February 7, 2002


      RE:   CORRECTED 2001 Year-End Estimated Valuation
            II-D, III-D & III-E Partnerships

Dear Geodyne Energy Income Program Unit Holder:

By letter dated  January 28, 2002, we provided you with  information  concerning
your 2001 year-end  estimated  valuation for your Geodyne Energy Income Program.
It has now been  discovered  that there was an error in determining the year-end
valuation  of the  II-D,  III-D  &  III-E  partnerships,  which  resulted  in an
understatement  of the  valuation  for any of these  programs in which you are a
limited partner. Enclosed with this letter is a revised valuation.

Please  reference the January 28 letter for more detail about the calculation of
the year-end valuation.  We apologize for any confusion caused by this error and
restatement.  Please contact Geodyne Investor Services at the letterhead address
or by phone at 888-436-3963 if you have any questions.

Sincerely,



Dennis R. Neill
President
Geodyne Resources, Inc.

Enclosure