UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): September 12, 2007 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F ---------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) III-A: 0-18302 III-A: 73-1352993 III-B: 0-18636 III-B: 73-1358666 III-E: 0-19010 III-E: 73-1367188 Oklahoma III-F: 0-19102 III-F: 73-1377737 - ---------------- ---------------- ------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) Two West Second Street, Tulsa, Oklahoma 74103 ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (918) 583-1791 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -1- ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On September 12, 2007, the Geodyne Energy Income Limited Partnership III-A, Geodyne Energy Income Limited Partnership III-B, Geodyne Energy Income Limited Partnership III-E, and Geodyne Energy Income Limited Partnership III-F (the "Partnerships") sold their interests in a number of producing properties to independent third parties at The Oil and Gas Asset Clearinghouse auction in Houston, Texas. Samson Resources Company, an affiliate of the General Partner, purchased properties from the III-A, III-B, III-E, and III-F Partnerships through the competitive bidding process at the auction for total net proceeds of approximately $18,000, $7,000, $31,000, and $25,000, respectively. Total net proceeds, including sales to affiliated entities, for the auction are as described below: Reserves Number Sold as Reserve of Location Number of 12/31/06 Value Wells of of Oil Gas Sold Net P/ship Sold Properties Purchasers (Bbls) (Mcf) 12/31/06 Proceeds - ------ ------ ---------- ---------- ------- --------- ---------- ---------- III-A 37 New Mexico 8 1,077 262,233 $ 481,865 $ 401,000 III-B 37 New Mexico 8 451 110,087 202,306 168,000 III-E 124 Wyoming 5 9,940 1,048,068 1,794,782 3,400,000 III-F 21 Colorado 4 105,176 580,150 2,993,393 4,283,000 and Wyoming The transactions are subject to standard auction closing conditions. The proceeds from the sales, less transaction costs, will be included in the November 15, 2007 cash distributions paid by the Partnerships. This sale was in conjunction with the Partnerships' scheduled termination on December 31, 2007. All of the Partnerships' properties will be sold as part of the liquidation process. It is anticipated that auction sales will continue through at least early 2008. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS The pro forma financial information that would be required pursuant to Article 11 of Regulation S-X will be filed by amendment to this Form 8-K on or before October 3, 2007. -2- 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 III-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F By: GEODYNE RESOURCES, INC. General Partner //s// Dennis R. Neill ----------------------------- Dennis R. Neill President DATE: September 18, 2007 -3-