.        All  Partnerships  have  achieved  payout.  After payout,  operations  and revenues for the  Partnerships  have been and will be allocated  using the 10% / 90% after payout percentages as described in Footnote 3 to the table above.         Basis of Presentation        These  financial   statements   reflect  the  combined  accounts  of  each Partnership  after the  elimination of all  inter-partnership  transactions  and balances.         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 Partners'  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.                                          F-52           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. 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             -----------        -----       -----       -----                 II-A            $2.41       $1.25       $1.09                II-B             2.51        1.17        1.14                II-C             1.79        1.08        1.22                II-D             1.63        1.26        1.95                II-E             2.31        2.33        1.41                II-F             1.53        2.32        1.37                II-G             1.55        2.39        1.39                II-H             1.54        2.42        1.38        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        The Deferred Charge represents costs deferred for lease operating expenses incurred  in  connection  with the  Partnerships'  underproduced  gas  imbalance positions.  The rate used in  calculating  the  deferred  charge  is the  annual average  production  costs per Mcf.  At December  31, 2005 and 2004,  cumulative total gas sales volumes for underproduced wells were less than the                                          F-53     Partnerships'  pro-rata  share of total gas  production  from these wells by the following amounts:                                   2005                       2004                         ----------------------     ---------------------       Partnership         Mcf          Amount        Mcf         Amount       -----------       -------       --------     -------      --------           II-A           526,539       $601,624     547,267      $625,308          II-B           230,226        271,456     220,054       252,768          II-C           195,069        155,926     169,216       121,531          II-D           470,689        371,875     447,143       345,329          II-E           326,359        209,941     324,938       208,295          II-F            54,651         30,727      62,433        35,102          II-G           117,353         65,542     134,837        75,307          II-H            28,476         16,952      33,149        19,734         Accrued Liability - Other        The  Accrued  Liability  -  Other  at  December  31,  2004  for  the  II-A Partnership represents a charge accrued for the payment of a judgment related to plugging  liabilities.  The decrease in Accrued  Liability - Other from December 31,  2004 to December  31,  2005 was due to a ruling  made by the Texas  Supreme Court on April 8, 2005 that the Partnership did not owe this liability.         Accrued Liability        The Accrued  Liability  represents  charges  accrued  for lease  operating expenses  incurred  in  connection  with  the  Partnerships'   overproduced  gas imbalance  positions.  The rate used in calculating the accrued liability is the annual  average  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       -----------       -------     --------      -------    --------           II-A           136,010     $155,405      156,928    $179,306          II-B            56,172       72,442       39,928      42,599          II-C            55,517       44,603       47,790      34,323          II-D           133,275      102,928      141,589     109,349          II-E            29,560       25,448       16,801      10,668          II-F            35,503       26,676       29,564      20,227          II-G            68,713       45,118       60,048      35,560          II-H            18,994       15,003       16,145      11,907                                          F-54             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  industry.  Sales of gas  applicable  to the  Partnerships' interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred  pursuant to the gas sales contracts  covering the Partnerships'  interest in gas  reserves.  During such times as a  Partnership's sales of gas exceed its pro rata ownership in a well, such sales are recorded as revenues unless total sales from the well have exceeded the Partnership's  share of estimated  total gas reserves  underlying  the  property,  at which time such excess is  recorded as a  liability.  The rates per Mcf used to  calculate  this liability  are based on the  average gas prices for which the  Partnerships  are currently  settling  this  liability.  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       -----------       ------     --------     ------   --------           II-A           64,638      $96,957     72,424   $108,636          II-B           23,709       35,564     26,351     39,527          II-C            8,969       13,454     14,693     22,040          II-D           11,732       17,598     15,064     22,596          II-E           28,949       43,424     28,949     43,424          II-F            1,541        2,312      2,261      3,392          II-G           10,211       15,317      7,897     11,846          II-H             -            -          -          -  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 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.                                          F-55            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,  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  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 II-A,  II-B,  II-C,  II-D,  II-E,  II-F,  II-G, and II-H Partnerships                                          F-56     recognized approximately $167,000,  $71,000, $25,000, $89,000, $49,000, $27,000, $58,000, and $14,000,  respectively, of an increase in depreciation,  depletion, and  amortization  expense,  which  was  comprised  of  accretion  of the  asset retirement  obligation and depletion of the increase in capitalized  cost of oil and gas properties.        The components of the change in asset retirement  obligations for the year ended December 31, 2005 and 2004 are as shown below.                                   II-A Partnership                                 ----------------                                               2005              2004                                           ----------        ----------  Total Asset Retirement    Obligation, January 1                   $393,670          $277,914 Additions                                     6,908                78 Revisions                                   466,239           105,047 Settlement and disposals                  (   1,820)        (     418) Accretion expense                            39,790            11,049                                             -------           ------- Total Asset Retirement    Obligation, December 31                 $904,787          $393,670                                             =======           ======= Asset Retirement Obligation -    Current                                 $ 41,485          $ 34,994 Asset Retirement Obligation -    Long-Term                                863,302           358,676                                    II-B Partnership                                 ----------------                                               2005              2004                                           ----------        ----------  Total Asset Retirement    Obligation, January 1                   $210,198          $202,141 Additions                                     2,149              - Revisions                                   155,638              - Settlement and disposals                  (     987)        (      51) Accretion expense                            16,888             8,108                                             -------           ------- Total Asset Retirement    Obligation, December 31                 $383,886          $210,198                                             =======           ======= Asset Retirement Obligation -    Current                                 $ 11,476          $ 17,122 Asset Retirement Obligation -    Long-Term                                372,410           193,076                                          F-57                                         II-C Partnership                                 ----------------                                               2005              2004                                           ----------        ----------  Total Asset Retirement    Obligation, January 1                   $ 73,574          $ 71,173 Additions                                       212              - Revisions                                    61,173              - Settlement and disposals                  (     673)        (     691) Accretion expense                             6,505             3,092                                             -------           ------- Total Asset Retirement    Obligation, December 31                 $140,791          $ 73,574                                             =======           ======= Asset Retirement Obligation -    Current                                 $  9,569          $ 10,892 Asset Retirement Obligation -    Long-Term                                131,222            62,682                                     II-D Partnership                                 ----------------                                               2005              2004                                           ----------        ----------  Total Asset Retirement    Obligation, January 1                   $187,060          $185,990 Additions                                     2,210              - Revisions                                   238,232              - Settlement and disposals                       -            (   6,957) Accretion expense                            21,111             8,027                                             -------           ------- Total Asset Retirement    Obligation, December 31                 $448,613          $187,060                                             =======           ======= Asset Retirement Obligation -    Current                                 $ 45,216          $ 25,732 Asset Retirement Obligation -    Long-Term                                403,397           161,328                                          F-58                                         II-E Partnership                                 ----------------                                               2005              2004                                           ----------        ----------  Total Asset Retirement    Obligation, January 1                   $102,444          $ 98,320 Additions                                       441                14 Revisions                                   123,724              - Settlement and disposals                  (     692)        (     132) Accretion expense                            11,140             4,242                                             -------           ------- Total Asset Retirement    Obligation, December 31                 $237,057          $102,444                                             =======           ======= Asset Retirement Obligation -    Current                                 $  6,501          $ 24,458 Asset Retirement Obligation -    Long-Term                                230,556            77,986                                       II-F Partnership                                 ----------------                                               2005              2004                                           ----------        ----------  Total Asset Retirement    Obligation, January 1                   $102,318          $ 98,166 Additions                                     1,073                36 Revisions                                    86,747              - Settlement and disposals                  (   1,690)        (     322) Accretion expense                             9,401             4,438                                             -------           ------- Total Asset Retirement    Obligation, December 31                 $197,849          $102,318                                             =======           ======= Asset Retirement Obligation -    Current                                 $  1,909          $  6,987 Asset Retirement Obligation -    Long-Term                                195,940            95,331                                          F-59                                       II-G Partnership                                 ----------------                                               2005              2004                                           ----------        ----------  Total Asset Retirement    Obligation, January 1                   $218,637          $209,768 Additions                                     2,245                76 Revisions                                   186,533              - Settlement and disposals                  (   3,531)        (     673) Accretion expense                            20,159             9,466                                             -------           ------- Total Asset Retirement    Obligation, December 31                 $424,043          $218,637                                             =======           ======= Asset Retirement Obligation -    Current                                 $  3,988          $ 15,421 Asset Retirement Obligation -    Long-Term                                420,055           203,216                                      II-H Partnership                                 ----------------                                               2005              2004                                           ----------         ----------  Total Asset Retirement    Obligation, January 1                   $ 53,561          $ 51,379 Additions                                       520                17 Revisions                                    45,175              - Settlement and disposals                  (     817)        (     156) Accretion expense                             4,910             2,321                                             -------           ------- Total Asset Retirement    Obligation, December 31                 $103,349          $ 53,561                                             =======           ======= Asset Retirement Obligation -    Current                                 $    922          $  3,884 Asset Retirement Obligation -    Long-Term                                102,427            49,677                                          F-60     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 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  expense  limitations imposed by the  Partnership  Agreements.  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             -----------       --------      --------     --------                 II-A           $509,772      $509,772     $509,772                II-B            380,760       380,760      380,760                II-C            162,756       162,756      162,756                II-D            331,452       331,452      331,452                II-E            240,864       240,864      240,864                II-F            180,420       180,420      180,420                II-G            391,776       391,776      391,776                II-H             96,540        96,540       96,540        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 for the years ended December 31, 2005, 2004 and 2003:                                          F-61      Partnership               Purchaser                       Percentage - -----------       ------------------------          ------------------------                                                     2005      2004     2003                                                     -----     -----    -----    II-A           BP America Production Co.         14.0%     14.8%    14.6%                   Cinergy Marketing Company                     ("Cinergy")                     12.5%     16.1%    16.5%                   Duke Energy Field Services                     ("Duke")                        10.3%     12.3%    15.0%      II-B           Cinergy                           16.0%     24.1%    26.0%                   Citation Oil & Gas Corp.                     ("Citation")                    14.8%     13.1%    12.5%                   Duke                                -         -      14.0%      II-C           Cinergy                           14.0%     22.3%    23.5%                   Citation                          12.3%     11.6%    10.8%                   Duke                                -         -      12.8%       II-D           Cinergy                           12.3%     17.0%    15.2%                   Vintage Petroleum, Inc.           11.1%     10.3%    11.3%                   Whiting Petroleum Corp.             -       11.8%      -      II-E           Atlas Pipeline Mid-                     Continent LLC                   13.3%       -        -                   Cinergy                           12.8%     25.1%    23.6%                   Duke                                -         -      10.6%      II-F           Duke                              13.7%     14.7%      -                   Cinergy                             -       12.3%    13.6%                   Chevron U.S.A., Inc.                -       10.0%      -      II-G           Duke                              13.8%     14.9%      -                   Cinergy                             -       12.2%    13.4%      II-H           Duke                              14.0%     15.1%      -                   Cinergy                             -       11.9%    13.2%        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-62       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        The   capitalized   costs   and   accumulated   depreciation,   depletion, amortization,  and  valuation  allowance  at December  31, 2005 and 2004 were as follows:                                   II-A Partnership                                 ----------------                                                2005              2004                                           -------------     -------------        Proved properties                    $30,038,453       $29,432,867        Less accumulated deprecia-          tion, depletion, amorti-          zation, and valuation          allowance                        ( 27,569,087)     ( 27,206,745)                                             ----------        ----------             Net oil and gas                properties                  $ 2,469,366       $ 2,226,122                                             ==========        ==========                                   II-B Partnership                                 ----------------                                                2005              2004                                           -------------     -------------        Proved properties                    $20,598,447       $20,343,327        Less accumulated deprecia-          tion, depletion, amorti-          zation, and valuation          allowance                        ( 19,054,229)     ( 18,753,084)                                             ----------        ----------             Net oil and gas                properties                  $ 1,544,218       $ 1,590,243                                             ==========        ==========                                           F-63                                    II-C Partnership                                ----------------                                                2005              2004                                           -------------     -------------        Proved properties                    $ 8,722,127       $ 8,603,091        Less accumulated deprecia-          tion, depletion, amorti-          zation, and valuation          allowance                        (  7,993,885)     (  7,873,421)                                             ----------        ----------             Net oil and gas                properties                  $   728,242       $   729,670                                             ==========        ==========                                  II-D Partnership                                ----------------                                                2005              2004                                           -------------     -------------        Proved properties                    $14,226,782       $13,807,425        Less accumulated deprecia-          tion, depletion, amorti-          zation, and valuation          allowance                        ( 12,667,197)     ( 12,422,049)                                             ----------        ----------             Net oil and gas                properties                  $ 1,559,585       $ 1,385,376                                             ==========        ==========                                   II-E Partnership                                 ----------------                                                2005              2004                                           -------------     -------------        Proved properties                    $13,234,154       $13,153,722        Less accumulated deprecia-          tion, depletion, amorti-          zation, and valuation          allowance                        ( 12,025,095)     ( 11,907,394)                                             ----------        ----------             Net oil and gas                properties                  $ 1,209,059       $ 1,246,328                                             ==========        ==========                                           F-64                                    II-F Partnership                                ----------------                                                 2005              2004                                           -------------     -------------        Proved properties                    $10,482,766       $10,559,040        Less accumulated deprecia-          tion, depletion, amorti-          zation, and valuation          allowance                        (  9,313,628)     (  9,372,021)                                             ----------        ----------             Net oil and gas                properties                  $ 1,169,138       $ 1,187,019                                             ==========        ==========                                  II-G Partnership                                ----------------                                                2005              2004                                           -------------     -------------        Proved properties                    $22,459,822       $22,613,534        Less accumulated deprecia-          tion, depletion, amorti-          zation, and valuation          allowance                        ( 19,945,418)     ( 20,058,851)                                             ----------        ----------             Net oil and gas                properties                  $ 2,514,404       $ 2,554,683                                             ==========        ==========                                  II-H Partnership                                ----------------                                                2005              2004                                           -------------     -------------        Proved properties                    $ 5,389,006       $ 5,422,323        Less accumulated deprecia-          tion, depletion, amorti-          zation, and valuation          allowance                        (  4,791,934)     (  4,816,522)                                             ----------        ----------             Net oil and gas                properties                  $   597,072       $   605,801                                             ==========        ==========                                          F-65           Costs Incurred        The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas acquisition  or  exploration  activities  during  2005,  2004,  and 2003.  Costs incurred by the Partnerships in connection with oil and gas property development activities during 2005, 2004, and 2003, were as follows:               Partnership        2005(1)        2004        2003(2)             -----------       --------      --------     --------                 II-A           $133,494      $ 93,122     $102,903                II-B             96,434        53,458       24,971                II-C             54,420        11,074       24,478                II-D            151,464        16,239      153,431                II-E             31,965        30,342       24,348                II-F             20,736        79,459       41,415                II-G             43,264       174,306       93,448                II-H              9,960        43,819       24,574  - ----------  (1)   Excludes the estimated asset  retirement  costs for the II-A,  II-B, II-C,       II-D, II-E, II-F, II-G, and II-H  Partnerships of approximately  $466,000,       $156,000,  $61,000,  $238,000,  $124,000,  $87,000, $187,000, and $45,000,       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 II-A,  II-B, II-C,       II-D, II-E, II-F, II-G, and II-H  Partnerships of approximately  $174,000,       $125,000,  $39,000,  $106,000,  $61,000,  $58,000,  $125,000, and $30,000,       respectively, recorded as part of the FAS No. 143 implementation.          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.                                           F-66                                     II-A Partnership                                ----------------                                                    Crude          Natural                                                    Oil             Gas                                                 (Barrels)         (Mcf)                                                 ---------      ----------- Proved reserves, Dec. 31, 2002                   517,852        5,817,550    Production                                   ( 74,313)      (  717,179)    Sale of minerals in place                    (  3,193)      (   12,518)    Extensions and discoveries                     14,463           19,843    Revision of previous       estimates                                  123,530        1,495,095                                                  -------        ---------  Proved reserves, Dec. 31, 2003                   578,339        6,602,791    Production                                   ( 65,565)      (  646,674)    Extensions and discoveries                     24,761           27,944    Revision of previous       estimates                                  103,350          292,754                                                  -------        ---------  Proved reserves, Dec. 31, 2004                   640,885        6,276,815    Production                                   ( 57,813)      (  652,272)    Extensions and discoveries                      5,078           40,703    Revision of previous       estimates                                   99,216          702,495                                                  -------        ---------  Proved reserves, Dec. 31, 2005                   687,366        6,367,741                                                  =======        =========  PROVED DEVELOPED RESERVES:     December 31, 2003                             578,339        6,602,791                                                  =======        =========    December 31, 2004                             640,885        6,276,815                                                  =======        =========    December 31, 2005                             687,366        6,367,741                                                  =======        =========                                            F-67                                     II-B Partnership                                ----------------                                                    Crude          Natural                                                    Oil             Gas                                                 (Barrels)         (Mcf)                                                 ---------      -----------  Proved reserves, Dec. 31, 2002                   359,624        4,443,545    Production                                   ( 43,725)      (  548,582)    Sale of minerals in place                    (  1,073)            -    Revision of previous       estimates                                  135,560        1,136,134                                                  -------        ---------  Proved reserves, Dec. 31, 2003                   450,386        5,031,097    Production                                   ( 42,473)      (  535,070)    Extensions and discoveries                         62            7,138    Revision of previous       estimates                                   56,873          316,845                                                  -------        ---------  Proved reserves, Dec. 31, 2004                   464,848        4,820,010    Production                                   ( 40,011)      (  516,244)    Extensions and discoveries                         93           10,833    Revision of previous       estimates                                   64,299          461,682                                                  -------        ---------  Proved reserves, Dec. 31, 2005                   489,229        4,776,281                                                  =======        =========  PROVED DEVELOPED RESERVES:     December 31, 2003                             450,386        5,031,097                                                  =======        =========    December 31, 2004                             464,848        4,820,010                                                  =======        =========    December 31, 2005                             489,229        4,776,281                                                  =======        =========                                            F-68                                     II-C Partnership                                ----------------                                                    Crude          Natural                                                    Oil             Gas                                                 (Barrels)         (Mcf)                                                 ---------      -----------  Proved reserves, Dec. 31, 2002                   128,944        3,120,468    Production                                   ( 15,806)      (  315,371)    Sale of minerals in place                        -          (      326)    Revision of previous       estimates                                   53,740          666,561                                                  -------        ---------  Proved reserves, Dec. 31, 2003                   166,878        3,471,332    Production                                   ( 15,365)      (  301,090)    Extensions and discoveries                         46            3,685    Revision of previous       estimates                                   14,202          279,351                                                  -------        ---------  Proved reserves, Dec. 31, 2004                   165,761        3,453,278    Production                                   ( 14,817)      (  323,872)    Extensions and discoveries                        105           22,834    Revision of previous       estimates                                   22,360          393,673                                                  -------        ---------  Proved reserves, Dec. 31, 2005                   173,409        3,545,913                                                  =======        =========  PROVED DEVELOPED RESERVES:     December 31, 2003                             166,878        3,471,332                                                  =======        =========    December 31, 2004                             165,761        3,453,278                                                  =======        =========    December 31, 2005                             173,409        3,545,913                                                  =======        =========                                           F-69                                     II-D Partnership                                ----------------                                                    Crude           Natural                                                    Oil              Gas                                                 (Barrels)          (Mcf)                                                 ---------      ----------- Proved reserves, Dec. 31, 2002                   186,724        7,948,973    Production                                   ( 23,482)      (  724,786)    Sale of minerals in place                        -          (    3,434)    Revision of previous       estimates                                   42,251        1,599,398                                                  -------        ---------  Proved reserves, Dec. 31, 2003                   205,493        8,820,151    Production                                   ( 25,312)      (  674,131)    Extensions and discoveries                         22              720    Revision of previous       estimates                                    7,112          945,649                                                  -------        ---------  Proved reserves, Dec. 31, 2004                   187,315        9,092,389    Production                                   ( 21,859)      (  749,576)    Extensions and discoveries                      1,668          278,804    Revision of previous       estimates                                    5,701        1,023,871                                                  -------        ---------  Proved reserves, Dec. 31, 2005                   172,825        9,645,488                                                  =======        =========  PROVED DEVELOPED RESERVES:     December 31, 2003                             205,493        8,820,151                                                  =======        =========    December 31, 2004                             187,315        9,092,389                                                  =======        =========    December 31, 2005                             172,825        9,645,488                                                  =======        =========                                           F-70                                     II-E Partnership                                ----------------                                                    Crude          Natural                                                    Oil             Gas                                                 (Barrels)         (Mcf)                                                 ---------      -----------  Proved reserves, Dec. 31, 2002                   173,164        4,192,406    Production                                   ( 19,131)      (  467,472)    Sale of minerals in place                    (  1,055)      (   19,430)    Extensions and discoveries                      1,301            4,400    Revision of previous       estimates                                   31,447        1,283,438                                                  -------        ---------  Proved reserves, Dec. 31, 2003                   185,726        4,993,342    Production                                   ( 18,135)      (  409,863)    Extensions and discoveries                      2,525            4,046    Revision of previous       estimates                                   10,086          397,213                                                  -------        ---------  Proved reserves, Dec. 31, 2004                   180,202        4,984,738    Production                                   ( 17,951)      (  423,292)    Extensions and discoveries                      2,549           69,486    Revision of previous       estimates                                   13,192          408,223                                                  -------        ---------  Proved reserves, Dec. 31, 2005                   177,992        5,039,155                                                  =======        =========  PROVED DEVELOPED RESERVES:     December 31, 2003                             185,726        4,993,342                                                  =======        =========    December 31, 2004                             180,202        4,984,738                                                  =======        =========    December 31, 2005                             177,992        5,039,155                                                  =======        =========                                             F-71                                     II-F Partnership                                ----------------                                                    Crude          Natural                                                    Oil             Gas                                                 (Barrels)         (Mcf)                                                 ---------      -----------  Proved reserves, Dec. 31, 2002                   230,274        2,962,281    Production                                   ( 24,828)      (  442,255)    Sale of minerals in place                    (  2,571)      (   48,081)    Extensions and discoveries                      4,306            4,018    Revision of previous       estimates                                   87,190        1,329,431                                                  -------        ---------  Proved reserves, Dec. 31, 2003                   294,371        3,805,394    Production                                   ( 26,083)      (  402,717)    Sale of minerals in place                    (     63)            -    Extensions and discoveries                      6,173            9,846    Revision of previous       estimates                                   67,338          300,347                                                  -------        ---------  Proved reserves, Dec. 31, 2004                   341,736        3,712,870    Production                                   ( 25,599)      (  377,857)    Extensions and discoveries                      4,602           25,052    Revision of previous       estimates                                   16,771          192,530                                                  -------        ---------  Proved reserves, Dec. 31, 2005                   337,510        3,552,595                                                  =======        =========  PROVED DEVELOPED RESERVES:     December 31, 2003                             294,371        3,805,394                                                  =======        =========    December 31, 2004                             341,736        3,712,870                                                  =======        =========    December 31, 2005                             337,510        3,552,595                                                  =======        =========                                           F-72                                     II-G Partnership                                ----------------                                                     Crude           Natural                                                    Oil              Gas                                                 (Barrels)          (Mcf)                                                 ---------       -----------  Proved reserves, Dec. 31, 2002                   483,873         6,369,980    Production                                   ( 52,045)       (  941,870)    Sale of minerals in place                    (  5,382)       (  100,643)    Extensions and discoveries                      7,050            20,444    Revision of previous       estimates                                  184,556         2,832,630                                                  -------         ---------  Proved reserves, Dec. 31, 2003                   618,052         8,180,541    Production                                   ( 54,665)       (  859,114)    Sale of minerals in place                    (    134)             -    Extensions and discoveries                     12,909            21,136    Revision of previous       estimates                                  140,299           618,003                                                  -------         ---------  Proved reserves, Dec. 31, 2004                   716,461         7,960,566    Production                                   ( 53,848)       (  803,073)    Extensions and discoveries                      9,625            52,932    Revision of previous       estimates                                   35,493           401,182                                                  -------         ---------  Proved reserves, Dec. 31, 2005                   707,731         7,611,607                                                  =======         =========  PROVED DEVELOPED RESERVES:     December 31, 2003                             618,052         8,180,541                                                  =======         =========    December 31, 2004                             716,461         7,960,566                                                  =======         =========    December 31, 2005                             707,731         7,611,607                                                  =======         =========                                            F-73                                     II-H Partnership                                ----------------                                                    Crude          Natural                                                    Oil             Gas                                                 (Barrels)         (Mcf)                                                 ---------      -----------   Proved reserves, Dec. 31, 2002                   113,085        1,553,934    Production                                   ( 12,082)      (  226,604)    Sale of minerals in place                    (  1,246)      (   23,321)    Extensions and discoveries                      1,522            3,284    Revision of previous       estimates                                   42,790          682,941                                                  -------        ---------  Proved reserves, Dec. 31, 2003                   144,069        1,990,234    Production                                   ( 12,688)      (  206,905)    Sale of minerals in place                    (     35)            -    Extensions and discoveries                      2,986            4,879    Revision of previous       estimates                                   32,591          140,638                                                  -------        ---------  Proved reserves, Dec. 31, 2004                   166,923        1,928,846    Production                                   ( 12,446)      (  193,427)    Extensions and discoveries                      2,225           12,498    Revision of previous       estimates                                    8,241           92,864                                                  -------        ---------  Proved reserves, Dec. 31, 2005                   164,943        1,840,781                                                  =======        =========  PROVED DEVELOPED RESERVES:     December 31, 2003                             144,069        1,990,234                                                  =======        =========    December 31, 2004                             166,923        1,928,846                                                  =======        =========    December 31, 2005                             164,943        1,840,781                                                  =======        =========                                             F-74     5. QUARTERLY FINANCIAL DATA (Unaudited)        Summarized  unaudited  quarterly  financial  data for 2005 and 2004 are as follows:                                  II-A Partnership                                 ----------------                                                2005                          -----------------------------------------------                             First     Second       Third      Fourth                            Quarter    Quarter     Quarter     Quarter                          ----------  ----------  ----------  ----------  Total Revenues           $1,722,929  $1,725,302  $2,056,469  $2,261,419 Gross Profit (1)          1,385,054   1,324,766   1,624,133   1,726,379 Net Income                1,178,278   1,113,686   1,319,604   1,485,922 Limited Partners'    Net Income    Per Unit                    2.18        2.06        2.42        2.75                                               2004                          ----------------------------------------------                             First     Second       Third      Fourth                            Quarter    Quarter     Quarter     Quarter                          ----------  ----------  ----------  ----------  Total Revenues           $1,330,325  $1,513,624  $1,507,023  $1,628,385 Gross Profit (1)            974,380   1,139,309   1,175,603   1,150,065 Net Income                  784,336     940,245     994,988     947,129 Limited Partners'    Net Income    Per Unit                    1.45        1.74        1.84        1.75     - ----------------------- (1) Total revenues less oil and gas production expenses.                                           F-75                                       II-B Partnership                                 ----------------                                                   2005                         ---------------------------------------------------                            First      Second        Third        Fourth                           Quarter     Quarter      Quarter       Quarter                         ----------   ----------   ----------    ----------  Total Revenues          $1,304,978   $1,193,712   $1,546,333    $1,703,529 Gross Profit (1)         1,049,417      888,801    1,221,415     1,297,492 Net Income                 889,366      703,916    1,022,765     1,097,868 Limited Partners'    Net Income    Per Unit                   2.20         1.74         2.52          2.71                                                  2004                         ---------------------------------------------------                           First       Second        Third        Fourth                          Quarter      Quarter      Quarter       Quarter                         ----------   ----------   ----------    ----------  Total Revenues          $  968,286   $1,112,016   $1,118,405    $1,227,766 Gross Profit (1)           703,386      834,837      871,003       877,007 Net Income                 562,085      680,170      730,236       737,923 Limited Partners'    Net Income    Per Unit                   1.39         1.68         1.81          1.84   - ---------------------- (1) Total revenues less oil and gas production expenses.                                          F-76                                       II-C Partnership                                 ----------------                                                  2005                           ---------------------------------------------                             First       Second      Third      Fourth                            Quarter      Quarter    Quarter     Quarter                           ---------    --------   ---------    --------  Total Revenues           $664,428      $642,064    $754,919    $979,433 Gross Profit (1)          539,833       535,868     605,787     749,862 Net Income                459,969       457,626     520,382     670,138 Limited Partners'    Net Income    Per Unit                  2.67          2.65        3.00        3.89                                                 2004                          ----------------------------------------------                             First      Second       Third      Fourth                            Quarter     Quarter     Quarter     Quarter                          ---------     --------    --------    --------  Total Revenues           $481,411      $537,086    $526,299    $591,746 Gross Profit (1)          351,488       411,304     420,351     429,389 Net Income                282,631       333,463     360,835     371,401 Limited Partners'    Net Income    Per Unit                  1.63          1.93        2.10        2.16     - ---------------------- (1) Total revenues less oil and gas production expenses.                                          F-77                                      II-D Partnership                                 ----------------                                                 2005                         ----------------------------------------------                            First     Second      Third       Fourth                           Quarter    Quarter    Quarter      Quarter                         ----------  ----------  ----------  ----------  Total Revenues          $1,433,490  $1,302,519  $1,528,329  $2,225,258 Gross Profit (1)         1,123,198   1,054,188   1,219,087   1,822,932 Net Income                 976,831     962,742   1,050,920   1,614,426 Limited Partners'    Net Income    Per Unit                   2.78      2.76        2.98        4.58                                                2004                         ----------------------------------------------                            First      Second      Third      Fourth                           Quarter     Quarter    Quarter     Quarter                         ----------  ----------  ----------  ----------  Total Revenues          $1,071,700  $1,038,622  $1,092,769  $1,200,174 Gross Profit (1)           805,362     746,534     860,414     824,029 Net Income                 641,864     584,245     737,874     729,263 Limited Partners'    Net Income    Per Unit                   1.82        1.65        2.10        2.08    - ---------------------- (1) Total revenues less oil and gas production expenses.                                           F-78                                       II-E Partnership                                 ----------------                                                  2005                         -----------------------------------------------                           First        Second      Third       Fourth                          Quarter       Quarter    Quarter      Quarter                         ---------     --------   --------    ----------  Total Revenues           $836,480     $717,491   $970,593    $1,444,722 Gross Profit (1)          686,658      558,118    779,550     1,160,633 Net Income                556,771      458,499    658,857     1,025,099 Limited Partners'    Net Income    Per Unit                  2.18         1.79       2.57          4.00                                                2004                          ----------------------------------------------                            First       Second      Third       Fourth                           Quarter      Quarter    Quarter      Quarter                          ---------    --------   ---------   ----------  Total Revenues           $701,885     $727,353   $710,550    $  665,249 Gross Profit (1)          541,968      577,164    551,557       450,609 Net Income                323,071      457,048    446,272       417,443 Limited Partners'    Net Income    Per Unit                  1.21         1.79       1.74         1.65    - ---------------------- (1) Total revenues less oil and gas production expenses.                                            F-79                                      II-F Partnership                                 ----------------                                                 2005                         ---------------------------------------------                           First      Second       Third      Fourth                          Quarter     Quarter     Quarter     Quarter                         ---------   --------    ---------  ----------  Total Revenues          $931,366    $891,095   $1,024,047  $1,028,390 Gross Profit (1)         826,678     735,280      874,832     777,879 Net Income               727,548     657,669      782,497     694,318 Limited Partners'    Net Income    Per Unit                 3.81        3.44         4.08        3.64                                              2004                         ----------------------------------------------                           First      Second       Third      Fourth                          Quarter     Quarter     Quarter     Quarter                         ---------   --------   ----------  -----------  Total Revenues          $784,599    $707,252   $  762,301  $  655,296 Gross Profit (1)         646,346     603,600      591,663     458,884 Net Income               559,564     518,704      441,127     352,723 Limited Partners'    Net Income    Per Unit                 2.92        2.72        2.27         1.82      - ---------------------- (1) Total revenues less oil and gas production expenses.                                            F-80                                       II-G Partnership                                 ----------------                                               2005                         -----------------------------------------------                            First     Second       Third       Fourth                           Quarter    Quarter     Quarter      Quarter                         ----------  ----------  ----------  ----------  Total Revenues          $1,993,983  $1,751,523  $2,315,812  $2,185,868 Gross Profit (1)         1,756,323   1,424,041   1,987,202   1,663,948 Net Income               1,565,408   1,256,838   1,789,544   1,491,075 Limited Partners'    Net Income    Per Unit                   3.77        3.03        4.30        3.60                                               2004                         -----------------------------------------------                            First      Second       Third      Fourth                           Quarter     Quarter     Quarter     Quarter                         ----------  ----------  ----------  -----------  Total Revenues          $1,665,827   $1,506,539  $1,615,646  $1,398,966 Gross Profit (1)         1,370,530    1,281,783   1,252,104     981,757 Net Income               1,189,236    1,116,030     916,328     759,502 Limited Partners'    Net Income    Per Unit                   2.86         2.70        2.16        1.81      - ---------------------- (1) Total revenues less oil and gas production expenses.                                            F-81                                       II-H Partnership                                 ----------------                                                2005                          -----------------------------------------                            First     Second     Third     Fourth                           Quarter    Quarter   Quarter    Quarter                          --------    -------   --------   --------  Total Revenues           $474,932    412,593   $548,685   $519,567 Gross Profit (1)          417,968    335,323    469,534    394,343 Net Income                354,842    293,733    420,654    348,877 Limited Partners'    Net Income    Per Unit                  3.47       2.87       4.10       3.42                                               2004                          -----------------------------------------                            First     Second     Third     Fourth                           Quarter    Quarter   Quarter    Quarter                          --------    --------  -------    --------  Total Revenues           $397,157    $362,080  $383,442   $333,571 Gross Profit (1)          326,107     306,765   296,487    232,432 Net Income                277,323     254,998   214,826    176,714 Limited Partners'    Net Income    Per Unit                  2.71        2.50      2.05       1.71      - ---------------------- (1) Total revenues less oil and gas production expenses.                                           F-82                                       INDEX TO EXHIBITS                                -----------------  Exh. No.     Exhibit - ----    -------   4.1     Agreement and  Certificate of Limited  Partnership  dated July 22, 1987          for the  Geodyne  Energy  Income  Limited  Partnership  II-A,  filed as          Exhibit 4.1 to Annual Report on Form 10-K405 for period ended  December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.2     First  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership and First Amendment to Agreement and Certificate of Limited          Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income          Limited Partnership II-A, filed as Exhibit 4.2 to Annual Report on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.3     Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-A,  filed as Exhibit 4.3 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.4     Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-A,  filed as Exhibit 4.4 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.5     Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership II-A, filed as Exhibit 4.5 to Annual Report on Form 10-K405          for period ended December 31, 2001,  filed with the SEC on February 26,          2002 and is hereby incorporated by reference.   4.6     Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited          Partnership II-A filed as Exhibit 4.6 to Annual Report on Form 10-K for          period ended  December  31, 2003,  filed with the SEC on March 19, 2004          and is hereby incorporated by reference.                                          F-83     *4.7     Sixth  Amendment to Amended and Restated  Agreement and  Certificate of          Limited  Partnership of Geodyne Energy Income Limited  Partnership II-A          dated October 27, 2005.   4.8     Amended and Restated  Certificate of Limited Partnership dated March 9,          1989 for the Geodyne Energy Income Limited  Partnership  II-A, filed as          Exhibit 4.6 to Annual Report on Form 10-K405 for period ended  December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.9     Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited          Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405          for period ended December 31, 2001,  filed with the SEC on February 26,          2002 and is hereby incorporated by reference.   4.10    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income          Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.11    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income          Limited  Partnership  II-A,  filed as Exhibit 4.10 to Annual  Report on          Form 10-K for period ended  December  31,  2003,  filed with the SEC on          March 19, 2004 and is hereby incorporated by reference.  *4.12    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  of Geodyne Energy Income  Limited  Partnership  II-A dated          October 27, 2005.   4.13    Agreement and Certificate of Limited Partnership dated October 14, 1987          for the  Geodyne  Energy  Income  Limited  Partnership  II-B,  filed as          Exhibit 4.9 to Annual Report on Form 10-K405 for period ended  December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.14    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership and First Amendment to Agreement and Certificate of Limited          Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income          Limited  Partnership  II-B,  filed as Exhibit 4.10 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.15    Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-B, filed as Exhibit 4.11 to                                          F-84              Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   4.16    Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.17    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership  II-B,  filed as  Exhibit  4.13 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.18    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited          Partnership  II-B filed as Exhibit  4.16 to Annual  Report on Form 10-K          for period ended  December  31,  2003,  filed with the SEC on March 19,          2004 and is hereby incorporated by reference.  *4.19    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of          Limited  Partnership of Geodyne Energy Income Limited  Partnership II-B          dated October 27, 2005.   4.20    Amended and Restated  Certificate of Limited Partnership dated March 9,          1989 for the Geodyne Energy Income Limited  Partnership  II-B, filed as          Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.21    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited          Partnership  II-B,  filed as  Exhibit  4.15 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.22    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income          Limited  Partnership  II-B,  filed as Exhibit 4.16 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.23    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income          Limited Partnership II-B filed as Exhibit 4.20 to Annual Report on Form          10-K for period                                          F-85              ended  December 31,  2003,  filed with the SEC on March 19, 2004 and is          hereby incorporated by reference.  *4.24    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  of Geodyne Energy Income  Limited  Partnership  II-B dated          October 27, 2005.   4.25    Agreement and Certificate of Limited Partnership dated January 13, 1988          for the  Geodyne  Energy  Income  Limited  Partnership  II-C,  filed as          Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.26    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership and First Amendment to Agreement and Certificate of Limited          Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income          Limited  Partnership  II-C,  filed as Exhibit 4.18 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.27    Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.28    Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.29    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership  II-C,  filed as  Exhibit  4.21 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.30    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited          Partnership  II-C filed as Exhibit  4.26 to Annual  Report on Form 10-K          for period ended  December  31,  2003,  filed with the SEC on March 19,          2004 and is hereby incorporated by reference.  *4.31    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of          Limited  Partnership of Geodyne Energy Income Limited  Partnership II-C          dated October 27, 2005.                                          F-86      4.32    Amended and Restated  Certificate of Limited Partnership dated March 9,          1989 for the Geodyne Energy Income Limited  Partnership  II-C, filed as          Exhibit 4.22 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.33    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited          Partnership  II-C,  filed as  Exhibit  4.23 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.34    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income          Limited  Partnership  II-C,  filed as Exhibit 4.24 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.35    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income          Limited Partnership II-C filed as Exhibit 4.30 to Annual Report on Form          10-K for period ended  December  31, 2003,  filed with the SEC on March          19, 2004 and is hereby incorporated by reference.  *4.36    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  of Geodyne Energy Income  Limited  Partnership  II-C dated          October 27, 2005.   4.37    Agreement and Certificate of Limited Partnership dated May 10, 1988 for          the Geodyne Energy Income Limited  Partnership  II-D,  filed as Exhibit          4.25 to Annual  Report on Form  10-K405 for period  ended  December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.   4.38    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership and First Amendment to Agreement and Certificate of Limited          Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income          Limited  Partnership  II-D,  filed as Exhibit 4.26 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.39    Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.                                           F-87      4.40    Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.41    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership  II-D,  filed as  Exhibit  4.29 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.42    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited          Partnership  II-D filed as Exhibit  4.36 to Annual  Report on Form 10-K          for period ended  December  31,  2003,  filed with the SEC on March 19,          2004 and is hereby incorporated by reference.  *4.43    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of          Limited  Partnership of Geodyne Energy Income Limited  Partnership II-D          dated October 27, 2005.   4.44    Amended and Restated  Certificate of Limited Partnership dated March 9,          1989 for the Geodyne Energy Income Limited  Partnership  II-D, filed as          Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.45    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited          Partnership  II-D,  filed as  Exhibit  4.31 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.46    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income          Limited  Partnership  II-D,  filed as Exhibit 4.32 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.47    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income          Limited Partnership II-D filed as Exhibit 4.40 to Annual Report on Form          10-K for period ended  December  31, 2003,  filed with the SEC on March          19, 2004 and is hereby incorporated by reference.                                          F-88     *4.48    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  of Geodyne Energy Income  Limited  Partnership  II-D dated          October 27, 2005.   4.49    Agreement and  Certificate of Limited  Partnership  dated September 27,          1988 for the Geodyne Energy Income Limited  Partnership  II-E, filed as          Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.50    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership and First Amendment to Agreement and Certificate of Limited          Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income          Limited  Partnership  II-E,  filed as Exhibit 4.34 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.51    Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.52    Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated August 31, 1995 for the Geodyne Energy Income Limited Partnership          II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.53    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.54    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership  II-E,  filed as  Exhibit  4.38 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.55    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited          Partnership  II-E filed as Exhibit  4.47 to Annual  Report on Form 10-K          for period ended  December  31,  2003,  filed with the SEC on March 19,          2004 and is hereby incorporated by reference.                                          F-89     *4.56    Seventh Amendment to Amended and Restated  Agreement and Certificate of          Limited  Partnership of Geodyne Energy Income Limited  Partnership II-E          dated October 27, 2005.   4.57    Amended and Restated  Certificate of Limited Partnership dated March 9,          1989 for the Geodyne Energy Income Limited  Partnership  II-E, filed as          Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.58    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited          Partnership  II-E,  filed as  Exhibit  4.40 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.59    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income          Limited  Partnership  II-E,  filed as Exhibit 4.41 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.60    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income          Limited Partnership II-E filed as Exhibit 4.51 to Annual Report on Form          10-K for period ended  December  31, 2003,  filed with the SEC on March          19, 2004 and is hereby incorporated by reference.  *4.61    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  of Geodyne Energy Income  Limited  Partnership  II-E dated          October 27, 2005.   4.62    Agreement and Certificate of Limited  Partnership dated January 5, 1989          for the  Geodyne  Energy  Income  Limited  Partnership  II-F,  filed as          Exhibit 4.42 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.63    Certificate  of Limited  Partnership  dated  January  5, 1989,  for the          Geodyne Energy Income Limited  Partnership II-F, filed as Exhibit 4.42a          to Annual  Report on Form 10-K405 for period  ended  December 31, 2001,          filed with the SEC on February 26, 2002 and is hereby  incorporated  by          reference.   4.64    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment to Agreement and  Certificate  of Limited  Partnership  dated          February 24, 1993 for the Geodyne  Energy  Income  Limited  Partnership          II-F, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period          ended December                                          F-90              31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.65    Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.66    Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated August 31, 1995 for the Geodyne Energy Income Limited Partnership          II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.67    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.68    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership  II-F,  filed as  Exhibit  4.48 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.69    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited          Partnership  II-F filed as Exhibit  4.59 to Annual  Report on Form 10-K          for period ended  December  31,  2003,  filed with the SEC on March 19,          2004 and is hereby incorporated by reference.  *4.70    Seventh  Amendment to Agreement and Certificate of Limited  Partnership          of Geodyne  Energy Income  Limited  Partnership  II-F dated October 27,          2005.   4.71    Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996, for the Geodyne Energy Income Limited  Partnership II-F, filed as          Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.72    Third  Amendment to Certificate of Limited  Partnership  dated November          14, 2001, for the Geodyne Energy Income Limited Partnership II-F, filed          as Exhibit  4.49 to Annual  Report on Form  10-K405  for  period  ended          December 31, 2001,                                          F-91              filed with the SEC on February 26, 2002 and is hereby  incorporated  by          reference.   4.73    Fourth Amendment to Certificate of Limited  Partnership  dated November          18, 2003, for the Geodyne Energy Income Limited  Partnership II-F filed          as Exhibit 4.62 to Annual Report on Form 10-K for period ended December          31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby          incorporated by reference.  *4.74    Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy          Income Limited Partnership II-F dated October 27, 2005.   4.75    Agreement and Certificate of Limited  Partnership  dated April 10, 1989          for the  Geodyne  Energy  Income  Limited  Partnership  II-G,  filed as          Exhibit 4.50 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.76    Certificate  of  Limited  Partnership  dated  April 10,  1989,  for the          Geodyne Energy Income Limited  Partnership  II-G, filed as Exhibit 4.51          to Annual  Report on Form 10-K405 for period  ended  December 31, 2001,          filed with the SEC on February 26, 2002 and is hereby  incorporated  by          reference.   4.77    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment to Agreement and  Certificate  of Limited  Partnership  dated          February 24, 1993 for the Geodyne  Energy  Income  Limited  Partnership          II-G, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.78    Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.79    Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated August 31, 1995 for the Geodyne Energy Income Limited Partnership          II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.80    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period          ended December                                          F-92              31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.81    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership  II-G,  filed as  Exhibit  4.56 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.82    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited          Partnership  II-G filed as Exhibit  4.70 to Annual  Report on Form 10-K          for period ended  December  31,  2003,  filed with the SEC on March 19,          2004 and is hereby incorporated by reference..  *4.83    Seventh  Amendment to Agreement and Certificate of Limited  Partnership          of Geodyne  Energy Income  Limited  Partnership  II-G dated October 27,          2005.   4.84    Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996, for the Geodyne Energy Income Limited  Partnership II-G, filed as          Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.85    Third  Amendment to Certificate of Limited  Partnership  dated November          14, 2001, for the Geodyne Energy Income Limited Partnership II-G, filed          as Exhibit  4.58 to Annual  Report on Form  10-K405  for  period  ended          December  31,  2001,  filed with the SEC on  February  26,  2002 and is          hereby incorporated by reference.   4.86    Fourth Amendment to Certificate of Limited  Partnership  dated November          14, 2003, for the Geodyne Energy Income Limited  Partnership II-G filed          as Exhibit 4.73 to Annual Report on Form 10-K for period ended December          31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby          incorporated by reference.  *4.87    Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy          Income Limited Partnership II-G dated October 27, 2005.   4.88    Agreement and Certificate of Limited Partnership dated May 17, 1989 for          the Geodyne Energy Income Limited  Partnership  II-H,  filed as Exhibit          4.59 to Annual  Report on Form  10-K405 for period  ended  December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.                                          F-93      4.89    Certificate of Limited  Partnership dated May 17, 1989, for the Geodyne          Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.   4.90    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment to Agreement and  Certificate  of Limited  Partnership  dated          February 25, 1993 for the Geodyne  Energy  Income  Limited  Partnership          II-H, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.91    Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.92    Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated August 31, 1995 for the Geodyne Energy Income Limited Partnership          II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.93    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.94    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership  II-H,  filed as  Exhibit  4.65 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.95    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited          Partnership  II-H filed as Exhibit  4.81 to Annual  Report on Form 10-K          for period ended  December  31,  2003,  filed with the SEC on March 19,          2004 and is hereby incorporated by reference.  *4.96    Seventh  Amendment to Agreement and Certificate of Limited  Partnership          of Geodyne  Energy Income  Limited  Partnership  II-H dated October 27,          2005.                                          F-94      4.97    Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996, for the Geodyne Energy Income Limited  Partnership II-H, filed as          Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.98    Third  Amendment to Certificate of Limited  Partnership  dated November          14, 2001, for the Geodyne Energy Income Limited Partnership II-H, filed          as Exhibit  4.67 to Annual  Report on Form  10-K405  for  period  ended          December  31,  2001,  filed with the SEC on  February  26,  2002 and is          hereby incorporated by reference.   4.99    Fourth Amendment to Certificate of Limited  Partnership  dated November          18, 2003, for the Geodyne Energy Income Limited  Partnership II-H filed          as Exhibit 4.84 to Annual Report on Form 10-K for period ended December          31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby          incorporated by reference.  *4.100   Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy          Income Limited Partnership II-H dated October 27, 2005.   10.1    Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-A,  filed as  Exhibit  10.1 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.2    First Amendment to Agreement of Partnership dated February 26, 1993 for          the  Geodyne  Production  Partnership  II-A,  filed as Exhibit  10.2 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.3    Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership  II-A, filed as Exhibit 10.3 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.   10.4    Third Amendment to Agreement of Partnership dated November 14, 2001 for          the  Geodyne  Production  Partnership  II-A,  filed as Exhibit  10.4 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.5    Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership  II-A filed as Exhibit 10.5 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.                                          F-95      *10.6    Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-A dated October 27,          2005.   10.7    Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-B,  filed as  Exhibit  10.5 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.8    First Amendment to Agreement of Partnership dated February 26, 1993 for          the  Geodyne  Production  Partnership  II-B,  filed as Exhibit  10.6 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.9    Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership  II-B, filed as Exhibit 10.7 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.   10.10   Third Amendment to Agreement of Partnership dated November 14, 2001 for          the  Geodyne  Production  Partnership  II-B,  filed as Exhibit  10.8 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.11   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership II-B filed as Exhibit 10.10 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.12   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-B dated October 27,          2005.   10.13   Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-C,  filed as  Exhibit  10.9 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.14   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne  Production  Partnership  II-C,  filed as Exhibit  10.10 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.  10.15    Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership II-C, filed as Exhibit 10.11 to Annual          Report on Form 10-K405 for period                                          F-96              ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   10.16   Third Amendment to Agreement of Partnership dated November 14, 2001 for          the Geodyne  Production  Partnership  II-C,  filed as Exhibit  10.12 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.17   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership II-C filed as Exhibit 10.15 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.18   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-C dated October 27,          2005.   10.19   Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-D,  filed as  Exhibit  10.13 to  Annual  Report on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.20   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne  Production  Partnership  II-D,  filed as Exhibit  10.14 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.21   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership II-D, filed as Exhibit 10.15 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.   10.22   Third Amendment to Agreement of Partnership dated November 14, 2001 for          the Geodyne  Production  Partnership  II-D,  filed as Exhibit  10.16 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.23   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership II-D filed as Exhibit 10.20 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.24   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-D dated October 27,          2005.                                          F-97      10.25   Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-E,  filed as  Exhibit  10.17 to  Annual  Report on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.26   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne  Production  Partnership  II-E,  filed as Exhibit  10.18 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.27   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership II-E, filed as Exhibit 10.19 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.   10.28   Third Amendment to Agreement of Partnership dated November 14, 2001 for          the Geodyne  Production  Partnership  II-E,  filed as Exhibit  10.20 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.29   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership II-E filed as Exhibit 10.25 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.30   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-E dated October 27,          2005.   10.31   Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-F,  filed as  Exhibit  10.21 to  Annual  Report on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.32   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne  Production  Partnership  II-F,  filed as Exhibit  10.22 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.33   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership II-F, filed as Exhibit 10.23 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.  10.34    Third Amendment to Agreement of Partnership dated November 14, 2001 for          the Geodyne Production Partnership II-F,                                          F-98              filed as  Exhibit  10.24 to Annual  Report on Form  10-K405  for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   10.35   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership II-F filed as Exhibit 10.30 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.36   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-F dated October 27,          2005.   10.37   Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-G,  filed as  Exhibit  10.25 to  Annual  Report on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.38   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne  Production  Partnership  II-G,  filed as Exhibit  10.26 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.39   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership II-G, filed as Exhibit 10.27 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.   10.40   Third Amendment to Agreement of Partnership dated November 14, 2001 for          the Geodyne  Production  Partnership  II-G,  filed as Exhibit  10.28 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.41   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership II-G filed as Exhibit 10.35 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.42   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-G dated October 14,          2005.   10.43   Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-H,  filed as  Exhibit  10.29 to  Annual  Report on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.                                          F-99      10.44   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne  Production  Partnership  II-H,  filed as Exhibit  10.30 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.45   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership II-H, filed as Exhibit 10.31 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.   10.46   Third Amendment to Agreement of Partnership dated November 14, 2001 for          the Geodyne  Production  Partnership  II-H,  filed as Exhibit  10.32 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.47   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership II-H filed as Exhibit 10.40 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.48   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-H dated October 27,          2005.  *23.1    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-A.  *23.2    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-B.  *23.3    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-C.  *23.4    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-D.  *23.5    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-E.  *23.6    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-F.  *23.7    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-G.  *23.8    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-H.                                         F-100      *31.1    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-A.  *31.2    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-A.  *31.3    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-B.  *31.4    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-B.  *31.5    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-C.  *31.6    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-C.  *31.7    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-D.  *31.8    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-D.  *31.9    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-E.  *31.10   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-E.  *31.11   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-F.  *31.12   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-F.  *31.13   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-G.                                         F-101     *31.14   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-G.  *31.15   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-H.  *31.16   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-H.  *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 II-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 II-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 II-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 II-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 II-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 II-F.  *32.7    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant          to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy          Income Limited Partnership II-G.  *32.8    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant          to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy          Income Limited Partnership II-H.                                         F-102              All other Exhibits are omitted as inapplicable.           ----------          *Filed herewith.                                        F-103     EX-4.7 2 exh4-7.txt AMENDMENT                                     EXHIBIT 4.7                                 Sixth Amendment to                Agreement and Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-A         This Sixth Amendment to Agreement and  Certificate of Limited  Partnership of Geodyne Energy Income Limited Partnership II-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 July 22, 1987, Geodyne  Properties,  Inc.  ("Properties"),  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,  Properties executed and entered into that certain First Amendment to the Agreement  whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income Limited Partnership II-A" to "Geodyne  Energy  Income  Limited  Partnership  II-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 4th, 1993,  Properties  executed and entered into that certain Second Amendment to the Agreement whereby it amended certain  provisions 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,   Properties  merged  with  and  into  Geodyne  Resources,   Inc. ("Resources"), its parent corporation, effective June 30, 1996; and        WHEREAS,  on  July  1,  1996,  Resources,   as  successor  via  merger  to Properties,  executed and entered into, as General  Partner,  that certain Third Amendment  to the  Agreement  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 14, 2001,  Resources  executed and entered into that certain Fourth  Amendment to the Agreement  whereby the term of the  partnership was extended for an additional two years, until December 31, 2003; and        WHEREAS on November  18,  2003,  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 31, 2005; and                                        -1-           WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the General  Partner may extend the term of the  Partnership for up to three 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,  Section 11.1 of the Agreement  provides that the general partner of the partnership (the "General  Partner") may, without prior notice or consent of any Unit Holder (as defined in the  Agreement),  amend any  provision of this Agreement if, in its opinion,  such amendment  does not have a material  adverse effect upon the Unit Holders; 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             December 31, 2007,  provided that the General Partner may extend the             term of the  Partnership  for up to two periods of two years each 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 the 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-4.12 3 exh4-12.txt AMENDMENT                                    EXHIBIT 4.12                                 Fifth Amendment to                               Amended and Restated                       Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-A        The undersigned,  desiring to amend its amended and restated  certificate of limited  partnership  pursuant  to the  Oklahoma  Revised  Uniform  Limited Partnership Act, as amended,  Okla.  Stat. tit. 54 (1993),  Section 301 et seq (the "Act"), do hereby state:  1.    The name of the  limited  partnership  is Geodyne  Energy  Income  Limited       Partnership II-A.  2.    The dates of filing of the  Certificate  of  Limited  Partnership  and all       amendments thereto are as follows:  Name                                                              Date Agreement and Certificate of Limited Partnership                  7/23/87 Amended and Restated Certificate of Limited       Partnership                                                 3/10/89 First Amendment to Amended and Restated Certificate       of Limited Partnership                                      2/25/93 Second Amendment to Amended and Restated Certificate       of Limited Partnership                                      7/19/96 Third Amendment to Amended and Restated Certificate       of Limited Partnership                                      11/21/01 Fourth Amendment to Amended and Restated Certificate       of Limited Partnership                                      11/24/03  3.  The  Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited Partnership  dated November 21, 2003,  and filed with the Oklahoma  Secretary of State on November 24,  2003,  stated that the latest date upon which the limited partnership  is to dissolve is December  31,  2005.  Pursuant to its terms,  the Agreement  and  Certificate  of  Limited  Partnership  dated  March 4, 1986 (the "Partnership  Agreement")  was  amended on October 27,  2005,  to state that the latest date upon which the  Partnership  is to dissolve  is December  31,  2007, provided that the General  Partner may extend the term of the Partnership for up to two  additional  periods of two years each pursuant to the  provisions of the Partnership Agreement.        Therefore,  the Amended and Restated Certificate of Limited Partnership is hereby  revised  to state that the latest  date on which the  Partnership  is to dissolve  is  December  31,  2007,  subject  to  extension  as set  forth in the Partnership's Partnership Agreement.        DATED:  October 27, 2005.                                      GEODYNE RESOURCES, INC.                                     General Partner                                       By:   //s// Dennis R. Neill                                           ---------------------------                                           Dennis R. Neill, President     EX-4.19 4 exh4-19.txt AMENDMENT                                    EXHIBIT 4.19                                 Sixth Amendment to                Agreement and Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-B         This Sixth Amendment to Agreement and  Certificate of Limited  Partnership of Geodyne Energy Income Limited Partnership II-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 October 14, 1987, Geodyne Properties, Inc. ("Properties"),  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,  Properties executed and entered into that certain First Amendment to the Agreement  whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income Limited Partnership II-B" to "Geodyne  Energy  Income  Limited  Partnership  II-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 4th, 1993,  Properties  executed and entered into that certain Second Amendment to the Agreement whereby it amended certain  provisions 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,   Properties  merged  with  and  into  Geodyne  Resources,   Inc. ("Resources"), its parent corporation, effective June 30, 1996; and        WHEREAS,  on  July  1,  1996,  Resources,   as  successor  via  merger  to Properties,  executed and entered into, as General  Partner,  that certain Third Amendment  to the  Agreement  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 14, 2001,  Resources  executed and entered into that certain Fourth  Amendment to the Agreement  whereby the term of the  partnership was extended for an additional two years, until December 31, 2003; and        WHEREAS,  on November 18, 2003,  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 31, 2005; and                                        -1-            WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the General  Partner may extend the term of the  Partnership for up to three 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,  Section 11.1 of the Agreement  provides that the General Partner may, without prior notice or consent of any Unit Holder,  amend any provision of this  Agreement  if, in its  opinion,  such  amendment  does not have a material adverse effect upon the Unit Holders; 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             December 31, 2007,  provided that the General Partner may extend the             term of the  Partnership  for up to two periods of two years each 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 the 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-4.24 5 exh4-24.txt AMENDMENT                                    EXHIBIT 4.24                                 Fifth Amendment to                               Amended and Restated                       Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-B         The undersigned,  desiring to amend its amended and restated  certificate of limited  partnership  pursuant  to the  Oklahoma  Revised  Uniform  Limited Partnership Act, as amended,  Okla.  Stat. tit. 54 (1993),  Section 301 et seq (the "Act"), do hereby state:  1.    The name of the  limited  partnership  is Geodyne  Energy  Income  Limited       Partnership II-B.  2.    The dates of filing of the  Certificate  of  Limited  Partnership  and all       amendments thereto are as follows:  Name                                                              Date Agreement and Certificate of Limited Partnership                  11/6/87 Amended and Restated Certificate of Limited       Partnership                                                 3/10/89 First Amendment to Amended and Restated Certificate       of Limited Partnership                                      2/25/93 Second Amendment to Amended and Restated Certificate       of Limited Partnership                                      7/19/96 Third Amendment to Amended and Restated Certificate       of Limited Partnership                                      11/21/01 Fourth Amendment to Amended and Restated Certificate       of Limited Partnership                                      11/24/03  3.  The  Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited Partnership  dated November 21, 2003,  and filed with the Oklahoma  Secretary of State on November 24,  2003,  stated that the latest date upon which the limited partnership  is to dissolve is December  31,  2005.  Pursuant to its terms,  the Agreement and  Certificate  of Limited  Partnership  dated October 14, 1987 (the "Partnership  Agreement")  was  amended on October 27,  2005,  to state that the latest date upon which the  Partnership  is to dissolve  is December  31,  2007, provided that the General  Partner may extend the term of the Partnership for up to two  additional  periods of two years each pursuant to the  provisions of the Partnership Agreement.        Therefore,  the Amended and Restated Certificate of Limited Partnership is hereby  revised  to state that the latest  date on which the  Partnership  is to dissolve  is  December  31,  2007,  subject  to  extension  as set  forth in the Partnership's Partnership Agreement.        DATED:  October 27, 2005.                                      GEODYNE RESOURCES, INC.                                     General Partner                                       By:   //s// Dennis R. Neill                                           ---------------------------                                           Dennis R. Neill, President      EX-4.31 6 exh4-31.txt AMENDMENT                                    EXHIBIT 4.31                                 Sixth Amendment to                Agreement and Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-C         This Sixth Amendment to Agreement and  Certificate of Limited  Partnership of Geodyne Energy Income Limited Partnership II-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 January 13, 1988, Geodyne Properties, Inc. ("Properties"),  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,  Properties executed and entered into that certain  First  Amendment  to  Agreement  whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income Limited Partnership II-C" to "Geodyne  Energy  Income  Limited  Partnership  II-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 4th, 1993,  Properties  executed and entered into that certain Second Amendment to the Agreement whereby it amended certain  provisions 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,   Properties  merged  with  and  into  Geodyne  Resources,   Inc. ("Resources"), its parent corporation, effective June 30, 1996; and        WHEREAS,  on  July  1,  1996,  Resources,   as  successor  via  merger  to Properties,  executed and entered into, as General  Partner,  that certain Third Amendment  to the  Agreement  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 14, 2001,  Resources  executed and entered into that certain Fourth  Amendment to the Agreement  whereby the term of the  partnership was extended for an additional two years, until December 31, 2003; and        WHEREAS,  on November 18, 2003,  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 31, 2005; and                                        -1-           WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2003,  provided  that the General  Partner may extend the term of the  Partnership for up to three 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,  Section 11.1 of the Agreement  provides that the general partner of the partnership (the "General  Partner") may, without prior notice or consent of any Unit Holder (as defined in the  Agreement),  amend any  provision of this Agreement if, in its opinion,  such amendment  does not have a material  adverse effect upon the Unit Holders; 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             December 31, 2005,  provided that the General Partner may extend the             term of the  Partnership  for up to two periods of two years each 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 the 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-4.36 7 exh4-36.txt AMENDMENT                                    EXHIBIT 4.36                                 Fifth Amendment to                               Amended and Restated                       Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-C         The undersigned,  desiring to amend its amended and restated  certificate of limited  partnership  pursuant  to the  Oklahoma  Revised  Uniform  Limited Partnership Act, as amended,  Okla.  Stat. tit. 54 (1993),  Section 301 et seq (the "Act"), do hereby state:  1.  The  name of the  limited  partnership  is  Geodyne  Energy  Income  Limited Partnership II-C.  2. The  dates of  filing  of the  Certificate  of  Limited  Partnership  and all amendments thereto are as follows:  Name                                                               Date Agreement and Certificate of Limited Partnership                   1/14/88 Amended and Restated Certificate of Limited       Partnership                                                  3/10/89 First Amendment to Amended and Restated Certificate       of Limited Partnership                                       2/25/93 Second Amendment to Amended and Restated Certificate       of Limited Partnership                                       7/19/96 Third Amendment to Amended and Restated Certificate       of Limited Partnership                                       11/21/01 Fourth Amendment to Amended and Restated Certificate       of Limited Partnership                                       11/21/03  3.  The  Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited Partnership  dated November 21, 2001,  and filed with the Oklahoma  Secretary of State on November 24,  2001,  stated that the latest date upon which the limited partnership  is to dissolve is December  31,  2003.  Pursuant to its terms,  the Agreement and  Certificate  of Limited  Partnership  dated January 13, 1988 (the "Partnership  Agreement")  was  amended on October 27,  2005,  to state that the latest date upon which the  Partnership  is to dissolve  is December  31,  2007, provided that the General  Partner may extend the term of the Partnership for up to two  additional  periods of two years each pursuant to the  provisions of the Partnership Agreement.        Therefore,  the Amended and Restated Certificate of Limited Partnership is hereby  revised  to state that the latest  date on which the  Partnership  is to dissolve  is  December  31,  2007,  subject  to  extension  as set  forth in the Partnership's Partnership Agreement.        DATED:  October 27, 2005.                                      GEODYNE RESOURCES, INC.                                     General Partner                                       By:   //s// Dennis R. Neill                                           ---------------------------                                           Dennis R. Neill, President      EX-4.43 8 exh4-43.txt AMENDMENT                                    EXHIBIT 4.43                                 Sixth Amendment to                Agreement and Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-D         This Sixth Amendment to Agreement and  Certificate of Limited  Partnership of Geodyne Energy Income Limited Partnership II-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 May 10, 1988, Geodyne  Properties,  Inc.  ("Properties"),  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,  Properties executed and entered into that certain First Amendment to the Agreement  whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income Limited Partnership II-D" to "Geodyne  Energy  Income  Limited  Partnership  II-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 4th, 1993,  Properties  executed and entered into that certain Second Amendment to the Agreement whereby it amended certain  provisions 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,   Properties  merged  with  and  into  Geodyne  Resources,   Inc. ("Resources"), its parent corporation, effective June 30, 1996; and        WHEREAS,  on  July  1,  1996,  Resources,   as  successor  via  merger  to Properties,  executed and entered into, as General  Partner,  that certain Third Amendment  to the  Agreement  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 14, 2001,  Resources  executed and entered into that certain Fourth  Amendment to the Agreement  whereby the term of the  partnership was extended for an additional two years, until December 31, 2003; and        WHEREAS,  on November 18, 2005,  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 31, 2005; and                                        -1-            WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the General  Partner may extend the term of the  Partnership for up to three 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,  Section 11.1 of the Agreement  provides that the general partner of the partnership (the "General  Partner") may, without prior notice or consent of any Unit Holder (as defined in the  Agreement),  amend any  provision of this Agreement if, in its opinion,  such amendment  does not have a material  adverse effect upon the Unit Holders; 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             December 31, 2007,  provided that the General Partner may extend the             term of the  Partnership  for up to two periods of two years each 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 the 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-4.48 9 exh4-48.txt AMENDMENT                                    EXHIBIT 4.48                                 Fifth Amendment to                               Amended and Restated                       Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-D         The undersigned,  desiring to amend its amended and restated  certificate of limited  partnership  pursuant  to the  Oklahoma  Revised  Uniform  Limited Partnership Act, as amended,  Okla.  Stat. tit. 54 (1993),  Section 301 et seq (the "Act"), do hereby state:  1.  The  name of the  limited  partnership  is  Geodyne  Energy  Income  Limited Partnership II-D.  2. The  dates of  filing  of the  Certificate  of  Limited  Partnership  and all amendments thereto are as follows:  Name                                                              Date Agreement and Certificate of Limited Partnership                  5/13/88 Amended and Restated Certificate of Limited       Partnership                                                 3/10/89 First Amendment to Amended and Restated Certificate       of Limited Partnership                                      2/25/93 Second Amendment to Amended and Restated Certificate       of Limited Partnership                                      7/19/96 Third Amendment to Amended and Restated Certificate       of Limited Partnership                                      11/21/01 Fourth Amendment to Amended and Restated Certificate       of Limited Partnership                                      11/24/05  3.  The  Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited Partnership  dated November 21, 2003,  and filed with the Oklahoma  Secretary of State on November 24,  2003,  stated that the latest date upon which the limited partnership  is to dissolve is December  31,  2005.  Pursuant to its terms,  the Agreement  and  Certificate  of  Limited  Partnership  dated  May 10,  1988 (the "Partnership  Agreement")  was  amended on October 27,  2005,  to state that the latest date upon which the  Partnership  is to dissolve  is December  31,  2007, provided that the General  Partner may extend the term of the Partnership for up to two  additional  periods of two years each pursuant to the  provisions of the Partnership Agreement.        Therefore,  the Amended and Restated Certificate of Limited Partnership is hereby  revised  to state that the latest  date on which the  Partnership  is to dissolve  is  December  31,  2007,  subject  to  extension  as set  forth in the Partnership's Partnership Agreement.        DATED:  October 27, 2005.                                      GEODYNE RESOURCES, INC.                                     General Partner                                       By:   //s// Dennis R. Neill                                           ---------------------------                                           Dennis R. Neill, President      EX-4.56 10 exh4-56.txt AMENDMENT                                      EXHIBIT 4.56                                Seventh Amendment to                Agreement and Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-E           This Seventh Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-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 September 27, 1988, Geodyne Properties,  Inc.  ("Properties"), 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,  Properties executed and entered into that certain First Amendment to the Agreement  whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income Limited Partnership II-E" to "Geodyne  Energy  Income  Limited  Partnership  II-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,  Properties  executed  and entered  into that certain Second Amendment to the Agreement whereby it amended certain  provisions 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,  Properties  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  with Properties,  executed  and entered  into that  certain  Fourth  Amendment to the Agreement  whereby it  amended  the  Agreement  to provide  that  Resources,  as successor via merger with Properties,  is the general partner of the partnership (the "General Partner") of the Partnership; and       WHEREAS,  on November  14, 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 December 31, 2003; and                                        -1-           WHEREAS,  on November  18, 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 December 31, 2005; and        WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the General  Partner may extend the term of the  Partnership for up to three 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,  Section 11.1 of the Agreement  provides that the General Partner may,  without  prior  notice or  consent of any Unit  Holder (as  defined in the Agreement),  amend any  provision of this  Agreement  if, in its  opinion,  such amendment does not have a material adverse effect upon the Unit Holders; 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             December 31, 2007,  provided that the General Partner may extend the             term of the  Partnership  for up to two periods of two years each 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 the 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-4.61 11 exh4-61.txt AMENDMENT                                    EXHIBIT 4.61                                 Fifth Amendment to                               Amended and Restated                       Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-E         The undersigned,  desiring to amend its amended and restated  certificate of limited  partnership  pursuant  to the  Oklahoma  Revised  Uniform  Limited Partnership Act, as amended,  Okla.  Stat. tit. 54 (1993),  Section 301 et seq (the "Act"), do hereby state:  1.  The  name of the  limited  partnership  is  Geodyne  Energy  Income  Limited Partnership II-E.  2. The  dates of  filing  of the  Certificate  of  Limited  Partnership  and all amendments thereto are as follows:  Name                                                              Date Agreement and Certificate of Limited Partnership                  9/28/88 Amended and Restated Certificate of Limited       Partnership                                                 3/10/89 First Amendment to Amended and Restated Certificate       of Limited Partnership                                      2/25/93 Second Amendment to Amended and Restated Certificate       of Limited Partnership                                      7/19/96 Third Amendment to Amended and Restated Certificate       of Limited Partnership                                      11/21/01 Fourth Amendment to Amended and Restated Certificate       of Limited Partnership                                      11/24/03  3.  The  Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited Partnership  dated November 21, 2003,  and filed with the Oklahoma  Secretary of State on November 24,  2003,  stated that the latest date upon which the limited partnership  is to dissolve is December  31,  2005.  Pursuant to its terms,  the Agreement and Certificate of Limited  Partnership  dated September 27, 1988 (the "Partnership  Agreement")  was  amended on October 27,  2005,  to state that the latest date upon which the  Partnership  is to dissolve  is December  31,  2007, provided that the General  Partner may extend the term of the Partnership for up to two  additional  periods of two years each pursuant to the  provisions of the Partnership Agreement.        Therefore,  the Amended and Restated Certificate of Limited Partnership is hereby  revised  to state that the latest  date on which the  Partnership  is to dissolve  is  December  31,  2007,  subject  to  extension  as set  forth in the Partnership's Partnership Agreement.        DATED:  October 27, 2005.                                      GEODYNE RESOURCES, INC.                                     General Partner                                       By:   //s// Dennis R. Neill                                           ---------------------------                                           Dennis R. Neill, President      EX-4.70 12 exh4-70.txt AMENDMENT                                    EXHIBIT 4.70                                Seventh Amendment to                Agreement and Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-F           This Seventh Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-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 January 5, 1989, Geodyne Properties,  Inc. ("Properties"),  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,  Properties executed and entered into that certain First Amendment to the Agreement  whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income Limited Partnership II-F" to "Geodyne  Energy  Income  Limited  Partnership  II-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,  Properties  executed  and entered  into that certain Second Amendment to the Agreement whereby it amended certain  provisions 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,  Properties  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  with Properties,  executed  and entered  into that  certain  Fourth  Amendment to the Agreement  whereby it  amended  the  Agreement  to provide  that  Resources,  as successor via merger with Properties,  is the general partner of the partnership (the "General Partner") of the Partnership; and       WHEREAS,  on November  14, 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 December 31, 2003, and              WHEREAS,  on November 18, 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 December 31, 2005; and        WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the General  Partner may extend the term of the  Partnership for up to three 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,  Section 11.1 of the Agreement  provides that the General Partner may,  without  prior  notice or  consent of any Unit  Holder (as  defined in the Agreement),  amend any  provision of this  Agreement  if, in its  opinion,  such amendment does not have a material adverse effect upon the Unit Holders; 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             December 31, 2007,  provided that the General Partner may extend the             term of the  Partnership  for up to two periods of two years each 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 the 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     EX-4.74 13 exh4-74.txt AMENDMENT                                    EXHIBIT 4.74                                 Fifth Amendment to                               Amended and Restated                       Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-F         The undersigned,  desiring to amend its amended and restated  certificate of limited  partnership  pursuant  to the  Oklahoma  Revised  Uniform  Limited Partnership Act, as amended,  Okla.  Stat. tit. 54 (1993),  Section 301 et seq (the "Act"), do hereby state:  1.  The  name of the  limited  partnership  is  Geodyne  Energy  Income  Limited Partnership II-F.  2. The  dates of  filing  of the  Certificate  of  Limited  Partnership  and all amendments thereto are as follows:  Name                                                                 Date Agreement and Certificate of Limited Partnership                     1/10/89 Amended and Restated Certificate of Limited Partnership              3/10/89 First Amendment to Amended and Restated Certificate       of Limited Partnership                                         2/25/93 Second Amendment to Amended and Restated Certificate       of Limited Partnership                                         7/19/96 Third Amendment to Amended and Restated Certificate       of Limited Partnership                                         11/21/01 Fourth Amendment to Amended and Restated Certificate       of Limited Partnership                                         11/24/03  3.  The  Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited Partnership  dated November 21, 2003,  and filed with the Oklahoma  Secretary of State on November 24,  2003,  stated that the latest date upon which the limited partnership  is to dissolve is December  31,  2005.  Pursuant to its terms,  the Agreement  and  Certificate  of Limited  Partnership  dated January 5, 1989 (the "Partnership  Agreement")  was  amended on October 27,  2005,  to state that the latest date upon which the  Partnership  is to dissolve  is December  31,  2007, provided that the General  Partner may extend the term of the Partnership for up to two  additional  periods of two years each pursuant to the  provisions of the Partnership Agreement.        Therefore,  the Amended and Restated Certificate of Limited Partnership is hereby  revised  to state that the latest  date on which the  Partnership  is to dissolve  is  December  31,  2007,  subject  to  extension  as set  forth in the Partnership's Partnership Agreement.        DATED:  October 27, 2005.                                      GEODYNE RESOURCES, INC.                                     General Partner                                       By:   //s// Dennis R. Neill                                           ---------------------------                                           Dennis R. Neill, President      EX-4.83 14 exh4-83.txt AMENDMENT                                    EXHIBIT 4.83                                Seventh Amendment to                Agreement and Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-G          This Seventh Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G (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 April 10, 1989, Geodyne Properties,  Inc.  ("Properties"),  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,  Properties executed and entered into that certain First Amendment to the Agreement  whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income Limited Partnership II-G" to "Geodyne  Energy  Income  Limited  Partnership  II-G",  (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,  Properties  executed  and entered  into that certain Second Amendment to the Agreement whereby it amended certain  provisions 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,  Properties  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  with Properties,  executed  and entered  into that  certain  Fourth  Amendment to the Agreement  whereby it  amended  the  Agreement  to provide  that  Resources,  as successor via merger with Properties,  is the general partner of the partnership (the "General Partner") of the Partnership; and       WHEREAS,  on November  14, 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 December 31, 2003; and                                        -1-           WHEREAS,  on November 18, 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 December 31, 2005; and        WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the General  Partner may extend the term of the  Partnership for up to three 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,  Section 11.1 of the Agreement  provides that the General Partner may,  without  prior  notice or  consent of any Unit  Holder (as  defined in the Agreement),  amend any  provision of this  Agreement  if, in its  opinion,  such amendment does not have a material adverse effect upon the Unit Holders; 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             December 31, 2007,  provided that the General Partner may extend the             term of the  Partnership  for up to two periods of two years each 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 the 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-4.87 15 exh4-87.txt AMENDMENT                                    Exhibit 4.87                                 Fifth Amendment to                               Amended and Restated                       Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-G        The undersigned,  desiring to amend its amended and restated  certificate of limited  partnership  pursuant  to the  Oklahoma  Revised  Uniform  Limited Partnership Act, as amended,  Okla.  Stat. tit. 54 (1993),  Section 301 et seq (the "Act"), do hereby state:  1.  The  name of the  limited  partnership  is  Geodyne  Energy  Income  Limited Partnership II-G.  2. The  dates of  filing  of the  Certificate  of  Limited  Partnership  and all amendments thereto are as follows:  Name                                                               Date Agreement and Certificate of Limited Partnership                   4/17/89 Amended and Restated Certificate of Limited       Partnership                                                  3/10/89 First Amendment to Amended and Restated Certificate       of Limited Partnership                                       2/25/93 Second Amendment to Amended and Restated Certificate       of Limited Partnership                                       7/19/96 Third Amendment to Amended and Restated Certificate       of Limited Partnership                                       11/21/01 Fourth Amendment to Amended and Restated Certificate       of Limited Partnership                                       11/24/03  3.  The  Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited Partnership  dated November 21, 2003,  and filed with the Oklahoma  Secretary of State on November 24,  2003,  stated that the latest date upon which the limited partnership  is to dissolve is December  31,  2005.  Pursuant to its terms,  the Agreement  and  Certificate  of Limited  Partnership  dated  April 10, 1989 (the "Partnership  Agreement")  was  amended on October 27,  2005,  to state that the latest date upon which the  Partnership  is to dissolve  is December  31,  2007, provided that the General  Partner may extend the term of the Partnership for up to two  additional  periods of two years each pursuant to the  provisions of the Partnership Agreement.        Therefore,  the Amended and Restated Certificate of Limited Partnership is hereby  revised  to state that the latest  date on which the  Partnership  is to dissolve  is  December  31,  2007,  subject  to  extension  as set  forth in the Partnership's Partnership Agreement.        DATED:  October 27, 2005.                                      GEODYNE RESOURCES, INC.                                     General Partner                                       By:   //s// Dennis R. Neill                                           ---------------------------                                           Dennis R. Neill, President      EX-4.96 16 exh4-96.txt AMENDMENT                                    EXHIBIT 4.96                                Seventh Amendment to                Agreement and Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-H         This Seventh Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H (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 May 17, 1989, Geodyne  Properties,  Inc.  ("Properties"),  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,  Properties executed and entered into that certain First Amendment to the Agreement  whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income Limited Partnership II-H" to "Geodyne  Energy  Income  Limited  Partnership  II-H",  (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,  Properties  executed  and entered  into that certain Second Amendment to the Agreement whereby it amended certain  provisions 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,  Properties  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  with Properties,  executed  and entered  into that  certain  Fourth  Amendment to the Agreement  whereby it  amended  the  Agreement  to provide  that  Resources,  as successor via merger with Properties,  is the general partner of the partnership (the "General Partner") of the Partnership; and       WHEREAS,  on November  14, 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 December 31, 2003; and                                        -1-           WHEREAS,  on November 18, 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 December 31, 2005; and        WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the General  Partner may extend the term of the  Partnership for up to three 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,  Section 11.1 of the Agreement  provides that the General Partner may,  without  prior  notice or  consent of any Unit  Holder (as  defined in the Agreement),  amend any  provision of this  Agreement  if, in its  opinion,  such amendment does not have a material adverse effect upon the Unit Holders; 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             December 31, 2007,  provided that the General Partner may extend the             term of the  Partnership  for up to two periods of two years each 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 the 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-4.100 17 exh4-100.txt AMENDMENT                                    EXHIBIT 4.100                                 Fifth Amendment to                               Amended and Restated                       Certificate of Limited Partnership of                  Geodyne Energy Income Limited Partnership II-H        The undersigned,  desiring to amend its amended and restated  certificate of limited  partnership  pursuant  to the  Oklahoma  Revised  Uniform  Limited Partnership Act, as amended,  Okla.  Stat. tit. 54 (1993),  Section 301 et seq (the "Act"), do hereby state:  1.  The  name of the  limited  partnership  is  Geodyne  Energy  Income  Limited Partnership II-H.  2. The  dates of  filing  of the  Certificate  of  Limited  Partnership  and all amendments thereto are as follows:  Name                                                               Date Agreement and Certificate of Limited Partnership                   5/19/89 Amended and Restated Certificate of Limited       Partnership                                                  3/10/89 First Amendment to Amended and Restated Certificate       of Limited Partnership                                       2/25/93 Second Amendment to Amended and Restated Certificate       of Limited Partnership                                       7/19/96 Third Amendment to Amended and Restated Certificate       of Limited Partnership                                       11/21/01 Fourth Amendment to Amended and Restated Certificate       of Limited Partnership                                       11/24/03  3.  The  Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited Partnership  dated November 21, 2003,  and filed with the Oklahoma  Secretary of State on November 24,  2003,  stated that the latest date upon which the limited partnership  is to dissolve is December  31,  2005.  Pursuant to its terms,  the Agreement  and  Certificate  of  Limited  Partnership  dated  May 17,  1989 (the "Partnership  Agreement")  was  amended on October 27,  2005,  to state that the latest date upon which the  Partnership  is to dissolve  is December  31,  2007, provided that the General  Partner may extend the term of the Partnership for up to two  additional  periods of two years each pursuant to the  provisions of the Partnership Agreement.        Therefore,  the Amended and Restated Certificate of Limited Partnership is hereby  revised  to state that the latest  date on which the  Partnership  is to dissolve  is  December  31,  2007,  subject  to  extension  as set  forth in the Partnership's Partnership Agreement.        DATED:  October 27, 2005.                                      GEODYNE RESOURCES, INC.                                     General Partner                                       By:   //s// Dennis R. Neill                                           ---------------------------                                           Dennis R. Neill, President      EX-10.6 18 exh10-6.txt AMENDMENT                                    EXHIBIT 10.6                                 FIFTH AMENDMENT TO                             AGREEMENT OF PARTNERSHIP                        GEODYNE PRODUCTION PARTNERSHIP II-A          This Fifth  Amendment to Agreement of  Partnership  of Geodyne  Production Partnership  II-A (the  "Partnership")  is entered  into by and between  Geodyne Resources,  Inc.  ("Resources"),  a Delaware corporation,  as successor Managing Partner, and Geodyne Energy Income Limited Partnership II-A ("Geodyne II-A"), as General Partner.        WHEREAS, on July 22, 1987, Geodyne Production Company  ("Production"),  as Managing  Partner,  and Geodyne II-A, as General  Partner,  executed and entered into that certain Agreement of Partnership of PaineWebber/Geodyne  Energy Income Production Partnership II-A (the "Agreement"); and        WHEREAS,  on February 26, 1993,  Production  and Geodyne II-A executed and entered into that certain First  Amendment to Agreement,  whereby it changed (i) the name of the Partnership from  "PW/Geodyne  Production  Partnership  II-A" to "Geodyne  Production  Partnership  II-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,   Production   merged  with  and  into   Resources,   its  parent corporation, effective June 30, 1996; and        WHEREAS, on July 1, 1996, Production,  Resources and Geodyne II-A executed and  entered  into that  certain  Second  Amendment  to  Agreement,  whereby all references to Production as Managing  Partner were amended to reflect,  instead, Resources as Managing Partner; and        WHEREAS,  on November 14, 2001,  Resources  executed and entered into that certain Third  Amendment to Agreement  whereby the term of the  partnership  was extended for an additional two years, until December 31, 2003; and        WHEREAS,  on November 18, 2005,  Resources  executed and entered into that certain Fourth  Amendment to Agreement  whereby the term of the  partnership was extended for an additional two years, until December 31, 2005; and                                        -1-           WHEREAS,  Section 10.1 of the Agreement provides that the managing partner of the partnership (the "Managing Partner") may, without prior notice or consent of any other Partner (as defined in the Agreement),  amend any provision of this Agreement if, in its opinion,  such amendment  does not have a material  adverse effect upon the Limited Partnership (as defined in the Agreement); and        WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the Managing  Partner may extend the term of the Partnership for up to three periods of two years each or until  dissolution prior thereto pursuant to the provisions of the Agreement; and        WHEREAS,  Resources has elected to extend the life of the  Partnership  an additional two years.        NOW,  THEREFORE,  be it resolved  that  Section 2.3 is hereby  amended and rested as follows:              The Production  Partnership shall continue in force and effect until       December 31, 2007, provided that the Managing Partner may extend such term       for up to two  periods  of two  years  each,  or until  dissolution  prior       thereto pursuant to the provisions thereof.         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as Managing Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                         Geodyne Energy Income Limited                                        Partnership II-A                                        as General Partner                                         By Geodyne Resources, Inc.                                           General Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                        -2-    EX-10.12 19 exh10-12.txt AMENDMENT                                    EXHIBIT 10.12                                 FIFTH AMENDMENT TO                             AGREEMENT OF PARTNERSHIP                        GEODYNE PRODUCTION PARTNERSHIP II-B          This Fifth  Amendment to Agreement of  Partnership  of Geodyne  Production Partnership  II-B (the  "Partnership")  is entered  into by and between  Geodyne Resources,  Inc.  ("Resources"),  a Delaware corporation,  as successor Managing Partner, and Geodyne Energy Income Limited Partnership II-B ("Geodyne II-B"), as General Partner.        WHEREAS,  on October 14, 1987, Geodyne Production Company  ("Production"), as Managing Partner, and Geodyne II-B, as General Partner,  executed and entered into that certain Agreement of Partnership of PaineWebber/Geodyne  Energy Income Production Partnership II-B (the "Agreement"); and        WHEREAS,  on February 26, 1993,  Production  and Geodyne II-B executed and entered into that certain First  Amendment to Agreement,  whereby it changed (i) the name of the Partnership from  "PW/Geodyne  Production  Partnership  II-B" to "Geodyne  Production  Partnership  II-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,   Production   merged  with  and  into   Resources,   its  parent corporation, effective June 30, 1996; and        WHEREAS, on July 1, 1996, Production,  Resources and Geodyne II-B executed and  entered  into that  certain  Second  Amendment  to  Agreement,  whereby all references to Production as Managing  Partner were amended to reflect,  instead, Resources as Managing Partner; and        WHEREAS,  on November 14, 2001,  Resources  executed and entered into that certain Third  Amendment to Agreement  whereby the term of the  partnership  was extended for an additional two years, until December 31, 2003; and        WHEREAS,  on November 18, 2003,  Resources  executed and entered into that certain Fourth  Amendment to Agreement  whereby the term of the  partnership was extended for an additional two years, until December 31, 2005; and        WHEREAS,  Section 10.1 of the Agreement provides that the managing partner of the partnership (the "Managing Partner") may, without prior notice or consent of any other Partner (as defined in the Agreement),  amend any provision of this Agreement if, in its opinion,  such amendment  does not have a material  adverse effect upon the Limited Partnership (as defined in the Agreement); and                                        -1-           WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the Managing  Partner may extend the term of the Partnership for up to three periods of two years each or until  dissolution prior thereto pursuant to the provisions of the Agreement; and        WHEREAS,  Resources has elected to extend the life of the  Partnership  an additional two years.        NOW,  THEREFORE,  be it resolved  that  Section 2.3 is hereby  amended and rested as follows:              The Production  Partnership shall continue in force and effect until       December 31, 2007, provided that the Managing Partner may extend such term       for up to two  periods  of two  years  each,  or until  dissolution  prior       thereto pursuant to the provisions thereof.         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as Managing Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                         Geodyne Energy Income Limited                                        Partnership II-B                                        as General Partner                                         By Geodyne Resources, Inc.                                           General Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                         -2-    EX-10.18 20 exh10-18.txt AMENDMENT                                    EXHIBIT 10.18                                 FIFTH AMENDMENT TO                             AGREEMENT OF PARTNERSHIP                        GEODYNE PRODUCTION PARTNERSHIP II-C          This Fifth  Amendment to Agreement of  Partnership  of Geodyne  Production Partnership  II-C (the  "Partnership")  is entered  into by and between  Geodyne Resources,  Inc.  ("Resources"),  a Delaware corporation,  as successor Managing Partner, and Geodyne Energy Income Limited Partnership II-C ("Geodyne II-C"), as General Partner.        WHEREAS,  on January 13, 1988, Geodyne Production Company  ("Production"), as Managing Partner, and Geodyne II-C, as General Partner,  executed and entered into that certain Agreement of Partnership of PaineWebber/Geodyne  Energy Income Production Partnership II-C (the "Agreement"); and        WHEREAS,  on February 26, 1993,  Production  and Geodyne II-C executed and entered into that certain First  Amendment to Agreement,  whereby it changed (i) the name of the Partnership from  "PW/Geodyne  Production  Partnership  II-C" to "Geodyne  Production  Partnership  II-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,   Production   merged  with  and  into   Resources,   its  parent corporation, effective June 30, 1996; and        WHEREAS, on July 1, 1996, Production,  Resources and Geodyne II-C executed and  entered  into that  certain  Second  Amendment  to  Agreement,  whereby all references to Production as Managing  Partner were amended to reflect,  instead, Resources as Managing Partner; and        WHEREAS,  on November 14, 2001,  Resources  executed and entered into that certain Third  Amendment to Agreement  whereby the term of the  partnership  was extended for an additional two years, until December 31, 2003; and        WHEREAS,  on November 18, 2003,  Resources  executed and entered into that certain Fourth  Amendment to Agreement  whereby the term of the  partnership was extended for an additional two years, until December 31, 2005; and        WHEREAS,  Section 10.1 of the Agreement provides that the managing partner of the partnership (the "Managing Partner") may, without prior notice or consent of any other Partner (as defined in the Agreement),  amend any provision of this Agreement if, in its opinion,  such amendment  does not have a material  adverse effect upon the Limited Partnership (as defined in the Agreement); and                                        -1-           WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the Managing  Partner may extend the term of the Partnership for up to three periods of two years each or until  dissolution prior thereto pursuant to the provisions of the Agreement; and        WHEREAS,  Resources has elected to extend the life of the  Partnership  an additional two years.        NOW,  THEREFORE,  be it resolved  that  Section 2.3 is hereby  amended and rested as follows:              The Production  Partnership shall continue in force and effect until       December 31, 2007, provided that the Managing Partner may extend such term       for up to two  periods  of two  years  each,  or until  dissolution  prior       thereto pursuant to the provisions thereof.         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as Managing Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                         Geodyne Energy Income Limited                                        Partnership II-C                                        as General Partner                                         By Geodyne Resources, Inc.                                           General Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                         -2-    EX-10.24 21 exh10-24.txt AMENDMENT                                    EXHIBIT 10.24                                 FIFTH AMENDMENT TO                             AGREEMENT OF PARTNERSHIP                        GEODYNE PRODUCTION PARTNERSHIP II-D          This Fifth  Amendment to Agreement of  Partnership  of Geodyne  Production Partnership  II-D (the  "Partnership")  is entered  into by and between  Geodyne Resources,  Inc.  ("Resources"),  a Delaware corporation,  as successor Managing Partner, and Geodyne Energy Income Limited Partnership II-D ("Geodyne II-D"), as General Partner.        WHEREAS,  on May 10, 1988, Geodyne Production Company  ("Production"),  as Managing  Partner,  and Geodyne II-D, as General  Partner,  executed and entered into that certain Agreement of Partnership of PaineWebber/Geodyne  Energy Income Production Partnership II-D (the "Agreement"); and        WHEREAS,  on February 26, 1993,  Production  and Geodyne II-D executed and entered into that certain First  Amendment to Agreement,  whereby it changed (i) the name of the Partnership from  "PW/Geodyne  Production  Partnership  II-D" to "Geodyne  Production  Partnership  II-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,   Production   merged  with  and  into   Resources,   its  parent corporation, effective June 30, 1996; and        WHEREAS, on July 1, 1996, Production,  Resources and Geodyne II-D executed and  entered  into that  certain  Second  Amendment  to  Agreement,  whereby all references to Production as Managing  Partner were amended to reflect,  instead, Resources as Managing Partner; and        WHEREAS,  on November 14, 2001,  Resources  executed and entered into that certain Third  Amendment to Agreement  whereby the term of the  partnership  was extended for an additional two years, until December 31, 2003; and        WHEREAS,  on November 18, 2003,  Resources  executed and entered into that certain Fourth  Amendment to Agreement  whereby the term of the  partnership was extended for an additional two years, until December 31,2005; and        WHEREAS,  Section 10.1 of the Agreement provides that the managing partner of the partnership (the "Managing Partner") may, without prior notice or consent of any other Partner (as defined in the Agreement),  amend any provision of this Agreement if, in its opinion,  such amendment  does not have a material  adverse effect upon the Limited Partnership (as defined in the Agreement); and                                        -1-           WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the Managing  Partner may extend the term of the Partnership for up to three periods of two years each or until  dissolution prior thereto pursuant to the provisions of the Agreement; and        WHEREAS,  Resources has elected to extend the life of the  Partnership  an additional two years.        NOW,  THEREFORE,  be it resolved  that  Section 2.3 is hereby  amended and rested as follows:              The Production  Partnership shall continue in force and effect until       December 31, 2007, provided that the Managing Partner may extend such term       for up to two  periods  of two  years  each,  or until  dissolution  prior       thereto pursuant to the provisions thereof.         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as Managing Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                         Geodyne Energy Income Limited                                        Partnership II-D                                        as General Partner                                         By Geodyne Resources, Inc.                                           General Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                         -2-    EX-10.30 22 exh10-30.txt AMENDMENT                                    EXHIBIT 10.30                                 FIFTH AMENDMENT TO                             AGREEMENT OF PARTNERSHIP                        GEODYNE PRODUCTION PARTNERSHIP II-E          This Fifth  Amendment to Agreement of  Partnership  of Geodyne  Production Partnership  II-E (the  "Partnership")  is entered  into by and between  Geodyne Resources,  Inc.  ("Resources"),  a Delaware corporation,  as successor Managing Partner, and Geodyne Energy Income Limited Partnership II-E ("Geodyne II-E"), as General Partner.        WHEREAS, on September 27, 1988, Geodyne Production Company ("Production"), as Managing Partner, and Geodyne II-E, as General Partner,  executed and entered into that certain Agreement of Partnership of PaineWebber/Geodyne  Energy Income Production Partnership II-E (the "Agreement"); and        WHEREAS,  on February 26, 1993,  Production  and Geodyne II-E executed and entered into that certain First  Amendment to Agreement,  whereby it changed (i) the name of the Partnership from  "PW/Geodyne  Production  Partnership  II-E" to "Geodyne  Production  Partnership  II-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,   Production   merged  with  and  into   Resources,   its  parent corporation, effective June 30, 1996; and        WHEREAS, on July 1, 1996, Production,  Resources and Geodyne II-E executed and  entered  into that  certain  Second  Amendment  to  Agreement,  whereby all references to Production as Managing  Partner were amended to reflect,  instead, Resources as Managing Partner; and        WHEREAS,  Section 10.1 of the Agreement provides that the managing partner of the partnership (the "Managing Partner") may, without prior notice or consent of any other Partner (as defined in the Agreement),  amend any provision of this Agreement if, in its opinion,  such amendment  does not have a material  adverse effect upon the Limited Partnership (as defined in the Agreement); and        WHEREAS,  on November 14, 2001,  Resources  executed and entered into that certain Third  Amendment to Agreement  whereby the term of the  partnership  was extended for an additional two years, until December 31, 2003; and        WHEREAS,  on November 18, 2003,  Resources  executed and entered into that certain Fourth  Amendment to Agreement  whereby the term of the  partnership was extended for an additional two years, until December 31, 2005; and                                        -1-           WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the Managing  Partner may extend the term of the Partnership for up to three periods of two years each or until  dissolution prior thereto pursuant to the provisions of the Agreement; and        WHEREAS,  Resources has elected to extend the life of the  Partnership  an additional two years.        NOW,  THEREFORE,  be it resolved  that  Section 2.3 is hereby  amended and rested as follows:              The Production  Partnership shall continue in force and effect until       December 31, 2007, provided that the Managing Partner may extend such term       for up to two  periods  of two  years  each,  or until  dissolution  prior       thereto pursuant to the provisions thereof.         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th Day of October, 2005.                                         Geodyne Resources, Inc.                                        as Managing Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                         Geodyne Energy Income Limited                                        Partnership II-E                                        as General Partner                                         By Geodyne Resources, Inc.                                           General Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                          -2-    EX-10.36 23 exh10-36.txt AMENDMENT                                    EXHIBIT 10.36                                 FIFTH AMENDMENT TO                             AGREEMENT OF PARTNERSHIP                        GEODYNE PRODUCTION PARTNERSHIP II-F          This Fifth  Amendment to Agreement of  Partnership  of Geodyne  Production Partnership  II-F (the  "Partnership")  is entered  into by and between  Geodyne Resources,  Inc.  ("Resources"),  a Delaware corporation,  as successor Managing Partner, and Geodyne Energy Income Limited Partnership II-F ("Geodyne II-F"), as General Partner.        WHEREAS, on January 5, 1989, Geodyne Production Company ("Production"), as Managing  Partner,  and Geodyne II-F, as General  Partner,  executed and entered into that certain Agreement of Partnership of PaineWebber/Geodyne  Energy Income Production Partnership II-F (the "Agreement"); and        WHEREAS,  on February 26, 1993,  Production  and Geodyne II-F executed and entered into that certain First  Amendment to Agreement,  whereby it changed (i) the name of the Partnership from  "PW/Geodyne  Production  Partnership  II-F" to "Geodyne  Production  Partnership  II-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,   Production   merged  with  and  into   Resources,   its  parent corporation, effective June 30, 1996; and        WHEREAS, on July 1, 1996, Production,  Resources and Geodyne II-F executed and  entered  into that  certain  Second  Amendment  to  Agreement,  whereby all references to Production as Managing  Partner were amended to reflect,  instead, Resources as Managing Partner; and        WHEREAS,  on November 14, 2001,  Resources  executed and entered into that certain Third  Amendment to Agreement  whereby the term of the  partnership  was extended for an additional two years, until December 31, 2003; and        WHEREAS,  on November 18, 2003,  Resources  executed and entered into that certain Fourth  Amendment to Agreement  whereby the term of the  partnership was extended for an additional two years, until December 31, 2005; and        WHEREAS,  Section 10.1 of the Agreement provides that the managing partner of the partnership (the "Managing Partner") may, without prior notice or consent of any other Partner (as defined in the Agreement),  amend any provision of this Agreement if, in its opinion,  such amendment  does not have a material  adverse effect upon the Limited Partnership (as defined in the Agreement); and                                        -1-           WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the Managing  Partner may extend the term of the Partnership for up to three periods of two years each or until  dissolution prior thereto pursuant to the provisions of the Agreement; and        WHEREAS,  Resources has elected to extend the life of the  Partnership  an additional two years.        NOW,  THEREFORE,  be it resolved  that  Section 2.3 is hereby  amended and rested as follows:              The Production  Partnership shall continue in force and effect until       December 31, 2007, provided that the Managing Partner may extend such term       for up to two  periods  of two  years  each,  or until  dissolution  prior       thereto pursuant to the provisions thereof.         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as Managing Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                         Geodyne Energy Income Limited                                        Partnership II-F                                        as General Partner                                         By Geodyne Resources, Inc.                                           General Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                          -2-    EX-10.42 24 exh10-42.txt AMENDMENT                                    EXHIBIT 10.42                                 FIFTH AMENDMENT TO                             AGREEMENT OF PARTNERSHIP                        GEODYNE PRODUCTION PARTNERSHIP II-G          This Fifth  Amendment to Agreement of  Partnership  of Geodyne  Production Partnership  II-G (the  "Partnership")  is entered  into by and between  Geodyne Resources,  Inc.  ("Resources"),  a Delaware corporation,  as successor Managing Partner, and Geodyne Energy Income Limited Partnership II-G ("Geodyne II-G"), as General Partner.        WHEREAS, on April 10, 1989, Geodyne Production Company ("Production"),  as Managing  Partner,  and Geodyne II-G, as General  Partner,  executed and entered into that certain Agreement of Partnership of PaineWebber/Geodyne  Energy Income Production Partnership II-G (the "Agreement"); and        WHEREAS,  on February 26, 1993,  Production  and Geodyne II-G executed and entered into that certain First  Amendment to Agreement,  whereby it changed (i) the name of the Partnership from  "PW/Geodyne  Production  Partnership  II-G" to "Geodyne  Production  Partnership  II-G",  (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,   Production   merged  with  and  into   Resources,   its  parent corporation, effective June 30, 1996; and        WHEREAS, on July 1, 1996, Production,  Resources and Geodyne II-G executed and  entered  into that  certain  Second  Amendment  to  Agreement,  whereby all references to Production as Managing  Partner were amended to reflect,  instead, Resources as Managing Partner; and        WHEREAS,  on November 14, 2001,  Resources  executed and entered into that certain Third  Amendment to Agreement  whereby the term of the  partnership  was extended for an additional two years, until December 31, 2003; and        WHEREAS,  on November 18, 2003,  Resources  executed and entered into that certain Fourth  Amendment to Agreement  whereby the term of the  partnership was extended for an additional two years, until December 31, 2005; and        WHEREAS,  Section 10.1 of the Agreement provides that the managing partner of the partnership (the "Managing Partner") may, without prior notice or consent of any other Partner (as defined in the Agreement),  amend any provision of this Agreement if, in its opinion,  such amendment  does not have a material  adverse effect upon the Limited Partnership (as defined in the Agreement); and                                        -1-           WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the Managing  Partner may extend the term of the Partnership for up to three periods of two years each or until  dissolution prior thereto pursuant to the provisions of the Agreement; and        WHEREAS,  Resources has elected to extend the life of the  Partnership  an additional two years.        NOW,  THEREFORE,  be it resolved  that  Section 2.3 is hereby  amended and rested as follows:              The Production  Partnership shall continue in force and effect until       December 31, 2007, provided that the Managing Partner may extend such term       for up to two  periods  of two  years  each,  or until  dissolution  prior       thereto pursuant to the provisions thereof.         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 14th day of October, 2005.                                         Geodyne Resources, Inc.                                        as Managing Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                         Geodyne Energy Income Limited                                        Partnership II-G                                        as General Partner                                         By Geodyne Resources, Inc.                                           General Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                          -2-    EX-10.48 25 exh10-48.txt AMENDMENT                                    EXHIBIT 10.48                                 FIFTH AMENDMENT TO                             AGREEMENT OF PARTNERSHIP                        GEODYNE PRODUCTION PARTNERSHIP II-H          This Fifth  Amendment to Agreement of  Partnership  of Geodyne  Production Partnership  II-H (the  "Partnership")  is entered  into by and between  Geodyne Resources,  Inc.  ("Resources"),  a Delaware corporation,  as successor Managing Partner, and Geodyne Energy Income Limited Partnership II-H ("Geodyne II-H"), as General Partner.        WHEREAS,  on May 17, 1989, Geodyne Production Company  ("Production"),  as Managing  Partner,  and Geodyne II-H, as General  Partner,  executed and entered into that certain Agreement of Partnership of PaineWebber/Geodyne  Energy Income Production Partnership II-H (the "Agreement"); and        WHEREAS,  on February 26, 1993,  Production  and Geodyne II-H executed and entered into that certain First  Amendment to Agreement,  whereby it changed (i) the name of the Partnership from  "PW/Geodyne  Production  Partnership  II-H" to "Geodyne  Production  Partnership  II-H",  (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,   Production   merged  with  and  into   Resources,   its  parent corporation, effective June 30, 1996; and        WHEREAS, on July 1, 1996, Production,  Resources and Geodyne II-H executed and  entered  into that  certain  Second  Amendment  to  Agreement,  whereby all references to Production as Managing  Partner were amended to reflect,  instead, Resources as Managing Partner; and        WHEREAS,  on November 14, 2001,  Resources  executed and entered into that certain Third  Amendment to Agreement  whereby the term of the  partnership  was extended for an additional two years, until December 31, 2003; and        WHEREAS on November  19,  2003,  Resources  executed and entered into that certain Fourth  Amendment to Agreement  whereby the term of the  partnership was extended for an additional two years, until December 31, 2005; and        WHEREAS,  Section 10.1 of the Agreement provides that the managing partner of the partnership (the "Managing Partner") may, without prior notice or consent of any other Partner (as defined in the Agreement),  amend any provision of this Agreement if, in its opinion,  such amendment  does not have a material  adverse effect upon the Limited Partnership (as defined in the Agreement); and                                        -1-           WHEREAS,  Section 2.3 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the Managing  Partner may extend the term of the Partnership for up to three periods of two years each or until  dissolution prior thereto pursuant to the provisions of the Agreement; and        WHEREAS,  Resources has elected to extend the life of the  Partnership  an additional two years.        NOW,  THEREFORE,  be it resolved  that  Section 2.3 is hereby  amended and rested as follows:              The Production  Partnership shall continue in force and effect until       December 31, 2007, provided that the Managing Partner may extend such term       for up to two  periods  of two  years  each,  or until  dissolution  prior       thereto pursuant to the provisions thereof.         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as Managing Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                         Geodyne Energy Income Limited                                        Partnership II-H                                        as General Partner                                         By Geodyne Resources, Inc.                                           General Partner                                         By: //s// Dennis R. Neill                                             ----------------------------                                             Dennis R. Neill                                             President                                          -2-    EX-23.1 26 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 II-A.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.2 27 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 II-B.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.3 28 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 II-C.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.4 29 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 II-D.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.5 30 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 II-E.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.6 31 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 II-F.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.7 32 x23-7.txt RYDER SCOTT CONSENT                                    Exhibit 23.7  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 II-G.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.8 33 x23-8.txt RYDER SCOTT CONSENT                                    Exhibit 23.8  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 II-H.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-31.1 34 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 II-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 35 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 II-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 36 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 II-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 37 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 II-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 38 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 II-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 39 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 II-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 40 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 II-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 41 x31-8.txt CERTIFICATION (SEC. 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 II-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 42 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 II-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 43 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 II-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 44 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 II-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 45 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 II-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-31.13 46 x31-13.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.13                                   CERTIFICATION  I, Dennis R. Neill, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership II-G;  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-31.14 47 x31-14.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.14                                   CERTIFICATION  I, Craig D. Loseke, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership II-G;  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-31.15 48 x31-15.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.15                                   CERTIFICATION  I, Dennis R. Neill, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership II-H;  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-31.16 49 x31-16.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.16                                   CERTIFICATION  I, Craig D. Loseke, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne  Energy Income       Limited Partnership II-H;  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 50 x32-1.txt CERTIFICATON (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 II-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 II-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 51 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 II-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 II-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 52 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 II-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 II-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 53 x32-4.txt CERTIFICATION (SEC. 904)                                    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 II-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 II-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 54 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 II-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 II-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 55 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 II-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 II-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)      EX-32.7 56 x32-7.txt CERTIFICATION (SEC. 906)                                    Exhibit 32.7                                     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 II-G ("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 II-G                                    ("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-32.8 57 x32-8.txt CERTIFICATION (SEC. 906)                                    Exhibit 32.8                                     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 II-H ("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 II-H                                    ("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)      COVER 58 filename58.txt                                      March 29, 2006   Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549        RE:   GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A             GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B             GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C             GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D             GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E             GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F             GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G             GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H             SEC FILING NUMBERS:             II-A: 0-16388                 II-E: 0-17320             II-B: 0-16405                 II-F: 0-17799             II-C: 0-16981                 II-G: 0-17802             II-D: 0-16980                 II-H: 0-18305             Form 10-K  Dear Sir/Madam:        Enclosed via EDGAR  transmission on behalf of each of the above referenced Partnerships is its Annual Report on Form 10-K.        If you have any  questions  concerning  this  filing,  please  contact the undersigned at 918-591-1006.                                             Very truly yours,                                            //s// Annabel M. Jones                                            Annabel M. Jones                                           Assistant General Counsel -                                           Corporate Affairs Enclosures cc:   PricewaterhouseCoopers LLP       Craig Loseke    -----END PRIVACY-ENHANCED MESSAGE-----
None.
As of the  end of  this  period  covered  by this  report,  the  principal executive officer and principal financial officer conducted an evaluation of the Partnerships'  disclosure controls and procedures (as defined in Rules 13a-15(e) and  15d-15(e)  under the  Securities  and Exchange Act of 1934).  Based on this evaluation,  such officers concluded that the Partnerships'  disclosure controls and procedures are effective to ensure that information required to be disclosed by the  Partnerships  in  reports  filed  under the  Exchange  Act is  recorded, processed,  summarized,  and  reported  accurately  and within the time  periods specified in the Securities and Exchange Commission rules and forms.
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.              Name            Age      Position with General Partner       ----------------      ---     --------------------------------        Dennis R. Neill       54      President and Director        Judy K. Fox           55      Secretary                                          -77-     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 serves as the audit  committee.  The board of directors  of the General  Partner consists  of one  person  who is not an audit  committee  financial  expert,  as defined in the SEC regulations.         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                                          -78-     mailed to Geodyne  Resources,  Inc.,  Investor  Services, Samson Plaza, Two West 2nd Street, Tulsa, OK 74103.  Such request 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             -----------      --------     --------      --------                 II-A          $509,772     $509,772      $509,772                II-B           380,760      380,760       380,760                II-C           162,756      162,756       162,756                II-D           331,452      331,452       331,452                II-E           240,864      240,864       240,864                II-F           180,420      180,420       180,420                II-G           391,776      391,776       391,776                II-H            96,540       96,540        96,540        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  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:                                           -79-                                                        Salary Reimbursements                                                      II-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    $276,689     -           -            -             -           -          -                         2004    $296,458     -           -            -             -           -          -                         2005    $304,212     -           -            -             -           -          -  - ---------- (1)   The general and  administrative  expenses paid by the II-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 II-A  Partnership  and no  individual's  salary  or other       compensation  reimbursement  from the II-A  Partnership  equals or exceeds       $100,000 per annum.                                           -80-                                                         Salary Reimbursements                                                      II-B Partnership                                                     ----------------                                            Three Years Ended December 31, 2005                                                                              Long Term Compensation                                                                      -----------------------------------                                         Annual Compensation                  Awards              Payouts                                  -------------------------------    ------------------------     -------                                                                                      Securi-                                                           Other                       ties                      All      Name                                                 Annual     Restricted      Under-                    Other       and                                                Compen-       Stock         lying         LTIP       Compen-    Principal                      Salary      Bonus      sation       Award(s)      Options/      Payouts     sation    Position             Year       ($)         ($)         ($)          ($)          SARs(#)        ($)         ($) - ----------------        ----     --------     -----      -------     ----------     --------      -------     -------          Dennis R. Neill, President(1)            2003        -           -           -            -             -             -           -                         2004        -           -           -            -             -             -           -                         2005        -           -           -            -             -             -           -  All Executive Officers, Directors, and Employees as a group(2)           2003     $206,665       -           -            -             -             -           -                         2004     $221,431       -           -            -             -             -           -                         2005     $227,222       -           -            -             -             -           -  - ---------- (1)   The general and  administrative  expenses paid by the II-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 II-B  Partnership  and no  individual's  salary  or other       compensation  reimbursement  from the II-B  Partnership  equals or exceeds       $100,000 per annum.                                           -81-                                                         Salary Reimbursements                                                      II-C Partnership                                                     ----------------                                            Three Years Ended December 31, 2005                                                                           Long Term Compensation                                                                     ----------------------------------                                         Annual Compensation                   Awards           Payouts                                  -------------------------------    -----------------------    -------                                                                                     Securi-                                                           Other                      ties                     All      Name                                                 Annual    Restricted      Under-                   Other       and                                                Compen-      Stock         lying        LTIP       Compen-    Principal                      Salary      Bonus      sation      Award(s)      Options/     Payouts     sation    Position             Year       ($)         ($)         ($)         ($)          SARs(#)       ($)         ($) - ----------------        ----     --------     -----      -------    ----------     --------     -------     -------          Dennis R. Neill, President(1)            2003        -           -           -           -              -           -           -                         2004        -           -           -           -              -           -           -                         2005        -           -           -           -              -           -           -   All Executive Officers, Directors, and Employees as a group(2)           2003     $88,339        -           -           -              -           -           -                         2004     $94,651        -           -           -              -           -           -                         2005     $97,126        -           -           -              -           -           -       ---------- (1)   The general and  administrative  expenses paid by the II-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 II-C  Partnership  and no  individual's  salary  or other       compensation  reimbursement  from the II-C  Partnership  equals or exceeds       $100,000 per annum.                                           -82-                                                        Salary Reimbursements                                                      II-D Partnership                                                     ----------------                                            Three Years Ended December 31, 2005                                                                             Long Term Compensation                                                                      ---------------------------------                                         Annual Compensation                  Awards            Payouts                                  -------------------------------    ------------------------   -------                                                                                      Securi-                                                           Other                       ties                    All      Name                                                 Annual     Restricted      Under-                  Other       and                                                Compen-       Stock         lying       LTIP       Compen-    Principal                      Salary      Bonus      sation       Award(s)      Options/    Payouts     sation    Position             Year       ($)         ($)         ($)          ($)          SARs(#)      ($)         ($) - ----------------        ----     --------     -----      -------     ----------     --------    -------     -------          Dennis R. Neill, President(1)            2003        -           -           -             -             -          -           -                         2004        -           -           -             -             -          -           -                         2005        -           -           -             -             -          -           -  All Executive Officers, Directors, and Employees as a group(2)           2003     $179,902       -           -             -             -          -           -                         2004     $192,756       -           -             -             -          -           -                         2005     $197,797       -           -             -             -          -           -  - ---------- (1)   The general and  administrative  expenses paid by the II-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 II-D  Partnership  and no  individual's  salary  or other       compensation  reimbursement  from the II-D  Partnership  equals or exceeds       $100,000 per annum.                                           -83-                                                        Salary Reimbursements                                                      II-E Partnership                                                     ----------------                                            Three Years Ended December 31, 2005                                                                            Long Term Compensation                                                                     -----------------------------------                                        Annual Compensation                       Awards         Payouts                                  ------------------------------     -----------------------     -------                                                                                     Securi-                                                          Other                       ties                     All      Name                                                Annual     Restricted      Under-                   Other       and                                               Compen-       Stock         lying        LTIP       Compen-    Principal                      Salary     Bonus      sation       Award(s)      Options/     Payouts     sation    Position             Year       ($)        ($)         ($)          ($)          SARs(#)       ($)         ($) - ----------------        ----     --------    -----      -------     ----------     --------     -------     -------          Dennis R. Neill, President(1)            2003        -          -          -             -              -           -           -                         2004        -          -          -             -              -           -           -                         2005        -          -          -             -              -           -           -  All Executive Officers, Directors, and Employees as a group(2)           2003     $130,734      -          -             -              -           -           -                         2004     $140,074      -          -             -              -           -           -                         2005     $143,738      -          -             -              -           -           -  - ---------- (1)   The general and  administrative  expenses paid by the II-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 II-E  Partnership  and no  individual's  salary  or other       compensation  reimbursement  from the II-E  Partnership  equals or exceeds       $100,000 per annum.                                           -84-                                                         Salary Reimbursements                                                      II-F Partnership                                                     ----------------                                            Three Years Ended December 31, 2005                                                                             Long Term Compensation                                                                      ----------------------------------                                          Annual Compensation                     Awards         Payouts                                  -------------------------------     ------------------------   -------                                                                                      Securi-                                                           Other                       ties                    All      Name                                                 Annual     Restricted      Under-                  Other       and                                                Compen-       Stock         lying       LTIP       Compen-    Principal                      Salary      Bonus      sation       Award(s)      Options/    Payouts     sation    Position             Year       ($)         ($)         ($)          ($)          SARs(#)      ($)         ($) - ----------------        ----     --------     -----      -------     ----------     --------    -------     -------          Dennis R. Neill, President(1)            2003        -           -          -              -             -          -           -                         2004        -           -          -              -             -          -           -                         2005        -           -          -              -             -          -           -  All Executive Officers, Directors, and Employees as a group(2)           2003     $ 97,927       -          -              -             -          -           -                         2004     $104,923       -          -              -             -          -           -                         2005     $107,667       -          -              -             -          -           -       ---------- (1)   The general and  administrative  expenses paid by the II-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 II-F  Partnership  and no  individual's  salary  or other       compensation  reimbursement  from the II-F  Partnership  equals or exceeds       $100,000 per annum.                                           -85-                                                         Salary Reimbursements                                                      II-G Partnership                                                     ----------------                                            Three Years Ended December 31, 2005                                                                        Long Term Compensation                                                                   -----------------------------------                                       Annual Compensation                 Awards              Payouts                                 -----------------------------    -----------------------      -------                                                                                  Securi-                                                        Other                      ties                       All      Name                                              Annual     Restricted     Under-                     Other       and                                             Compen-       Stock        lying          LTIP       Compen-    Principal                     Salary     Bonus     sation       Award(s)     Options/       Payouts     sation    Position             Year      ($)        ($)        ($)          ($)         SARs(#)         ($)         ($) - ----------------        ----    --------    -----     -------     ----------    --------       -------     -------          Dennis R. Neill, President(1)            2003       -          -          -             -            -             -           -                         2004       -          -          -             -            -             -           -                         2005       -          -          -             -            -             -           -  All Executive Officers, Directors, and Employees as a group(2)           2003    $212,644      -          -             -            -             -           -                         2004    $227,837      -          -             -            -             -           -                         2005    $233,796      -          -             -            -             -           -  - ---------- (1)   The general and  administrative  expenses paid by the II-G 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 II-G  Partnership  and no  individual's  salary  or other       compensation  reimbursement  from the II-G  Partnership  equals or exceeds       $100,000 per annum.                                           -86-                                                         Salary Reimbursements                                                     II-H Partnership                                                     ----------------                                            Three Years Ended December 31, 2005                                                                            Long Term Compensation                                                                   -------------------------------------                                    Annual Compensation                      Awards              Payouts                                 -------------------------------   ------------------------      -------                                                                                    Securi-                                                          Other                      ties                      All      Name                                                Annual   Restricted       Under-                    Other       and                                               Compen-     Stock          lying         LTIP       Compen-    Principal                     Salary      Bonus      sation     Award(s)       Options/      Payouts     sation    Position             Year      ($)         ($)         ($)        ($)           SARs(#)        ($)         ($) - ----------------        ----    --------     -----      -------   ----------      --------      -------     -------          Dennis R. Neill, President(1)            2003       -           -           -          -               -            -           -                         2004       -           -           -          -               -            -           -                         2005       -           -           -          -               -            -           -  All Executive Officers, Directors, and Employees as a group(2)           2003    $52,399        -           -          -               -            -           -                         2004    $56,143        -           -          -               -            -           -                         2005    $57,611        -           -          -               -            -           -  - ---------- (1)   The general and  administrative  expenses paid by the II-H 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 II-H  Partnership  and no  individual's  salary  or other       compensation  reimbursement  from the II-H  Partnership  equals or exceeds       $100,000 per annum.                                           -87-            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) - ------------------------------------                  -----------------  II-A Partnership: - ----------------    Samson Resources Company                            153,726 (31.7%)     All affiliates, directors,       and officers of the General       Partner as a group and       the General Partner (4 persons)                  153,726 (31.7%)                                          -88-      II-B Partnership: - ----------------    Samson Resources Company                             106,832 (29.5%)     All affiliates, directors,       and officers of the General       Partner as a group and       the General Partner (4 persons)                   106,832 (29.5%)   II-C Partnership: - ----------------    Samson Resources Company                              54,043 (35.0%)     All affiliates, directors,       and officers of the General       Partner as a group and       the General Partner (4 persons)                    54,043 (35.0%)   II-D Partnership: - ----------------    Samson Resources Company                              97,852 (31.1%)     All affiliates, directors,       and officers of the General       Partner as a group and       the General Partner (4 persons)                    97,852 (31.1%)   II-E Partnership: - ----------------    Samson Resources Company                              76,440 (33.4%)     All affiliates, directors,       and officers of the General       Partner as a group and       the General Partner (4 persons)                    76,440 (33.4%)   II-F Partnership: - ----------------    Samson Resources Company                              48,425 (28.3%)     All affiliates, directors,       and officers of the General       Partner as a group and       the General Partner (4 persons)                    48,425 (28.3%)                                          -89-     II-G Partnership: - ----------------    Samson Resources Company                              83,543 (22.5%)     All affiliates, directors,       and officers of the General       Partner as a group and       the General Partner (4 persons)                    83,543 (22.5%)   II-H Partnership: - ----------------    Samson Resources Company                              28,872 (31.5%)     All affiliates, directors,       and officers of the General       Partner as a group and       the General Partner (4 persons)                    28,872 (31.5%)
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  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                                          -90-     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 Partnership who provide  services to the  Partnership  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.
Audit Fees        During 2005 and 2004, each Partnership incurred 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.                                          -91-            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 limited 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.                                        PART IV.
(a)   Financial Statements, Financial Statement Schedules, and Exhibits.        (1)   Financial Statements: The following financial statements for the              Geodyne Energy Income Limited Partnership II-A             Geodyne Energy Income Limited Partnership II-B             Geodyne Energy Income Limited Partnership II-C             Geodyne Energy Income Limited Partnership II-D             Geodyne Energy Income Limited Partnership II-E             Geodyne Energy Income Limited Partnership II-F             Geodyne Energy Income Limited Partnership II-G             Geodyne Energy Income Limited Partnership II-H              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             Combined Balance Sheets             Combined Statements of Operations             Combined Statements of Changes in               Partners' Capital (Deficit)             Combined Statements of Cash Flows             Notes to Combined Financial Statements                                          -92-            (2)   Financial Statement Schedules:              None.        (3)   Exhibits:   Exh.  No.     Exhibit  ----    -------   4.1     Agreement and  Certificate of Limited  Partnership  dated July 22, 1987          for the  Geodyne  Energy  Income  Limited  Partnership  II-A,  filed as          Exhibit 4.1 to Annual Report on Form 10-K405 for period ended  December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.2     First  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership and First Amendment to Agreement and Certificate of Limited          Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income          Limited Partnership II-A, filed as Exhibit 4.2 to Annual Report on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.3     Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-A,  filed as Exhibit 4.3 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.4     Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-A,  filed as Exhibit 4.4 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.5     Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership II-A, filed as Exhibit 4.5 to Annual Report on Form 10-K405          for period ended December 31, 2001,  filed with the SEC on February 26,          2002 and is hereby incorporated by reference.   4.6     Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited          Partnership II-A filed as Exhibit 4.6 to Annual Report on Form 10-K for          period ended  December  31, 2003,  filed with the SEC on March 19, 2004          and is hereby incorporated by reference.                                          -93-     *4.7     Sixth  Amendment to Amended and Restated  Agreement and  Certificate of          Limited  Partnership of Geodyne Energy Income Limited  Partnership II-A          dated October 27, 2005.   4.8     Amended and Restated  Certificate of Limited Partnership dated March 9,          1989 for the Geodyne Energy Income Limited  Partnership  II-A, filed as          Exhibit 4.6 to Annual Report on Form 10-K405 for period ended  December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.9     Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited          Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405          for period ended December 31, 2001,  filed with the SEC on February 26,          2002 and is hereby incorporated by reference.   4.10    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income          Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.11    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income          Limited  Partnership  II-A,  filed as Exhibit 4.10 to Annual  Report on          Form 10-K for period ended  December  31,  2003,  filed with the SEC on          March 19, 2004 and is hereby incorporated by reference.  *4.12    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  of Geodyne Energy Income  Limited  Partnership  II-A dated          October 27, 2005.   4.13    Agreement and Certificate of Limited Partnership dated October 14, 1987          for the  Geodyne  Energy  Income  Limited  Partnership  II-B,  filed as          Exhibit 4.9 to Annual Report on Form 10-K405 for period ended  December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.14    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership and First Amendment to Agreement and Certificate of Limited          Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income          Limited  Partnership  II-B,  filed as Exhibit 4.10 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.15    Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income  Limited Partnership          II-B, filed as Exhibit 4.11 to                                          -94-              Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   4.16    Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.17    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership  II-B,  filed as  Exhibit  4.13 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.18    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited          Partnership  II-B filed as Exhibit  4.16 to Annual  Report on Form 10-K          for period ended  December  31,  2003,  filed with the SEC on March 19,          2004 and is hereby incorporated by reference.  *4.19    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of          Limited  Partnership of Geodyne Energy Income Limited  Partnership II-B          dated October 27, 2005.   4.20    Amended and Restated  Certificate of Limited Partnership dated March 9,          1989 for the Geodyne Energy Income Limited  Partnership  II-B, filed as          Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.21    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited          Partnership  II-B,  filed as  Exhibit  4.15 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.22    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income          Limited  Partnership  II-B,  filed as Exhibit 4.16 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.23    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income          Limited Partnership II-B filed as Exhibit 4.20 to Annual Report on Form          10-K for period ended December 31,                                          -95-              2003,  filed with the SEC on March 19, 2004 and is hereby  incorporated          by reference.  *4.24    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  of Geodyne Energy Income  Limited  Partnership  II-B dated          October 27, 2005.   4.25    Agreement and Certificate of Limited Partnership dated January 13, 1988          for the  Geodyne  Energy  Income  Limited  Partnership  II-C,  filed as          Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.26    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership and First Amendment to Agreement and Certificate of Limited          Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income          Limited  Partnership  II-C,  filed as Exhibit 4.18 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.27    Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.28    Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.29    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership  II-C,  filed as  Exhibit  4.21 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.30    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited          Partnership  II-C filed as Exhibit  4.26 to Annual  Report on Form 10-K          for period ended  December  31,  2003,  filed with the SEC on March 19,          2004 and is hereby incorporated by reference.  *4.31    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of          Limited  Partnership of Geodyne Energy Income Limited  Partnership II-C          dated October 27, 2005.                                          -96-      4.32    Amended and Restated  Certificate of Limited Partnership dated March 9,          1989 for the Geodyne Energy Income Limited  Partnership  II-C, filed as          Exhibit 4.22 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.33    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited          Partnership  II-C,  filed as  Exhibit  4.23 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.34    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income          Limited  Partnership  II-C,  filed as Exhibit 4.24 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.35    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income          Limited Partnership II-C filed as Exhibit 4.30 to Annual Report on Form          10-K for period ended  December  31, 2003,  filed with the SEC on March          19, 2004 and is hereby incorporated by reference.  *4.36    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  of Geodyne Energy Income  Limited  Partnership  II-C dated          October 27, 2005.   4.37    Agreement and Certificate of Limited Partnership dated May 10, 1988 for          the Geodyne Energy Income Limited  Partnership  II-D,  filed as Exhibit          4.25 to Annual  Report on Form  10-K405 for period  ended  December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.   4.38    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership and First Amendment to Agreement and Certificate of Limited          Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income          Limited  Partnership  II-D,  filed as Exhibit 4.26 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.39    Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.                                          -97-      4.40    Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.41    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership  II-D,  filed as  Exhibit  4.29 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.42    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited          Partnership  II-D filed as Exhibit  4.36 to Annual  Report on Form 10-K          for period ended  December  31,  2003,  filed with the SEC on March 19,          2004 and is hereby incorporated by reference.  *4.43    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of          Limited  Partnership of Geodyne Energy Income Limited  Partnership II-D          dated October 27, 2005.   4.44    Amended and Restated  Certificate of Limited Partnership dated March 9,          1989 for the Geodyne Energy Income Limited  Partnership  II-D, filed as          Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.45    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited          Partnership  II-D,  filed as  Exhibit  4.31 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.46    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income          Limited  Partnership  II-D,  filed as Exhibit 4.32 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.47    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income          Limited Partnership II-D filed as Exhibit 4.40 to Annual Report on Form          10-K for period ended  December  31, 2003,  filed with the SEC on March          19, 2004 and is hereby incorporated by reference.                                          -98-     *4.48    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  of Geodyne Energy Income  Limited  Partnership  II-D dated          October 27, 2005.   4.49    Agreement and  Certificate of Limited  Partnership  dated September 27,          1988 for the Geodyne Energy Income Limited  Partnership  II-E, filed as          Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.50    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership and First Amendment to Agreement and Certificate of Limited          Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income          Limited  Partnership  II-E,  filed as Exhibit 4.34 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.51    Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.52    Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated August 31, 1995 for the Geodyne Energy Income Limited Partnership          II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.53    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.54    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership  II-E,  filed as  Exhibit  4.38 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.55    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited          Partnership  II-E filed as Exhibit  4.47 to Annual  Report on Form 10-K          for period ended  December  31,  2003,  filed with the SEC on March 19,          2004 and is hereby incorporated by reference.                                          -99-     *4.56    Seventh Amendment to Amended and Restated  Agreement and Certificate of          Limited  Partnership of Geodyne Energy Income Limited  Partnership II-E          dated October 27, 2005.   4.57    Amended and Restated  Certificate of Limited Partnership dated March 9,          1989 for the Geodyne Energy Income Limited  Partnership  II-E, filed as          Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.58    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited          Partnership  II-E,  filed as  Exhibit  4.40 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.59    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income          Limited  Partnership  II-E,  filed as Exhibit 4.41 to Annual  Report on          Form 10-K405 for period ended December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.60    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited          Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income          Limited Partnership II-E filed as Exhibit 4.51 to Annual Report on Form          10-K for period ended  December  31, 2003,  filed with the SEC on March          19, 2004 and is hereby incorporated by reference.  *4.61    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited          Partnership  of Geodyne Energy Income  Limited  Partnership  II-E dated          October 27, 2005.   4.62    Agreement and Certificate of Limited  Partnership dated January 5, 1989          for the  Geodyne  Energy  Income  Limited  Partnership  II-F,  filed as          Exhibit 4.42 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.63    Certificate  of Limited  Partnership  dated  January  5, 1989,  for the          Geodyne Energy Income Limited  Partnership II-F, filed as Exhibit 4.42a          to Annual  Report on Form 10-K405 for period  ended  December 31, 2001,          filed with the SEC on February 26, 2002 and is hereby  incorporated  by          reference.   4.64    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment to Agreement and  Certificate  of Limited  Partnership  dated          February 24, 1993 for the Geodyne  Energy  Income  Limited  Partnership          II-F, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period          ended December 31,                                         -100-              2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.   4.65    Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.66    Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated August 31, 1995 for the Geodyne Energy Income Limited Partnership          II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.67    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.68    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership  II-F,  filed as  Exhibit  4.48 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.69    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited          Partnership  II-F filed as Exhibit  4.59 to Annual  Report on Form 10-K          for period ended  December  31,  2003,  filed with the SEC on March 19,          2004 and is hereby incorporated by reference.  *4.70    Seventh  Amendment to Agreement and Certificate of Limited  Partnership          of Geodyne  Energy Income  Limited  Partnership  II-F dated October 27,          2005.   4.71    Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996, for the Geodyne Energy Income Limited  Partnership II-F, filed as          Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.72    Third  Amendment to Certificate of Limited  Partnership  dated November          14, 2001, for the Geodyne Energy Income Limited Partnership II-F, filed          as Exhibit  4.49 to Annual  Report on Form  10-K405  for  period  ended          December 31, 2001, filed with                                         -101-              the SEC on February 26, 2002 and is hereby incorporated by reference.   4.73    Fourth Amendment to Certificate of Limited  Partnership  dated November          18, 2003, for the Geodyne Energy Income Limited  Partnership II-F filed          as Exhibit 4.62 to Annual Report on Form 10-K for period ended December          31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby          incorporated by reference.  *4.74    Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy          Income Limited Partnership II-F dated October 27, 2005.   4.75    Agreement and Certificate of Limited  Partnership  dated April 10, 1989          for the  Geodyne  Energy  Income  Limited  Partnership  II-G,  filed as          Exhibit 4.50 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.76    Certificate  of  Limited  Partnership  dated  April 10,  1989,  for the          Geodyne Energy Income Limited  Partnership  II-G, filed as Exhibit 4.51          to Annual  Report on Form 10-K405 for period  ended  December 31, 2001,          filed with the SEC on February 26, 2002 and is hereby  incorporated  by          reference.   4.77    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment to Agreement and  Certificate  of Limited  Partnership  dated          February 24, 1993 for the Geodyne  Energy  Income  Limited  Partnership          II-G, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.78    Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.79    Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated August 31, 1995 for the Geodyne Energy Income Limited Partnership          II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.80    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.                                         -102-      4.81    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership  II-G,  filed as  Exhibit  4.56 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.82    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited          Partnership  II-G filed as Exhibit  4.70 to Annual  Report on Form 10-K          for period ended  December  31,  2003,  filed with the SEC on March 19,          2004 and is hereby incorporated by reference..  *4.83    Seventh  Amendment to Agreement and Certificate of Limited  Partnership          of Geodyne  Energy Income  Limited  Partnership  II-G dated October 27,          2005.   4.84    Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996, for the Geodyne Energy Income Limited  Partnership II-G, filed as          Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.   4.85    Third  Amendment to Certificate of Limited  Partnership  dated November          14, 2001, for the Geodyne Energy Income Limited Partnership II-G, filed          as Exhibit  4.58 to Annual  Report on Form  10-K405  for  period  ended          December  31,  2001,  filed with the SEC on  February  26,  2002 and is          hereby incorporated by reference.   4.86    Fourth Amendment to Certificate of Limited  Partnership  dated November          14, 2003, for the Geodyne Energy Income Limited  Partnership II-G filed          as Exhibit 4.73 to Annual Report on Form 10-K for period ended December          31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby          incorporated by reference.  *4.87    Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy          Income Limited Partnership II-G dated October 27, 2005.   4.88    Agreement and Certificate of Limited Partnership dated May 17, 1989 for          the Geodyne Energy Income Limited  Partnership  II-H,  filed as Exhibit          4.59 to Annual  Report on Form  10-K405 for period  ended  December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.  4.89     Certificate of Limited  Partnership dated May 17, 1989, for the Geodyne          Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual          Report on Form 10-K405 for period                                         -103-              ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.90    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment to Agreement and  Certificate  of Limited  Partnership  dated          February 25, 1993 for the Geodyne  Energy  Income  Limited  Partnership          II-H, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.91    Second  Amendment to Agreement and  Certificate of Limited  Partnership          dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership          II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.92    Third  Amendment to Agreement and  Certificate  of Limited  Partnership          dated August 31, 1995 for the Geodyne Energy Income Limited Partnership          II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.93    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership          dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership          II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.94    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited          Partnership  II-H,  filed as  Exhibit  4.65 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.95    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership          dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited          Partnership  II-H filed as Exhibit  4.81 to Annual  Report on Form 10-K          for period ended  December  31,  2003,  filed with the SEC on March 19,          2004 and is hereby incorporated by reference.  *4.96    Seventh  Amendment to Agreement and Certificate of Limited  Partnership          of Geodyne  Energy Income  Limited  Partnership  II-H dated October 27,          2005.   4.97    Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996, for the Geodyne Energy Income Limited  Partnership II-H, filed as          Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December          31, 2001, filed with                                         -104-              the SEC on February 26, 2002 and is hereby incorporated by reference.   4.98    Third  Amendment to Certificate of Limited  Partnership  dated November          14, 2001, for the Geodyne Energy Income Limited Partnership II-H, filed          as Exhibit  4.67 to Annual  Report on Form  10-K405  for  period  ended          December  31,  2001,  filed with the SEC on  February  26,  2002 and is          hereby incorporated by reference.   4.99    Fourth Amendment to Certificate of Limited  Partnership  dated November          18, 2003, for the Geodyne Energy Income Limited  Partnership II-H filed          as Exhibit 4.84 to Annual Report on Form 10-K for period ended December          31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby          incorporated by reference.  *4.100   Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy          Income Limited Partnership II-H dated October 27, 2005.   10.1    Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-A,  filed as  Exhibit  10.1 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.2    First Amendment to Agreement of Partnership dated February 26, 1993 for          the  Geodyne  Production  Partnership  II-A,  filed as Exhibit  10.2 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.3    Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership  II-A, filed as Exhibit 10.3 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.   10.4    Third Amendment to Agreement of Partnership dated November 14, 2001 for          the  Geodyne  Production  Partnership  II-A,  filed as Exhibit  10.4 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.5    Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership  II-A filed as Exhibit 10.5 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.6    Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-A dated October 27,          2005.                                         -105-       10.7    Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-B,  filed as  Exhibit  10.5 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.8    First Amendment to Agreement of Partnership dated February 26, 1993 for          the  Geodyne  Production  Partnership  II-B,  filed as Exhibit  10.6 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.9    Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership  II-B, filed as Exhibit 10.7 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.   10.10   Third Amendment to Agreement of Partnership dated November 14, 2001 for          the  Geodyne  Production  Partnership  II-B,  filed as Exhibit  10.8 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.11   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership II-B filed as Exhibit 10.10 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.12   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-B dated October 27,          2005.   10.13   Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-C,  filed as  Exhibit  10.9 to  Annual  Report  on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.14   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne  Production  Partnership  II-C,  filed as Exhibit  10.10 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.15   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership II-C, filed as Exhibit 10.11 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.                                         -106-      10.16   Third Amendment to Agreement of Partnership dated November 14, 2001 for          the Geodyne  Production  Partnership  II-C,  filed as Exhibit  10.12 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.17   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership II-C filed as Exhibit 10.15 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.18   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-C dated October 27,          2005.   10.19   Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-D,  filed as  Exhibit  10.13 to  Annual  Report on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.20   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne  Production  Partnership  II-D,  filed as Exhibit  10.14 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.21   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership II-D, filed as Exhibit 10.15 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.   10.22   Third Amendment to Agreement of Partnership dated November 14, 2001 for          the Geodyne  Production  Partnership  II-D,  filed as Exhibit  10.16 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.23   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership II-D filed as Exhibit 10.20 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.24   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-D dated October 27,          2005.  10.25    Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-E,  filed as  Exhibit  10.17 to  Annual  Report on Form          10-K405 for period ended December 31,                                         -107-              2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.   10.26   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne  Production  Partnership  II-E,  filed as Exhibit  10.18 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.27   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership II-E, filed as Exhibit 10.19 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.   10.28   Third Amendment to Agreement of Partnership dated November 14, 2001 for          the Geodyne  Production  Partnership  II-E,  filed as Exhibit  10.20 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.29   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership II-E filed as Exhibit 10.25 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.30   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-E dated October 27,          2005.   10.31   Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-F,  filed as  Exhibit  10.21 to  Annual  Report on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.32   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne  Production  Partnership  II-F,  filed as Exhibit  10.22 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.33   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership II-F, filed as Exhibit 10.23 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.   10.34   Third Amendment to Agreement of Partnership dated November 14, 2001 for          the Geodyne  Production  Partnership  II-F,  filed as Exhibit  10.24 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.                                         -108-       10.35   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership II-F filed as Exhibit 10.30 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.36   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-F dated October 27,          2005.   10.37   Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-G,  filed as  Exhibit  10.25 to  Annual  Report on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.38   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne  Production  Partnership  II-G,  filed as Exhibit  10.26 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.39   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership II-G, filed as Exhibit 10.27 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.   10.40   Third Amendment to Agreement of Partnership dated November 14, 2001 for          the Geodyne  Production  Partnership  II-G,  filed as Exhibit  10.28 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.41   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership II-G filed as Exhibit 10.35 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.42   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-G dated October 14,          2005.   10.43   Agreement of Partnership dated July 22, 1987 for the Geodyne Production          Partnership  II-H,  filed as  Exhibit  10.29 to  Annual  Report on Form          10-K405  for period  ended  December  31,  2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.  10.44    First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne  Production  Partnership  II-H,  filed as Exhibit  10.30 to          Annual Report on Form 10-K405 for period                                         -109-              ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   10.45   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  Production  Partnership II-H, filed as Exhibit 10.31 to Annual          Report on Form 10-K405 for period ended  December 31, 2001,  filed with          the SEC on February 26, 2002 and is hereby incorporated by reference.   10.46   Third Amendment to Agreement of Partnership dated November 14, 2001 for          the Geodyne  Production  Partnership  II-H,  filed as Exhibit  10.32 to          Annual Report on Form 10-K405 for period ended December 31, 2001, filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.47   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003          for the Geodyne  Production  Partnership II-H filed as Exhibit 10.40 to          Annual  Report on Form 10-K for period ended  December 31, 2003,  filed          with the SEC on March 19, 2004 and is hereby incorporated by reference.  *10.48   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of          Geodyne  Energy Income  Production  Partnership  II-H dated October 27,          2005.  *23.1    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-A.  *23.2    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-B.  *23.3    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-C.  *23.4    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-D.  *23.5    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-E.  *23.6    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-F.  *23.7    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-G.  *23.8    Consent of Ryder Scott Company,  L.P. for Geodyne Energy Income Limited          Partnership II-H.  *31.1    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-A.                                         -110-     *31.2    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-A.  *31.3    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-B.  *31.4    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-B.  *31.5    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-C.  *31.6    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-C.  *31.7    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-D.  *31.8    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-D.  *31.9    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-E.  *31.10   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-E.  *31.11   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-F.  *31.12   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-F.  *31.13   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-G.  *31.14   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-G.                                         -111-     *31.15   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-H.  *31.16   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Energy Income Limited Partnership II-H.  *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 II-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 II-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 II-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 II-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 II-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 II-F.  *32.7    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant          to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy          Income Limited Partnership II-G.  *32.8    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant          to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy          Income Limited Partnership II-H.            All other Exhibits are omitted as inapplicable.           ----------           *Filed herewith.                                           -112-                                        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 II-A                                  Geodyne Energy Income Limited Partnership II-B                                  Geodyne Energy Income Limited Partnership II-C                                  Geodyne Energy Income Limited Partnership II-D                                  Geodyne Energy Income Limited Partnership II-E                                  Geodyne Energy Income Limited Partnership II-F                                  Geodyne Energy Income Limited Partnership II-G                                  Geodyne Energy Income Limited Partnership II-H                                   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  (with respect to the registrant's  general  partner,  Geodyne Resources, Inc.) 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                                        -113-