SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K/A

            Amended Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934


Date of Report (Date of earliest event reported): February 7, 2002



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D

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             (Exact name of Registrant as specified in its Articles)


   Oklahoma             II-D: 0-16980           II-D: 73-1329761
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(State or other        (Commission              (I.R.S. Employer
jurisdiction of          File No.)               Identification)
incorporation or
organization)



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

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




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ITEM 5:   OTHER EVENTS

     Year End Values. The General Partner is required to provide year-end values
of the Geodyne Energy Income Limited  Partnership  II-D,  (the  "Partnerships")
underlying  properties  to its limited  partners  pursuant to the  Partnership's
partnership  agreement.  By letter dated January 28, 2002,  the General  Partner
provided its limited partners information concerning the 2001 year-end estimated
valuation.  An  error  was  discovered  in the  determination  of  the  year-end
valuation,  which  resulted  in an  understatement  of  the  valuation  for  the
Partnership. Attached is a form of the letter sent to the limited partners on or
about February 7, 2002, and a chart showing,  on a per-unit basis, the corrected
2001 Year-End Estimated Valuation for the Partnership.

ITEM 7:   EXHIBITS

20.1     Form of letter sent to the limited  partners of the  Partnership on or
         about  January  28,  2002,  filed as  Exhibit  20.1 to Form 8-K  dated
         January 28, 2002, and filed with the Securities and Exchange Commission
         on January 31, 2002, is hereby incorporated by reference.

20.2 *   Form of letter to be sent to the limited partners of the
         Partnership on or about February 7, 2002.

99.1 *   Chart  showing on a per-unit  basis  the  2001  Year-End  Estimated
         Valuations  for  the Partnership.

*    Filed herewith.

                                   SIGNATURES

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

                        GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D

                        By:  GEODYNE RESOURCES, INC.
                                 General Partner

                              //s// Dennis R. Neill
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                                 Dennis R. Neill
                                 President

DATE: February 8, 2002

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