GEODYNE ENERGY INCOME LTD PARTNERSHIP II A
8-K, 1995-09-11
CRUDE PETROLEUM & NATURAL GAS
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                  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 6, 1995

            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
            -----------------------------------------------

        (Exact name of registrant as specified in its charter)

                         II-A: 0-16388         II-A: 73-1295505
                         II-B: 0-16405         II-B: 73-1303341
                         II-C: 0-16981         II-C: 73-1308986
                         II-D: 0-16980         II-D: 73-1329761
                         II-E: 0-17320         II-E: 73-1324751
                         II-F: 0-17799         II-F: 73-1330632
                         II-G: 0-17802         II-G: 73-1336572
      Oklahoma           II-H: 0-18305         II-H: 73-1342476
  ---------------        -------------         ----------------
  (State of other     Commission File Nos.     I.R.S. Employer
  jurisdiction of                             Identification Nos.
  incorporation)



                Two West Second Street, Tulsa, OK 74103
                ---------------------------------------
               (Address of principal executive offices)

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












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     Item 5.  Other Events

     As   set  forth  in  "Section  3  -  Legal  Proceedings"  of  the
Registrants'  Annual Report on Form  10-K for the  year ended December
31, 1994, the  Series II-A,  II-B, II-C, II-D,  and II-E  Partnerships
(the "Partnerships") own an interest in certain oil and gas properties
which are  subject to a lawsuit  in which there is  a possibility that
the Partnerships  may recover damages as a result of an alleged breach
of  a contract.  (Wolverine Exploration Company, et al., vs. Natural Gas
Pipeline  Company  of America,  Inc.,  et al.,  District  Court, Tulsa
County,  Oklahoma.)  In  June 1995, a  hearing was  conducted before a
three  person arbitration  panel and  on September  6, 1995  the panel
issued  its determination and awarded damages to the plaintiffs in the
matter.

     The  Partnerships estimated  share of  the awarded  damages would
increase   the  following   Partnerships'  assets  by   the  following
approximate amounts:

                        Total Partnership        Per Unit
                        -----------------        --------

              II-A          $1,300,000            $ 2.50
              II-B           2,100,000              5.50
              II-C             900,000              5.50
              II-D           2,300,000              7.00
              II-E           4,700,000             19.50

The above estimates may change for a number of reasons, including, but
not limited to, an appeal of the award by the one remaining defendant,
Texaco Inc.  

     At this  time, it is not known if Texaco will seek further review
of the arbitration award, therefore, there is no assurance of when and
if the Partnerships  will receive  the amounts noted  above.   Geodyne
Resources,  Inc. intends, however, to seek enforcement of the award of
the arbitration panel.  The Partnerships are responsible for a portion
of  the arbitration expenses not  already paid, which  amounts will be
reflected  in the November 1995 cash distributions.  Thereafter, it is
not expected  that the legal expenses  to defend the award  will be as
significant as the expenses incurred by the Partnerships over the last
several months.

     In  the event the Partnerships  ultimately receive any  or all of
the damages awarded, the  funds will be included in  the Partnerships'
revenues  for the quarter in which they are received.  Unitholders who
hold Units at  the time any related  cash distribution is  made, then,
will benefit from any recovery associated with the litigation. 




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                              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-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 PROPERTIES, INC.
                                 General Partner


DATE: September 11, 1995    By:  /s/ Dennis R. Neill
                                 ------------------------------
                                     Dennis R. Neill
                                     Senior Vice President




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