EXHIBIT 20.1

                               November 14, 2001



TO:  All  Limited   Partners  in  the  Geodyne  Energy  Income  Limited
     Partnership II-E

RE:  Election to extend term of Partnership for additional two years


      As  previously  described to you, the limited  partnership  agreement,  as
amended (the "Agreement") for the above referenced Geodyne Energy Income Limited
Partnership   (the   "Partnership")  provides  that  the   Partnership   will
automatically terminate and dissolve on December 31, 2001.

      The  Agreement  gives  Geodyne  Resources as General  Partner an option to
extend the term of the  Partnership  for up to five  additional  two year terms.
Geodyne  is  hereby  notifying  you that it has  elected  to  extend  the  above
referenced  Partnership's  term for an additional two year period.  Accordingly,
Geodyne  will file an  amendment  to the  Partnership's  Certificate  of Limited
Partnership extending the Partnership's term until December 31, 2003.

      If you have any questions  concerning the  Partnership's  extension please
contact Geodyne Investor Services at 918-583-1791 or 888-436-3963.

      ......                        Very truly yours,

      ......                        GEODYNE RESOURCES, INC.,
      ......                        General Partner

                                    //s// Dennis R. Neill

                                    Dennis R. Neill
      ......                        President