UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number:
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
(Check One) ( ) Form 10-K ( ) Form 20-F ( ) Form 11-K
( X ) Form 10-Q ( ) Form 10-D ( ) Form N-SAR
( ) Form N-CSR
For Period Ended: September 30, 2006
( ) Transition Report on Form 10-K
( ) Transition Report on Form 20-F
( ) Transition Report on Form 11-K
( ) Transition Report on Form 10-Q
( ) Transition Report on Form N-SAR
For the Transition Period Ended: ______________
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: _____________.
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PART I--REGISTRANT INFORMATION
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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
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(Full Name of Registrant)
Two West Second Street, Tulsa, Oklahoma 74103
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(Address of principal executive offices) (Zip Code)
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PART II--RULES 12-b25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) ( X )
(a) The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
Geodyne Resources, Inc. ("Geodyne") serves as general partner of 26 related
limited partnerships, including 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, and Geodyne
Energy Income Limited Partnership II-H. Many of these partnerships sold oil and
gas properties at auction during October 2006 which required the filing of
Current Reports on Form 8-K with the Securities and Exchange Commission. Geodyne
was required to prepare pro-forma financial statements for filing with these
Current Reports. Geodyne's activities for the sale of these properties,
preparation for additional sales in December 2006, preparation and filing of
Current Reports and pro-forma financial statements, preparation of Quarterly
Reports
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on Form 10-Q, and regular management functions of the registrants have placed a
significant time and workload strain on Geodyne's staff. As a result, Quarterly
Reports on Form 10-Q cannot be timely filed without unreasonable effort and/or
expense. The Quarterly Reports will be filed on or before November 20, 2006.
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
Annabel M. Jones
918-591-1006
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). ( X ) YES ( ) NO
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? ( )
YES ( X ) NO
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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SIGNATURES
The Registrant has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
(Registrant)
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
Date: November 15, 2006 By: /s/ Dennis R. Neill
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(Signature)
Dennis R. Neill
President
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