UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): November 15, 2007 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D 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-C: 0-18634 III-C: 73-1356542 III-D: 0-18936 III-D: 73-1357374 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 As described in the Current Report on Form 8-K dated November 15, 2007, the Geodyne Energy Income Limited Partnership III-A, the Geodyne Energy Income Limited Partnership III-B, Geodyne Energy Income Limited Partnership III-C, Geodyne Energy Income Limited Partnership III-D, 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 Clearinghouse auction in Houston, Texas on November 14 and 15, 2007. The East Criner Bromide Sand Unit failed to attain the minimum bid set forth at auction, but was sold to the high bidder, Sheridan Holding Company I, LLC, on November 30, 2007, following additional negotiations. The III-A Partnership owned an interest in this unit. As disclosed in the Form 8-K dated November 15, 2007 and filed on November 21, 2007, Samson Resources Company, an affiliate of the General Partner, purchased properties from the III-C, III-D, III-E, and III-F Partnerships through the competitive bidding process at the auction for total net proceeds of approximately $642,000, $525,000, $783,000, and $646,000, respectively. The combined net proceeds from the November 14 and 15, 2007 auction, including sales to affiliated entities, and the sale of the III-A Partnership's interest in the East Criner Bromide Sand Unit are shown 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 6 Oklahoma 2 6,298 51,173 $276,343 $ 432,000 III-B 1 Oklahoma 1 10,213 2,291 133,209 196,000 III-C 215 Oklahoma 33 10,742 387,153 971,050 2,189,000 III-D 213 Oklahoma 31 191 243,249 501,219 719,000 III-E 9 Oklahoma 3 4,011 260,819 610,964 808,000 III-F 7 Oklahoma 2 3,314 215,174 504,163 666,000 The transactions are subject to standard auction closing conditions. -2- The proceeds from the sales, less transaction costs, will be included in the February 15, 2008 cash distributions paid by the Partnerships. This sale was in conjunction with the Partnerships' scheduled termination on November 22, 2007 for the III-A Partnership and on December 31, 2007 for the other Partnerships. 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 December 6, 2007. 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-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D 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: December 4, 2007 -3-