FORM 10-K405
                            SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C.  20549
                   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000

Commission File Number:  P-1:  0-17800; P-2:  0-17801;
P-3:  0-18306; P-4:  0-18308; P-5:  0-18637; P-6:  0-18937

      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
      -------------------------------------------------------------------
            (Exact name of Registrant as specified in its Articles)

                                            P-1:  73-1330245
                                            P-2:  73-1330625
           P-1 and P-2:                     P-3:  73-1336573
              Texas                         P-4:  73-1341929
        P-3 through P-6:                    P-5:  73-1353774
            Oklahoma                        P-6:  73-1357375
---------------------------------       ----------------------
(State or other jurisdiction of            (I.R.S. Employer
 incorporation or organization)            Identification No.)

                  Two West Second Street, Tulsa, Oklahoma 74103
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

Securities  registered  pursuant to Section  12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:
  Depositary Units of Limited Partnership interest

      Indicate by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant  was  required to file such  reports) and (2) has been subject to the
filing requirements for the past 90 days. Yes X   No
                                             ---    ---

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation  S-K (Sec.  229.405 of this chapter) is not contained  herein,
and will not be contained,  to the best of registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.




                                      -1-
<PAGE>



                  Disclosure is not contained herein
          -----
            X     Disclosure is contained herein
          -----

      The Depositary Units are not publicly traded, therefore, Registrant cannot
compute the aggregate market value of the voting units held by non-affiliates of
the Registrant.

      DOCUMENTS INCORPORATED BY REFERENCE: None





                                      -2-
<PAGE>



                              FORM 10-K405
                            TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES................................................10
      ITEM 3.     LEGAL PROCEEDINGS.........................................21
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......21

PART II.....................................................................21
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......21
      ITEM 6.     SELECTED FINANCIAL DATA...................................24
      ITEM 7.     MANAGEMENT'S DISCUSSION AND  ANALYSIS OF  FINANCIAL  CONDITION
                  AND RESULTS OF OPERATIONS.................................31
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK........................................ 47
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.............. 47
      ITEM 9.     CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE ................................ 47

PART III................................................................... 48
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER.. 48
      ITEM 11.    EXECUTIVE COMPENSATION................................... 49
      ITEM 12.    SECURITY   OWNERSHIP   OF   CERTAIN   BENEFICIAL   OWNERS  AND
                  MANAGEMENT .............................................. 57
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........... 58

PART IV.................................................................... 60
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND  REPORTS  ON FORM
                  8-K ..................................................... 60
    SIGNATURES............................................................. 64





                                      -3-
<PAGE>


PART I.


ITEM 1.     BUSINESS

      General

      The Geodyne  Institutional/Pension  Energy Income P-1 Limited  Partnership
(the "P-1  Partnership")  and Geodyne  Institutional/Pension  Energy  Income P-2
Limited  Partnership (the "P-2  Partnership")  are limited  partnerships  formed
under   the   Texas   Revised   Limited   Partnership   Act  and   the   Geodyne
Institutional/Pension   Energy  Income   Limited   Partnership   P-3  (the  "P-3
Partnership"),  Geodyne  Institutional/Pension Energy Income Limited Partnership
P-4 (the "P-4 Partnership"), Geodyne Institutional/Pension Energy Income Limited
Partnership  P-5 (the  "P-5  Partnership"),  and  Geodyne  Institutional/Pension
Energy  Income  Limited  Partnership  P-6 (the "P-6  Partnership")  are  limited
partnerships  formed under the Oklahoma Revised Uniform Limited  Partnership Act
(collectively,  the  "Partnerships").  Each  Partnership  is composed of Geodyne
Resources,  Inc. ("Geodyne"),  a Delaware  corporation,  as the general partner,
Geodyne Institutional  Depository Company, a Delaware  corporation,  as the sole
initial limited  partner,  and public  investors as substitute  limited partners
(the "Limited Partners"). The Partnerships commenced operations on the dates set
forth below:

                                   Date of
            Partnership          Activation
            -----------       -----------------

                P-1           October 25, 1988
                P-2           February 9, 1989
                P-3           May 10, 1989
                P-4           November 21, 1989
                P-5           February 27, 1990
                P-6           September 5, 1990


      Immediately following  activation,  each Partnership invested as a general
partner in a separate  Oklahoma general  partnership which actually conducts the
Partnerships'  operations.  Geodyne  serves as managing  partner of such general
partnerships.  Unless the context  indicates  otherwise,  all  references to any
single  Partnership  or all of the  Partnerships  in this Annual  Report on Form
10-K405  ("Annual  Report") are  references to the  Partnership  and its related
general  partnership,  collectively.  In addition,  unless the context indicates
otherwise,  all  references  to the "General  Partner" in this Annual Report are
references  to Geodyne as the general  partner of the  Partnerships,  and as the
managing partner of the related general partnerships.

      The  General  Partner  currently  serves as general  partner of 26 limited
partnerships,  including the Partnerships. The General Partner is a wholly-owned
subsidiary of Samson Investment



                                      -4-
<PAGE>



Company.  Samson  Investment  Company  and its various  corporate  subsidiaries,
including the General Partner (collectively  "Samson"), are primarily engaged in
the production and  development of and  exploration for oil and gas reserves and
the  acquisition  and operation of producing  properties.  At December 31, 2000,
Samson owned interests in  approximately  13,500 oil and gas wells located in 19
states of the United States and the countries of Canada,  Venezuela, and Russia.
At December  31, 2000,  Samson  operated  approximately  2,700 oil and gas wells
located in 14 states of the United  States,  as well as Canada,  Venezuela,  and
Russia.

      The  Partnerships  are  currently  engaged in the  business  of owning net
profits  and  royalty  interests  in  oil  and  gas  properties  located  in the
continental  United States.  Most of the net profits  interests  acquired by the
Partnerships have been carved out of working  interests in producing  properties
("Working  Interests")  which were acquired by affiliated oil and gas investment
programs  (the  "Affiliated  Programs").   Net  profits  interests  entitle  the
Partnerships to a share of net revenues from producing  properties measured by a
specific  percentage of the net profits realized by such Affiliated  Programs on
those   properties.   Except  where  otherwise  noted,   references  to  certain
operational  activities of the  Partnerships  are actually the activities of the
Affiliated  Programs.  As the holder of a net profits interest, a Partnership is
not liable to pay any amount by which oil and gas  operating  costs and expenses
exceed revenues for any period, although any deficit, together with interest, is
applied to reduce the amounts payable to the Partnership in subsequent  periods.
As used throughout this Annual Report, the Partnerships' net profits and royalty
interests  in oil and gas sales will be  referred  to as "Net  Profits"  and the
Partnerships'  net profits and royalty  interests in oil and gas properties will
be collectively referred to as "Net Profits Interests."

      In order to  prudently  manage the  properties  which are  burdened by the
Partnerships'  Net  Profits  Interests,  it  may  be  appropriate  for  drilling
operations  to be  conducted on such  properties.  Since the  Partnerships'  Net
Profits are calculated  after  considering  such costs,  the  Partnerships  also
indirectly engage in development drilling.

      As limited partnerships,  the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February 15, 2001, Samson employed approximately 965 persons. No employees
are covered by collective  bargaining  agreements,  and management believes that
Samson  provides  a  sound  employee  relations  environment.   For  information
regarding the executive officers of the General Partner, see "Item 10. Directors
and Executive Officers of the General Partner."




                                      -5-
<PAGE>



      The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza,  Two West Second Street,  Tulsa,  Oklahoma  74103,  and
their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE].


      Funding

      Although the partnership  agreement for each Partnership (the "Partnership
Agreement")  permits  each  Partnership  to  incur  borrowings,  operations  and
expenses  are  currently  funded out of  revenues  from each  Partnership's  Net
Profits  Interests.  The General  Partner may,  but is not required to,  advance
funds to a Partnership  for the same purposes for which  Partnership  borrowings
are authorized.


      Principal Products Produced and Services Rendered

      The  Partnerships'  sole  business  is the  holding of certain Net Profits
Interests.  The  Partnerships  do not refine or otherwise  process crude oil and
condensate. The Partnerships do not hold any patents,  trademarks,  licenses, or
concessions and are not a party to any government  contracts.  The  Partnerships
have no backlog of orders and do not  participate  in research  and  development
activities.  The  Partnerships  are  not  presently  encountering  shortages  of
oilfield tubular goods, compressors, production material, or other equipment.


      Competition and Marketing

      The Partnerships' revenues, net income or loss, cash flows, carrying value
of oil and gas  properties,  and amount of oil and gas which can be economically
produced depend  substantially  upon the prevailing  prices for oil and gas. Oil
and gas prices (and  consequently the Partnerships'  profitability)  depend on a
number of factors that are beyond the control of the Partnerships. These factors
include worldwide political instability  (especially in oil-producing  regions),
United Nations export embargoes,  the supply and price of foreign imports of oil
and gas, the level of consumer  product demand (which can be heavily  influenced
by weather patterns),  the level of domestic oil and gas production,  government
regulations  and taxes,  the price and  availability of alternative  fuels,  the
overall   economic   environment,   and  the   availability   and   capacity  of
transportation and processing facilities.  The effect of these factors on future
oil and gas industry trends cannot be accurately  predicted or  anticipated.  In
addition, the domestic oil and gas industry is highly competitive,  with a large
number of companies and  individuals  engaged in the exploration and development
of oil and gas properties.  Predicting future prices is not possible. Concerning
past trends,  oil and gas prices in the United States have been highly  volatile
for many years.



                                      -6-
<PAGE>




      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.40 to $2.40 per Mcf range.  However,  due to  unusual  supply and
demand  circumstances  gas prices are  currently  substantially  higher than the
upper end of this range. Substantially all of the Partnerships' gas reserves are
being sold on the "spot  market."  Prices on the spot market are subject to wide
seasonal and regional pricing  fluctuations due to the highly competitive nature
of the spot market. In addition, such spot market sales are generally short-term
in nature  and are  dependent  upon the  obtaining  of  transportation  services
provided by pipelines.  Spot prices for the  Partnerships'  gas  increased  from
approximately  $2.24 per Mcf at December 31, 1999 to approximately $6.03 per Mcf
at  December  31,  2000.  Such prices were on an MMBTU basis and differ from the
prices actually received by the Partnerships due to transportation and marketing
costs, BTU adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
However, production curtailment agreements among major oil producing nations and
other supply and demand  factors have caused  recent oil prices to climb to over
$30.00  per  barrel in some  markets.  It is not known  whether  this trend will
continue.  Prices for the Partnerships' oil increased from approximately  $22.75
per barrel at December 31, 1999 to  approximately  $27.52 per barrel at December
31, 2000.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2000. While it is impossible to predict whether
future oil and gas prices will (i) stabilize,  (ii) increase, or (iii) decrease,
management  believes it is possible that average oil and gas prices for the near
future  may be  somewhat  higher  than the prices  experienced  over the past 10
years.



      Significant Customers

      The following  customers  accounted for ten percent or more of the oil and
gas sales  attributable to the  Partnerships'  Net Profits  Interests during the
year ended December 31, 2000:




                                      -7-
<PAGE>



   Partnership               Customer                       Percentage
   -----------       ------------------------               ----------

       P-1           El Paso Energy Marketing
                       Company ("El Paso")                       20.6%
                     Oneok Gas Marketing Company                 11.0%
                     Chevron U.S.A., Inc.
                       ("Chevron")                               10.5%


       P-2           El Paso                                     20.7%


       P-3           El Paso                                     20.7%


       P-4           El Paso                                     26.2%
                     Valero Industrial Gas LP                    23.7%
                     Phibro Energy, Inc.                         22.8%


       P-5           El Paso                                     76.0%

       P-6           El Paso                                     35.8%
                     HPL Resources Company                       15.2%
                     Tejas Gas Marketing
                       Company                                   15.2%

      In the  event  of  interruption  of  purchases  by one or  more  of  these
significant  customers or the cessation or material  change in  availability  of
open  access  transportation  by pipeline  transporters,  the  Partnerships  may
encounter  difficulty in marketing gas and in maintaining historic sales levels.
Management  does  not  expect  any of  its  open  access  transporters  to  seek
authorization to terminate their transportation  services.  Even if the services
were  terminated,  management  believes  that  alternatives  would be  available
whereby the Partnerships would be able to continue to market their gas.

      The  Partnerships'  principal  customers  for  crude  oil  production  are
refiners and other companies  which have pipeline  facilities near the producing
properties in which the  Partnerships  own Net Profits  Interests.  In the event
pipeline  facilities are not conveniently  available to production areas,  crude
oil is usually trucked by purchasers to storage facilities.


      Oil, Gas, and Environmental Control Regulations

      Regulation  of Production  Operations -- The  production of oil and gas is
subject to  extensive  federal and state laws and  regulations  governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates
of production, prevention of waste and pollution, and protection of the



                                      -8-
<PAGE>



environment.  In  addition  to the direct  costs  borne in  complying  with such
regulations,  operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.

      Regulation  of Sales and  Transportation  of Oil and Gas -- Sales of crude
oil and  condensate  are made at  market  prices  and are not  subject  to price
controls.  The sale of gas may be  subject  to both  federal  and state laws and
regulations. The provisions of these laws and regulations are complex and affect
all who produce,  resell,  transport, or purchase gas. Although virtually all of
the natural gas production  affecting the  Partnerships  is not subject to price
regulation,  other  regulations  affect the  availability of gas  transportation
services and the ability of gas  consumers to continue to purchase or use gas at
current levels. Accordingly,  such regulations may have a material effect on the
Partnerships' Net Profits and projections of future Net Profits.

      Future  Legislation --  Legislation  affecting the oil and gas industry is
under  constant  review  for  amendment  or  expansion.  Because  such  laws and
regulations  are frequently  amended or  reinterpreted,  management is unable to
predict what  additional  energy  legislation  may be proposed or enacted or the
future cost and impact of complying with existing or future regulations.

      Regulation  of the  Environment  - Oil and gas  operations  are subject to
numerous laws and  regulations  governing  the  discharge of materials  into the
environment or otherwise relating to environmental  protection.  Compliance with
such  laws  and  regulations,   together  with  any  penalties   resulting  from
noncompliance,   may  decrease  the   Partnerships'   Net  Profits.   Management
anticipates  that  various  local,  state,  and  federal  environmental  control
agencies will have an increasing impact on oil and gas operations.


      Insurance Coverage

      Exploration for and production of oil and gas are subject to many inherent
risks,  including  blowouts,   pollution,   fires,  and  other  casualties.  The
Partnerships  maintain  insurance  coverage as is  customary  for  entities of a
similar  size  engaged  in  similar  operations,   but  losses  can  occur  from
uninsurable risks or in amounts in excess of existing  insurance  coverage.  The
occurrence  of an event  which is not fully  covered by  insurance  could have a
material adverse effect on the Partnerships'  financial condition and results of
operations  in that it could  negatively  impact the cash flow received from the
Net Profits Interests.





                                      -9-
<PAGE>



ITEM 2.    PROPERTIES

      Well Statistics

      The following table sets forth the number of productive wells in which the
Partnerships had a Net Profits Interest as of December 31, 2000.

                  P/ship              Number of Wells(1)
                  ------          --------------------------
                                 Total         Oil        Gas
                                 -----        -----      -----

                   P-1            824          655        169
                   P-2            866          677        189
                   P-3            866          677        189
                   P-4            169           79         90
                   P-5             70           22         48
                   P-6            116           34         82

---------------
(1)   The  designation  of a well  as an oil  well  or gas  well  is made by the
      General  Partner based on the relative  amount of oil and gas reserves for
      the well.  Regardless of a well's oil or gas  designation,  it may produce
      oil, gas, or both oil and gas.


      Drilling Activities

      During 2000 the Partnerships  indirectly  participated  (through their Net
Profits Interests) in the developmental drilling activities described below.

                                     Revenue
P/ship    Well Name          County     St.   Interest   Type    Status
------   ------------       ---------   ---   --------   ----   ---------

 P-1     Wolfe No. 7         Winkler    TX     .00479     Oil   Producing
 P-2     Wolfe No. 7         Winkler    TX     .00327     Oil   Producing
 P-3     Wolfe No. 7         Winkler    TX     .00603     Oil   Producing
 P-4     D.D. Hachar No. 36  Webb       TX     .02454     Gas   Producing

The P-5 and P-6  Partnerships  did not  participate  in any drilling  activities
during 2000.

      Oil and Gas Production, Revenue, and Price History

      The following tables set forth certain historical  information  concerning
the  oil  (including   condensates)  and  gas  production  attributable  to  the
Partnerships' Net Profits Interests,  revenues  attributable to such production,
and certain price information.



                                      -10-
<PAGE>






                              Net Production Data

                                P-1 Partnership
                                ---------------

                                              Year Ended December 31,
                                    ----------------------------------------
                                       2000           1999           1998
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        17,814         24,737         26,676
      Gas (Mcf)                        304,477        357,439        321,426

   Oil and gas sales(1):
      Oil                           $  497,691     $  412,946     $  357,439
      Gas                            1,011,219        665,565        585,775
                                     ---------      ---------      ---------
         Total                      $1,508,910     $1,078,511     $  943,214
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $27.94         $16.69         $13.40
      Per Mcf of gas                      3.32           1.86           1.82

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-1
      Partnership's  financial statements because they do not reflect the offset
      of $258,325, $275,972, and $248,295,  respectively, of production expenses
      incurred by the Affiliated Programs.



                                      -11-
<PAGE>




                               Net Production Data

                                 P-2 Partnership
                                 ---------------

                                              Year Ended December 31,
                                    ----------------------------------------
                                       2000           1999           1998
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        12,518        17,583         18,652
      Gas (Mcf)                        246,666       289,443        266,232

   Oil and gas sales(1):
      Oil                           $  349,787     $ 293,110      $ 249,655
      Gas                              838,464       556,043        492,065
                                     ---------       -------        -------
         Total                      $1,188,251     $ 849,153      $ 741,720
                                     =========       =======        =======
   Average sales price:
      Per barrel of oil                 $27.94        $16.67         $13.38
      Per Mcf of gas                      3.40          1.92           1.85

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-2
      Partnership's  financial statements because they do not reflect the offset
      of $214,517, $230,263, and $203,535,  respectively, of production expenses
      incurred by the Affiliated Programs.




                                      -12-
<PAGE>




                              Net Production Data

                                P-3 Partnership
                                ---------------

                                              Year Ended December 31,
                                    ----------------------------------------
                                       2000           1999           1998
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        23,146         32,552         34,533
      Gas (Mcf)                        460,861        543,312        496,649

   Oil and gas sales(1):
      Oil                           $  646,749     $  542,233     $  462,244
      Gas                            1,566,811      1,044,195        919,875
                                     ---------      ---------      ---------
         Total                      $2,213,560     $1,586,428     $1,382,119
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $27.94         $16.66         $13.39
      Per Mcf of gas                      3.40           1.92           1.85

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-3
      Partnership's  financial statements because they do not reflect the offset
      of $402,262, $430,614, and $384,655,  respectively, of production expenses
      incurred by the Affiliated Programs.



                                      -13-
<PAGE>



                              Net Production Data

                                P-4 Partnership
                                ---------------

                                              Year Ended December 31,
                                    ----------------------------------------
                                       2000           1999           1998
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        23,482         17,505         16,783
      Gas (Mcf)                        339,221        338,882        370,975

   Oil and gas sales(1):
      Oil                           $  684,104     $  295,745     $  210,592
      Gas                            1,331,225        746,206        797,041
                                     ---------      ---------      ---------
         Total                      $2,015,329     $1,041,951     $1,007,633
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $29.13         $16.89         $12.55
      Per Mcf of gas                      3.92           2.20           2.15

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-4
      Partnership's  financial statements because they do not reflect the offset
      of $419,053, $295,097, and $273,107,  respectively, of production expenses
      incurred by the Affiliated Programs.



                                      -14-
<PAGE>



                              Net Production Data

                                P-5 Partnership
                                ---------------

                                              Year Ended December 31,
                                    ----------------------------------------
                                       2000           1999           1998
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                         5,827          6,858          6,315
      Gas (Mcf)                        495,141        464,917        552,109

   Oil and gas sales(1):
      Oil                           $  170,821     $  117,808     $   88,408
      Gas                            1,741,689        922,397      1,030,105
                                     ---------      ---------      ---------
         Total                      $1,912,510     $1,040,205     $1,118,513
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $29.32         $17.18         $14.00
      Per Mcf of gas                      3.52           1.98           1.87

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-5
      Partnership's  financial statements because they do not reflect the offset
      of $478,767, $183,763, and $291,437,  respectively, of production expenses
      incurred by the Affiliated Programs.




                                      -15-
<PAGE>



                              Net Production Data

                                P-6 Partnership
                                ---------------

                                              Year Ended December 31,
                                    ----------------------------------------
                                       2000           1999           1998
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        14,022         17,227         19,139
      Gas (Mcf)                        809,428        909,561        948,078

   Oil and gas sales(1):
      Oil                           $  394,656     $  280,628     $  280,141
      Gas                            2,934,211      1,765,886      1,737,876
                                     ---------      ---------      ---------
         Total                      $3,328,867     $2,046,514     $2,018,017
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $28.15         $16.29         $14.64
      Per Mcf of gas                      3.63           1.94           1.83

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-6
      Partnership's  financial statements because they do not reflect the offset
      of $860,708, $705,730, and $777,917,  respectively, of production expenses
      incurred by the Affiliated Programs.





                                      -16-
<PAGE>



      Proved Reserves and Net Present Value

      The following table sets forth each Partnership's estimated proved oil and
gas reserves and net present value  therefrom as of December 31, 2000 which were
attributable  to the  Partnerships'  Net  Profits  Interests.  The  schedule  of
quantities of proved oil and gas reserves was prepared by the General Partner in
accordance with the rules  prescribed by the Securities and Exchange  Commission
(the "SEC").  Certain  reserve  information was reviewed by Ryder Scott Company,
L.P.  ("Ryder  Scott"),  an  independent  petroleum  engineering  firm.  As used
throughout  this Annual  Report,  "proved  reserves"  refers to those  estimated
quantities of crude oil, gas, and gas liquids which  geological and  engineering
data  demonstrate  with  reasonable  certainty to be recoverable in future years
from  known  oil  and gas  reservoirs  under  existing  economic  and  operating
conditions.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated  future  development  costs,  discounted at 10% per annum. Net present
value  attributable to the  Partnerships'  proved reserves was calculated on the
basis of current  costs and prices at December  31,  2000.  Such prices were not
escalated  except in  certain  circumstances  where  escalations  were fixed and
readily determinable in accordance with applicable contract provisions.  The oil
and gas prices at  December  31,  2000 have caused the  estimates  of  remaining
economically  recoverable  reserves as well as the value placed on said reserves
to be  substantially  higher  than  in  the  past  several  years,  particularly
considering the impact of depletion from production over the years. Any decrease
in these  prices will result in a  corresponding  reduction  in the  estimate of
remaining  reserves.  The  prices  used in  calculating  the net  present  value
attributable to the  Partnerships'  proved  reserves do not necessarily  reflect
market prices for oil and gas production  subsequent to December 31, 2000. There
can be no assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves at December 31, 2000 will actually be realized
for such  production.  The General  Partner  believes  that it is unlikely  that
prices will remain at their current high levels.

      The process of  estimating  oil and gas  reserves  is  complex,  requiring
significant  subjective  decisions in the  evaluation  of available  geological,
engineering,  and  economic  data  for  each  reservoir.  The  data  for a given
reservoir may change substantially over time as a result of, among other things,
additional development activity, production history, and viability of production
under varying economic conditions;  consequently, it is reasonably possible that
material  revisions to existing reserve  estimates may occur in the near future.
Although  every  reasonable  effort has been made to ensure  that these  reserve
estimates represent the most accurate assessment



                                      -17-
<PAGE>



possible, the significance of the subjective decisions required and variances in
available  data for  various  reservoirs  make these  estimates  generally  less
precise than other estimates  presented in connection  with financial  statement
disclosures.

                               Proved Reserves and
                               Net Present Values
                              From Proved Reserves

                           As of December 31, 2000(1)
P-1 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  1,826,065
      Oil and liquids (Bbls)                                       188,906

   Net present value (discounted at 10% per annum)             $ 7,940,729


P-2 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  1,640,401
      Oil and liquids (Bbls)                                       136,670

   Net present value (discounted at 10% per annum)             $ 6,594,893


P-3 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,080,745
      Oil and liquids (Bbls)                                       252,875

   Net present value (discounted at 10% per annum)             $12,321,552


P-4 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,400,809
      Oil and liquids (Bbls)                                        64,699

   Net present value (discounted at 10% per annum)             $ 9,163,620


P-5 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,385,944
      Oil and liquids (Bbls)                                        33,412

   Net present value (discounted at 10% per annum)             $ 7,855,834




                                      -18-
<PAGE>




P-6 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  4,195,462
      Oil and liquids (Bbls)                                       113,104

   Net present value (discounted at 10% per annum)             $13,547,417

---------
(1)   Includes certain gas balancing adjustments which cause the gas volumes and
      net present values to differ from the reserve  reports which were prepared
      by the General Partner and reviewed by Ryder Scott.

      No  estimates of the proved  reserves of the  Partnerships  comparable  to
those included  herein have been included in reports to any federal agency other
than  the SEC.  Additional  information  relating  to the  Partnership's  proved
reserves  is  contained  in Note 4 to the  Partnerships'  financial  statements,
included in Item 8 of this Annual Report.

Significant Properties

      The   following   table  sets  forth  the  number  and   percent  of  each
Partnership's  total wells which are operated by affiliates of the  Partnerships
as of December 31, 2000:

                                     Operated Wells
                            --------------------------------
                           Partnership      Number     Percent
                           -----------      ------     -------
                              P-1             24          1%
                              P-2             45          2%
                              P-3             45          2%
                              P-4             15          7%
                              P-5             77         29%
                              P-6            109         35%

      The following  table sets forth certain well and reserve  information  for
the basins in which the  Partnerships  own a  significant  amount of Net Profits
Interests.  The table contains the following  information  for each  significant
basin:  (i) the number of wells in which a Net Profits  Interest is owned,  (ii)
the number and  percentage of wells  operated by the  Partnership's  affiliates,
(iii) estimated proved oil reserves, (iv) estimated proved gas reserves, and (v)
the present  value  (discounted  at 10% per annum) of estimated  future net cash
flow.

      The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Gulf Coast Basin is located in southern Louisiana and southeast Texas.
The Southern Oklahoma Folded Belt Basin is located in southern  Oklahoma,  while
the Permian Basin is located in west Texas and southeast New Mexico.



                                      -19-
<PAGE>




                 Significant Properties as of December 31, 2000
                 -----------------------------------------------

                               Wells
                            Operated by
                             Affiliates      Oil         Gas
                   Total     -----------   Reserves    Reserves       Present
Basin              Wells     Number %(1)    (Bbl)       (Mcf)          Value
-----------        -----     ------ ----   --------    ---------    ----------
P-1 P/ship:
  Permian          2259         2      -   177,689      740,852    $4,472,812
  Anadarko           58        18     31%    2,009    1,026,735     3,267,971

P-2 P/ship:
  Permian          2259         2      -   121,517      510,516    $3,071,309
  Anadarko           58        18     31%    1,788      845,737     2,690,972

P-3 P/ship:
  Permian          2259         2      -   223,957      941,816    $5,664,670
  Anadarko           58        18     31%    3,346    1,575,134     5,012,282
  South. Ok.
   Folded Belt       26        21     81%   13,321      408,974     1,192,767

P-4 P/ship:
  Gulf Coast         85         4      5%   51,808    1,048,869    $4,706,605
  Anadarko           38         9     24%    2,843      934,504     3,004,803

P-5 P/ship:
  Anadarko           86        24     28%    5,880    1,680,390    $5,337,799
  South. Ok.
   Folded Belt       19         -      -    18,779      368,517     1,399,819
  Permian            63        26     41%    8,607      285,272       909,849

P-6 P/ship:
  Anadarko           86        24     28%    3,944    1,599,959    $5,049,660
  East Texas          4         3     75%    2,864      973,879     2,675,520
  Gulf Coast         12         1      8%    8,117      717,208     2,546,777
  South. Ok.
   Folded Belt       32        14     31%   80,121      206,208     1,739,700
-------------------------------
(1)   Percent of the  Partnership's  total wells in the basin which are operated
      by affiliates of the Partnership.

      Title to Oil and Gas Properties

      Management believes that the Partnerships have satisfactory title to their
Net Profits  Interests.  Record  title to all of the  properties  subject to the
Partnerships'  Net  Profits  Interests  is held by either  the  Partnerships  or
Geodyne Nominee Corporation, an affiliate of the General Partner.

      Title to the  Partnerships'  Net Profits Interests is subject to customary
royalty, overriding royalty, carried, working, and



                                      -20-
<PAGE>



other similar  interests and contractual  arrangements  customary in the oil and
gas industry, to liens for current taxes not yet due, and to other encumbrances.
Management  believes that such burdens do not materially  detract from the value
of such properties or from the  Partnerships'  Net Profits  Interests therein or
materially  interfere  with  their  use in the  operation  of the  Partnerships'
business.


ITEM 3.     LEGAL PROCEEDINGS

      To the knowledge of the General  Partner,  neither the General Partner nor
the Partnerships or their properties are subject to any litigation,  the results
of which  would  have a  material  effect on the  Partnerships'  or the  General
Partner's financial condition or operations.


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS

      There were no matters  submitted to a vote of the Limited  Partners of any
Partnership during 2000.


PART II.

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  2001,  the  number  of  Units  outstanding  and  the
approximate  number of Limited  Partners of record in the  Partnerships  were as
follows:


                                Number of         Limited
              Partnership         Units           Partners
              -----------       ---------         --------

                 P-1             108,074             786
                 P-2              90,094             520
                 P-3             169,637           1,325
                 P-4             126,306             896
                 P-5             118,449             972
                 P-6             143,041             742


      Units were initially sold for a price of $100. The Units are not traded on
any exchange and there is no public trading market for them. The General Partner
is aware of certain transfers of Units between unrelated parties,  some of which
are facilitated by secondary trading firms and matching  services.  In addition,
as further described below, the General Partner is aware of certain "4.9% tender
offers" which have been made for the Units.  The General  Partner  believes that
the transfers between unrelated parties have been limited and sporadic in number
and volume.



                                      -21-
<PAGE>



      Other  than  trades facilitated  by  certain  secondary  trading firms and
matching  services,  no  organized   trading market for Units exists and none is
expected to  develop.    Due  to the nature of these  transactions,  the General
Partner has no verifiable information  regarding prices at which Units have been
transferred.  Further, a transferee may not become a substitute Limited  Partner
without the consent of the General Partner.

      Pursuant to the terms of the Partnership  Agreements,  the General Partner
is obligated to annually issue a repurchase  offer based on the estimated future
net revenues from the Partnerships'  reserves and is calculated  pursuant to the
terms of the  Partnership  Agreements.  Such  repurchase  offer is  recalculated
monthly in order to reflect  cash  distributions  to the  Limited  Partners  and
extraordinary  events.  The  following  table sets forth the  General  Partner's
repurchase  offer per Unit as of the  periods  indicated.  For  purposes of this
Annual  Report,  a  Unit  represents  an  initial  subscription  of  $100  to  a
Partnership.


                            Repurchase Offer Prices
                            -----------------------

                      1999                         2000                 2001
            -------------------------     -------------------------     ----
            1st    2nd    3rd    4th      1st     2nd    3rd   4th      1st
P/ship      Qtr.   Qtr.   Qtr.   Qtr.     Qtr.    Qtr.   Qtr.  Qtr.     Qtr.
------      ----   ----   ----   ----     ----    ----   ----  ----     ----

 P-1        $17    $16    $20    $19      $17     $15    $22   $19      $17
 P-2         18     17     20     19       17      15     21    19       16
 P-3         18     17     20     19       17      15     21    19       17
 P-4         14     14     14     13       12      11     16    14       10
 P-5         11     10     13     11       10       8     17    14       11
 P-6         18     17     20     18       15      13     24    20       15

      In addition to this repurchase  offer,  some of the Partnerships have been
subject to "4.9% tender offers" from several third parties.  The General Partner
does not know the terms of these  offers or the prices  received  by the Limited
Partners who accepted these offers.





                                      -22-
<PAGE>



      Cash Distributions

      Cash  distributions  are primarily  dependent  upon a  Partnership's  cash
receipts  from  its  Net  Profits   Interests  and  cash   requirements  of  the
Partnership.  Distributable cash is determined by the General Partner at the end
of each calendar  quarter and distributed to the Limited Partners within 45 days
after the end of the quarter.  Distributions are restricted to cash on hand less
amounts  required  to be  retained  out of such cash as  determined  in the sole
judgment of the General  Partner to pay costs,  expenses,  or other  Partnership
obligations whether accrued or anticipated to accrue. In certain instances,  the
General  Partner may not distribute the full amount of cash receipts which might
otherwise be available  for  distribution  in an effort to equalize or stabilize
the amounts of quarterly  distributions.  Any available  amounts not distributed
are  invested  and the  interest  or income  thereon is for the  accounts of the
Limited Partners.

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 1999 and 2000 and the first quarter of 2001:

                      Cash Distributions
                      ------------------

                              1999
            -----------------------------------------------
              1st           2nd          3rd          4th
   P/ship   Quarter       Quarter    Quarter        Quarter
   ------   -------       -------    -------        -------
    P-1      $0.92         $0.97        $1.05        $1.38
    P-2       0.87          0.91         1.07         1.39
    P-3       0.85          0.90         1.06         1.36
    P-4       0.69          0.74         0.87         1.24
    P-5       1.23          0.97         1.06         1.40
    P-6       2.08          1.35         1.52         2.15

                              2000                                  2001
            -----------------------------------------------       -------
              1st           2nd          3rd          4th           1st
   P/ship   Quarter       Quarter    Quarter        Quarter       Quarter
   ------   -------       -------    -------        -------       -------
    P-1      $1.67         $1.80        $1.91        $2.54         $2.60
    P-2       1.51          1.63         1.71         2.41          2.44
    P-3       1.51          1.70         1.77         2.38          2.42
    P-4       1.09          1.37         1.57         2.57          3.35
    P-5       1.53          1.49         1.96         2.66          3.60
    P-6       2.34          2.13         2.53         4.17          4.79




                                      -23-
<PAGE>




ITEM 6.     SELECTED FINANCIAL DATA

      The following tables present selected financial data for the Partnerships.
This data should be read in  conjunction  with the  financial  statements of the
Partnerships,  and the  respective  notes  thereto,  included  elsewhere in this
Annual Report. See "Item 8. Financial Statements and Supplementary Data."




                                      -24-
<PAGE>


<TABLE>
<CAPTION>


                                                 Selected Financial Data

                                                     P-1 Partnership
                                                     ---------------

                                          2000            1999              1998             1997            1996
                                      ------------    ------------      ------------     ------------    ------------
<S>                                   <C>             <C>               <C>              <C>               <C>

Net Profits                            $1,250,585      $  802,539        $  694,919       $1,064,105        $1,191,311
Net Income:
   Limited Partners                       945,012         443,201           760,585          106,676           773,173
   General Partner                        116,609          65,862            60,539           54,016            53,849
   Total                                1,061,621         509,063           821,124          160,692           827,022
Limited Partners' Net
   Income per Unit                           8.74            4.10              7.04              .99              7.15
Limited Partners' Cash
   Distributions per Unit                    7.92            4.32             13.59            11.43              9.41
Total Assets                            1,457,182       1,354,470         1,372,787        2,076,686         3,230,759
Partners' Capital (Deficit)
   Limited Partners                     1,521,899       1,431,887         1,455,686        2,164,101         3,293,425
   General Partner                    (    64,717)    (    77,417)      (    82,899)     (    87,415)      (    62,666)
Number of Units
   Outstanding                            108,074         108,074           108,074          108,074           108,074

</TABLE>



                                      -25-
<PAGE>

<TABLE>
<CAPTION>



                                                 Selected Financial Data

                                                     P-2 Partnership
                                                     ---------------


                                       2000              1999              1998              1997            1996
                                   ------------      ------------      ------------      ------------    ------------
<S>                                <C>               <C>               <C>               <C>             <C>
Net Profits                         $  973,734        $  618,890        $  538,185        $  836,494      $  911,429
Net Income:
   Limited Partners                    721,586           333,537           545,193            45,213         551,248
   General Partner                      89,569            31,057            36,137            41,244          40,232
   Total                               811,155           364,594           581,330            86,457         591,480
Limited Partners' Net
   Income per Unit                        8.01              3.70              6.05               .50            6.12
Limited Partners' Cash
   Distributions per Unit                 7.26              4.24             11.78             10.86            8.42
Total Assets                         1,215,028         1,139,335         1,172,679         1,686,752       2,635,549
Partners' Capital (Deficit)
   Limited Partners                  1,263,506         1,195,920         1,243,383         1,759,190       2,692,977
   General Partner                 (    48,478)      (    56,585)      (    70,704)      (    72,438)   (    57,428)
Number of Units
   Outstanding                          90,094            90,094            90,094            90,094          90,094

</TABLE>




                                      -26-
<PAGE>


<TABLE>
<CAPTION>

                                                 Selected Financial Data

                                                     P-3 Partnership
                                                     ---------------

                                       2000              1999              1998            1997            1996
                                   ------------      ------------      ------------    ------------    ------------
<S>                                <C>               <C>               <C>             <C>              <C>
Net Profits                         $1,811,298        $1,155,814        $  997,464      $1,559,975       $1,706,259
Net Income:
   Limited Partners                  1,356,720           635,523         1,009,546          30,632        1,024,694
   General Partner                     152,174            45,011            66,787          76,414           75,192
   Total                             1,508,894           680,534         1,076,333         107,046        1,099,886
Limited Partners' Net
   Income per Unit                        8.00              3.75              5.95             .18             6.04
Limited Partners' Cash
   Distributions per
   Unit                                   7.36              4.17             11.60           10.81             8.21
Total Assets                         2,265,592         2,131,160         2,183,351       3,136,542        4,968,083
Partners' Capital
   (Deficit)
   Limited Partners                  2,352,589         2,244,869         2,316,346       3,273,800        5,075,168
   General Partner                 (    86,997)      (   113,709)      (   132,995)    (   137,258)       (107,085)
Number of Units
   Outstanding                         169,637           169,637           169,637         169,637          169,637


</TABLE>


                                      -27-
<PAGE>

<TABLE>
<CAPTION>



                                                 Selected Financial Data

                                                     P-4 Partnership
                                                     ---------------


                                          2000              1999            1998             1997             1996
                                      ------------      ------------    ------------     ------------     ------------
<S>                                   <C>               <C>             <C>              <C>               <C>
Net Profits                            $1,596,276        $  746,854      $  734,526       $1,290,780        $1,373,635
Net Income:
   Limited Partners                     1,187,175           367,583         357,206           52,241           584,825
   General Partner                        143,717            36,289          27,697           49,097            52,931
   Total                                1,330,892           403,872         384,903          101,338           637,756
Limited Partners' Net
   Income per Unit                           9.40              2.91            2.83              .41              4.63
Limited Partners' Cash
   Distributions per Unit                    6.60              3.54            6.19            11.84              9.62
Total Assets                            1,716,358         1,337,559       1,403,444        1,827,292         3,283,477
Partners' Capital (Deficit)
   Limited Partners                     1,771,055         1,417,880       1,497,297        1,922,091         3,364,850
   General Partner                    (    54,697)      (    80,321)    (    93,853)     (    94,799)      (    81,373)
Number of Units
   Outstanding                            126,306           126,306         126,306          126,306           126,306

</TABLE>



                                      -28-
<PAGE>


<TABLE>
<CAPTION>

                                                 Selected Financial Data

                                                     P-5 Partnership
                                                     ---------------


                                          2000              1999             1998              1997            1996
                                      ------------      ------------     -----------       ------------   ------------
<S>                                   <C>               <C>             <C>              <C>               <C>
Net Profits                            $1,433,743        $  856,442      $  827,076       $1,000,125        $1,112,631
Net Income:
   Limited Partners                     1,184,263           519,222         710,547      (   355,086)          593,334
   General Partner                         64,906            34,149          48,790           34,199            46,364
   Total                                1,249,169           553,371         759,337      (   320,887)          639,698
Limited Partners' Net
   Income per Unit                          10.00              4.38            6.00      (      3.00)             5.01
Limited Partners' Cash
   Distributions per Unit                    7.64              4.66            9.04             8.45              6.87
Total Assets                            1,522,340         1,235,321       1,257,489        1,621,507         2,993,188
Partners' Capital (Deficit)
   Limited Partners                     1,583,222         1,303,959       1,336,737        1,696,190         3,053,276
   General Partner                    (    60,882)      (    68,638)    (    79,248)     (    74,683)      (    60,088)
Number of Units
   Outstanding                            118,449           118,449         118,449          118,449           118,449

</TABLE>



                                      -29-
<PAGE>

<TABLE>
<CAPTION>


                                                 Selected Financial Data

                                                     P-6 Partnership
                                                     ---------------


                                        2000              1999             1998             1997             1996
                                    ------------      ------------     ------------     ------------     ------------
<S>                                 <C>               <C>              <C>              <C>               <C>
Net Profits                          $2,468,159        $1,340,784       $1,240,100       $1,793,685        $2,002,957
Net Income:
   Limited Partners                   1,897,956           796,190          739,792           97,934           996,385
   General Partner                      112,363            55,301           56,121           67,889            84,925
   Total                              2,010,319           851,491          795,913          165,823         1,081,310
Limited Partners' Net
   Income per Unit                        13.27              5.57             5.17              .68              6.97
Limited Partners' Cash
   Distributions per Unit                 11.17              7.10             9.29            11.62             10.07
Total Assets                          2,625,065         2,314,214        2,511,782        3,112,118         4,714,677
Partners' Capital (Deficit)
   Limited Partners                   2,700,570         2,400,614        2,618,424        3,208,632         4,773,698
   General Partner                  (    75,505)      (    86,400)     (   106,642)     (    96,514)      (    59,021)
Number of Units
   Outstanding                          143,041           143,041          143,041          143,041           143,041

</TABLE>


                                      -30-
<PAGE>




ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS


      Use of Forward-Looking Statements and Estimates

      This Annual Report contains certain forward-looking  statements. The words
"anticipate,"  "believe,"  "expect,"  "plan," "intend,"  "estimate,"  "project,"
"could," "may," and similar expressions are intended to identify forward-looking
statements.  Such statements reflect  management's current views with respect to
future  events and  financial  performance.  This Annual  Report  also  includes
certain information which is, or is based upon, estimates and assumptions.  Such
estimates and assumptions  are  management's  efforts to accurately  reflect the
condition and operation of the Partnerships.

      Use of  forward-looking  statements and estimates and assumptions  involve
risks and uncertainties which include, but are not limited to, the volatility of
oil and gas prices, the uncertainty of reserve  information,  the operating risk
associated with oil and gas properties  (including the risk of personal  injury,
death, property damage, damage to the well or producing reservoir, environmental
contamination,  and other  operating  risks),  the  prospect of changing tax and
regulatory laws, the availability and capacity of processing and  transportation
facilities,  the  general  economic  climate,  the  supply  and price of foreign
imports of oil and gas, the level of consumer product demand,  and the price and
availability  of  alternative  fuels.  Should  one or more  of  these  risks  or
uncertainties  occur  or  should  estimates  or  underlying   assumptions  prove
incorrect,  actual  conditions or results may vary materially and adversely from
those stated, anticipated, believed, estimated, or otherwise indicated.


      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis of results of  operations  provided  below.  As previously  noted,  the
Partnerships  own net profits and royalty  interests in oil and gas  properties.
The  Partnerships'  net profits  interests were carved out of Working  Interests
which were acquired by the Affiliated  Programs.  Net profits  interests entitle
the Partnerships to a share of net revenues from producing  properties  measured
by a  specific  percentage  of the  net  profits  realized  by  such  Affiliated
Programs.  Except  where  otherwise  noted,  references  to certain  operational
activities of the  Partnerships  are actually the  activities of the  Affiliated
Programs.  As the holder of a net profits interest,  a Partnership is not liable
to pay any  amount by which oil and gas  operating  costs  and  expenses  exceed
revenues for any period,  although  any  deficit,  together  with  interest,  is
applied to reduce the amounts



                                      -31-
<PAGE>



payable to the  Partnership  in  subsequent  periods.  As used  throughout  this
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations,  the  Partnerships' net profits and royalty interests in oil and gas
sales will be referred to as "Net Profits" and the Partnerships' net profits and
royalty interests in oil and gas properties will be collectively  referred to as
"Net Profits Interests."

      The Partnerships' revenues, net income or loss, cash flows, carrying value
of oil and gas  properties,  and amount of oil and gas which can be economically
produced depend  substantially  upon the prevailing  prices for oil and gas. Oil
and gas prices (and  consequently the Partnerships'  profitability)  depend on a
number of factors that are beyond the control of the Partnerships. These factors
include worldwide political instability  (especially in oil-producing  regions),
United Nations export embargoes,  the supply and price of foreign imports of oil
and gas, the level of consumer  product demand (which can be heavily  influenced
by weather patterns),  the level of domestic oil and gas production,  government
regulations  and taxes,  the price and  availability of alternative  fuels,  the
overall   economic   environment,   and  the   availability   and   capacity  of
transportation and processing facilities.  The effect of these factors on future
oil and gas industry trends cannot be accurately  predicted or  anticipated.  In
addition, the domestic oil and gas industry is highly competitive,  with a large
number of companies and  individuals  engaged in the exploration and development
of oil and gas properties.  Predicting future prices is not possible. Concerning
past trends,  oil and gas prices in the United States have been highly  volatile
for many years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.40 to $2.40 per Mcf range.  However,  due to  unusual  supply and
demand  circumstances  gas prices are  currently  substantially  higher than the
upper end of this range. Substantially all of the Partnerships' gas reserves are
being sold on the "spot  market."  Prices on the spot market are subject to wide
seasonal and regional pricing  fluctuations due to the highly competitive nature
of the spot market. In addition, such spot market sales are generally short-term
in nature  and are  dependent  upon the  obtaining  of  transportation  services
provided by pipelines.  Spot prices for the  Partnerships'  gas  increased  from
approximately  $2.24 per Mcf at December 31, 1999 to approximately $6.03 per Mcf
at  December  31,  2000.  Such prices were on an MMBTU basis and differ from the
prices actually received by the Partnerships due to transportation and marketing
costs, BTU adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian



                                      -32-
<PAGE>



energy demand,  oil prices in late 1997 and early 1998 reached  historically low
levels,  dropping  to  as  low  as  approximately  $9.25  per  barrel.  However,
production  curtailment  agreements among major oil producing  nations and other
supply and demand  factors have caused recent oil prices to climb to over $30.00
per barrel in some markets.  It is not known  whether this trend will  continue.
Prices for the Partnerships' oil increased from approximately  $22.75 per barrel
at December 31, 1999 to approximately $27.52 per barrel at December 31, 2000.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2000. While it is impossible to predict whether
future oil and gas prices will (i) stabilize,  (ii) increase, or (iii) decrease,
management  believes it is possible that average oil and gas prices for the near
future  may be  somewhat  higher  than the prices  experienced  over the past 10
years.

      As discussed in the "Results of Operations" section below,  volumes of oil
and gas sold also significantly affect the Partnerships'  revenues.  Oil and gas
wells generally  produce the most oil or gas in the earlier years of their lives
and, as production continues, the rate of production naturally declines. At some
point,   production  physically  ceases  or  becomes  no  longer  economic.  The
Partnerships  are  not  acquiring  additional  Net  Profits  Interests,  and the
existing  Net Profits  Interests  are not  experiencing  significant  additional
production through drilling or other capital projects. Therefore, volumes of oil
and gas produced from the properties  underlying the  Partnerships'  Net Profits
Interests  naturally  decline  from  year to  year.  While it is  difficult  for
management to predict future production from these properties, it is likely that
this general trend of declining production will continue.

      Despite this general trend of declining  production,  several  factors can
cause the volumes of oil and gas sold to increase or decrease at an even greater
rate over a given  period.  These factors  include,  but are not limited to, (i)
geophysical conditions which cause an acceleration of the decline in production,
(ii) the shutting in of wells (or the opening of previously  shut-in  wells) due
to low  oil  and gas  prices,  mechanical  difficulties,  loss  of a  market  or
transportation, or performance of workovers,  recompletions, or other operations
in the well, (iii) prior period volume adjustments (either positive or negative)
made by the operator or purchasers of the production, (iv) ownership adjustments
in accordance with  agreements  governing the operation or ownership of the well
(such as  adjustments  that occur at  payout),  and (v)  completion  of enhanced
recovery projects which increase  production for the well. Many of these factors
are very  significant  as related  to a single  well or as related to many wells
over a short  period of time.  However,  due to the large  number of Net Profits
Interests owned by the Partnerships, these factors are generally not material as
compared to the normal decline in production



                                      -33-
<PAGE>



experienced on all remaining wells in which a Net Profits Interest is owned.


      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables following "Results of Operations" under the heading "Average Proceeds and
Units of Production."  Following is a discussion of each Partnerships results of
operations  for the year ended  December  31, 2000 as compared to the year ended
December  31, 1999 and for the year ended  December  31, 1999 as compared to the
year ended December 31, 1998.


                                P-1 Partnership
                                ---------------

                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                    --------------------------------------

      Total Net Profits increased  $448,046 (55.8%) in 2000 as compared to 1999.
Of this  increase,  approximately  $200,000  and  $444,000,  respectively,  were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by  decreases  of  approximately  $116,000  and $99,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 6,923 barrels and 52,962 Mcf,  respectively,  in 2000
as compared to 1999.  The decrease in volumes of oil sold was  primarily  due to
(i)  normal  declines  in  production  and (ii)  positive  prior  period  volume
adjustments  made by the operators on several wells during 1999. The decrease in
volumes of gas sold was primarily due to (i) the P-1 Partnership's  receipt of a
decreased  percentage  of  sales  during  2000  due  to  gas  balancing  on  two
significant  wells and (ii) normal  declines in production.  Average oil and gas
prices increased to $27.94 per barrel and $3.32 per Mcf,  respectively,  in 2000
from $16.69 per barrel and $1.86 per Mcf, respectively, in 1999.

      Depletion of Net Profits  Interests  decreased  $43,430 (25.3%) in 2000 as
compared to 1999.  This  decrease  was  primarily  due to (i) the  decreases  in
volumes  of oil and gas sold and  (ii)  upward  revisions  in the  estimates  of
remaining  oil and gas  reserves at December 31,  2000.  As a percentage  of Net
Profits,  this  expense  decreased  to 10.2% in 2000  from  21.3% in 1999.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      General  and  administrative  expenses   increased  $2,286  (1.8%) in 2000
as  compared  to 1999.  As a percentage of Net Profits,



                                      -34-
<PAGE>



these expenses  decreased to 10.4% in 2000 from 15.9% in 1999.  This  percentage
decrease was primarily due to the increase in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2000 were $12,804,558 or 118.48% of the Limited Partners' capital contributions.


                     Year Ended December 31, 1999 Compared
                        to Year Ended December 31, 1998
                    --------------------------------------

      Total Net Profits increased  $107,620 (15.5%) in 1999 as compared to 1998.
Of this increase,  approximately $81,000 and $14,000, respectively, were related
to increases in the average prices of oil and gas sold and approximately $66,000
was  related  to an  increase  in  volumes  of gas sold.  These  increases  were
partially offset by decreases of (i) approximately $26,000 related to a decrease
in volumes of oil sold and (ii) approximately  $28,000 related to an increase in
production expenses incurred by the owners of the Working Interests.  Volumes of
oil sold decreased 1,939 barrels while volumes of gas sold increased  36,013 Mcf
in 1999 as compared to 1998.  The increase in volumes of gas sold was  primarily
due to (i) a positive prior period volume adjustment made by the operator during
1999  due  to the  payout  of one  significant  well  and  (ii)  the  successful
recompletion  of a well  during the  fourth  quarter of 1998.  The  increase  in
production  expenses was primarily due to (i) workover  expenses incurred on two
significant  wells  during 1999 in order to improve the recovery of reserves and
(ii)  a  positive  prior  period  lease  operating  expense  adjustment  on  one
significant  well made  during  1999.  Average oil and gas prices  increased  to
$16.69  per  barrel  and $1.86 per Mcf,  respectively,  in 1999 from  $13.40 per
barrel and $1.82 per Mcf, respectively, in 1998.

      The P-1  Partnership  sold certain Net Profits  Interests  during 1999 and
recognized a gain of $698 on such sales.  Sales of Net Profits  Interests during
1998  resulted  in  the  P-1  Partnership  recognizing  similar  gains  totaling
$476,752.

      Depletion of Net Profits  Interests  decreased  $63,745 (27.1%) in 1999 as
compared to 1998.  This  decrease was primarily due to several wells being fully
depleted  in 1998 due to the lack of  economically  recoverable  reserves.  As a
percentage of Net Profits, this expense decreased to 21.3% in 1999 from 33.8% in
1998. This  percentage  decrease was primarily due to (i) the dollar decrease in
Depletion of Net Profits  Interests and (ii) the increases in the average prices
of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 1999
as compared to 1998. As a percentage of Net Profits, these expenses decreased to
15.9% in 1999 from 18.3% in



                                      -35-
<PAGE>



1998.  This  percentage  decrease  was  primarily  due  to  the  increase in Net
Profits.


                                P-2 Partnership
                                ---------------

                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                    --------------------------------------

      Total Net Profits increased  $354,844 (57.3%) in 2000 as compared to 1999.
Of this  increase,  approximately  $141,000  and  $365,000,  respectively,  were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by  decreases  of  approximately  $84,000  and  $82,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 5,065 barrels and 42,777 Mcf,  respectively,  in 2000
as compared to 1999.  The decrease in volumes of oil sold was  primarily  due to
(i)  normal  declines  in  production  and (ii)  positive  prior  period  volume
adjustments  made by the operators on several wells during 1999. The decrease in
volumes of gas sold was primarily due to (i) the P-2 Partnership's  receipt of a
decreased  percentage  of  sales  during  2000  due  to  gas  balancing  on  two
significant  wells and (ii) normal  declines in production.  Average oil and gas
prices increased to $27.94 per barrel and $3.40 per Mcf,  respectively,  in 2000
from $16.67 per barrel and $1.92 per Mcf, respectively, in 1999.

      Depletion of Net Profits  Interests  decreased  $49,048 (32.2%) in 2000 as
compared to 1999.  This  decrease  was  primarily  due to (i) the  decreases  in
volumes  of oil and gas sold and  (ii)  upward  revisions  in the  estimates  of
remaining  oil and gas  reserves at December 31,  2000.  As a percentage  of Net
Profits,  this  expense  decreased  to 10.6% in 2000  from  24.6% in 1999.  This
percentage decrease was primarily due the increases in the average prices of oil
and gas sold.

      General and  administrative  expenses  increased  $2,206 (2.1%) in 2000 as
compared to 1999. As a percentage of Net Profits,  these  expenses  decreased to
11.1% in 2000 from 17.2% in 1999. This percentage  decrease was primarily due to
the increase in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2000 were $9,758,561 or 108.32% of the Limited Partners' capital contributions.








                                      -36-
<PAGE>




                     Year Ended December 31, 1999 Compared
                        to Year Ended December 31, 1998
                    --------------------------------------


      Total Net Profits  increased  $80,705 (15.0%) in 1999 as compared to 1998.
Of this increase,  approximately $58,000 and $21,000, respectively, were related
to increases in the average prices of oil and gas sold and approximately $43,000
was  related  to an  increase  in  volumes  of gas sold.  These  increases  were
partially offset by decreases of (i) approximately $14,000 related to a decrease
in volumes of oil sold and (ii) approximately  $27,000 related to an increase in
production expenses incurred by the owners of the Working Interests.  Volumes of
oil sold decreased 1,069 barrels while volumes of gas sold increased  23,211 Mcf
in 1999 as compared to 1998.  The increase in production  expenses was primarily
due to (i) workover  expenses  incurred on two significant  wells during 1999 in
order to improve the recovery of reserves and (ii) a positive prior period lease
operating expense  adjustment made on one significant well during 1999.  Average
oil  and  gas  prices  increased  to  $16.67  per  barrel  and  $1.92  per  Mcf,
respectively, in 1999 from $13.38 per barrel and $1.85 per Mcf, respectively, in
1998.

      The P-2  Partnership  sold certain Net Profits  Interests  during 1999 and
recognized a gain of $472 on such sales.  Sales of Net Profits  Interests during
1998  resulted  in  the  P-2  Partnership  recognizing  similar  gains  totaling
$328,122.

      Depletion of Net Profits  Interests  decreased  $35,288 (18.8%) in 1999 as
compared to 1998.  This  decrease was primarily due to several wells being fully
depleted  in 1998 due to the lack of  economically  recoverable  reserves.  As a
percentage of Net Profits, this expense decreased to 24.6% in 1999 from 34.8% in
1998. This  percentage  decrease was primarily due to (i) the dollar decrease in
Depletion of Net Profits Interests and (ii) the increase in Net Profits.

      General and administrative  expenses remained  relatively constant in 1999
as compared to 1998. As a percentage of Net Profits, these expenses decreased to
17.2% in 1999 from 19.7% in 1998. This percentage  decrease was primarily due to
the increase in Net Profits.

      The P-2  Partnership  achieved  payout during the fourth  quarter of 1999.
After  payout,  operations  and revenues for the P-2  Partnership  are allocated
using the after payout percentages included in the P-2 Partnership's Partnership
Agreement.  Unless and until the Limited  Partners  receive  cash  distributions
resulting in the  recognition  of a 12% annualized  return on Limited  Partners'
subscriptions,  after payout  percentages  will  allocate  operating  income and
expenses  10% to the General  Partner and 90% to the  Limited  Partners.  Before
payout, operating income



                                      -37-
<PAGE>



and expenses were allocated 5%  to  the  General  Partner and 95% to the Limited
Partners.


                                P-3 Partnership
                                ---------------

                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                    --------------------------------------

      Total Net Profits increased  $655,484 (56.7%) in 2000 as compared to 1999.
Of this  increase,  approximately  $261,000  and  $681,000,  respectively,  were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by decreases  of  approximately  $157,000 and  $158,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 9,406 barrels and 82,451 Mcf,  respectively,  in 2000
as compared to 1999.  The decrease in volumes of oil sold was  primarily  due to
(i)  normal  declines  in  production  and (ii)  positive  prior  period  volume
adjustments  made by the operators on several wells during 1999. The decrease in
volumes of gas sold was primarily due to (i) the P-3 Partnership's  receipt of a
decreased  percentage  of  sales  during  2000  due  to  gas  balancing  on  two
significant  wells and (ii) normal  declines in production.  Average oil and gas
prices increased to $27.94 per barrel and $3.40 per Mcf,  respectively,  in 2000
from $16.66 per barrel and $1.92 per Mcf, respectively, in 1999.

      Depletion of Net Profits  Interests  decreased  $92,018 (32.4%) in 2000 as
compared to 1999.  This  decrease  was  primarily  due to (i) the  decreases  in
volumes  of oil and gas sold and  (ii)  upward  revisions  in the  estimates  of
remaining  oil and gas  reserves at December 31,  2000.  As a percentage  of Net
Profits,  this  expense  decreased  to 10.6% in 2000  from  24.6% in 1999.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      General and  administrative  expenses  increased  $2,376 (1.2%) in 2000 as
compared to 1999. As a percentage of Net Profits,  these  expenses  decreased to
11.2% in 2000 from 17.3% in 1999. This percentage  decrease was primarily due to
the increase in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2000 were $17,715,401 or 104.43% of the Limited Partners' capital contributions.



                                      -38-
<PAGE>




                     Year Ended December 31, 1999 Compared
                        to Year Ended December 31, 1998
                    --------------------------------------

      Total Net Profits increased  $158,350 (15.9%) in 1999 as compared to 1998.
Of this increase, approximately $107,000 and $38,000, respectively, were related
to increases in the average prices of oil and gas sold and approximately $86,000
was  related  to an  increase  in  volumes  of gas sold.  These  increases  were
partially offset by decreases of (i) approximately $27,000 related to a decrease
in volumes of oil sold and (ii) approximately  $46,000 related to an increase in
production expenses incurred by the owners of the Working Interests.  Volumes of
oil sold decreased 1,981 barrels while volumes of gas sold increased  46,663 Mcf
in 1999 as compared to 1998.  The increase in production  expenses was primarily
due to (i) workover  expenses  incurred on two significant  wells during 1999 in
order to improve the recovery of reserves and (ii) a positive prior period lease
operating expense  adjustment made on one significant well during 1999.  Average
oil  and  gas  prices  increased  to  $16.66  per  barrel  and  $1.92  per  Mcf,
respectively, in 1999 from $13.39 per barrel and $1.85 per Mcf, respectively, in
1998.

      The P-3  Partnership  sold certain Net Profits  Interests  during 1999 and
recognized a gain of $968 on such sales.  Sales of Net Profits  Interests during
1998  resulted  in  the  P-3  Partnership  recognizing  similar  gains  totaling
$606,887.

      Depletion of Net Profits  Interests  decreased  $60,859 (17.7%) in 1999 as
compared to 1998.  This  decrease was primarily due to several wells being fully
depleted  in 1998 due to the lack of  economically  recoverable  reserves.  As a
percentage of Net Profits, this expense decreased to 24.6% in 1999 from 34.6% in
1998. This  percentage  decrease was primarily due to (i) the dollar decrease in
Depletion of Net Profits Interests and (ii) the increase in Net Profits.

      General and administrative  expenses remained  relatively constant in 1999
as compared to 1998. As a percentage of Net Profits, these expenses decreased to
17.3% in 1999 from 20.0% in 1998. This percentage  decrease was primarily due to
the increase in Net Profits.

                                P-4 Partnership
                                ---------------

                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                    --------------------------------------

      Total Net Profits increased $849,422 (113.7%) in 2000 as compared to 1999.
Of this  increase,  approximately  $287,000  and  $584,000,  respectively,  were
related to increases in the average



                                      -39-
<PAGE>



prices of oil and gas sold and approximately $101,000 was related to an increase
in volumes of oil sold.  These increases were partially  offset by a decrease of
approximately $124,000 related to an increase in production expenses. Volumes of
oil and gas sold increased 5,977 barrels and 339 Mcf,  respectively,  in 2000 as
compared  to 1999.  The  increase  in volumes of oil sold was  primarily  due to
increased  production  on two wells  following  successful  workovers  completed
during late 1999.  The increase in production  expenses was primarily due to (i)
an increase in  production  taxes  associated  with the  increase in oil and gas
sales and (ii) workover expenses incurred on three significant wells during 2000
in order to  improve  the  recovery  of  reserves.  Average  oil and gas  prices
increased  to $29.13 per barrel  and $3.92 per Mcf,  respectively,  in 2000 from
$16.89 per barrel and $2.20 per Mcf, respectively, in 1999.

      Depletion of Net Profits  Interests  decreased  $68,092 (34.0%) in 2000 as
compared to 1999.  This decrease was  primarily  due to upward  revisions in the
estimates  of  remaining  oil  and gas  reserves  at  December  31,  2000.  As a
percentage of Net Profits,  this expense decreased to 8.3% in 2000 from 26.8% in
1999. This percentage decrease was primarily due to the increases in the average
prices of oil and gas sold.

      General and  administrative  expenses  increased  $2,717 (1.8%) in 2000 as
compared to 1999. As a percentage of Net Profits,  these  expenses  decreased to
9.5% in 2000 from 19.9% in 1999. This  percentage  decrease was primarily due to
the increase in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2000 were $13,468,945 or 106.64% of the Limited Partners' capital contributions.

                     Year Ended December 31, 1999 Compared
                        to Year Ended December 31, 1998
                    --------------------------------------

      Total Net Profits increased $12,328 (1.7%) in 1999 as compared to 1998. Of
this increase,  approximately $76,000 and $18,000, respectively, were related to
increases in the average prices of oil and gas sold and approximately $9,000 was
related to an increase in volumes of oil sold.  These  increases  were partially
offset by  decreases  of (i)  approximately  $69,000  related to a  decrease  in
volumes of gas sold and (ii)  approximately  $22,000  related to an  increase in
production expenses incurred by the owners of the Working Interests.  Volumes of
oil sold increased 722 barrels while volumes of gas sold decreased 32,093 Mcf in
1999 as compared to 1998. The increase in production  expenses was primarily due
to (i) workover  expenses  incurred on one significant well during 1999 in order
to improve the  recovery of reserves  and (ii) repair and  maintenance  expenses
incurred on another  significant  well during  1999.  Average oil and gas prices
increased to $16.89 per barrel and



                                      -40-
<PAGE>



$2.20 per Mcf,  respectively,  in 1999 from $12.55 per barrel and $2.15 per Mcf,
respectively, in 1998.

      Depletion of Net Profits  Interests  decreased  $21,578  (9.7%) in 1999 as
compared to 1998.  As a  percentage  of Net Profits,  this expense  decreased to
26.8% in 1999 from 30.2% in 1998. This percentage  decrease was primarily due to
the increase in Net Profits.

      General and administrative  expenses remained  relatively constant in 1999
as compared to 1998. As a percentage of Net Profits, these expenses decreased to
19.9% in 1999 from 20.2% in 1998.

      The P-4  Partnership  achieved  payout during the fourth  quarter of 1999.
After  payout,  operations  and revenues for the P-4  Partnership  are allocated
using the after payout percentages included in the P-4 Partnership's Partnership
Agreement.  Unless and until the Limited  Partners  receive  cash  distributions
resulting in the  recognition  of a 12% annualized  return on Limited  Partners'
subscriptions,  after payout  percentages  will  allocate  operating  income and
expenses  10% to the General  Partner and 90% to the  Limited  Partners.  Before
payout,  operating  income and expenses were allocated 5% to the General Partner
and 95% to the Limited Partners.


                                P-5 Partnership
                                ---------------

                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                    --------------------------------------

      Total Net Profits increased  $577,301 (67.4%) in 2000 as compared to 1999.
Of this increase, approximately $71,000 and $759,000, respectively, were related
to increases in the average prices of oil and gas sold and approximately $60,000
was  related  to an  increase  in  volumes  of gas sold.  These  increases  were
partially offset by a decrease of approximately  $295,000 related to an increase
in production  expenses.  Volumes of oil sold  decreased  1,031  barrels,  while
volumes  of gas sold  increased  30,224  Mcf in 2000 as  compared  to 1999.  The
decrease  in  volumes  of oil sold  was  primarily  due to  normal  declines  in
production.  The  increase in  production  expenses was  primarily  due to (i) a
positive prior period lease operating expense adjustment made by the operator on
one  significant  well during 2000, (ii) a negative prior period lease operating
expense adjustment on one significant well during 1999, and (iii) an increase in
production taxes associated with the increase in oil and gas sales.  Average oil
and gas prices  increased to $29.32 per barrel and $3.52 per Mcf,  respectively,
in 2000 from $17.18 per barrel and $1.98 per Mcf, respectively, in 1999.




                                      -41-
<PAGE>



      Depletion of Net Profits  Interests  decreased  $58,334 (34.4%) in 2000 as
compared to 1999.  This decrease was  primarily  due to upward  revisions in the
estimates of remaining gas reserves at December 31, 2000. As a percentage of Net
Profits,  this  expense  decreased  to 7.8% in 2000  from  19.8% in  1999.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      General and  administrative  expenses  increased  $2,479 (1.8%) in 2000 as
compared to 1999. As a percentage of Net Profits,  these  expenses  decreased to
9.9% in 2000 from 16.3% in 1999. This  percentage  decrease was primarily due to
the increase in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2000 were $8,882,759 or 74.99% of the Limited Partners' capital contributions.


                     Year Ended December 31, 1999 Compared
                        to Year Ended December 31, 1998
                    --------------------------------------

      Total Net Profits increased $29,366 (3.6%) in 1999 as compared to 1998. Of
this  increase,  (i)  approximately  $108,000  was  related  to  a  decrease  in
production  expenses  incurred  by the  owners of the  Working  Interests,  (ii)
approximately  $22,000 and $55,000,  respectively,  were related to increases in
the  average  prices of oil and gas sold,  and (iii)  approximately  $8,000  was
related to an increase in volumes of oil sold.  These  increases  were partially
offset by a decrease of approximately  $163,000 related to a decrease in volumes
of gas sold. Volumes of oil sold increased 543 barrels while volumes of gas sold
decreased 87,192 Mcf in 1999 as compared to 1998. The decrease in volumes of gas
sold was primarily due to (i) normal declines in production, (ii) positive prior
period volume adjustments made by the purchasers on two significant wells during
1998, and (iii) a negative prior period volume  adjustment made by the purchaser
on one  significant  well during 1999.  The decrease in production  expenses was
primarily due to a negative prior period lease operating expense adjustment made
by the operator on one significant well during 1999.  Average oil and gas prices
increased  to $17.18 per barrel  and $1.98 per Mcf,  respectively,  in 1999 from
$14.00 per barrel and $1.87 per Mcf, respectively, in 1998.

      The P-5  Partnership  sold certain Net Profits  Interests  during 1998 and
recognized a gain of $344,575 on such sales.  No such gains were  recognized  on
sales of Net Profits Interests during 1999.

      Depletion of Net Profits Interests  decreased  $113,337 (40.0%) in 1999 as
compared to 1998.  This decrease was primarily due to (i) one  significant  well
being fully depleted in 1998 due



                                      -42-
<PAGE>



to the lack of remaining economically recoverable reserves, (ii) the decrease in
volumes of gas sold,  and (iii) upward  revisions in the  estimates of remaining
oil and gas reserves at December 31, 1999. As a percentage of Net Profits,  this
expense decreased to 19.8% in 1999 from 34.2% in 1998. This percentage  decrease
was primarily due to the dollar decrease in Depletion of Net Profits Interests.

      General and administrative  expenses remained  relatively constant in 1999
as compared to 1998. As a percentage of Net Profits, these expenses decreased to
16.3% in 1999 from 16.8% in 1998.

                                P-6 Partnership
                                ---------------

                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                    --------------------------------------

      Total Net  Profits  increased  $1,127,375  (84.1%) in 2000 as  compared to
1999. Of this increase,  approximately  $166,000 and  $1,363,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases  were  partially  offset by  decreases of  approximately  (i) $194,000
related to a decrease  in  volumes of gas sold and (ii)  $155,000  related to an
increase in production  expenses.  Volumes of oil and gas sold  decreased  3,205
barrels  and 100,133  Mcf,  respectively,  during 2000 as compared to 1999.  The
decrease  in volumes of oil sold was  primarily  due to (i) normal  declines  in
production  and (ii)  declining oil sales in 2000 on several wells in one field.
The  decrease  in volumes of gas sold was  primarily  due to normal  declines in
production.  The increase in  production  expenses was  primarily  due to (i) an
increase in production  taxes  associated with the increase in oil and gas sales
and (ii) a positive prior period lease operating expense  adjustment made by the
operator  on one  significant  well  during  2000.  Average  oil and gas  prices
increased  to $28.15 per barrel  and $3.63 per Mcf,  respectively,  in 2000 from
$16.29 per barrel and $1.94 per Mcf, respectively, in 1999.

      Depletion  of Net Profits  Interests  increased  $4,026  (1.2%) in 2000 as
compared to 1999. This increase was primarily due to two significant wells being
fully  depleted in 2000 due to the lack of  remaining  economically  recoverable
reserves.  This increase was substantially offset by (i) upward revisions in the
estimates  of  remaining  oil and gas reserves at December 31, 2000 and (ii) the
decreases in volumes of oil and gas sold. As a percentage  of Net Profits,  this
expense decreased to 13.5% in 2000 from 24.6% in 1999. This percentage  decrease
was primarily due to the increases in the average prices of oil and gas sold.

      General  and  administrative  expenses   increased  $2,238  (1.3%) in 2000
as  compared  to 1999.  As a percentage of Net Profits,



                                      -43-
<PAGE>



these  expenses  decreased to 6.9% in 2000 from 12.6% in 1999.  This  percentage
decrease was primarily due to the increase in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2000 were 12,390,248 or 86.62% of the Limited Partners' capital contributions.



                     Year Ended December 31, 1999 Compared
                        to Year Ended December 31, 1998
                    --------------------------------------

      Total Net Profits  increased  $100,684 (8.1%) in 1999 as compared to 1998.
Of this increase,  approximately $28,000 and $99,000, respectively, were related
to increases in the average prices of oil and gas sold and approximately $72,000
was related to a decrease in production  expenses  incurred by the owners of the
Working  Interests.  These  increases  were  partially  offset by  decreases  of
approximately $28,000 and $70,000, respectively, related to decreases in volumes
of oil and gas sold.  Volumes of oil and gas sold  decreased  1,912  barrels and
38,517 Mcf,  respectively,  during 1999 as  compared  to 1998.  The  decrease in
volumes  of  oil  sold  was  primarily  due  to  positive  prior  period  volume
adjustments  made by the  operator  on one  significant  well during  1998.  The
decrease in  production  expenses was  primarily due to a decrease in repair and
maintenance  expenses on several wells during 1999 as compared to 1998.  Average
oil  and  gas  prices  increased  to  $16.29  per  barrel  and  $1.94  per  Mcf,
respectively, in 1999 from $14.64 per barrel and $1.83 per Mcf, respectively, in
1998.

      The P-6  Partnership  sold certain Net Profits  Interests  during 1998 and
recognized a $135,752 gain on such sales. No such gains were recognized on sales
of Net Profits Interest during 1999.

      Depletion of Net Profits  Interests  decreased  $94,855 (22.3%) in 1999 as
compared to 1998.  This  decrease  was  primarily  due to (i) the  decreases  in
volumes  of oil and gas sold and  (ii)  upward  revisions  in the  estimates  of
remaining  oil and gas  reserves at December 31,  1999.  As a percentage  of Net
Profits,  this  expense  decreased  to 24.6% in 1999  from  34.3% in 1998.  This
percentage decrease was primarily due to (i) the dollar decrease in Depletion of
Net Profits Interests and (ii) the increase in Net Profits.

      General and administrative  expenses remained  relatively constant in 1999
as compared to 1998. As a percentage of Net Profits, these expenses decreased to
12.6% in 1999 from 13.6% in 1998.




                                      -44-
<PAGE>



      Average Proceeds and Units of Production

      The following  tables are  comparisons of the annual  equivalent  units of
production  (one  barrel  of oil or six Mcf of gas)  and  the  average  proceeds
received  per  equivalent   unit  of  production  for  the  oil  and  gas  sales
attributable to the  Partnerships'  Net Profits for the years ended December 31,
2000, 1999, and 1998.

                             2000 Compared to 1999
                             ---------------------

                   Equivalent Units                  Average Proceeds
                    of Production                   per Equivalent Unit
              -----------------------------       --------------------------
   P/ship      2000      1999      % Change        2000     1999    % Change
   ------     -------   -------    --------       ------   ------   --------

    P-1        68,560    84,310       (19%)       $18.24   $ 9.52       92%
    P-2        53,629    65,824       (19%)        18.16     9.40       93%
    P-3        99,956   123,104       (19%)        18.12     9.39       93%
    P-4        80,019    73,985         8%         19.95    10.09       98%
    P-5        88,351    84,344         5%         16.23    10.15       60%
    P-6       148,927   168,821       (12%)        16.57     7.94      109%

                             1999 Compared to 1998
                             ---------------------

                   Equivalent Units                  Average Proceeds
                    of Production                   per Equivalent Unit
              -----------------------------       --------------------------
   P/ship      1999      1998      % Change        1999     1998    % Change
   ------     -------   -------    --------       ------   ------   --------

    P-1        84,310    80,247         5%        $ 9.52   $ 8.66       10%
    P-2        65,824    63,024         4%          9.40     8.54       10%
    P-3       123,104   117,308         5%          9.39     8.50       10%
    P-4        73,985    78,612       ( 6%)        10.09     9.34        8%
    P-5        84,344    98,333       (14%)        10.15     8.41       21%
    P-6       168,821   177,152       ( 5%)         7.94     7.00       13%



      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related  Limited  Partner  Matters." The net proceeds from the Net
Profits  Interests  are not  reinvested  in  productive  assets.  Assuming  2000
production levels for future years, the Partnerships'  proved reserve quantities
at December 31, 2000 would have the following remaining lives:



                                      -45-
<PAGE>




            Partnership       Gas-Years          Oil-Years
            -----------       ---------          ---------

                P-1               6.0              10.6
                P-2               6.7              10.9
                P-3               6.7              10.9
                P-4               7.1               2.8
                P-5               4.8               5.7
                P-6               5.2               8.1

These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.  Any  decrease  from the high oil and gas prices at December 31, 2000
may cause a decrease in the estimated life of said reserves.

      The   Partnerships'   available   capital   from  the  Limited   Partners'
subscriptions  has been spent on Net Profits  Interests  and there  should be no
further material capital  resource  commitments in the future.  The Partnerships
have no debt commitments.

      The Partnerships sold certain Net Profits Interests during 2000, 1999, and
1998.   These  sales  were  made  by  the  General   Partner  after  giving  due
consideration to both the offer price and the General Partner's  estimate of the
underlying  property's remaining proved reserves and future operating costs. Net
proceeds from the sales were distributed to the Partnerships and included in the
calculation of the Partnerships' cash distributions for the quarter  immediately
following the Partnerships' receipt of the proceeds. The amount of such proceeds
from the sale of Net Profits  Interest  during  2000,  1999,  and 1998,  were as
follows:

      Partnership          2000            1999               1998
      -----------       ---------        --------          ----------

          P-1            $63,928          $3,456            $519,832
          P-2             46,790           3,994             360,686
          P-3             86,679           7,398             666,253
          P-4             21,922           6,453              16,018
          P-5             54,584             -               368,485
          P-6             25,726             -               147,747

      The General Partner believes that the sale of these Net Profits  Interests
will be beneficial to the Partnerships since the properties sold generally had a
higher  ratio of future  operating  expenses as  compared  to reserves  than the
properties not sold.

      There can be no  assurance  as to the amount of the  Partnerships'  future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the



                                      -46-
<PAGE>



level  of  available  cash  flow  generated  by the  Partnerships'  Net  Profits
Interests,  which will be affected  (either  positively or  negatively)  by many
factors  beyond the  control  of the  Partnerships,  including  the price of and
demand for oil and gas and other market and economic conditions.  Even if prices
and costs remain  stable,  the amount of cash available for  distributions  will
decline  over  time (as the  volume  of  production  from  producing  properties
declines) since the Partnerships are not replacing production. The Partnerships'
quantity  of  proved  reserves  has  been  reduced  by the  sale of Net  Profits
Interests;  therefore,  it  is  possible  that  the  Partnerships'  future  cash
distributions  will  decline  as a result of a  reduction  of the  Partnerships'
reserve base.


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
2000. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."


ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      The Partnerships do not hold any market risk sensitive instruments.


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial  statements  and  supplementary  data are indexed in Item 14
hereof.


ITEM 9.     CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING  AND
            FINANCIAL DISCLOSURE

      None.




                                      -47-
<PAGE>




PART III.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

      The Partnerships  have no directors or executive  officers.  The following
individuals  are directors and executive  officers of the General  Partner.  The
business  address of such  director  and  executive  officers is Two West Second
Street, Tulsa, Oklahoma 74103.

            Name              Age       Position with General Partner
      ----------------        ---      --------------------------------

      Dennis R. Neill          48      President and Director

      Judy K. Fox              49      Secretary

The director will hold office until the next annual meeting of  shareholders  of
Geodyne  or until  his  successor  has been  duly  elected  and  qualified.  All
executive officers serve at the discretion of the Board of Directors.

      Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm,  Conner and  Winters,  where his  principal  practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State  University and a Juris  Doctorate  degree from the University of
Texas.  Mr.  Neill also serves as Senior  Vice  President  of Samson  Investment
Company and as President and Director of Samson Properties Incorporated,  Samson
Hydrocarbons Company, Dyco Petroleum  Corporation,  Berry Gas Company,  Circle L
Drilling Company, Snyder Exploration Company, and Compression, Inc.

      Judy K. Fox joined Samson in 1990  and  was named Secretary of Geodyne and
its  subsidiaries on June 30, 1996.  Prior to joining Samson,  she served as Gas
Contract  Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas
Company,   Circle  L  Drilling  Company,   Compression,   Inc.,  Dyco  Petroleum
Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson
Properties Incorporated.


                                      -48-
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 2000 of reports required under Section 16 of the Securities  Exchange Act
of 1934.

ITEM 11.    EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as general or  administrative  expense.  When actual costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and  affiliates.  The  amount of general  and  administrative
expense  allocated to the General Partner and its affiliates and charged to each
Partnership  during  2000,  1999,  and 1998,  is set  forth in the table  below.
Although the actual  costs  incurred by the General  Partner and its  affiliates
have  fluctuated  during the three years  presented,  the amounts charged to the
Partnerships  have not  fluctuated  due to  expense  limitations  imposed by the
Partnership Agreements.

            Partnership         2000          1999         1998
            -----------       --------      --------     --------

                P-1           $113,760      $113,760     $113,760
                P-2             94,836        94,836       94,836
                P-3            178,560       178,560      178,560
                P-4            132,960       132,960      132,960
                P-5            124,680       124,680      124,680
                P-6            150,564       150,564      150,564

      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals  to the  Partnerships'  activities  based on the  allocation  method
described above. The following tables indicate the approximate amount of general
and  administrative  expense  reimbursement  attributable to the salaries of the
directors,  officers,  and employees of the General  Partner and its  affiliates
during 2000, 1999, and 1998:



                                      -49-
<PAGE>

<TABLE>
<CAPTION>


                                                Salary Reimbursements

                                                     P-1 Partnership
                                                     ---------------
                                                                            Long Term Compensation
                                                                    -----------------------------------
                                      Annual Compensation                    Awards             Payouts
                                 ------------------------------     -----------------------     -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>    <C>          <C>        <C>          <C>            <C>          <C>         <C>

Dennis R. Neill,
President(1)(2)           1998     -          -           -           -              -            -           -
                          1999     -          -           -           -              -            -           -
                          2000     -          -           -           -              -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)             1998   $67,323      -           -           -              -            -           -
                          1999   $69,485      -           -           -              -            -           -
                          2000   $67,517      -           -           -              -            -           -
</TABLE>

----------
(1)   The general  and  administrative   expenses  paid  by the P-1  Partnership
      and  attributable  to  salary  reimbursements do not include any salary or
      other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-1  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-1  Partnership  equals or  exceeds
      $100,000 per annum.



                                      -50-
<PAGE>

<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                     P-2 Partnership
                                                     ---------------
                                                                           Long Term Compensation
                                                                     ----------------------------------
                                      Annual Compensation                     Awards            Payouts
                                   -------------------------         ---------------------      -------
                                                                                     Securi-
                                                          Other                       ties                   All
     Name                                                 Annual     Restricted      Under-                 Other
      and                                                Compen-       Stock         lying       LTIP      Compen-
   Principal                       Salary     Bonus      sation       Award(s)      Options/    Payouts    sation
   Position                Year      ($)       ($)         ($)          ($)          SARs(#)      ($)        ($)
---------------            ----    -------   -------     -------     ----------     --------    -------    -------
<S>                        <C>     <C>         <C>         <C>         <C>            <C>         <C>         <C>

Dennis R. Neill,
President(1)(2)            1998      -         -           -           -              -           -           -
                           1999      -         -           -           -              -           -           -
                           2000      -         -           -           -              -           -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)              1998    $56,124     -           -           -              -           -           -
                           1999    $57,926     -           -           -              -           -           -
                           2000    $56,285     -           -           -              -           -           -
</TABLE>

----------
(1)   The general  and  administrative   expenses   paid by the P-2  Partnership
      and  attributable  to salary   reimbursements do not include any salary or
      other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-2  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-2  Partnership  equals or  exceeds
      $100,000 per annum.



                                      -51-
<PAGE>

<TABLE>
<CAPTION>




                                                  Salary Reimbursements

                                                     P-3 Partnership
                                                     ---------------
                                                                            Long Term Compensation
                                                                       ----------------------------------
                                        Annual Compensation                    Awards             Payouts
                                   ------------------------------      ---------------------      -------
                                                                                      Securi-
                                                            Other                      ties                     All
     Name                                                   Annual     Restricted     Under-                   Other
      and                                                  Compen-       Stock        lying        LTIP       Compen-
   Principal                       Salary       Bonus      sation       Award(s)     Options/     Payouts     sation
   Position               Year       ($)         ($)         ($)          ($)         SARs(#)       ($)         ($)
---------------           ----     -------     -------     -------     ----------    --------     -------     -------
<S>                       <C>      <C>           <C>         <C>         <C>           <C>          <C>          <C>

Dennis R. Neill,
President(1)(2)           1998       -           -           -           -             -            -            -
                          1999       -           -           -           -             -            -            -
                          2000       -           -           -           -             -            -            -

All Executive
Officers,
Directors,
and Employees
as a group(2)             1998     $105,672      -           -           -             -            -            -
                          1999     $109,064      -           -           -             -            -            -
                          2000     $105,975      -           -           -             -            -            -
----------
</TABLE>

(1)   The general  and  administrative  expenses  paid  by  the P-3  Partnership
      and  attributable  to salary  reimbursements  do not include any salary or
      other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-3  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-3  Partnership  equals or  exceeds
      $100,000 per annum.



                                      -52-
<PAGE>

<TABLE>
<CAPTION>




                                                  Salary Reimbursements

                                                     P-4 Partnership
                                                     ---------------
                                                                            Long Term Compensation
                                                                     ------------------------------------
                                        Annual Compensation                  Awards               Payouts
                                   -----------------------------     ----------------------       -------
                                                                                     Securi-
                                                          Other                       ties                      All
     Name                                                 Annual     Restricted      Under-                    Other
      and                                                Compen-       Stock         lying         LTIP        Compen-
   Principal                       Salary      Bonus     sation       Award(s)      Options/      Payouts      sation
   Position               Year       ($)        ($)        ($)          ($)          SARs(#)        ($)         ($)
---------------           ----     -------    -------    -------     ----------     --------      -------      -------
<S>                       <C>      <C>          <C>        <C>         <C>            <C>           <C>            <C>

Dennis R. Neill,
President(1)(2)           1998       -          -          -           -              -             -              -
                          1999       -          -          -           -              -             -              -
                          2000       -          -          -           -              -             -              -

All Executive
Officers,
Directors,
and Employees
as a group(2)             1998     $78,686      -          -           -              -             -              -
                          1999     $81,212      -          -           -              -             -              -
                          2000     $78,912      -          -           -              -             -              -
----------
</TABLE>

(1)   The general  and  administrative  expenses  paid  by  the P-4  Partnership
      and  attributable  to salary  reimbursements  do not include any salary or
      other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-4  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-4  Partnership  equals or  exceeds
      $100,000 per annum.




                                      -53-
<PAGE>

<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                     P-5 Partnership
                                                     ---------------
                                                                           Long Term Compensation
                                                                     ------------------------------------
                                        Annual Compensation                 Awards                Payouts
                                   -----------------------------     ----------------------       -------
                                                                                     Securi-
                                                          Other                       ties                       All
     Name                                                 Annual     Restricted      Under-                     Other
      and                                                Compen-       Stock         lying         LTIP         Compen-
   Principal                       Salary       Bonus    sation       Award(s)      Options/      Payouts       sation
   Position               Year       ($)         ($)       ($)          ($)          SARs(#)        ($)          ($)
---------------           ----     -------     -------   -------     ----------     --------      -------       -------
<S>                       <C>      <C>           <C>       <C>         <C>            <C>           <C>            <C>

Dennis R. Neill,
President(1)(2)           1998       -           -         -           -              -             -              -
                          1999       -           -         -           -              -             -              -
                          2000       -           -         -           -              -             -              -
All Executive
Officers,
Directors,
and Employees
as a group(2)             1998     $73,786       -         -           -              -             -              -
                          1999     $76,155       -         -           -              -             -              -
                          2000     $73,998       -         -           -              -             -              -
----------
</TABLE>

(1)   The general  and  administrative  expenses  paid  by  the P-5  Partnership
      and  attributable  to salary  reimbursements  do not include any salary or
      other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-5  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-5  Partnership  equals or  exceeds
      $100,000 per annum.



                                      -54-
<PAGE>

<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                     P-6 Partnership
                                                     ---------------
                                                                            Long Term Compensation
                                                                       ---------------------------------
                                         Annual Compensation                   Awards            Payouts
                                   ------------------------------      ---------------------     -------
                                                                                      Securi-
                                                            Other                      ties                   All
     Name                                                   Annual     Restricted     Under-                 Other
      and                                                  Compen-       Stock        lying       LTIP       Compen-
   Principal                       Salary       Bonus      sation       Award(s)     Options/    Payouts     sation
   Position               Year       ($)         ($)         ($)          ($)         SARs(#)      ($)        ($)
---------------           ----     -------     -------     -------     ----------    --------    -------     -------
<S>                       <C>      <C>           <C>         <C>         <C>           <C>         <C>          <C>

Dennis R. Neill,
President(1)(2)           1998       -           -           -           -             -           -            -
                          1999       -           -           -           -             -           -            -
                          2000       -           -           -           -             -           -            -

All Executive
Officers,
Directors,
and Employees
as a group(2)             1998     $89,104       -           -           -             -           -            -
                          1999     $91,964       -           -           -             -           -            -
                          2000     $89,360       -           -           -             -           -            -
----------
</TABLE>

(1)   The general  and  administrative  expenses  paid  by  the P-6  Partnership
      and  attributable  to salary reimbursements  do  not include any salary or
      other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-6  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-6  Partnership  equals or  exceeds
      $100,000 per annum.



                                      -57-
<PAGE>




      Affiliates of the  Partnerships  serve as operator of some of the wells in
which the  Partnerships  own a Net Profits  Interest.  The owners of the working
interests in these wells contract with such  affiliates for services as operator
of the wells. As operator,  such affiliates are compensated at rates provided in
the operating agreements in effect and charged to all parties to such agreement.
Such  compensation  may occur both prior and subsequent to the  commencement  of
commercial  marketing of  production  of oil or gas.  The dollar  amount of such
compensation which burdens the Partnerships' Net Profits Interests is impossible
to quantify as of the date of this Annual Report.

      Samson  maintains  necessary  inventories of new and used field equipment.
Samson  may  have  provided  some of this  equipment  for  wells  in  which  the
Partnerships have a Net Profits Interest.  This equipment was provided at prices
or rates equal to or less than those normally  charged in the same or comparable
geographic area by unaffiliated persons or companies dealing at arm's length.


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Units as of February 1, 2001 by (i) each beneficial  owner of more than five
percent of the issued and outstanding  Units,  (ii) the director and officers of
the General  Partner,  and (iii) the General  Partner  and its  affiliates.  The
address of the General Partner, its officers and director,  and Samson Resources
Company is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103.

                                                         Number of Units
                                                          Beneficially
                                                         Owned (Percent
               Beneficial Owner                          of Outstanding)
--------------------------------------------             ---------------

P-1 Partnership:
---------------

   Samson Resources Company                              22,740     (21.0%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                        22,740     (21.0%)





                                      -56-
<PAGE>



P-2 Partnership:
---------------

   Samson Resources Company                              24,543     (27.2%)

   Loma Linda University
   Medical Center
   P. O. Box 2000
   Loma Linda, CA 92354                                   5,000     ( 5.5%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    24,543     (27.2%)


P-3 Partnership:
---------------

   Samson Resources Company                              60,538     (35.7%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    60,538     (35.7%)

P-4 Partnership:
---------------

   Samson Resources Company                              27,683     (21.9%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    27,683     (21.9%)


P-5 Partnership:
---------------

   Samson Resources Company                              22,230     (18.8%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    22,230     (18.8%)




                                      -57-
<PAGE>



P-6 Partnership:
---------------

   Samson Resources Company                              15,260     (10.7%)

   ATL, Inc.
   1200 Harbor Boulevard, 5th Floor
   Weehawken, NJ 07087                                   54,887     (38.4%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    15,260     (10.7%)


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The General  Partner and certain of its  affiliates  engage in oil and gas
activities  independently  of the  Partnerships  which  result in  conflicts  of
interest  that  cannot be totally  eliminated.  The  allocation  of  acquisition
opportunities  and the  nature  of the  compensation  arrangements  between  the
Partnerships  and  the  General  Partner  also  create  potential  conflicts  of
interest.  An affiliate of the Partnerships owns some of the Partnerships' Units
and  therefore  has an identity of interest  with other  Limited  Partners  with
respect to the operations of the Partnerships.

      In order to attempt to assure limited  liability for the Limited  Partners
as well as an orderly  conduct of business,  management of the  Partnerships  is
exercised  solely by the General Partner.  The Partnership  Agreements grant the
General Partner broad discretionary  authority with respect to the Partnerships'
expenditure and control of funds,  including  borrowings.  These  provisions are
similar to those contained in prospectuses and partnership  agreements for other
public oil and gas  partnerships.  Broad discretion as to general  management of
the Partnerships involves  circumstances where the General Partner has conflicts
of interest and where it must  allocate  costs and expenses,  or  opportunities,
among the Partnerships and other competing interests.

      The  General  Partner  does  not  devote  all of its  time,  efforts,  and
personnel exclusively to the Partnerships.  Furthermore, the Partnerships do not
have  any  employees,   but  instead  rely  on  the  personnel  of  Samson.  The
Partnerships thus compete with Samson (including other oil and gas partnerships)
for the time and  resources  of such  personnel.  Samson  devotes  such time and
personnel  to  the  management  of the  Partnerships  as  are  indicated  by the
circumstances and as are consistent with the General Partner's fiduciary duties.

      Affiliates  of  the  Partnerships  operate  certain  wells  in  which  the
Partnerships  have a net profits  interest and are compensated for such services
at rates comparable to charges of



                                      -58-
<PAGE>



unaffiliated third parties for services in the same geographic area. These costs
are  charged  to the  owners  of the  working  interest  of such  wells  and are
considered when calculating the Net Profits payable to the  Partnerships.  These
costs are thus indirectly borne by the Partnership.

      Affiliates of the Partnerships are solely responsible for the negotiation,
administration,  and  enforcement of oil and gas sales  agreements  covering the
leasehold  interests  in which  the  Partnerships  hold Net  Profits  Interests.
Because affiliates of the Partnerships who provide services to the owners of the
Working  Interests  have  fiduciary or other duties to other  members of Samson,
contract  amendments and negotiating  positions taken by them in their effort to
enforce  contracts with purchasers may not  necessarily  represent the positions
that the owners of such Working  Interests would take if they were to administer
their own contracts  without  involvement  with other members of Samson.  On the
other hand,  management  believes that the negotiating  strength and contractual
positions of the owners of such Working  Interests  have been enhanced by virtue
of their affiliation with Samson.



                                      -59-
<PAGE>

PART IV.



ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

      (a)   Financial Statements, Financial Statement Schedules, and Exhibits.

            (1)  Financial Statements:The following financial statements for the

                    Geodyne Institutional/Pension Energy Income
                       P-1 Limited Partnership
                    Geodyne Institutional/Pension Energy Income
                       P-2 Limited Partnership
                    Geodyne Institutional/Pension Energy Income
                       Limited Partnership P-3
                    Geodyne Institutional/Pension Energy Income
                       Limited Partnership P-4
                    Geodyne Institutional/Pension Energy Income
                       Limited Partnership P-5
                    Geodyne Institutional/Pension Energy Income
                       Limited Partnership P-6

                  as of  December  31,  2000 and 1999 and for each of the  three
                  years in the period ended  December 31, 2000 are filed as part
                  of this report:

                        Report of Independent Accountants
                        Combined Balance Sheets
                        Combined Statements of Operations
                        Combined Statements of Changes in
                              Partners' Capital (Deficit)
                        Combined Statements of Cash Flows
                        Notes to Combined Financial Statements

            (2)   Financial Statement Schedules:

                  None.

            (3)   Exhibits:

                  4.1   The  Certificate  and Agreements of Limited  Partnership
                        for the  following  Partnerships  have  been  previously
                        filed with the SEC as  Exhibit  2.1 to Form 8-A filed by
                        each Partnership on the dates shown below and are hereby
                        incorporated by reference.



                                      -60-
<PAGE>



                        Partnership    Filing Date          File No.
                        ----------- ------------------      --------

                            P-1      June 5, 1989            0-17800
                            P-2      June 5, 1989            0-17800
                            P-3      February 20, 1990       0-18306
                            P-4      February 20, 1990       0-18306
                            P-5      November 13, 1990       0-18637
                            P-6      November 30, 1990       0-18937

                  4.2   The  Agreements  of  Partnership  for the  following NPI
                        Partnerships  have been previously filed with the SEC as
                        Exhibit   2.2  to  Form  8-A   filed   by  the   related
                        Partnerships  on the dates  shown  below and are  hereby
                        incorporated by reference.

                                            Form 8-A
                        Partnership        Filing Date
                        -----------     -----------------

                            P-1           June 5, 1989
                            P-2           June 5, 1989
                            P-3           February 20, 1990
                            P-4           February 20, 1990
                            P-5           June 11, 1990
                            P-6           December 10, 1990


                  4.3   Second Amendment to Agreement of Limited  Partnership of
                        Geodyne  Institutional/Pension Energy Income P-1 Limited
                        Partnership,   filed  as  Exhibit  4.1  to  Registrants'
                        Current  Report on Form 8-K dated  August 2, 1993  filed
                        with  the  SEC  on  August   10,   1993  and  is  hereby
                        incorporated by reference.

                  4.4   Second Amendment to Agreement of Limited  Partnership of
                        Geodyne  Institutional/Pension Energy Income P-2 Limited
                        Partnership,   filed  as  Exhibit  4.2  to  Registrants'
                        Current  Report on Form 8-K dated  August 2, 1993  filed
                        with  the  SEC  on  August   10,   1993  and  is  hereby
                        incorporated by reference.

                  4.5   Second Amendment to Agreement of Limited  Partnership of
                        Geodyne   Institutional/Pension  Energy  Income  Limited
                        Partnership  P-3,  filed as Exhibit 4.3 to  Registrants'
                        Current  Report on Form 8-K dated  August 2, 1993  filed
                        with  the  SEC  on  August   10,   1993  and  is  hereby
                        incorporated by reference.



                                      -61-
<PAGE>



                  4.6   Second Amendment to Agreement of Limited  Partnership of
                        Geodyne   Institutional/Pension  Energy  Income  Limited
                        Partnership  P-4,  filed as Exhibit 4.4 to  Registrants'
                        Current  Report on Form 8-K dated  August 2, 1993  filed
                        with  the  SEC  on  August   10,   1993  and  is  hereby
                        incorporated by reference.

                  4.7   Second Amendment to Agreement of Limited  Partnership of
                        Geodyne   Institutional/Pension  Energy  Income  Limited
                        Partnership  P-5,  filed as Exhibit 4.5 to  Registrants'
                        Current  Report on Form 8-K dated  August 2, 1993  filed
                        with  the  SEC  on  August   10,   1993  and  is  hereby
                        incorporated by reference.

                  4.8   Second Amendment to Agreement of Limited  Partnership of
                        Geodyne   Institutional/Pension  Energy  Income  Limited
                        Partnership  P-6,  filed as Exhibit 4.6 to  Registrants'
                        Current  Report on Form 8-K dated  August 2, 1993  filed
                        with  the  SEC  on  August   10,   1993  and  is  hereby
                        incorporated by reference.

                  4.9   Third  Amendment to Agreement of Limited  Partnership of
                        Geodyne  Institutional/Pension Energy Income P-1 Limited
                        Partnership,  filed  as  Exhibit  4.10  to  Registrant's
                        Annual  Report on Form 10-K for the year ended  December
                        31,  1995 filed with the SEC April 1, 1996 and is hereby
                        incorporated by reference.

                  4.10  Third  Amendment to Agreement of Limited  Partnership of
                        Geodyne  Institutional/Pension Energy Income P-2 Limited
                        Partnership,  filed  as  Exhibit  4.11  to  Registrant's
                        Annual  Report on Form 10-K for the year ended  December
                        31,  1995  filed  with the SEC on  April 1,  1996 and is
                        hereby incorporated by reference.

                  4.11  Third  Amendment to Agreement of Limited  Partnership of
                        Geodyne   Institutional/Pension  Energy  Income  Limited
                        Partnership  P-3, filed as Exhibit 4.12 to  Registrant's
                        Annual  Report on Form 10-K for the year ended  December
                        31,  1995  filed  with the SEC on  April 1,  1996 and is
                        hereby incorporated by reference.

                  4.12  Third  Amendment to Agreement of Limited  Partnership of
                        Geodyne   Institutional/Pension  Energy  Income  Limited
                        Partnership  P-4, filed as Exhibit 4.13 to  Registrant's
                        Annual  Report on Form 10-K for the year ended  December
                        31,



                                      -62-
<PAGE>



                        1995 filed  with the SEC on April 1, 1996 and is  hereby
                        incorporated by reference.

                  4.13  Third  Amendment to Agreement of Limited  Partnership of
                        Geodyne   Institutional/Pension  Energy  Income  Limited
                        Partnership  P-5, filed as Exhibit 4.14 to  Registrant's
                        Annual  Report on Form 10-K for the year ended  December
                        31,  1995  filed  with the SEC on  April 1,  1996 and is
                        hereby incorporated by reference.

                  4.14  Third  Amendment to Agreement of Limited  Partnership of
                        Geodyne   Institutional/Pension  Energy  Income  Limited
                        Partnership  P-6, filed as Exhibit 4.15 to  Registrant's
                        Annual  Report on Form 10-K for the year ended  December
                        31,  1995  filed  with the SEC on  April 1,  1996 and is
                        hereby incorporated by reference.

            *     23.1  Consent of Ryder  Scott  Company,   L.P. for the Geodyne
                        Institutional / Pension  Energy   Income   P-1   Limited
                        Partnership.

            *     23.2  Consent of  Ryder  Scott  Company,  L.P. for the Geodyne
                        Institutional / Pension  Energy   Income   P-2   Limited
                        Partnership.

            *     23.3  Consent of  Ryder  Scott  Company,  L.P. for the Geodyne
                        Institutional  /  Pension   Energy    Income     Limited
                        Partnership P-3.

            *     23.4  Consent of  Ryder  Scott  Company,  L.P. for the Geodyne
                        Institutional /  Pension   Energy     Income     Limited
                        Partnership P-4.

            *     23.5  Consent of  Ryder  Scott  Company,  L.P. for the Geodyne
                        Institutional /  Pension   Energy     Income     Limited
                        Partnership P-5.

            *     23.6  Consent of  Ryder  Scott  Company,  L.P. for the Geodyne
                        Institutional /  Pension   Energy     Income     Limited
                        Partnership P-6.

                  All other Exhibits are omitted as inapplicable.

                  ----------

                  *Filed herewith.

      (b)   Reports on Form 8-K filed during the fourth quarter of 2000.

            None.



                                      -63-
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly organized.

                              GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1
                                 LIMITED PARTNERSHIP
                              GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2
                                 LIMITED PARTNERSHIP
                              GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                                 LIMITED PARTNERSHIP P-3
                              GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                                 LIMITED PARTNERSHIP P-4
                              GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                                 LIMITED PARTNERSHIP P-5
                              GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                                 LIMITED PARTNERSHIP P-6

                              By:   GEODYNE RESOURCES, INC.
                                    General Partner
                                    February 28, 2001


                              By:   /s/ Dennis R. Neill
                                    ------------------------------
                                        Dennis R. Neill
                                        President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities on the dates indicated.

By:   /s/ Dennis R. Neill       President and            February 28, 2001
      -------------------       Director (Principal
          Dennis R. Neill       Executive Officer)

      /s/ Patrick M. Hall       (Principal               February 28, 2001
      -------------------       Financial and
          Patrick M. Hall       Accounting Officer)

      /s/ Judy K. Fox           Secretary                February 28, 2001
      -------------------
          Judy K. Fox

                                      -64-
<PAGE>
ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE  INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP AND GEODYNE
NPI PARTNERSHIP P-1

      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position  of  the  Geodyne   Institutional/Pension  Energy  Income  P-1  Limited
Partnership,  a Texas limited  partnership,  and Geodyne NPI Partnership P-1, an
Oklahoma  general  partnership,  at December 31, 2000 and 1999, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2000, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.




                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 9, 2001






                                     -F-1-
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                                GEODYNE NPI PARTNERSHIP P-1
                                  Combined Balance Sheets
                                December 31, 2000 and 1999


                                     ASSETS
                                     ------

                                                       2000              1999
                                                  ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                        $  284,937        $  182,743
   Accounts receivable:
      Net Profits                                      280,155           167,901
                                                     ---------         ---------

         Total current assets                       $  565,092        $  350,644

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                       892,090         1,003,826
                                                     ---------         ---------

                                                    $1,457,182        $1,354,470
                                                     =========         =========


                           PARTNERS' CAPITAL (DEFICIT)
                           ---------------------------

PARTNERS' CAPITAL (DEFICIT):
   General Partner                                ($   64,717)      ($   77,417)
   Limited Partners, issued and
     outstanding, 108,074 Units                     1,521,899         1,431,887
                                                    ---------         ----------

         Total Partners' capital                   $1,457,182        $1,354,470
                                                    =========         ==========


              The accompanying notes are an integral part of these
                         combined financial statements.




                                     -F-2-
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-1
                        Combined Statements of Operations
              For the Years Ended December 31, 2000, 1999, and 1998

                                     2000              1999              1998
                                ------------       ----------       ------------
REVENUES:

   Net Profits                   $1,250,585         $802,539         $  694,919
   Interest income                   10,634            4,639             11,731
   Gain on sale of
      Net Profits Interests          58,071              698            476,752
                                  ---------          -------          ---------
                                 $1,319,290         $807,876         $1,183,402

COSTS AND EXPENSES:
   Depletion of
      Net Profits Interests      $  127,896         $171,326         $  235,071
   General and
      administrative                129,773          127,487            127,207
                                  ---------          -------          ---------
                                 $  257,669         $298,813         $  362,278
                                  ---------          -------          ---------

NET INCOME                       $1,061,621         $509,063         $  821,124
                                  =========          =======          =========
GENERAL PARTNER -
   NET INCOME                    $  116,609         $ 65,862         $   60,539
                                  =========          =======          =========
LIMITED PARTNERS -
   NET INCOME                    $  945,012         $443,201         $  760,585
                                  =========          =======          =========
NET INCOME
   per Unit                      $     8.74         $   4.10         $     7.04
                                  =========          =======          =========
UNITS OUTSTANDING                   108,074          108,074            108,074
                                  =========          =======          =========


              The accompanying notes are an integral part of these
                       combined financial statements.





                                     -F-3-
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-1
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2000, 1999, and 1998


                                  Limited             General
                                  Partners            Partner         Combined
                               ------------        ----------      ------------
Balance, Dec. 31, 1997           $2,164,101         ($ 87,415)       $2,076,686
   Net income                       760,585            60,539           821,124
   Cash distributions           ( 1,469,000)        (  56,023)      ( 1,525,023)
                                  ---------           -------         ---------

Balance, Dec. 31, 1998           $1,455,686         ($ 82,899)       $1,372,787
   Net income                       443,201            65,862           509,063
   Cash distributions           (   467,000)        (  60,380)      (   527,380)
                                  ---------           -------         ---------

Balance, Dec. 31, 1999           $1,431,887         ($ 77,417)       $1,354,470
   Net income                       945,012           116,609         1,061,621
   Cash distributions           (   855,000)        ( 103,909)      (   958,909)
                                  ---------           -------         ---------

Balance, Dec. 31, 2000           $1,521,899         ($ 64,717)       $1,457,182
                                  =========           =======         =========


              The accompanying notes are an integral part of these
                         combined financial statements.






                                     -F-4-
<PAGE>


       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-1
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2000, 1999, and 1998

                                    2000             1999               1998
                               ------------      ----------        ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                    $1,061,621        $509,063          $  821,124
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests          127,896         171,326             235,071
      Gain on sale of
         Net Profits Interests  (    58,071)      (     698)        (   476,752)
      (Increase)decrease in
         accounts receivable
         - Net Profits          (   112,254)      (  59,461)             56,204
                                  ---------         -------           ---------

   Net cash provided by
      operating activities       $1,019,192        $620,230          $  635,647
                                  ---------         -------           ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures         ($   22,017)      ($ 13,017)        ($   34,624)
   Proceeds from sale of
      Net Profits Interests          63,928           3,456             519,832
                                  ---------         -------           ---------

   Net cash provided (used) by
      investing activities       $   41,911       ($  9,561)         $  485,208
                                  ---------         -------           ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions           ($  958,909)      ($527,380)        ($1,525,023)
                                  ---------         -------           ---------
   Net cash used by financing
      activities                ($  958,909)      ($527,380)        ($1,525,023)
                                  ---------         -------           ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS     $  102,194        $ 83,289         ($  404,168)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           182,743          99,454             503,622
                                  ---------         -------           ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD               $  284,937        $182,743          $   99,454
                                  =========         =======           =========

              The accompanying notes are an integral part of these
                         combined financial statements.



                                     -F-5-
<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION  ENERGY INCOME P-2 LIMITED PARTNERSHIP AND GEODYNE
NPI PARTNERSHIP P-2

      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position  of  the  Geodyne   Institutional/Pension  Energy  Income  P-2  Limited
Partnership,  a Texas limited  partnership,  and Geodyne NPI Partnership P-2, an
Oklahoma  general  partnership,  at December 31, 2000 and 1999, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2000, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.




                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 9, 2001




                                     -F-6-
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
                             Combined Balance Sheets
                           December 31, 2000 and 1999


                                     ASSETS
                                     ------

                                                 2000              1999
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  223,864        $  148,106
   Accounts receivable:
      Net Profits                                229,168           135,136
                                               ---------         ---------

         Total current assets                 $  453,032        $  283,242

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                 761,996           856,093
                                               ---------         ---------

                                              $1,215,028        $1,139,335
                                               =========         =========


                           PARTNERS' CAPITAL (DEFICIT)
                           ---------------------------

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   48,478)      ($   56,585)
   Limited Partners, issued and
     outstanding, 90,094 Units                 1,263,506         1,195,920
                                               ---------         ---------

         Total Partners' capital              $1,215,028        $1,139,335
                                               =========         =========


              The accompanying notes are an integral part of these
                         combined financial statements.




                                     -F-7-
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
                        Combined Statements of Operations
              For the Years Ended December 31, 2000, 1999, and 1998

                                       2000            1999           1998
                                     ---------      ---------      ---------
REVENUES:
   Net Profits                      $  973,734       $618,890       $538,185
   Interest income                       8,302          3,769          8,577
   Gain on sale of
      Net Profits Interests             40,814            472        328,122
                                     ---------        -------        -------

                                    $1,022,850       $623,131       $874,884

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests             $  103,154       $152,202       $187,490
   General and
      administrative                   108,541        106,335        106,064
                                     ---------        -------        -------
                                    $  211,695       $258,537       $293,554
                                     ---------        -------        -------

NET INCOME                          $  811,155       $364,594       $581,330
                                     =========        =======        =======
GENERAL PARTNER -
   NET INCOME                       $   89,569       $ 31,057       $ 36,137
                                     =========        =======        =======
LIMITED PARTNERS -
   NET INCOME                       $  721,586       $333,537       $545,193
                                     =========        =======        =======
NET INCOME
   per Unit                         $     8.01       $   3.70       $   6.05
                                     =========        =======        =======
UNITS OUTSTANDING                       90,094         90,094         90,094
                                     =========        =======        =======


              The accompanying notes are an integral part of these
                         combined financial statements.





                                     -F-8-
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2000, 1999, and 1998


                                  Limited            General
                                  Partners           Partner          Combined
                                ------------        ---------       ------------

Balance, Dec. 31, 1997           $1,759,190         ($72,438)        $1,686,752
   Net income                       545,193           36,137            581,330
   Cash distributions           ( 1,061,000)        ( 34,403)       ( 1,095,403)
                                  ---------           ------          ---------

Balance, Dec. 31, 1998           $1,243,383         ($70,704)        $1,172,679
   Net income                       333,537           31,057            364,594
   Cash distributions           (   381,000)        ( 16,938)       (   397,938)
                                  ---------           ------          ---------

Balance, Dec. 31, 1999           $1,195,920         ($56,585)        $1,139,335
   Net income                       721,586           89,569            811,155
   Cash distributions           (   654,000)        ( 81,462)       (   735,462)
                                  ---------           ------          ---------

Balance, Dec. 31, 2000           $1,263,506         ($48,478)        $1,215,028
                                  =========           ======          =========


              The accompanying notes are an integral part of these
                         combined financial statements.




                                     -F-9-
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2000, 1999, and 1998

                                   2000              1999               1998
                                 ---------        ----------        ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                    $811,155          $364,594          $  581,330
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests        103,154           152,202             187,490
      Gain on sale of
         Net Profits Interests     40,814)        (     472)        (   328,122)
      (Increase) decrease in
         accounts receivable
         - Net Profits          (  94,032)        (  42,390)             42,585
                                  -------           -------           ---------

   Net cash provided by
      operating activities       $779,463          $473,934          $  483,283
                                  -------           -------           ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures         ($ 15,033)        ($ 10,319)        ($   39,322)
   Proceeds from sale of
      Net Profits Interests        46,790             3,994             360,686
                                  -------           -------           ---------

   Net cash provided (used)
      by investing activities    $ 31,757         ($  6,325)         $  321,364
                                  -------           -------           ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions           ($735,462)        ($397,938)        ($1,095,403)
                                  -------           -------           ---------
   Net cash used by financing
      activities                ($735,462)        ($397,938)        ($1,095,403)
                                  -------           -------           ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS     $ 75,758          $ 69,671         ($  290,756)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD         148,106            78,435             369,191
                                  -------           -------           ---------






                                     -F-10-
<PAGE>



CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                $223,864          $148,106          $   78,435
                                   =======           =======           =========


              The accompanying notes are an integral part of these
                         combined financial statements.





                                     -F-11-
<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE  INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 AND GEODYNE
NPI PARTNERSHIP P-3

      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Institutional/Pension Energy Income Limited Partnership
P-3, an Oklahoma  limited  partnership,  and  Geodyne  NPI  Partnership  P-3, an
Oklahoma  general  partnership,  at December 31, 2000 and 1999, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2000, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.


                                    PricewaterhouseCoopers LLP

Tulsa, Oklahoma
February 9, 2001





                                     -F-12-
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                             Combined Balance Sheets
                           December 31, 2000 and 1999


                                     ASSETS
                                     ------

                                                   2000              1999
                                               ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  416,457        $  284,040
   Accounts receivable:
      General Partner (Note 2)                         512              -
      Net Profits                                  428,390           251,484
                                                 ---------         ---------

         Total current assets                   $  845,359        $  535,524

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                 1,420,233         1,595,636
                                                 ---------         ---------

                                                $2,265,592        $2,131,160
                                                 =========         =========


                           PARTNERS' CAPITAL (DEFICIT)
                           ---------------------------

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   86,997)      ($  113,709)
   Limited Partners, issued and
     outstanding, 169,637 Units                  2,352,589         2,244,869
                                                 ---------         ---------

         Total Partners' capital                $2,265,592        $2,131,160
                                                 =========         =========


              The accompanying notes are an integral part of these
                         combined financial statements.




                                     -F-13-
<PAGE>




       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                        Combined Statements of Operations
              For the Years Ended December 31, 2000, 1999, and 1998

                                 2000              1999               1998
                              -----------       -----------       ------------
REVENUES:
   Net Profits                 $1,811,298        $1,155,814         $  997,464
   Interest income                 16,227             7,380             16,358
   Gain on sale of
      Net Profits Interests        75,355               968            606,887
                                ---------         ---------          ---------

                               $1,902,880        $1,164,162         $1,620,709

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests        $  191,820        $  283,838         $  344,697
   General and
      administrative              202,166           199,790            199,679
                                ---------         ---------          ---------
                               $  393,986        $  483,628         $  544,376
                                ---------         ---------          ---------

NET INCOME                     $1,508,894        $  680,534         $1,076,333
                                =========         =========          =========
GENERAL PARTNER -
   NET INCOME                  $  152,174        $   45,011         $   66,787
                                =========         =========          =========
LIMITED PARTNERS -
   NET INCOME                  $1,356,720        $  635,523         $1,009,546
                                =========         =========          =========
NET INCOME
   per Unit                    $     8.00        $     3.75         $     5.95
                                =========         =========          =========
UNITS OUTSTANDING                 169,637           169,637            169,637
                                =========         =========          =========


              The accompanying notes are an integral part of these
                         combined financial statements.





                                     -F-14-
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2000, 1999, and 1998


                                 Limited            General
                                 Partners           Partner          Combined
                               ------------        ----------      ------------

Balance, Dec. 31, 1997          $3,273,800         ($137,258)       $3,136,542
   Net income                    1,009,546            66,787         1,076,333
   Cash distributions          ( 1,967,000)        (  62,524)      ( 2,029,524)
                                 ---------           -------         ---------

Balance, Dec. 31, 1998          $2,316,346         ($132,995)       $2,183,351
   Net income                      635,523            45,011           680,534
   Cash distributions          (   707,000)        (  25,725)      (   732,725)
                                 ---------           -------         ---------

Balance, Dec. 31, 1999          $2,244,869         ($113,709)       $2,131,160
   Net income                    1,356,720           152,174         1,508,894
   Cash distributions          ( 1,249,000)        ( 125,462)      ( 1,374,462)
                                 ---------           -------         ---------

Balance, Dec. 31, 2000          $2,352,589         ($ 86,997)       $2,265,592
                                 =========           =======         =========


              The accompanying notes are an integral part of these
                         combined financial statements.




                                     -F-15-
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2000, 1999, and 1998

                                   2000              1999             1998
                                ------------       ----------      ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                   $1,508,894         $680,534         $1,076,333
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests         191,820          283,838            344,697
      Gain on sale of
         Net Profits Interests (    75,355)       (     968)       (   606,887)
      (Increase) decrease in
         accounts receivable
         - Net Profits         (   176,906)       (  81,095)            84,081
      Increase in accounts
         receivable
         - General Partner     (       512)            -                  -
                                ----------          -------          ---------

   Net cash provided by
      operating activities      $1,447,941         $882,309         $  898,224
                                 ---------          -------          ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures        ($   27,741)       ($ 19,188)       ($   74,335)
   Proceeds from sale of
      Net Profits Interests         86,679            7,398            666,253
                                 ---------          -------          ---------

   Net cash provided (used)
      by investing activities   $   58,938        ($ 11,790)        $  591,918
                                 ---------          -------          ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions          ($1,374,462)       ($732,725)       ($2,029,524)
                                 ---------          -------          ---------
   Net cash used by financing
      activities               ($1,374,462)       ($732,725)       ($2,029,524)
                                 ---------          -------          ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS    $  132,417         $137,794        ($  539,382)




                                     -F-16-
<PAGE>



CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD          284,040          146,246            685,628
                                 ---------          -------          ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD              $  416,457         $284,040         $  146,246
                                 =========          =======          =========


              The accompanying notes are an integral part of these
                         combined financial statements.




                                     -F-17-
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE  INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 AND GEODYNE
NPI PARTNERSHIP P-4

      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Institutional/Pension Energy Income Limited Partnership
P-4, an Oklahoma  limited  partnership,  and  Geodyne  NPI  Partnership  P-4, an
Oklahoma  general  partnership,  at December 31, 2000 and 1999, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2000, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.


                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 9, 2001



                                     -F-18-
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                             Combined Balance Sheets
                           December 31, 2000 and 1999


                                     ASSETS
                                     ------
                                                   2000              1999
                                               ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  439,461        $  188,928
   Accounts receivable:
      Net Profits                                  526,603           255,972
                                                 ---------         ---------

         Total current assets                   $  966,064        $  444,900

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                   750,294           892,659
                                                 ---------         ---------

                                                $1,716,358        $1,337,559
                                                 =========         =========


                           PARTNERS' CAPITAL (DEFICIT)
                           ---------------------------

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   54,697)      ($   80,321)
   Limited Partners, issued and
     outstanding, 126,306 Units                  1,771,055         1,417,880
                                                 ---------         ---------

         Total Partners' capital                $1,716,358        $1,337,559
                                                 =========         =========


              The accompanying notes are an integral part of these
                         combined financial statements.




                                     -F-19-
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                        Combined Statements of Operations
              For the Years Ended December 31, 2000, 1999, and 1998

                                 2000             1999               1998
                              -----------      ----------         ----------
REVENUES:
   Net Profits                $1,596,276         $746,854           $734,526
   Interest income                12,423            4,983              8,219
   Gain on sale of
      Net Profits Interests        5,193              410             12,332
                               ---------          -------            -------

                              $1,613,892         $752,247           $755,077

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests       $  131,888         $199,980           $221,558
   General and
      administrative             151,112          148,395            148,616
                               ---------          -------            -------
                              $  283,000         $348,375           $370,174
                               ---------          -------            -------

NET INCOME                    $1,330,892         $403,872           $384,903
                               =========          =======            =======
GENERAL PARTNER -
   NET INCOME                 $  143,717         $ 36,289           $ 27,697
                               =========          =======            =======
LIMITED PARTNERS -
   NET INCOME                 $1,187,175         $367,583           $357,206
                               =========          =======            =======
NET INCOME
   per Unit                   $     9.40         $   2.91           $   2.83
                               =========          =======            =======
UNITS OUTSTANDING                126,306          126,306            126,306
                               =========          =======            =======


              The accompanying notes are an integral part of these
                         combined financial statements.





                                     -F-20-
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2000, 1999, and 1998


                                 Limited            General
                                 Partners           Partner          Combined
                               ------------        ----------      ------------

Balance, Dec. 31, 1997          $1,922,091         ($ 94,799)       $1,827,292
   Net income                      357,206            27,697           384,903
   Cash distributions          (   782,000)        (  26,751)      (   808,751)
                                 ---------           -------         ---------

Balance, Dec. 31, 1998          $1,497,297         ($ 93,853)       $1,403,444
   Net income                      367,583            36,289           403,872
   Cash distributions          (   447,000)        (  22,757)      (   469,757)
                                 ---------           -------         ---------

Balance, Dec. 31, 1999          $1,417,880         ($ 80,321)       $1,337,559
   Net income                    1,187,175           143,717         1,330,892
   Cash distributions          (   834,000)        ( 118,093)      (   952,093)
                                 ---------           -------         ---------

Balance, Dec. 31, 2000          $1,771,055         ($ 54,697)       $1,716,358
                                 =========           =======         =========


              The accompanying notes are an integral part of these
                         combined financial statements.




                                     -F-21-
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2000, 1999, and 1998

                                    2000              1999             1998
                                ------------       ----------       ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                    $1,330,892         $403,872         $384,903
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depletion of Net
      Profits Interests             131,888          199,980          221,558
      Gain on sale of
         Net Profits Interests  (     5,193)       (     410)       (  12,332)
      (Increase) decrease in
         accounts receivable -
         Net Profits            (   270,631)       (  46,754)          91,842
                                  ---------          -------          -------

   Net cash provided by
     operating activities        $1,186,956         $556,688         $685,971
                                  ---------          -------          -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures         ($    6,322)       ($  6,108)       ($ 35,489)
   Proceeds from sale of
      Net Profits Interests          21,992            6,453           16,018
                                  ---------          -------          -------

   Net cash provided (used)
      by investing activities    $   15,670         $    345        ($ 19,471)
                                  ---------          -------          -------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions           ($  952,093)       ($469,757)       ($808,751)
                                  ---------          -------          -------
   Net cash used by financing
      activities                ($  952,093)       ($469,757)       ($808,751)
                                  ---------          -------          -------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS     $  250,533         $ 87,276        ($142,251)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           188,928          101,652          243,903
                                  ---------          -------          -------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD               $  439,461         $188,928         $101,652
                                  =========          =======          =======

              The accompanying notes are an integral part of these
                         combined financial statements.



                                     -F-22-
<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE  INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 AND GEODYNE
NPI PARTNERSHIP P-5

      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Institutional/Pension Energy Income Limited Partnership
P-5, an Oklahoma  limited  partnership,  and  Geodyne  NPI  Partnership  P-5, an
Oklahoma  general  partnership,  at December 31, 2000 and 1999, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2000, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.



                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 9, 2001




                                     -F-23-
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                             Combined Balance Sheets
                           December 31, 2000 and 1999

                                     ASSETS
                                     ------
                                                   2000              1999
                                               ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  440,454        $  217,441
   Accounts receivable:
      Net Profits                                  351,685           180,909
                                                 ---------         ---------

         Total current assets                   $  792,139        $  398,350

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                   730,201           836,971
                                                 ---------         ---------

                                                $1,522,340        $1,235,321
                                                 =========         =========


                           PARTNERS' CAPITAL (DEFICIT)
                           ---------------------------

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   60,882)      ($   68,638)
   Limited Partners, issued and
     outstanding, 118,449 Units                  1,583,222         1,303,959
                                                 ---------         ---------

         Total Partners' capital                $1,522,340        $1,235,321
                                                 =========         =========


              The accompanying notes are an integral part of these
                         combined financial statements.





                                     -F-24-
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                        Combined Statements of Operations
              For the Years Ended December 31, 2000, 1999, and 1998

                                   2000              1999              1998
                                ------------     ----------        ------------
REVENUES:
   Net Profits                   $1,433,743         $856,442          $  827,076
   Interest income                   14,147            6,181               9,987
   Gain (loss)on sale of
      Net Profits Interests          54,584        (      92)            344,575
                                  ---------          -------           ---------

                                 $1,502,474         $862,531          $1,181,638

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests          $  111,400         $169,734          $  283,071
   General and
      administrative                141,905          139,426             139,230
                                  ---------          -------           ---------
                                 $  253,305         $309,160          $  422,301
                                  ---------          -------           ---------

NET INCOME                       $1,249,169         $553,371          $  759,337
                                  =========          =======           =========
GENERAL PARTNER -
   NET INCOME                    $   64,906         $ 34,149          $   48,790
                                  =========          =======           =========
LIMITED PARTNERS -
   NET INCOME                    $1,184,263         $519,222          $  710,547
                                  =========          =======           =========
NET INCOME
   per Unit                      $    10.00         $   4.38          $     6.00
                                  =========          =======           =========
UNITS OUTSTANDING                   118,449          118,449             118,449
                                  =========          =======           =========


              The accompanying notes are an integral part of these
                         combined financial statements.





                                     -F-25-
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2000, 1999, and 1998


                                Limited            General
                                Partners           Partner          Combined
                              ------------        ---------       ------------

Balance, Dec. 31, 1997         $1,696,190         ($74,683)        $1,621,507
   Net income                     710,547           48,790            759,337
   Cash distributions         ( 1,070,000)        ( 53,355)       ( 1,123,355)
                                ---------           ------          ---------

Balance, Dec. 31, 1998         $1,336,737         ($79,248)        $1,257,489
   Net income                     519,222           34,149            553,371
   Cash distributions         (   552,000)        ( 23,539)       (   575,539)
                                ---------           ------          ---------

Balance, Dec. 31, 1999         $1,303,959         ($68,638)        $1,235,321
   Net income                   1,184,263           64,906          1,249,169
   Cash distributions         (   905,000)        ( 57,150)       (   962,150)
                                ---------           ------          ---------

Balance, Dec. 31, 2000         $1,583,222         ($60,882)        $1,522,340
                                =========           ======          =========


              The accompanying notes are an integral part of these
                         combined financial statements.




                                     -F-26-
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2000, 1999, and 1998

                                   2000             1999               1998
                               ------------      ----------        ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                    $1,249,169        $553,371          $  759,337
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests          111,400         169,734             283,071
      (Gain) loss on sale of
         Net Profits Interests  (    54,584)             92         (   344,575)
      (Increase) decrease in
         accounts receivable -
         Net Profits            (   170,776)      (  81,086)             35,145
                                  ---------         -------           ---------

   Net cash provided by
     operating activities        $1,135,209        $642,111          $  732,978
                                  ---------         -------           ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures         ($    4,630)      ($ 15,618)        ($   40,371)
   Proceeds from sale of
      Net Profits Interests          54,584            -                368,485
                                  ---------         -------           ---------
   Net cash provided (used)
      by investing activities    $   49,954       ($ 15,618)         $  328,114
                                  ---------         -------           ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions           ($  962,150)      ($575,539)        ($1,123,355)
                                  ---------         -------           ---------
   Net cash used by financing
      activities                ($  962,150)      ($575,539)        ($1,123,355)
                                  ---------         -------           ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS     $  223,013        $ 50,954         ($   62,263)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           217,441         166,487             228,750
                                  ---------         -------           ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD               $  440,454        $217,441          $  166,487
                                  =========         =======           =========

              The accompanying notes are an integral part of these
                         combined financial statements.



                                     -F-27-
<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE  INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 AND GEODYNE
NPI PARTNERSHIP P-6

      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Institutional/Pension Energy Income Limited Partnership
P-6, an Oklahoma  limited  partnership,  and  Geodyne  NPI  Partnership  P-6, an
Oklahoma  general  partnership,  at December 31, 2000 and 1999, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2000, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.


                                    PricewaterhouseCoopers LLP

Tulsa, Oklahoma
February 9, 2001




                                     -F-28-
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
                             Combined Balance Sheets
                           December 31, 2000 and 1999

                                     ASSETS
                                     ------
                                                  2000              1999
                                              ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  691,186        $  339,386
   Accounts receivable:
      Net Profits                                 429,205           177,661
                                                ---------         ---------

         Total current assets                  $1,120,391        $  517,047

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                1,504,674         1,797,167
                                                ---------         ---------

                                               $2,625,065        $2,314,214
                                                =========         =========

                           PARTNERS' CAPITAL (DEFICIT)
                           ---------------------------

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   75,505)      ($   86,400)
   Limited Partners, issued and
     outstanding, 143,041 Units                 2,700,570         2,400,614
                                                ---------         ---------

         Total Partners' capital               $2,625,065        $2,314,214
                                                =========         =========

              The accompanying notes are an integral part of these
                         combined financial statements.



                                     -F-29-
<PAGE>




                   GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                             LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
                        Combined Statements of Operations
              For the Years Ended December 31, 2000, 1999, and 1998

                                2000              1999             1998
                             -----------      -----------      ------------
REVENUES:
   Net Profits                $2,468,159       $1,340,784       $1,240,100
   Interest income                21,573            9,614           13,521
   Gain (loss) on sale
      of Net Profits
      Interests                   25,726      (        32)         135,752
                               ---------         --------        ---------

                              $2,515,458       $1,350,366       $1,389,373


COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests       $  334,197       $  330,171       $  425,026
   General and
     administrative              170,942          168,704          168,434
                               ---------        ---------        ---------
                              $  505,139       $  498,875       $  593,460
                               ---------        ---------        ---------

NET INCOME                    $2,010,319       $  851,491       $  795,913
                               =========        =========        =========
GENERAL PARTNER -
   NET INCOME                 $  112,363       $   55,301       $   56,121
                               =========        =========        =========
LIMITED PARTNERS -
   NET INCOME                 $1,897,956       $  796,190       $  739,792
                               =========        =========        =========
NET INCOME
   per unit                   $    13.27       $     5.57       $     5.17
                               =========        =========        =========
UNITS OUTSTANDING                143,041          143,041          143,041
                               =========        =========        =========

              The accompanying notes are an integral part of these
                         combined financial statements.



                                     -F-30-
<PAGE>



                   GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                             LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2000, 1999 and 1998


                               Limited            General
                               Partners           Partner            Combined
                              ----------        ----------         ------------

Balance, Dec. 31, 1997        $3,208,632         ($ 96,514)          $3,112,118
   Net income                    739,792            56,121              795,913
   Cash distributions        ( 1,330,000)        (  66,249)         ( 1,396,249)
                               ---------           -------            ---------

Balance, Dec. 31, 1998        $2,618,424         ($106,642)          $2,511,782
   Net income                    796,190            55,301              851,491
   Cash distributions        ( 1,014,000)        (  35,059)         ( 1,049,059)
                               ---------           -------            ---------

Balance, Dec. 31, 1999        $2,400,614         ($ 86,400)          $2,314,214
   Net income                  1,897,956           112,363            2,010,319
   Cash distributions        ( 1,598,000)        ( 101,468)         ( 1,699,468)
                               ---------           -------            ---------

Balance, Dec. 31, 2000        $2,700,570         ($ 75,505)          $2,625,065
                               =========           =======            =========

              The accompanying notes are an integral part of these
                         combined financial statements.




                                     -F-31-
<PAGE>



                   GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                             LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2000, 1999, and 1998

                                   2000              1999              1998
                               ------------      ------------      ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                   $2,010,319        $  851,491        $  795,913
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
   Depletion of Net
      Profits Interests            334,197           330,171           425,026
   (Gain) loss on sale of
      Net Profits Interests    (    25,726)               32       (   135,752)
   (Increase) decrease in
      accounts receivable -
      Net Profits              (   251,544)      (    32,049)          145,740
                                 ---------         ---------         ---------

   Net cash provided by
      operating activities      $2,067,246        $1,149,645        $1,230,927
                                 ---------         ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures        ($   41,704)      ($   61,524)      ($   45,058)
   Proceeds from sale of
      Net Profits Interests         25,726              -              147,747
                                 ---------         ---------         ---------

   Net cash provided (used)
      by investing activities  ($   15,978)      ($   61,524)       $  102,689
                                 ---------         ---------         ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions          ($1,699,468)      ($1,049,059)      ($1,396,249)
                                 ---------         ---------         ---------

   Net cash used by financing
      activities               ($1,699,468)      ($1,049,059)      ($1,396,249)
                                 ---------         ---------         ---------



                                     -F-32-
<PAGE>




NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS    $  351,800        $   39,062       ($   62,633)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD          339,386           300,324           362,957
                                 ---------         ---------         ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD             $  691,186        $  339,386        $  300,324
                                 =========         =========         =========

              The accompanying notes are an integral part of these
                         combined financial statements.




                                     -F-33-
<PAGE>




                      GEODYNE INSTITUTIONAL/PENSION PROGRAM
           Notes to the Combined Financial Statements For the Periods
                     Ended December 31, 2000, 1999, and 1998


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

      The Geodyne  Institutional/Pension Energy Income Limited Partnerships (the
"Partnerships")  were formed pursuant to a public  offering of depositary  units
("Units").  Upon  formation,  investors  became  limited  partners (the "Limited
Partners") and held Units issued by each Partnership.  Geodyne  Resources,  Inc.
("Geodyne") is the general partner of each of the Partnerships. Each Partnership
is  a  general  partner  in  the  related  Geodyne  NPI  Partnership  (the  "NPI
Partnerships")  in  which  Geodyne  serves  as  the  managing  partner.  Limited
Partners' capital contributions were contributed to the related NPI Partnerships
for  investment  in  net  profits  interests,   royalty  interests,   and  other
nonoperating  interests in  producing  oil and gas  properties.  Most of the net
profits  interests  acquired by the Partnerships have been carved out of working
interests in producing  properties,  located in the  continental  United States,
which  were  acquired  by  affiliated  oil  and  gas  investment  programs  (the
"Affiliated Programs").

      Net profits  interests entitle the Partnerships to a share of net revenues
from producing  properties  measured by a specific percentage of the net profits
realized by such Affiliated  Programs as owners of the working  interests in the
producing  properties.  Except  where  otherwise  noted,  references  to certain
operational  activities of the  Partnerships  are actually the activities of the
Affiliated  Programs.  As the holder of a net profits interest, a Partnership is
not liable to pay any amount by which oil and gas  operating  costs and expenses
exceed revenues for any period, although any deficit, together with interest, is
applied to reduce the amounts payable to the Partnership in subsequent  periods.
As used in these financial statements, the Partnerships' net profits and royalty
interests  in oil  and gas  sales  are  referred  to as  "Net  Profits"  and the
Partnerships'  net profits and royalty  interests in oil and gas  properties are
referred to as "Net Profits  Interests."  The  Partnerships do not directly bear
capital costs.  However, the Partnerships  indirectly bear certain capital costs
incurred by the Affiliated Programs to the extent such capital costs are charged
against  the  applicable  oil and gas  revenues in  calculating  the net profits
payable to the Partnerships. For financial reporting purposes only, such capital
costs are reported as capital  expenditures in the  Partnerships'  Statements of
Cash Flows.

      The Partnerships  were activated on the following dates with the following
Limited Partner capital contributions:


                                     -F-34-
<PAGE>




                                    Limited Partner
                       Date of          Capital
      Partnership    Activation      Contributions
      ----------- ----------------- ---------------

          P-1      October 25, 1988    $10,807,400
          P-2      February 9, 1989      9,009,400
          P-3      May 10, 1989         16,963,700
          P-4      November 21, 1989    12,630,600
          P-5      February 27, 1990    11,844,900
          P-6      September 5, 1990    14,304,100


      For  purposes of these  financial  statements,  the  Partnerships  and NPI
Partnerships are collectively  referred to as the "Partnerships" and the general
partner and  managing  partner  are  collectively  referred  to as the  "General
Partner".  An  affiliate of the General  Partner  owned the  following  Units at
December 31, 2000:


                                                   Percent of
                               Number of          Outstanding
            Partnership        Units Owned           Units
            -----------        -----------        -----------

                 P-1             22,740             21.0%
                 P-2             24,543             27.2%
                 P-3             60,538             35.7%
                 P-4             27,683             21.9%
                 P-5             22,230             18.8%
                 P-6             15,260             10.7%


      The  Partnerships'   sole  business  is  owning  Net  Profits   Interests.
Substantially  all of the gas reserves  attributable  to the  Partnerships'  Net
Profits  Interests are being sold  regionally  on the "spot  market." Due to the
highly  competitive  nature of the spot  market,  prices on the spot  market are
subject to wide seasonal and regional pricing  fluctuations.  In addition,  such
spot market  sales are  generally  short term in nature and are  dependent  upon
obtaining  transportation services provided by pipelines.  The Partnerships' oil
is sold at or near the Partnerships'  wells under short-term  purchase contracts
at prevailing  arrangements which are customary in the oil industry.  The prices
received for the  Partnerships'  oil and gas are subject to  influences  such as
global consumption and supply trends.




                                     -F-35-
<PAGE>




      Allocation of Costs and Revenues

      The combination of the allocation provisions in each Partnerships' limited
partnership agreement and NPI Partnerships' partnership agreement (collectively,
the "Partnership  Agreement") results in allocations of costs and income between
the Limited Partners and General Partner as follows:

                               Before Payout(1)        After Payout(1)
                              ------------------      ------------------
                              General     Limited     General     Limited
                              Partner     Partners    Partner     Partners
                              -------     --------    -------     --------
      Costs(2)
--------------------------

Sales commissions, payment
  for organization and
  offering costs and
  acquisition fee                   1%      99%          -           -
Property Acquisition
  Costs                             1%      99%          1%        99%
General and administrative
  costs and direct
  administrative costs(3)           5       95%         15%        85%

     Income(2)
--------------------------

Temporary investments of
  Limited Partners'
  Subscriptions                     1%      99%          1%        99%
Income from oil and
 gas production(3)                  5%      95%         15%        85%
Gain on sale of
  Net Profits Interests(3)          5%      95%         15%        85%
All other income(3)                 5%      95%         15%        85%

----------

(1)   Payout occurs when total  distributions  to Limited  Partners  equal total
      original Limited Partner subscriptions.
(2)   The allocations in the table result  generally from the combined effect of
      the  allocation  provisions in the  Partnership  Agreements.  For example,
      direct  administrative costs of the NPI Partnership are allocated 95.9596%
      to the  Partnership  and 4.0404% to the  managing  partner.  The  95.9596%
      portion of these costs allocated to the limited  partnership,  when passed
      through the limited  partnership,  is further allocated 99% to the Limited
      Partners  and 1% to the  general  partner.  In  this  manner  the  Limited
      Partners  are  allocated  95% of such  costs and the  General  Partner  is
      allocated 5% of such costs.



                                     -F-36-
<PAGE>



(3)   If at payout the total distributions received by the Limited Partners from
      the  commencement  of the property  investment  period have averaged on an
      annualized basis an amount that is less than 12% of the Limited  Partners'
      subscriptions, the percentage of income, and costs which are shared in the
      same proportions as income, allocated to the General Partner will increase
      to only 10% and the Limited  Partners  will be allocated 90% thereof until
      such time, if ever, that the  distributions  to the Limited  Partners from
      the  commencement  of the  property  investment  period  reaches  a yearly
      average  equal to at least  12% of the  Limited  Partners'  subscriptions.
      Thereafter,  income,  and costs shared in the same  proportions as income,
      will be  allocated  15% to the  General  Partner  and  85% to the  Limited
      Partners.

      The P-1 Partnership  achieved payout during the third quarter of 1998, the
P-2 and P-4 Partnerships  achieved payout during the fourth quarter of 1999, and
the P-3  Partnership  achieved  payout during the second quarter of 2000.  After
payout, operations and revenues for the P-1, P-2, P-3, and P-4 Partnerships have
been and will be allocated using the 10%/90% after payout  percentages set forth
in Footnote 3 to the table above.

      Basis of Presentation

      These  financial   statements   reflect  the  combined  accounts  of  each
Partnership  after the  elimination of all  inter-partnership  transactions  and
balances.

      Cash and Cash Equivalents

      The Partnerships consider all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Cash equivalents are
not insured, which cause the Partnerships to be subject to risk.


      Credit Risk

      Accrued  oil  and gas  sales,  which  are  included  in the  Partnerships'
Accounts  Receivable  - Net  Profits,  are  due  from a  variety  of oil and gas
purchasers   and,   therefore,   indirectly   subject  the   Partnerships  to  a
concentration of credit risk. Some of these purchasers are discussed in Note 3 -
Major Customers.


      Net Profits Interests

      The  Partnerships  follow the successful  efforts method of accounting for
their  Net  Profits   Interests.   Under  the  successful  efforts  method,  the
Partnerships  capitalize all acquisition  costs.  Such acquisition costs include
costs  incurred  by the  Partnerships  or the  General  Partner to acquire a Net
Profits Interest, including related title insurance or examination costs,



                                     -F-37-
<PAGE>



commissions,  engineering, legal and accounting fees, and similar costs directly
related to the acquisitions  plus an allocated  portion of the General Partner's
property  screening  costs.  The net acquisition cost to the Partnerships of the
Net Profits Interests in properties  acquired by the General Partner consists of
the cost of  acquiring  the  underlying  properties,  adjusted  for the net cash
results  of  operations,   including   interest  incurred  to  finance  the  net
acquisition,  for the  period  of time the  properties  are held by the  General
Partner.  Impairment of Net Profits Interests in unproved oil and gas properties
is recognized based upon an individual  property  assessment.  Upon discovery of
commercial   reserves,   Net  Profits  Interests  in  unproved   properties  are
transferred to producing properties.

      Depletion  of the  cost  of  Net  Profits  Interests  is  computed  on the
units-of-production  method.  The Partnerships'  calculation of depletion of its
Net Profits Interests  includes  estimated  dismantlement and abandonment costs,
net of estimated salvage values. The depletion rate per equivalent barrel of oil
produced  during the years  ended  December  31,  2000,  1999,  and 1998 were as
follows:

                  Partnership       2000        1999        1998
                  -----------       -----       -----       -----

                      P-1          $1.87        $2.03       $2.93
                      P-2           1.92         2.31        2.97
                      P-3           1.92         2.31        2.94
                      P-4           1.65         2.70        2.82
                      P-5           1.26         2.01        2.88
                      P-6           2.24         1.96        2.40

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their Net Profits Interests in proved oil and gas properties at the field level.
If the  unamortized  costs of a Net Profits  Interest  within a field exceed the
expected undiscounted future cash flows from such Net Profits Interest, the cost
of the Net Profits  Interest is written down to fair value,  which is determined
by using the  discounted  future  cash flows from the Net Profits  Interest.  No
non-cash charges against earnings  (impairment  provisions) were recorded by the
Partnerships during the three years ended December 31, 2000.

      The risk that the  Partnerships  will be  required  to  record  impairment
provisions in the future increases as oil and gas prices decrease.





                                     -F-38-
<PAGE>



      Accounts Receivable (Accounts Payable) - Net Profits

      Revenues from a Net Profits Interest consist of a share of the oil and gas
sales of the property,  less operating and production expenses. The Partnerships
accrue for oil and gas revenues less  expenses  from its Net Profits  Interests.
Sales of gas  applicable  to the Net Profits  Interests  are recorded as revenue
when  the gas is  metered  and  title  transferred  pursuant  to the  gas  sales
contracts. During such times as sales of gas exceed a Partnership's pro rata Net
Profits  Interest in a well,  such sales are  recorded as revenue  unless  total
sales from the well have exceeded the Partnership's share of estimated total gas
reserves  attributable to the underlying property,  at which time such excess is
recorded as a liability.  The rates per Mcf used to calculate  the liability are
based  on the  average  gas  price  received  for the  volumes  at the  time the
overproduction  occurred.  This  also  approximates  the  price  for  which  the
Partnerships are currently  settling this liability.  This liability is recorded
as a reduction of accounts receivable.

      Also included in accounts  receivable  (payable) - Net Profits are amounts
which  represent  costs  deferred or accrued  for Net Profits  relating to lease
operating  expenses  incurred  in  connection  with  the  net  underproduced  or
overproduced gas imbalance positions.  The rate used in calculating the deferred
charge or accrued  liability is the average of the annual  production  costs per
Mcf.

      The Partnerships have not entered into any hedging or derivative contracts
in connection with their production and sale of oil and gas.

      General and Administrative Overhead

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs  incurred  and  attributable  to the  conduct  of the
business affairs and operations of the Partnerships.


      Use of Estimates in Financial Statements

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting  period.  Actual results could differ from those  estimates.  Further,
accounts  receivable  (payable)  - Net  Profits  includes  accrued  liabilities,
accrued lease operating expenses,  and deferred lease operating expenses related
to gas balancing which involve  estimates that could materially  differ from the
actual amounts ultimately realized or incurred in the near term. Oil



                                     -F-39-
<PAGE>



and gas reserves  (see Note 4) also involve  significant  estimates  which could
materially differ from the actual amounts ultimately realized.


      Income Taxes

      Income or loss for income tax  purposes  is  includable  in the income tax
returns of the partners.  Accordingly,  no recognition  has been given to income
taxes in these financial statements.



2.    TRANSACTIONS WITH RELATED PARTIES

      The  Partnerships  reimburse  the  General  Partner  for the  general  and
administrative  overhead applicable to the Partnerships,  based on an allocation
of actual costs incurred by the General  Partner.  When costs  incurred  benefit
other  Partnerships  and  affiliates,  the  allocation  of costs is based on the
relationship  of the  Partnerships'  reserves to the total reserves owned by all
Partnerships and affiliates. The General Partner believes this allocation method
is reasonable. Although the actual costs incurred by the General Partner and its
affiliates have fluctuated during the three years presented, the amounts charged
to the Partnerships  have not fluctuated due to expense  limitations  imposed by
the  Partnership  Agreement.  The following is a summary of payments made to the
General  Partner  or  its  affiliates  by  the   Partnerships  for  general  and
administrative  overhead costs for the years ended December 31, 2000,  1999, and
1998:

            Partnership         2000        1999        1998
            -----------        --------    --------    --------

                 P-1          $113,760    $113,760    $113,760
                 P-2            94,836      94,836      94,836
                 P-3           178,560     178,560     178,560
                 P-4           132,960     132,960     132,960
                 P-5           124,680     124,680     124,680
                 P-6           150,564     150,564     150,564

      Affiliates of the Partnerships  operate certain of the properties in which
the  Partnerships  own a Net Profits  Interest  and their  policy is to bill the
owners of the working interests of such properties for all customary charges and
cost  reimbursements  associated  with  these  activities,   together  with  any
compressor  rentals,  consulting,  or other services provided.  Such charges are
comparable  to third  party  charges in the area where the wells are located and
are the same as charged to other working interest owners in the wells.

      The accounts receivable - General Partner at December 31, 2000 for the P-3
Partnership represents accrued proceeds and



                                     -F-40-
<PAGE>



interest  due from the  General  Partner  for the  sale of  certain  oil and gas
properties  during 2000.  Such amount was  collected  subsequent to December 31,
2000.

3.    MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten percent or more of combined  oil and gas sales  attributable  to each of the
Partnership's  Net Profits  Interest  during the years ended  December 31, 2000,
1999, and 1998:



                                                       Percentage
                                              ----------------------------
Partnership           Purchaser               2000        1999        1998
-----------    ------------------------       -----       -----      -----

    P-1           El Paso Energy Marketing
                    Company ("El Paso")       20.6%       24.4%      31.7%
                  Oneok Gas Marketing
                    Company                   11.0%         -          -
                  Chevron U.S.A., Inc.
                    ("Chevron")               10.5%       12.0%      14.9%
                  Texaco Exploration and
                    Production, Inc.
                    ("Texaco")                  -           -        11.2%

    P-2           El Paso                     20.7%       23.6%      30.7%
                  Chevron                       -         10.3%      13.0%
                  Texaco                        -         10.1%      12.8%

    P-3           El Paso                     20.7%       23.4%      30.5%
                  Texaco                        -         10.1%      12.9%
                  Chevron                       -         10.1%      12.9%

      P-4         El Paso                     26.2%       28.7%      36.7%
                  Valero Industrial
                    Gas LP                    23.7%       25.4%      29.1%
                  Phibro Energy, Inc.         22.8%       21.3%      16.1%

    P-5           El Paso                     76.0%       77.8%      73.1%

    P-6           El Paso                     35.8%       36.6%      32.5%
                  HPL Resources Company       15.2%       15.4%      16.8%
                  Tejas Gas Marketing
                    Company                   15.2%       13.0%      14.0%

      In the  event  of  interruption  of  purchases  by one or  more  of  these
significant  customers or the cessation or material  change in  availability  of
open  access  transportation  by pipeline  transporters,  the  Partnerships  may
encounter  difficulty in marketing  their gas and in maintaining  historic sales
levels.



                                     -F-41-
<PAGE>



Alternative purchasers or transporters may not be readily available.


4.    SUPPLEMENTAL OIL AND GAS INFORMATION

      The following supplemental  information regarding the Net Profits Interest
activities  of  the  Partnerships  is  presented   pursuant  to  the  disclosure
requirements promulgated by the SEC.


      Capitalized Costs

      Capitalized costs and accumulated  depletion at December 31, 2000 and 1999
were as follows:


                                                  P-1 Partnership
                                                  ---------------
                                              2000              1999
                                          ------------      ------------
Net Profits Interests in proved
  oil and gas properties                   $6,592,957        $6,888,884

Less accumulated depletion
  and valuation allowance                 ( 5,700,867)      ( 5,885,058)
                                            ---------         ---------
  Net Profits Interests, net               $  892,090        $1,003,826
                                            =========         =========


                                                  P-2 Partnership
                                                  ---------------
                                              2000              1999
                                          ------------      ------------
Net Profits Interests in proved
   oil and gas properties                  $5,322,334        $5,557,749

Less accumulated depletion
   and valuation allowance                ( 4,560,338)      ( 4,701,656)
                                            ---------         ---------
   Net Profits Interests, net              $  761,996        $  856,093
                                            =========         =========





                                     -F-42-
<PAGE>



                                 P-3 Partnership
                                 ---------------
                                              2000                1999
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $10,055,787       $10,492,182

Less accumulated depletion
   and valuation allowance                (  8,635,554)     (  8,896,546)
                                            ----------        ----------
   Net Profits Interests, net              $ 1,420,233       $ 1,595,636
                                            ==========        ==========


                                 P-4 Partnership
                                 ---------------

                                               2000               1999
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $ 8,045,435       $ 8,193,436

Less accumulated depletion
   and valuation allowance                (  7,295,141)     (  7,300,777)
                                            ----------        ----------
   Net Profits Interests, net              $   750,294       $   892,659
                                            ==========        ==========


                                P-5 Partnership
                                ---------------
                                              2000                1999
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $ 9,286,715       $ 9,855,735

Less accumulated depletion
   and valuation allowance                (  8,556,514)     (  9,018,764)
                                            ----------        ----------
   Net Profits Interest, net               $   730,201       $   836,971
                                            ==========        ==========





                                     -F-43-
<PAGE>



                                P-6 Partnership
                                ---------------
                                              2000                1999
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $11,480,139       $12,024,877

Less accumulated depletion
   and valuation allowance                (  9,975,465)     ( 10,227,710)
                                            ----------        ----------
   Net Profits Interests, net              $ 1,504,674       $ 1,797,167
                                            ==========        ==========


      Costs Incurred

      No  property  acquisition  or  exploration  costs  were  incurred  by  the
Partnerships during the three years ended December 31, 2000. The following table
sets forth the  development  costs  related to the working  interests  which are
burdened  by the  Partnerships'  Net  Profits  Interests  during the years ended
December 31, 2000, 1999, and 1998. Since these acquisition and development costs
were charged  against the Net Profits  payable to the  Partnerships,  such costs
were indirectly borne by the Partnerships.


      Partnership                     2000        1999        1998
      -----------                   -------     -------     -------

           P-1                      $22,017     $13,017     $34,624
           P-2                       15,033      10,319      39,322
           P-3                       27,741      19,188      74,335
           P-4                        6,322       6,108      35,489
           P-5                        4,630      15,618      40,371
           P-6                       41,704      61,524      45,058


      Quantities of Proved Oil and Gas Reserves - Unaudited

      The  following  tables  summarize  changes  in net  quantities  of  proved
reserves  attributable to the Partnerships' Net Profits Interests,  all of which
are located in the United  States of America,  for the  periods  indicated.  The
proved reserves were estimated by petroleum  engineers employed by affiliates of
the  Partnerships.  Certain  reserve  information  was  reviewed  by Ryder Scott
Company,   L.P.,  an  independent  petroleum  engineering  firm.  The  following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volumes to differ from the reserve  reports  prepared by the General Partner and
reviewed by Ryder Scott.




                                     -F-44-
<PAGE>




                                P-1 Partnership
                                ---------------

                                                  Crude       Natural
                                                   Oil          Gas
                                                (Barrels)      (Mcf)
                                                ---------   -----------

Proved reserves, December 31, 1997               216,666     2,283,493
  Production                                    ( 26,676)   (  321,426)
  Sales of minerals in place                    ( 22,750)   (  140,306)
  Extensions and discoveries                      10,161       112,162
  Revisions of previous estimates               ( 14,628)      130,731
                                                 -------     ---------

Proved reserves, December 31, 1998               162,773     2,064,654
  Production                                    ( 24,737)   (  357,439)
  Revisions of previous estimates                 61,483       149,212
                                                 -------     ---------

Proved reserves, December 31, 1999               199,519     1,856,427
  Production                                    ( 17,814)   (  304,477)
  Sales of minerals in place                    (  4,151)   (    5,865)
  Extensions and discoveries                       3,121         3,831
  Revisions of previous estimates                  8,231       276,149
                                                 -------     ---------

Proved reserves, December 31, 2000               188,906     1,826,065
                                                 =======     =========

PROVED DEVELOPED RESERVES:
      December 31, 1998                          162,773     2,064,654
                                                 =======     =========
      December 31, 1999                          199,519     1,856,427
                                                 =======     =========
      December 31, 2000                          188,906     1,826,065
                                                 =======     =========



                                     -F-45-
<PAGE>





                                P-2 Partnership
                                ---------------

                                                  Crude       Natural
                                                   Oil          Gas
                                                (Barrels)      (Mcf)
                                                ---------   -----------

Proved reserves, December 31, 1997               160,322     2,042,600
  Production                                    ( 18,652)   (  266,232)
  Sales of minerals in place                    ( 15,519)   (  100,039)
  Extensions and discoveries                       8,088       106,181
  Revisions of previous estimates               ( 11,455)       93,581
                                                 -------     ---------

Proved reserves, December 31, 1998               122,784     1,876,091
  Production                                    ( 17,583)   (  289,443)
  Sales of minerals in place                    (    100)   (      848)
  Revisions of previous estimates                 41,706        82,374
                                                 -------     ---------

Proved reserves, December 31, 1999               146,807     1,668,174
  Production                                    ( 12,518)   (  246,666)
  Sales of minerals in place                    (  3,169)   (    4,222)
  Extensions and discoveries                       2,284       104,176
  Revisions of previous estimates                  3,266       118,939
                                                 -------     ---------

Proved reserves, December 31, 2000               136,670     1,640,401
                                                 =======     =========
PROVED DEVELOPED RESERVES:
      December 31, 1998                          122,784     1,876,091
                                                 =======     =========
      December 31, 1999                          146,807     1,668,174
                                                 =======     =========
      December 31, 2000                          136,670     1,640,401
                                                 =======     =========




                                     -F-46-
<PAGE>




                                P-3 Partnership
                                ---------------

                                                Crude        Natural
                                                 Oil           Gas
                                              (Barrels)       (Mcf)
                                              ---------     -----------


Proved reserves, December 31, 1997              297,256      3,838,854
  Production                                  ( 34,533)     (  496,649)
  Sales of minerals in place                  ( 28,675)     (  186,034)
  Extensions and discoveries                    15,045         199,007
  Revisions of previous estimates             ( 21,424)        164,074
                                                -------      ---------

Proved reserves, December 31, 1998             227,669       3,519,252
  Production                                  ( 32,552)     (  543,312)
  Sales of minerals in place                  (    198)     (    1,664)
  Revisions of previous estimates               77,079         160,004
                                                -------      ---------

Proved reserves, December 31, 1999             271,998       3,134,280
  Production                                  ( 23,146)     (  460,861)
  Sales of minerals in place                  (  5,880)     (    7,817)
  Extensions and discoveries                     4,222         196,141
  Revisions of previous estimates                5,681         219,002
                                                -------      ---------

Proved reserves, December 31, 2000             252,875       3,080,745
                                               =======       =========
PROVED DEVELOPED RESERVES:
      December 31, 1998                        227,669       3,519,252
                                               =======       =========
      December 31, 1999                        271,998       3,134,280
                                               =======       =========
      December 31, 2000                        252,875       3,080,745
                                               =======       =========




                                     -F-47-
<PAGE>




                                P-4 Partnership
                                ---------------

                                                  Crude       Natural
                                                   Oil          Gas
                                                (Barrels)      (Mcf)
                                                ---------   -----------

Proved reserves, December 31, 1997                55,834     2,659,848
  Production                                     (16,783)   (  370,975)
  Sales of minerals in place                     (    93)   (   20,206)
  Extensions and discoveries                       5,038       119,211
  Revisions of previous estimates                  2,412        48,487
                                                  ------     ---------

Proved reserves, December 31, 1998                46,408     2,436,365
  Production                                     (17,505)   (  338,882)
  Revisions of previous estimates                 31,120        10,747
                                                  ------     ---------

Proved reserves, December 31, 1999                60,023     2,108,230
  Production                                     (23,482)   (  339,221)
  Sales of minerals in place                     ( 1,502)   (      812)
  Extensions and discoveries                       1,595       245,352
  Revisions of previous estimates                 28,065       387,260
                                                  ------     ---------

Proved reserves, December 31, 2000                64,699     2,400,809
                                                  ======     =========

PROVED DEVELOPED RESERVES:
      December 31, 1998                           43,638     2,377,892
                                                  ======     =========
      December 31, 1999                           57,546     2,079,090
                                                  ======     =========
      December 31, 2000                           64,699     2,400,809
                                                  ======     =========



                                     -F-48-
<PAGE>



                                P-5 Partnership
                                ---------------

                                                  Crude       Natural
                                                   Oil          Gas
                                                (Barrels)      (Mcf)
                                                ---------   -----------

Proved reserves, December 31, 1997                51,228     3,029,466
  Production                                     ( 6,315)   (  552,109)
  Sales of minerals in place                     ( 4,850)   (  225,944)
  Extensions and discoveries                         232       226,515
  Revisions of previous estimates                ( 7,152)   (  151,902)
                                                  ------     ---------

Proved reserves, December 31, 1998                33,143     2,326,026
  Production                                     ( 6,858)   (  464,917)
  Revisions of previous estimates                 13,488       474,570
                                                  ------     ---------

Proved reserves, December 31, 1999                39,773     2,335,679
  Production                                     ( 5,827)   (  495,141)
  Sales of minerals in place                     (   416)   (       68)
  Revisions of previous estimates                (   118)      545,474
                                                  ------     ---------

Proved reserves, December 31, 2000                33,412     2,385,944
                                                  ======     =========
PROVED DEVELOPED RESERVES:
  December 31, 1998                               33,143     2,326,026
                                                  ======     =========
  December 31, 1999                               39,773     2,335,679
                                                  ======     =========
  December 31, 2000                               33,412     2,385,944
                                                  ======     =========



                                     -F-49-
<PAGE>



                                P-6 Partnership
                                ---------------

                                                  Crude        Natural
                                                   Oil           Gas
                                                (Barrels)       (Mcf)
                                                ---------    -----------

Proved reserves, December 31, 1997               123,737     4,963,503
  Production                                    ( 19,139)   (  948,078)
  Sales of minerals in place                    (  3,749)   (   87,565)
  Extensions and discoveries                         251       244,230
  Revisions of previous estimates               (  4,665)   (  100,354)
                                                 -------     ---------

Proved reserves, December 31, 1998                96,435     4,071,736
  Production                                    ( 17,227)   (  909,561)
  Extensions and discoveries                       5,142        37,719
  Revisions of previous estimates                 18,395       679,868
                                                 -------     ---------

Proved reserves, December 31, 1999               102,745     3,879,762
  Production                                    ( 14,022)   (  809,428)
  Sales of minerals in place                    (    140)  (       23)
  Revisions of previous estimates                 24,521     1,125,151
                                                 -------     ---------

Proved reserves, December 31, 2000               113,104     4,195,462
                                                 =======     =========
PROVED DEVELOPED RESERVES:
  December 31, 1998                               96,435     4,071,736
                                                 =======     =========
  December 31, 1999                              102,745     3,879,762
                                                 =======     =========
  December 31, 2000                              113,104     4,195,462
                                                 =======     =========




                                     -F-50-
<PAGE>




      Standardized Measure of Discounted Future Net Cash Flows of Proved Oil and
Gas Reserves - Unaudited

      The following  tables set forth the estimated  future net cash flows as of
December 31, 2000 relating to the Partnerships' proved reserves  attributable to
the  Partnerships'  Net Profits  Interests based on the standardized  measure as
prescribed in SFAS No. 69:

                                             Partnership
                           ------------------------------------------------
                               P-1               P-2              P-3
                           -------------     -------------    -------------

Future cash inflows         $15,802,826       $13,531,698      $25,330,475
Future production and
   development costs       (  2,610,650)     (  2,335,786)    (  4,394,422)
                             ----------        ----------       ----------

Future net cash flows       $13,192,176       $11,195,912      $20,936,053

10% discount to
   reflect timing
   of cash flows           (  5,251,447)     (  4,601,019)    (  8,614,501)
                             ----------        ----------       ----------

Standardized measure
   of discounted future
   net cash flows           $ 7,940,729       $ 6,594,893      $12,321,552
                             ==========        ==========       ==========


                                             Partnership
                           ------------------------------------------------
                               P-4               P-5              P-6
                           -------------     -------------    -------------

Future cash inflows         $16,598,810       $14,842,972      $27,068,812
Future production and
   development costs       (  2,843,349)     (  3,008,056)    (  6,578,295)
                             ----------        ----------       ----------

Future net cash flows       $13,755,461       $11,834,916      $20,490,517

10% discount to
   reflect timing
   of cash flows           (  4,591,841)     (  3,979,082)    (  6,943,100)
                             ----------        ---------        ----------

Standardized measure
   of discounted future
   net cash flows           $ 9,163,620       $ 7,855,834      $13,547,417
                             ==========        ==========       ==========






The process of estimating oil and gas reserves is complex, requiring significant
subjective decisions in the evaluation of available geological, engineering, and
economic  data for each  reservoir.  The data for a given  reservoir  may change
substantially  over  time  as  a  result  of,  among  other  things,  additional
development  activity,  production  history,  and viability of production  under
varying  economic  conditions;  consequently,  it is  reasonably  possible  that
material  revisions to existing reserve  estimates may occur in the near future.
Although  every  reasonable  effort  has been  made to ensure  that the  reserve
estimates reported herein represent the most accurate assessment  possible,  the
significance  of the  subjective  decisions  required and variances in available
data for various  reservoirs  make these  estimates  generally less precise than
other estimates  presented in connection with financial  statement  disclosures.
The  Partnerships'  reserves were  determined at December 31, 2000 using oil and
gas prices of approximately $27.52 per barrel and $6.03 per Mcf, respectively.



                                     -F-51-
<PAGE>




5.    QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2000 and 1999 are as
follows:

                                 P-1 Partnership
                                 ---------------

                                               2000
                  --------------------------------------------------------------
                    First            Second             Third            Fourth
                   Quarter           Quarter           Quarter           Quarter
                  --------         ---------         ---------         ---------

Total Revenues    $298,951          $302,003          $338,840          $379,496
Gross Profit(1)    257,503           269,255           306,675           357,961
Net Income         218,870           239,236           275,379           328,136
Limited Partners'
   Net Income
   Per Unit           1.79              1.97              2.27              2.71


                                               1999
                   -------------------------------------------------------------
                    First            Second             Third            Fourth
                   Quarter           Quarter           Quarter           Quarter
                  --------         ---------         ---------         ---------

Total Revenues    $159,245          $199,051          $230,860          $218,720
Gross Profit(1)     92,249           148,730           187,450           208,121
Net Income          54,088           118,371           157,549           179,055
Limited Partners'
   Net Income
   Per Unit            .40               .94              1.28              1.48
-----------------------------
(1) Total revenues less depletion of Net Profits Interests.



                                     -F-52-
<PAGE>



                                 P-2 Partnership
                                 ---------------

                                               2000
                   -------------------------------------------------------------
                    First            Second             Third            Fourth
                   Quarter           Quarter           Quarter           Quarter
                  --------         ---------         ---------         ---------

Total Revenues    $195,169          $255,568          $268,319          $303,794
Gross Profit(1)    161,589           228,596           241,287           288,224
Net Income         129,404           203,432           215,068           263,251
Limited Partners'
   Net Income
   Per Unit           1.26              2.01              2.12              2.62


                                              1999
                   -------------------------------------------------------------
                    First            Second             Third            Fourth
                   Quarter           Quarter           Quarter           Quarter
                  --------         ---------         ---------         ---------

Total Revenues    $121,606          $162,815          $174,583          $164,127
Gross Profit(1)     67,421           121,448           138,771           143,289
Net Income          35,560            96,180           113,839           119,015
Limited Partners'
   Net Income
   Per Unit            .35              1.00              1.18              1.17
---------------------------
(1) Total revenues less depletion of Net Profits Interests.



                                     -F-53-
<PAGE>



                                 P-3 Partnership
                                 ---------------

                                              2000
                   -------------------------------------------------------------
                    First            Second             Third            Fourth
                   Quarter           Quarter           Quarter           Quarter
                  --------         ---------         ---------         ---------

Total Revenues    $350,998          $484,828          $500,065          $566,989
Gross Profit(1)    288,792           434,805           449,884           537,579
Net Income         228,180           388,174           401,370           491,170
Limited Partners'
   Net Income
   Per Unit           1.26              2.04              2.11              2.59


                                                1999
                   -------------------------------------------------------------
                    First            Second             Third            Fourth
                   Quarter           Quarter           Quarter           Quarter
                   -------         ---------         ---------         ---------

Total Revenues    $225,683          $308,323          $324,205          $305,951
Gross Profit(1)    124,911           230,146           257,427           267,840
Net Income          65,033           182,603           210,489           222,409
Limited Partners'
   Net Income          .34              1.04              1.16              1.21
   Per Unit
------------------------------
(1) Total revenues less depletion of Net Profits Interests.



                                     -F-54-
<PAGE>



                                 P-4 Partnership
                                 ---------------

                                              2000
                   -------------------------------------------------------------
                    First            Second             Third            Fourth
                   Quarter           Quarter           Quarter           Quarter
                  --------         ---------         ---------         ---------

Total Revenues    $217,101          $330,707          $434,098          $631,986
Gross Profit(1)    172,023           285,668           384,892           639,421
Net Income         126,901           250,729           348,589           604,673
Limited Partners'
   Net Income
   Per Unit            .87              1.76              2.45              4.32


                                              1999
                   -------------------------------------------------------------
                    First            Second             Third            Fourth
                   Quarter           Quarter           Quarter           Quarter
                  --------         ---------         ---------         ---------

Total Revenues    $130,329          $202,578          $216,822          $202,518
Gross Profit(1)     70,443           148,209           166,194           167,421
Net Income          25,862           113,181           131,236           133,593
Limited Partners'
   Net Income
   Per Unit            .18               .83               .97               .93
---------------------------------
(1) Total revenues less depletion of Net Profits Interests.



                                     -F-55-
<PAGE>



                                 P-5 Partnership
                                 ---------------

                                              2000
                    ------------------------------------------------------------
                    First            Second             Third            Fourth
                   Quarter           Quarter           Quarter           Quarter
                  --------         ---------         ---------         ---------

Total Revenues    $241,103          $350,038          $408,086          $503,247
Gross Profit(1)    201,787           316,654           368,181           504,452
Net Income         159,445           283,836           334,080           471,808
Limited Partners'
   Net Income
   Per Unit           1.27              2.27              2.67              3.79


                                                1999
                   -------------------------------------------------------------
                    First            Second             Third            Fourth
                   Quarter           Quarter           Quarter           Quarter
                  --------         ---------         ---------         ---------

Total Revenues    $145,799          $200,659          $231,901          $284,172
Gross Profit(1)     92,382           149,085           182,444           268,886
Net Income          50,529           116,013           149,667           237,162
Limited Partners'
   Net Income          .39               .91              1.19              1.89
   Per Unit
------------------------------
(1) Total revenues less depletion of Net Profits Interests.



                                     -F-56-
<PAGE>



                                 P-6 Partnership
                                 ---------------

                                             2000
                    ------------------------------------------------------------
                    First            Second             Third            Fourth
                   Quarter           Quarter           Quarter           Quarter
                   -------         ---------         ---------         ---------

Total Revenues    $458,773          $537,393          $727,989          $791,303
Gross Profit(1)    378,815           473,142           648,848           680,456
Net Income         327,706           433,689           607,810           641,114
Limited Partners'
   Net Income
   Per Unit           2.16              2.86              4.02              4.23


                                               1999
                    ------------------------------------------------------------
                    First            Second             Third            Fourth
                   Quarter           Quarter           Quarter           Quarter
                   -------         ---------         ---------         ---------

Total Revenues    $209,931          $350,183          $442,607          $347,645
Gross Profit(1)    106,862           249,057           340,753           323,523
Net Income          56,362           208,766           301,175           285,188
Limited Partners'
   Net Income          .35              1.36              1.97              1.89
   Per Unit
------------------------------
(1) Total revenues less depletion of Net Profits Interests.





                                     -F-57-
<PAGE>




                               INDEX TO EXHIBITS
                               -----------------



Number      Description
------      -----------

4.1         The  Certificate  and  Agreements  of  Limited  Partnership  for the
            following  Partnerships  have been previously  filed with the SEC as
            Exhibit 2.1 to Form 8-A filed by each Partnership on the dates shown
            below and are hereby incorporated by reference.

                  Partnership       Filing Date             File No.
                  -----------       -----------------       --------

                      P-1           June 5, 1989            0-17800
                      P-2           June 5, 1989            0-17800
                      P-3           February 20, 1990       0-18306
                      P-4           February 20, 1990       0-18306
                      P-5           November 13, 1990       0-18637
                      P-6           November 30, 1990       0-18937


4.2         The  Agreements of  Partnership  for the following NPI  Partnerships
            have been  previously  filed with the SEC as Exhibit  2.2 to Form 8A
            filed by the related  Partnerships  on the dates shown below and are
            hereby incorporated by reference.

                                             Form 8-A
                        Partnership         Filing Date
                        -----------       -----------------

                            P-1           June 5, 1989
                            P-2           June 5, 1989
                            P-3           February 20, 1990
                            P-4           February 20, 1990
                            P-5           June 11, 1990
                            P-6           December 10, 1990

4.3         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income P-1 Limited Partnership,  filed
            as  Exhibit  4.1 to  Registrants'  Current  Report on Form 8-K dated
            August 2, 1993 filed  with the SEC on August 10,  1993 and is hereby
            incorporated by reference.

4.4         Second  Amendment to Agreement of  Limited  Partnership  of  Geodyne
            Institutional/Pension  Energy Income P-2 Limited Partnership,  filed
            as Exhibit 4.2 to Registrants' Current  Report  on  Form  8-K  dated
            August 2, 1993 filed  with the SEC on August 10, 1993  and is hereby
            incorporated by reference.


                                     -F-58-
<PAGE>


4.5         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income Limited  Partnership P-3, filed
            as  Exhibit  4.3 to  Registrants'  Current  Report on Form 8-K dated
            August 2, 1993 filed  with the SEC on August 10,  1993 and is hereby
            incorporated by reference.

4.6         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income Limited  Partnership P-4, filed
            as  Exhibit  4.4 to  Registrants'  Current  Report on Form 8-K dated
            August 2, 1993 filed  with the SEC on August 10,  1993 and is hereby
            incorporated by reference.

4.7         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income Limited  Partnership P-5, filed
            as  Exhibit  4.5 to  Registrants'  Current  Report on Form 8-K dated
            August 2, 1993 filed  with the SEC on August 10,  1993 and is hereby
            incorporated by reference.

4.8         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income Limited  Partnership P-6, filed
            as  Exhibit  4.6 to  Registrants'  Current  Report on Form 8-K dated
            August 2, 1993 filed  with the SEC on August 10,  1993 and is hereby
            incorporated by reference.

4.9         Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income P-1 Limited Partnership,  filed
            as Exhibit 4.10 to  Registrant's  Annual Report on Form 10-K for the
            year ended December 31, 1995 filed with the SEC on April 1, 1996 and
            is hereby incorporated by reference.

4.10        Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income P-2 Limited Partnership,  filed
            as Exhibit 4.11 to  Registrant's  Annual Report on Form 10-K for the
            year ended December 31, 1995 filed with the SEC on April 1, 1996 and
            is hereby incorporated by reference.

4.11        Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income Limited  Partnership P-3, filed
            as Exhibit 4.12 to  Registrant's  Annual Report on Form 10-K for the
            year ended December 31, 1995 filed with the SEC on April 1, 1996 and
            is hereby incorporated by reference.

4.12        Third  Amendment to  Agreement  of  Limited   Partnership of Geodyne
            Institutional/Pension  Energy Income Limited Partnership

                                     -F-59-
<PAGE>



            P-4,  filed   as  Exhibit  4.13  to   Registrant's   Annual   Report
            on Form 10-K for the year ended December 31, 1995 filed with the SEC
            on April 1, 1996 and is hereby incorporated by reference.

4.13        Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income Limited  Partnership P-5, filed
            as Exhibit 4.14 to  Registrant's  Annual Report on Form 10-K for the
            year ended December 31, 1995 filed with the SEC on April 1, 1996 and
            is hereby incorporated by reference.

4.14        Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income Limited  Partnership P-6, filed
            as Exhibit 4.15 to  Registrant's  Annual Report on Form 10-K for the
            year ended December 31, 1995 filed with the SEC on April 1, 1996 and
            is hereby incorporated by reference.

*23.1       Consent of Ryder Scott Company, Petroleum Engineers  for the Geodyne
            Institutional/Pension  Energy Income P-1 Limited Partnership.

*23.2       Consent of Ryder Scott Company, L.P.for  the Geodyne  Institutional/
            Pension  Energy Income P-2 Limited Partnership.

*23.3       Consent of Ryder Scott Company, L.P.for  the Geodyne  Institutional/
            Pension  Energy  Income  Limited Partnership P-3.

*23.4       Consent of Ryder Scott Company, L.P.for  the Geodyne  Institutional/
            Pension  Energy  Income  Limited Partner-ship P-4.

*23.5       Consent of Ryder Scott Company, L.P.for  the Geodyne  Institutional/
            Pension  Energy  Income  Limited Partnership P-5.

*23.6       Consent of Ryder Scott Company, L.P.for  the Geodyne  Institutional/
            Pension  Energy  Income  Limited Partnership P-6.


            All other Exhibits are omitted as inapplicable.

            ----------
            * Filed herewith.

                                      -60-
<PAGE>