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, 1999

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.........................................22
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......22

PART II.....................................................................22
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......22
      ITEM 6.     SELECTED FINANCIAL DATA...................................25
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................32
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK........................................ 50
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............50
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................50

PART III....................................................................50
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...50
      ITEM 11.    EXECUTIVE COMPENSATION....................................52
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................59
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............61

PART IV.....................................................................63
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................63
    SIGNATURES..............................................................68





                                      -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, 1999,
Samson owned interests in  approximately  14,000 oil and gas wells located in 17
states of the United States and the countries of Canada,  Venezuela, and Russia.
At December  31, 1999,  Samson  operated  approximately  3,400 oil and gas wells
located in 15 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.
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 the
other Samson Companies.  As of February 15, 2000, Samson employed  approximately
920 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  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. The ability of the Partnerships to produce and market
oil and gas  profitably  depends  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),
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.

      The most important  variable  affecting the Partnerships'  revenues is the
prices  received for the sale of oil and gas.  Predicting  future  prices is not
possible.  Concerning  past trends,  average  yearly  wellhead gas prices in the
United States have been volatile for many years. Over the past ten years such



                                      -6-
<PAGE>



average  prices  have  generally  been in the $1.40 to $2.40 per Mcf range.  Gas
prices are currently in 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
$2.03 per Mcf at December  31, 1998 to  approximately  $2.24 per Mcf at December
31, 1999. 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 two  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
have  caused  recent  oil  prices  to climb to over  $24.00  per  barrel in some
markets.  It is not known  whether  this  trend  will  continue.  Prices for the
Partnerships' oil increased from approximately  $9.50 per barrel at December 31,
1998 to approximately $22.75 per barrel at December 31, 1999.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 1999.  Management is unable to predict  whether
future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease.


      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, 1999:




                                      -7-
<PAGE>




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

       P-1           El Paso Energy Marketing
                       Company ("El Paso")                       24.4%
                     Chevron U.S.A., Inc.
                       ("Chevron")                               12.0%


       P-2           El Paso                                     23.6%
                     Chevron                                     10.3%
                     Texaco Exploration and
                       Production, Inc. ("Texaco")               10.1%


       P-3           El Paso                                     23.4%
                     Texaco                                      10.1%
                     Chevron                                     10.1%


       P-4           El Paso                                     28.7%
                     Valero Industrial Gas LP                    25.4%
                     Phibro Energy, Inc.                         21.3%


       P-5           El Paso                                     77.8%

       P-6           El Paso                                     36.6%
                     HPL Resources Company                       15.4%
                     Tejas Gas Marketing
                       Company                                   13.0%

      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 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.




                                      -8-
<PAGE>



      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
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



                                      -9-
<PAGE>



and  results  of  operations  in that it could  negatively  impact the cash flow
received from the Net Profits Interests.


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, 1999.

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

                   P-1            953          758        195
                   P-2            996          781        215
                   P-3            996          749        247
                   P-4            190          100         90
                   P-5             74           23         51
                   P-6            119           34         85

---------------
(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  1999  the  P-1,   P-2,  P-3,  and  P-4   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      Joe No. 1-25           Caddo     OK    .00183     Gas   Unknown
         Daberry No. 5-1        Wheeler   TX    Unknown    Gas   In Progress
         Coltharp No. 3-51      Wheeler   TX    .00048     Gas   Producing
         Blankenship No. 2      Wheeler   TX    .01486     Gas   Producing
         Wolfe No. 5            Winkler   TX    .00372     Gas   Producing

P-2      Joe No. 1-25           Caddo     OK    .00199     Gas   Unknown
         Daberry No. 5-1        Wheeler   TX    Unknown    Gas   In Progress
         Coltharp No. 3-51      Wheeler   TX    .00032     Gas   Producing
         Blankenship No. 2      Wheeler   TX    .01014     Gas   Producing
         Wolfe No. 5            Winkler   TX    .00254     Gas   Producing




                                      -10-
<PAGE>



                                                Revenue
P/ship   Well Name              County    St.   Interest   Type  Status
------   ---------              ------   ----   --------   ----  ------
P-3      Joe No. 1-25           Caddo     OK    .00376     Gas   Unknown
         Daberry No. 5-1        Wheeler   TX    Unknown    Gas   In Progress
         Coltharp No. 3-51      Wheeler   TX    .00060     Gas   Producing
         Blankenship No. 2      Wheeler   TX    .01872     Gas   Producing
         Wolfe No. 5            Winkler   TX    .00468     Gas   Producing

P-4      Joe No. 1-25           Caddo     OK    .00333     Gas   Unknown
         BMT No. 13             Webb      TX    .00233     Gas   Producing
         Hachar No. 35          Webb      TX    .00350     Gas   Producing


The P-5 and P-6  Partnerships  did not  participate  in any drilling  activities
during 1999.

      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.





                                      -11-
<PAGE>






                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1999           1998           1997
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        24,737         26,676         32,044
      Gas (Mcf)                        357,439        321,426        357,516

   Oil and gas sales(1):
      Oil                           $  412,946     $  357,439     $  598,856
      Gas                              665,565        585,775        813,010
                                     ---------      ---------      ---------
         Total                      $1,078,511     $  943,214     $1,411,866
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $16.69         $13.40         $18.69
      Per Mcf of gas                      1.86           1.82           2.27
----------
(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 $275,972, $248,295, and $347,761,  respectively, of production expenses
      incurred by the Affiliated Programs.



                                      -12-
<PAGE>




                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1999           1998           1997
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        17,583        18,652          22,873
      Gas (Mcf)                        289,443       266,232         301,132

   Oil and gas sales(1):
      Oil                             $293,110      $249,655      $  428,036
      Gas                              556,043       492,065         697,928
                                      --------      --------       ---------
         Total                        $849,153      $741,720      $1,125,964
                                      ========      ========       =========
   Average sales price:
      Per barrel of oil                 $16.67        $13.38          $18.71
      Per Mcf of gas                      1.92          1.85            2.32
----------
(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 $230,263, $203,535, and $289,470,  respectively, of production expenses
      incurred by the Affiliated Programs.





                                      -13-
<PAGE>





                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1999           1998           1997
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        32,552         34,533         42,259
      Gas (Mcf)                        543,312        496,649        565,052

   Oil and gas sales(1):
      Oil                           $  542,233     $  462,244     $  791,047
      Gas                            1,044,195        919,875      1,312,229
                                     ---------      ---------      ---------
         Total                      $1,586,428     $1,382,119     $2,103,276
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $16.66         $13.39         $18.72
      Per Mcf of gas                      1.92           1.85           2.32
----------
(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 $430,614, $384,655, and $543,301,  respectively, of production expenses
      incurred by the Affiliated Programs.




                                      -14-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1999           1998           1997
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        17,505         16,783         19,686
      Gas (Mcf)                        338,882        370,975        513,815

   Oil and gas sales(1):
      Oil                           $  295,745     $  210,592     $  387,375
      Gas                              746,206        797,041      1,267,510
                                     ---------      ---------      ---------
         Total                      $1,041,951     $1,007,633     $1,654,885
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $16.89         $12.55         $19.68
      Per Mcf of gas                      2.20           2.15           2.47
----------
(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 $295,097, $273,107, and $364,105,  respectively, of production expenses
      incurred by the Affiliated Programs.




                                      -15-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1999           1998           1997
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                         6,858          6,315          7,972
      Gas (Mcf)                        464,917        552,109        516,756

   Oil and gas sales(1):
      Oil                           $  117,808     $   88,408     $  158,471
      Gas                              922,397      1,030,105      1,148,588
                                     ---------      ---------      ---------
         Total                      $1,040,205     $1,118,513     $1,307,059
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $17.18         $14.00         $19.88
      Per Mcf of gas                      1.98           1.87           2.22
----------
(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 $183,763, $291,437, and $306,934,  respectively, of production expenses
      incurred by the Affiliated Programs.





                                      -16-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1999           1998           1997
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        17,227         19,139         18,461
      Gas (Mcf)                        909,561        948,078        984,971

   Oil and gas sales(1):
      Oil                           $  280,628     $  280,141     $  354,536
      Gas                            1,765,886      1,737,876      2,231,611
                                     ---------      ---------      ---------
         Total                      $2,046,514     $2,018,017     $2,586,147
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $16.29         $14.64         $19.20
      Per Mcf of gas                      1.94           1.83           2.27
----------
(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 $705,730, $777,917, and $792,462,  respectively, of production expenses
      incurred by the Affiliated Programs.






                                      -17-
<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, 1999 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,  1999.  Such prices were not
escalated  except in  certain  circumstances  where  escalations  were fixed and
readily  determinable  in accordance with applicable  contract  provisions.  The
relatively  high oil prices at December  31, 1999 have caused the  estimates  of
remaining  economically  recoverable oil reserves as well as the value placed on
said  reserves  to be  higher  than  in the  past  several  years,  particularly
considering the impact of depletion from production over the years. Any decrease
in these  high oil  prices  would  result in a  corresponding  reduction  in the
estimate of  remaining  oil  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, 1999. There can be no assurance that the prices used in calculating
the net present value of the Partnerships'  proved reserves at December 31, 1999
will actually be realized for such production.

      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



                                      -18-
<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, 1999(1)

P-1 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 1,856,427
      Oil and liquids (Bbls)                                      199,519

   Net present value (discounted at 10% per annum)             $3,735,374


P-2 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 1,668,174
      Oil and liquids (Bbls)                                      146,807

   Net present value (discounted at 10% per annum)             $2,980,207


P-3 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 3,134,280
      Oil and liquids (Bbls)                                      271,998

   Net present value (discounted at 10% per annum)             $5,554,525


P-4 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 2,108,230
      Oil and liquids (Bbls)                                       60,023

   Net present value (discounted at 10% per annum)             $3,086,172


P-5 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 2,335,679
      Oil and liquids (Bbls)                                       39,773

   Net present value (discounted at 10% per annum)             $2,787,088



                                      -19-
<PAGE>




P-6 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 3,879,762
      Oil and liquids (Bbls)                                      102,745

   Net present value (discounted at 10% per annum)             $4,976,533

---------

(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 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.




                                      -20-
<PAGE>




                   Significant Properties as of December 31, 1999
                   ----------------------------------------------

                                Wells
                             Operated by
                             Affiliates      Oil        Gas
                   Total     -----------   Reserves    Reserves     Present
Basin              Wells     Number   %     (Bbl)       (Mcf)        Value
-----------        -----     ------  ---   --------    --------     -------
P-1 P/ship:
  Permian          829         3       -    183,099     860,563    $2,594,217
  Anadarko          60        17      23%     3,566     923,863       980,536

P-2 P/ship:
  Permian          829         3       -    125,161     593,981    $1,780,377
  Anadarko          60        17      23%     3,386     736,890       782,006

P-3 P/ship:
  Permian          829         3       -    230,741   1,095,777    $3,282,724
  Anadarko          60        17      23%     6,352   1,370,397     1,454,175
  South. Ok.
   Folded Belt      24        21      81%    16,225     496,680       528,791

P-4 P/ship:
  Gulf Coast        42        11      14%    46,251     999,430    $1,841,827
  Anadarko          52         9      15%     5,136     739,281       803,639

P-5 P/ship:
  Anadarko          31        29      33%     6,693   1,571,507    $1,802,409
  South. Ok.
   Folded Belt      13         -       -     22,065     413,884       587,797
  Permian           29        27      42%    10,694     318,012       314,662

P-6 P/ship:
  Anadarko          31        29      33%     4,014   1,366,765    $1,538,246
  South. Ok.
   Folded Belt      26        13      15%    74,326     331,167     1,207,307
  East Texas         3         2      67%     3,119     926,481       959,476
  Gulf Coast        12         1       8%     3,819     527,067       626,546



      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 other similar interests and
contractual  arrangements  customary in the oil and gas  industry,  to liens for
current taxes not yet due,




                                      -21-
<PAGE>




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 1999.


                                    PART II.

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  2000,  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            818
                P-2             90,094            605
                P-3            169,637          1,383
                P-4            126,306            933
                P-5            118,449          1,020
                P-6            143,041            769


      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. Other than trades facilitated by certain secondary trading firms and
matching services, no organized trading market for Units



                                      -22-
<PAGE>



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

                      1998                          1999                2000
            -------------------------     ------------------------      ----
            1st    2nd    3rd    4th      1st     2nd    3rd   4th      1st
P/ship      Qtr.   Qtr.   Qtr.   Qtr.     Qtr.    Qtr.   Qtr.  Qtr.     Qtr.
------      ----   ----   ----   ----     ----    ----   ----  ----     ----

 P-1        $16    $25    $19    $18      $17     $16    $20   $19      $17
 P-2         16     24     20     19       18      17     20    19       17
 P-3         16     24     20     19       18      17     20    19       17
 P-4          9     17     16     15       14      14     14    13       12
 P-5         11     16     14     12       11      10     13    11       10
 P-6         14     24     22     20       18      17     20    18       15

      In addition to this repurchase  offer,  some of the Partnerships have been
subject to "4.9% tender  offers"  from several  third  parties  since 1997.  The
General  Partner does not know the terms of these offers or the prices  received
by the Limited Partners who accepted these offers.





                                      -23-
<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 1998 and 1998 and the first quarter of 2000:

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

                                  1998
            -------------------------------------------------
              1st            2nd         3rd          4th
   P/ship   Quarter(1)    Quarter(1)  Quarter(1)   Quarter(1)
   ------   ---------     ---------   ---------    ---------
    P-1       $4.52         $2.50       $5.44        $1.13
    P-2        3.95          2.30        4.51         1.02
    P-3        3.90          2.28        4.41         1.01
    P-4        1.75          2.12        1.20         1.12
    P-5        1.74          2.83        2.94         1.53
    P-6        2.49          2.94        2.13         1.73

                                1999                               2000
            ----------------------------------------------        -------
              1st           2nd        3rd           4th            1st
   P/ship   Quarter       Quarter     Quarter      Quarter        Quarter
   ------   -------       -------     -------      -------        -------
    P-1      $0.92         $0.97        $1.05        $1.38         $1.67
    P-2       0.87          0.91         1.07         1.39          1.51
    P-3       0.85          0.90         1.06         1.36          1.51
    P-4       0.69          0.74         0.87         1.24          1.09
    P-5       1.23          0.97         1.06         1.40          1.53
    P-6       2.08          1.35         1.52         2.15          2.34

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

(1)   Amount of cash distribution includes proceeds from the sale of certain Net
      Profits Interests.



                                      -24-
<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."




                                      -25-
<PAGE>


<TABLE>
<CAPTION>




                                                 Selected Financial Data

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

                                   1999            1998            1997          1996           1995
                                ----------      ----------      ----------    ----------     ----------

<S>                             <C>             <C>             <C>           <C>            <C>
Net Profits                     $  802,539      $  694,919      $1,064,105    $1,191,311     $  935,026
Net Income:
   Limited Partners                443,201         760,585         106,676       773,173          6,098
   General Partner                  65,862          60,539          54,016        53,849         33,359
   Total                           509,063         821,124         160,692       827,022         39,457
Limited Partners' Net
   Income per Unit                    4.10            7.04             .99          7.15            .06
Limited Partners' Cash
   Distributions per Unit             4.32           13.59           11.43          9.41           6.99
Total Assets                     1,354,470       1,372,787       2,076,686     3,230,759      3,488,930
Partners' Capital (Deficit)
   Limited Partners              1,431,887       1,455,686       2,164,101     3,293,425      3,537,252
   General Partner             (    77,417)    (    82,899)    (    87,415)  (    62,666)   (    48,322)
Number of Units
   Outstanding                     108,074         108,074         108,074       108,074        108,074

</TABLE>




                                      -26-
<PAGE>


<TABLE>

<CAPTION>


                                          Selected Financial Data

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

                                    1999           1998            1997          1996           1995
                                ----------      ----------      ----------    ----------     ----------

<S>                             <C>             <C>             <C>           <C>            <C>
Net Profits                     $  618,890      $  538,185      $  836,494    $  911,429     $  715,608
Net Income (Loss):
   Limited Partners                333,537         545,193          45,213       551,248    (   182,851)
   General Partner                  31,057          36,137          41,244        40,232         23,562
   Total                           364,594         581,330          86,457       591,480    (   159,289)
Limited Partners' Net
   Income (Loss) per Unit             3.70            6.05             .50          6.12    (      2.03)
Limited Partners' Cash
   Distributions per Unit             4.24           11.78           10.86          8.42           6.04
Total Assets                     1,139,335       1,172,679       1,686,752     2,635,549      2,854,539
Partners' Capital (Deficit)
   Limited Partners              1,195,920       1,243,383       1,759,190     2,692,977      2,900,729
   General Partner             (    56,585)    (    70,704)    (    72,438)  (    57,428)   (    46,190)
Number of Units
   Outstanding                      90,094          90,094          90,094        90,094         90,094


</TABLE>



                                      -27-
<PAGE>



<TABLE>
<CAPTION>


                                          Selected Financial Data

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

                                    1999          1998            1997          1996            1995
                                ----------     ----------      ----------    ----------      ----------


<S>                             <C>             <C>             <C>           <C>            <C>
Net Profits                     $1,155,814      $  997,464      $1,559,975    $1,706,259     $1,327,052
Net Income (Loss):
   Limited Partners                635,523       1,009,546          30,632     1,024,694    (   413,819)
   General Partner                  45,011          66,787          76,414        75,192         42,468
   Total                           680,534       1,076,333         107,046     1,099,886    (   371,351)
Limited Partners' Net
   Income (Loss) per
   Unit                               3.75            5.95             .18          6.04    (      2.44)
Limited Partners' Cash
   Distributions per
   Unit                               4.17           11.60           10.81          8.21           6.21
Total Assets                     2,131,160       2,183,351       3,136,542     4,968,083      5,355,843
Partners' Capital
   (Deficit)
   Limited Partners              2,244,869       2,316,346       3,273,800     5,075,168      5,442,474
   General Partner             (   113,709)    (   132,995)    (   137,258)     (107,085)   (    86,631)
Number of Units
   Outstanding                     169,637         169,637         169,637       169,637        169,637

</TABLE>




                                      -28-
<PAGE>

<TABLE>
<CAPTION>




                                          Selected Financial Data

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

                                    1999          1998            1997          1996            1995
                                ----------      ----------      ----------    ----------     ----------

<S>                             <C>             <C>             <C>           <C>            <C>
Net Profits                     $  746,854      $  734,526      $1,290,780    $1,373,635     $1,251,153
Net Income (Loss):
   Limited Partners                367,583         357,206          52,241       584,825    (   496,777)
   General Partner                  36,289          27,697          49,097        52,931         40,039
   Total                           403,872         384,903         101,338       637,756    (   456,738)
Limited Partners' Net
   Income (Loss) per Unit             2.91            2.83             .41          4.63           3.93)
Limited Partners' Cash
   Distributions per Unit             3.54            6.19           11.84          9.62           8.36
Total Assets                     1,337,559       1,403,444       1,827,292     3,283,477      3,940,479
Partners' Capital (Deficit)
   Limited Partners              1,417,880       1,497,297       1,922,091     3,364,850      3,995,025
   General Partner             (    80,321)   (    93,853)     (    94,799)  (    81,373)   (    54,546)
Number of Units
   Outstanding                     126,306         126,306         126,306       126,306        126,306


</TABLE>



                                      -29-
<PAGE>

<TABLE>
<CAPTION>




                                          Selected Financial Data

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

                                    1999           1998            1997          1996            1995
                                ----------      ----------      ----------    ----------      ----------


<S>                             <C>             <C>             <C>           <C>            <C>
Net Profits                     $  856,442      $  827,076      $1,000,125    $1,112,631     $  938,957
Net Income (Loss):
   Limited Partners                519,222         710,547     (   355,086)      593,334     (  201,341)
   General Partner                  34,149          48,790          34,199        46,364         30,697
   Total                           553,371         759,337     (   320,887)      639,698     (  170,644)
Limited Partners' Net
   Income (Loss) per Unit             4.38            6.00     (      3.00)         5.01     (     1.70)
Limited Partners' Cash
   Distributions per Unit             4.66            9.04            8.45          6.87           5.79
Total Assets                     1,235,321       1,257,489       1,621,507     2,993,188      3,225,517
Partners' Capital (Deficit)
   Limited Partners              1,303,959       1,336,737       1,696,190     3,053,276      3,273,942
   General Partner             (    68,638)     (   79,248)     (   74,683)      (60,088)    (   48,425)
Number of Units
   Outstanding                     118,449         118,449         118,449       118,449        118,449

</TABLE>




                                      -30-
<PAGE>

<TABLE>
<CAPTION>




                                          Selected Financial Data

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

                                    1999           1998            1997          1996            1995
                                ----------      ----------      ----------    ----------      ----------


<S>                             <C>             <C>             <C>           <C>            <C>
Net Profits                     $1,340,784      $1,240,100      $1,793,685    $2,002,957     $1,284,185
Net Income (Loss):
   Limited Partners                796,190         739,792          97,934       996,385    (   907,347)
   General Partner                  55,301          56,121          67,889        84,925         36,393
   Total                           851,491         795,913         165,823     1,081,310    (   870,954)
Limited Partners' Net
   Income (Loss) per Unit             5.57            5.17             .68          6.97    (      6.34)
Limited Partners' Cash
   Distributions per Unit             7.10            9.29           11.62         10.07           5.73
Total Assets                     2,314,214       2,511,782       3,112,118     4,714,677      5,170,032
Partners' Capital (Deficit)
   Limited Partners              2,400,614       2,618,424       3,208,632     4,773,698      5,217,313
   General Partner             (    86,400)     (  106,642)     (   96,514)  (    59,021)   (    47,281)
Number of Units
   Outstanding                     143,041         143,041         143,041       143,041        143,041

</TABLE>



                                      -31-
<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.  The most important  variable
affecting the Partnerships'  revenues is the prices received for the sale of oil
and gas.  Predicting  future  prices is not  possible.  Concerning  past trends,
average  yearly  wellhead gas prices in the United States have been volatile for
many years.  Over the past ten years such average  prices have generally been in
the $1.40 to $2.40 per Mcf range.  Gas prices are  currently in 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




                                      -32-
<PAGE>




by pipelines. Spot prices for the Partnerships' gas increased from approximately
$2.03 per Mcf at December  31, 1998 to  approximately  $2.24 per Mcf at December
31, 1999. 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 two  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
have  caused  recent  oil  prices  to climb to over  $24.00  per  barrel in some
markets.  It is not known  whether  this  trend  will  continue.  Prices for the
Partnerships' oil increased from approximately  $9.50 per barrel at December 31,
1998 to approximately $22.75 per barrel at December 31, 1999.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 1999.  Management is unable to predict  whether
future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease.

      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 purchasers of the production, (iv) ownership



                                      -33-
<PAGE>



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  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, 1999 as compared to the year ended
December  31, 1998 and for the year ended  December  31, 1998 as compared to the
year ended December 31, 1997.


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

                     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.




                                      -34-
<PAGE>




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

      Cumulative cash distributions to the Limited Partners through December 31,
1999 were $11,949,558 or 110.57% of the Limited Partners' capital contributions.


                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                    --------------------------------------

      Total Net Profits decreased  $369,186 (34.7%) in 1998 as compared to 1997.
Of this decrease, approximately $100,000 and $82,000, respectively, were related
to  decreases  in volumes  of oil and gas sold and  approximately  $141,000  and
$145,000,  respectively,  were related to decreases in the average prices of oil
and gas sold. The decrease in Net Profits related to decreased oil and gas sales
was partially offset by an approximate  $99,000 decrease in production  expenses
incurred  by the owners of the  Working  Interests.  Volumes of oil and gas sold
decreased  5,368  barrels and 36,090 Mcf,  respectively,  in 1998 as compared to
1997.  The decreases in volumes of oil and gas sold resulted  primarily from the
sale of several wells during 1997 and 1998. The decrease in production  expenses
resulted  primarily from (i) a decrease in lease operating  expenses  associated
with the  decreases  in  volumes  of oil and gas sold  and  (ii) a  decrease  in
production taxes associated with the decrease in oil and gas sales.  Average oil
and gas prices  decreased to $13.40 per barrel and $1.82 per Mcf,  respectively,
in 1998 from $18.69 per barrel and $2.27 per Mcf, respectively, in 1997.




                                      -35-
<PAGE>




      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-1
Partnership sold certain Net Profits Interests during 1998 and recognized a gain
of $476,752 on such sales.  Sales of Net Profits  Interests during 1997 resulted
in the P-1 Partnership recognizing similar gains totaling $380,408.

      Depletion of Net Profits  Interests  decreased  $28,620 (10.9%) in 1998 as
compared to 1997. This decrease resulted primarily from the decreases in volumes
of oil and gas sold. As a percentage of Net Profits,  this expense  increased to
33.8% in 1998 from 24.8% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.

      The P-1  Partnership  recognized  a non-cash  charge  against  earnings of
$902,042 in the first quarter of 1997.  Of this amount,  $113,945 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-1  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $788,097 was related to the writing-off of Net Profits Interests in
unproved  properties.  The  unproved  properties  were  written off based on the
General  Partner's   determination  that  it  was  unlikely  that  the  unproved
properties  would be  developed  due to low oil and gas prices  and  Partnership
Agreement  provisions  which limit the P-1  Partnership's  level of  permissible
indirect drilling activity through its Affiliated  Programs.  No similar charges
were necessary during 1998.

      General and  administrative  expenses  decreased  $1,998 (1.5%) in 1998 as
compared to 1997. As a percentage of Net Profits,  these  expenses  increased to
18.3% in 1998 from 12.1% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.

      The P-1  Partnership  achieved  payout  during the third  quarter of 1998.
After payout, operations and revenues for the P-1 Partnership have been and will
be  allocated   using  the  after  payout   percentages   included  in  the  P-1
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.






                                      -36-
<PAGE>



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

                     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 have been and will
be  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



                                      -37-
<PAGE>



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.

      Cumulative cash distributions to the Limited Partners through December 31,
1999 were $9,104,561 or 101.06% of the Limited Partners' capital contributions.


                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                    --------------------------------------

      Total Net Profits decreased  $298,309 (35.7%) in 1998 as compared to 1997.
Of this decrease,  approximately $79,000 and $81,000, respectively, were related
to  decreases  in  volumes  of oil and gas sold and  approximately  $99,000  and
$125,000,  respectively,  were related to decreases in the average prices of oil
and gas sold. The decrease in Net Profits related to decreased oil and gas sales
was partially offset by an approximate  $86,000 decrease in production  expenses
incurred  by the owners of the  Working  Interests.  Volumes of oil and gas sold
decreased  4,221  barrels and 34,900 Mcf,  respectively,  in 1998 as compared to
1997.  The decreases in volumes of oil and gas sold resulted  primarily from the
sale of several wells during 1997 and 1998. The decrease in production  expenses
resulted  primarily from (i) a decrease in lease operating  expenses  associated
with the  decreases  in  volumes  of oil and gas sold  and  (ii) a  decrease  in
production taxes associated with the decrease in oil and gas sales.  Average oil
and gas prices  decreased to $13.38 per barrel and $1.85 per Mcf,  respectively,
in 1998 from $18.71 per barrel and $2.32 per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-2
Partnership sold certain Net Profits Interests during 1998 and recognized a gain
of $328,122 on such sales.  Sales of Net Profits  Interests during 1997 resulted
in the P-2 Partnership recognizing similar gains totaling $284,247.

      Depletion of Net Profits  Interests  decreased  $19,889  (9.6%) in 1998 as
compared to 1997.  As a  percentage  of Net Profits,  this expense  increased to
34.8% in 1998 from 24.8% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.

      The P-2  Partnership  recognized  a non-cash  charge  against  earnings of
$727,893 in 1997. Of this amount, $113,005 was related to the decline in oil and
gas prices used to determine  future cash flows from the P-2  Partnership's  Net
Profits  Interests in proved oil and gas reserves at March 31, 1997 and $614,888
was related to the writing-off of Net Profits Interests in unproved  properties.
These  unproved  properties  were  written  off based on the  General  Partner's
determination that it was



                                      -38-
<PAGE>



unlikely that the unproved  properties would be developed due to low oil and gas
prices and Partnership  Agreement  provisions which limit the P-2  Partnership's
level of permissible indirect drilling activity through its Affiliated Programs.
No similar charges were necessary during 1998.

      General and  administrative  expenses  decreased  $1,480 (1.4%) in 1998 as
compared to 1997. As a percentage of Net Profits,  these  expenses  increased to
19.7% in 1998 from 12.9% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.



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

                     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.



                                      -39-
<PAGE>




      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.

      Cumulative cash distributions to the Limited Partners through December 31,
1999 were $16,466,401 or 97.07% of the Limited Partners' capital contributions.


                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                    --------------------------------------

      Total Net Profits decreased  $562,511 (36.1%) in 1998 as compared to 1997.
Of this  decrease,  approximately  $145,000  and  $159,000,  respectively,  were
related to decreases in volumes of oil and gas sold and  approximately  $184,000
and $234,000,  respectively,  were related to decreases in the average prices of
oil and gas sold.  The decrease in Net Profits  related to decreased oil and gas
sales was partially  offset by an  approximate  $159,000  decrease in production
expenses incurred by the owners of the Working Interests. Volumes of oil and gas
sold decreased 7,726 barrels and 68,403 Mcf,  respectively,  in 1998 as compared
to 1997.  The decreases in volumes of oil and gas sold resulted  primarily  from
the sale of several  wells  during 1997 and 1998.  The  decrease  in  production
expenses  resulted  primarily  from (i) a decrease in lease  operating  expenses
associated with the decreases in volumes of oil and gas sold and (ii) a decrease
in production taxes  associated with the decrease in oil and gas sales.  Average
oil  and  gas  prices  decreased  to  $13.39  per  barrel  and  $1.85  per  Mcf,
respectively, in 1998 from $18.72 per barrel and $2.32 per Mcf, respectively, in
1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-3
Partnership sold certain Net Profits Interests during 1998 and recognized a gain
of $606,887 on such sales.  Sales of Net Profits  Interests during 1997 resulted
in the P-3 Partnership recognizing similar gains totaling $532,904.

      Depletion of Net Profits  Interests  decreased  $41,240 (10.7%) in 1998 as
compared to 1997. This decrease resulted  primarily from the decrease in volumes
of oil and gas sold. As a percentage of Net Profits,  this expense  increased to
34.6% in 1998 from 24.7% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.

      The P-3  Partnership  recognized  a non-cash  charge  against  earnings of
$1,413,917 in the first quarter of 1997. Of this amount, $220,449 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-3  Partnership's Net Profits Interests in proved oil and gas reserves at March
31,



                                      -40-
<PAGE>



1997 and $1,193,468 was related to the  writing-off of Net Profits  Interests in
unproved  properties.  The  unproved  properties  were  written off based on the
General  Partner's   determination  that  it  was  unlikely  that  the  unproved
properties  would be  developed  due to low oil and gas prices  and  Partnership
Agreement  provisions  which limit the P-3  Partnership's  level of  permissible
indirect drilling activity through its Affiliated  Programs.  No similar charges
were necessary during 1998.

      General and  administrative  expenses  decreased  $2,629 (1.3%) in 1998 as
compared to 1997. As a percentage of Net Profits,  these  expenses  increased to
20.0% in 1998 from 13.0% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.


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

                     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 $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




                                      -41-
<PAGE>




P-4  Partnership  have  been  and  will be  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.

      Cumulative cash distributions to the Limited Partners through December 31,
1999 were $12,634,945 or 100.03% of the Limited Partners' capital contributions.

                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                    --------------------------------------

      Total Net Profits decreased  $556,254 (43.1%) in 1998 as compared to 1997.
Of this  decrease,  approximately  $120,000  and  $118,000,  respectively,  were
related to decreases in the average prices of oil and gas sold and approximately
$57,000 and $352,000,  respectively, were related to decreases in volumes of oil
and gas sold. The decrease in Net Profits related to decreased oil and gas sales
was partially offset by an approximate  $91,000 decrease in production  expenses
incurred  by the owners of the  Working  Interests.  Volumes of oil and gas sold
decreased  2,903 barrels and 142,840 Mcf,  respectively,  in 1998 as compared to
1997.  The  decrease  in  volumes of oil sold  resulted  primarily  from  normal
declines in production.  The decrease in volumes of gas sold resulted  primarily
from (i) normal  declines in  production  and (ii) the sale of several  wells in
1997 and 1998. The decrease in production expenses resulted primarily from (i) a
decrease in lease operating expenses associated with the decreases in volumes of
oil and gas sold and (ii) a decrease in  production  taxes  associated  with the
decrease in oil and gas sales.  Average oil and gas prices  decreased  to $12.55
per barrel and $2.15 per Mcf,  respectively,  in 1998 from $19.68 per barrel and
$2.47 per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-4
Partnership sold certain Net Profits Interests during 1998 and recognized a gain
of $12,332 on such sales. Sales of Net Profits Interests during 1997 resulted in
the P-4 Partnership recognizing similar gains totaling $63,002.

      Depletion of Net Profits Interests  decreased  $143,151 (39.3%) in 1998 as
compared to 1997.  This decrease  resulted  primarily  from (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,  1998.  As a percentage  of Net
Profits,  this  expense  increased  to 30.2% in 1998  from  28.3% in 1997.  This
percentage increase was primarily due to the decrease in Net Profits.



                                      -42-
<PAGE>




      The P-4  Partnership  recognized  a non-cash  charge  against  earnings of
$752,388 in the first  quarter of 1997.  Of this amount,  $84,059 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-4  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $668,329 was related to the writing-off of Net Profits Interests in
unproved  properties.  These unproved  properties  were written off based on the
General  Partner's   determination  that  it  was  unlikely  that  the  unproved
properties  would be  developed  due to low oil and gas prices  and  Partnership
Agreement  provisions  which limit the P-4  Partnership's  level of  permissible
indirect drilling activity through its Affiliated  Programs.  No similar charges
were necessary during 1998.

      General and administrative  expenses remained  relatively constant in 1998
as compared to 1997. As a percentage of Net Profits, these expenses increased to
20.2% in 1998 from 11.5% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.



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



                                      -43-
<PAGE>




      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  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.

      Cumulative cash distributions to the Limited Partners through December 31,
1999 were $7,977,759 or 67.35% of the Limited Partners' capital contributions.


                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                    --------------------------------------

      Total Net Profits decreased  $173,049 (17.3%) in 1998 as compared to 1997.
Of this decrease, approximately $37,000 and $197,000, respectively, were related
to decreases in the average prices of oil and gas sold and approximately $33,000
was  related to a decrease in volumes of oil sold.  The  decrease in Net Profits
was  partially  offset by an increase  of  approximately  $79,000  related to an
increase  in  volumes  of gas sold and a decrease  of  approximately  $15,000 in
production expenses incurred by the owners of the Working Interests.  Volumes of
oil sold decreased 1,657 barrels while volumes of gas sold increased  35,353 Mcf
in 1998 as  compared  to 1997.  The  decrease  in volumes  of oil sold  resulted
primarily from (i) the normal decline in production and (ii) the sale of several
wells during 1997 and 1998.  Average oil and gas prices  decreased to $14.00 per
barrel and $1.87 per Mcf, respectively, in 1998 from $19.88 per barrel and $2.22
per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-5
Partnership sold certain Net Profits Interests during 1998 and recognized a gain
of $344,575 on such sales.  Sales of Net Profits  Interests during 1997 resulted
in the P-5 Partnership recognizing similar gains totaling $79,182.



                                      -44-
<PAGE>




      Depletion of Net Profits  Interests  increased  $34,016 (13.7%) in 1998 as
compared to 1997. This increase  resulted  primarily from a downward revision in
the  estimate of  remaining  oil and gas  reserves  at December  31, 1998 on one
significant  well.  As a percentage  of Net Profits,  this expense  increased to
34.2% in 1998 from 24.9% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.

      The P-5  Partnership  recognized  a non-cash  charge  against  earnings of
$1,018,068 in the first quarter of 1997. Of this amount, $122,458 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-5  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $895,610 was related to the writing-off of Net Profits Interests in
unproved  properties.  The  unproved  properties  were  written off based on the
General  Partner's   determination  that  it  was  unlikely  that  the  unproved
properties  would be  developed  due to low oil and gas prices  and  Partnership
Agreement  provisions  which limit the P-5  Partnership's  level of  permissible
indirect drilling activity through its Affiliated  Programs.  No similar charges
were necessary during 1998.

      General and  administrative  expenses  decreased  $2,677 (1.9%) in 1998 as
compared to 1997. As a percentage of Net Profits,  these  expenses  increased to
16.8% in 1998 from 14.2% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.


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



                                      -45-
<PAGE>




      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.

      Cumulative cash distributions to the Limited Partners through December 31,
1999 were $10,792,248 or 75.45% of the Limited Partners' capital contributions.


                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                    --------------------------------------

      Total Net Profits decreased  $553,585 (30.9%) in 1998 as compared to 1997.
Of this decrease, approximately $87,000 and $410,000, respectively, were related
to decreases in the average prices of oil and gas sold and approximately $84,000
was  related  to a decrease  in the  volumes of gas sold.  The  decrease  in Net
Profits was partially  offset by an approximate  $13,000 increase in the volumes
of oil sold and an approximate  $14,000 decrease in production expenses incurred
by the  owners of the  Working  Interests.  Volumes  of oil sold  increased  678
barrels while volumes of gas sold  decreased  36,893 Mcf during 1998 as compared
to 1997. Average oil and gas prices decreased to $14.64 per barrel and $1.83 per
Mcf,  respectively,   in  1998  from  $19.20  per  barrel  and  $2.27  per  Mcf,
respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-6
Partnership sold certain Net Profits Interests during 1998 and recognized a gain
of $135,752 on such sales.  Sales of Net Profits  Interests during 1997 resulted
in the P-6 Partnership recognizing similar gains totaling $37,698.

      Depletion of Net Profits Interests  decreased  $185,621 (30.4%) in 1998 as
compared to 1997.  This decrease  resulted  primarily  from several  significant
wells being fully depleted in 1997 due to the lack of remaining  reserves.  As a
percentage of



                                      -46-
<PAGE>



Net Profits,  this  expense  remained  relatively  constant at 34.3% in 1998 and
34.0% in 1997.  Any  percentage  increase  primarily  due to the decrease in Net
Profits was  substantially  offset by the dollar  decrease in  depletion  of Net
Profits Interests.

      The P-6  Partnership  recognized  a non-cash  charge  against  earnings of
$898,584 in the first quarter of 1997.  Of this amount,  $444,990 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-6  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $453,594 was related to the writing-off of Net Profits Interests in
unproved  properties.  These unproved  properties  were written off based on the
General  Partner's   determination  that  it  was  unlikely  that  the  unproved
properties  would be  developed  due to low oil and gas prices  and  Partnership
Agreement  provisions  which limit the P-6  Partnership's  level of  permissible
indirect drilling activity through its Affiliated  Programs.  No similar charges
were necessary during 1998.

      General and  administrative  expenses  decreased  $3,320 (1.9%) in 1998 as
compared to 1997. As a percentage of Net Profits,  these  expenses  increased to
13.6% in 1998 from 9.6% in 1997. This  percentage  increase was primarily due to
the decrease in Net Profits.


      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,
1999, 1998, and 1997.

                             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%



                                      -47-
<PAGE>





                             1998 Compared to 1997
                             ---------------------

                    Equivalent Units                   Average Proceeds
                      of Production                  per Equivalent Unit
              -----------------------------       --------------------------
   P/ship      1998      1997      % Change        1998     1997    % Change
   ------     -------   -------    --------       -----    -----    --------

    P-1        80,247    91,630      (12%)        $8.66    $11.61     (25%)
    P-2        63,024    73,062      (14%)         8.54     11.45     (25%)
    P-3       117,308   136,434      (14%)         8.50     11.43     (26%)
    P-4        78,612   105,322      (25%)         9.34     12.26     (24%)
    P-5        98,333    94,098        5%          8.41     10.63     (21%)
    P-6       177,152   182,623      ( 3%)         7.00      9.82     (29%)


      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  1999
production levels for future years, the Partnerships'  proved reserve quantities
at December 31, 1999 would have the following remaining lives:

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

                P-1              5.2               8.1
                P-2              5.8               8.3
                P-3              5.8               8.4
                P-4              6.2               3.4
                P-5              5.0               5.8
                P-6              4.3               6.0

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.  In particular,  the relatively  high oil prices at December 31, 1999
have  caused an  increase in the  estimates  of  remaining  oil  reserves  which
therefore have increased 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.




                                      -48-
<PAGE>




      The Partnerships sold certain Net Profits Interests during 1999, 1998, and
1997.   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  1999,  1998,  and 1997  were as
follows:

      Partnership          1999              1998             1997
      -----------       ---------         ---------         ---------

          P-1           $  3,456          $519,832          $507,599
          P-2              3,994           360,686           402,870
          P-3              7,398           666,253           759,639
          P-4              6,453            16,018           266,265
          P-5               -              368,485            91,840
          P-6               -              147,747            43,605

      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 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



                                      -49-
<PAGE>



Partnerships in 1999. 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."


      Year 2000

      The year  2000  issue  refers  to the  inability  of  computer  and  other
information  technology  systems to properly process date and time  information,
stemming from the earlier  programming  practice of using two digits rather than
four to represent the year in a date.  To the knowledge of the General  Partner,
the  Partnerships  have not experienced any material  effects from the year 2000
issue.  Costs  incurred  by the  Partnerships  in  order  to  ensure  year  2000
compatibility were not material to the Partnerships.


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.


                                   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          47      President and Director

      Judy K. Fox              48      Secretary




                                      -50-
<PAGE>




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.


      Section 16(a) Beneficial Ownership Reporting Compliance

      On October 27, 1999 the Masco Master Investment Account ("Masco") conveyed
10,600 (11.8%) of the Units of the P-2 partnership to Samson Resources  Company.
As of the date of this Annual Report, the General Partner has received no Report
under  Section 16 of the  Securities  and  Exchange Act of 1934 (the "Act") from
Masco  disclosing  the sale of these  Units.  Samson  Resources  Company  timely
reported their purchase of these Units to the SEC.

      To the best knowledge of the Partnerships  and the General Partner,  there
were no other  officers,  directors,  or ten percent owners who were  delinquent
filers  during  1999 of reports  required  under  Section  16 of the  Securities
Exchange Act of 1934.




                                      -51-
<PAGE>




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  1999,  1998,  and  1997 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         1999          1998         1997
            -----------       --------      --------     --------

                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 1999, 1998, and 1997:



                                      -52-
<PAGE>




<TABLE>

                                                  Salary Reimbursements

                                                     P-1 Partnership
                                                     ---------------
<CAPTION>

                                                                        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)         1997      -          -           -           -              -          -          -
                        1998      -          -           -           -              -          -          -
                        1999      -          -           -           -              -          -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1997    $67,960      -           -           -              -          -          -
                        1998    $67,323      -           -           -              -          -          -
                        1999    $69,485      -           -           -              -          -          -
</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. Tholen or 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.



                                      -53-
<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)         1997      -          -          -            -             -          -          -
                        1998      -          -          -            -             -          -          -
                        1999      -          -          -            -             -          -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1997    $56,655      -          -            -             -          -          -
                        1998    $56,124      -          -            -             -          -          -
                        1999    $57,926      -          -            -             -          -          -

----------

(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. Tholen or 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.

</TABLE>



                                      -54-
<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)         1997       -        -          -            -             -          -          -
                        1998       -        -          -            -             -          -          -
                        1999       -        -          -            -             -          -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1997     $106,672   -          -            -             -          -          -
                        1998     $105,672   -          -            -             -          -          -
                        1999     $109,064   -          -            -             -          -          -
----------
(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. Tholen or 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.
</TABLE>




                                      -55-
<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)         1997       -         -          -            -             -          -          -
                        1998       -         -          -            -             -          -          -
                        1999       -         -          -            -             -          -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1997    $79,430      -          -            -             -          -          -
                        1998    $78,686      -          -            -             -          -          -
                        1999    $81,212      -          -            -             -          -          -
----------
(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. Tholen or 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.
</TABLE>




                                      -56-
<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)         1997       -         -          -            -             -          -          -
                        1998       -         -          -            -             -          -          -
                        1999       -         -          -            -             -          -          -
All Executive
Officers,
Directors,
and Employees
as a group(2)           1997    $74,484     -          -            -              -          -         -
                        1998    $73,786     -          -            -              -          -         -
                        1999    $76,155     -          -            -              -          -         -
----------
(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. Tholen or 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.
</TABLE>




                                      -57-
<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)         1997       -        -           -            -             -          -          -
                        1998       -        -           -            -             -          -          -
                        1999       -        -           -            -             -          -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1997     $89,947    -           -            -             -          -          -
                        1998     $89,104    -           -            -             -          -          -
                        1999     $91,964    -           -            -             -          -          -
----------
(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. Tholen or 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.
</TABLE>




                                      -58-
<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, 2000 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                              18,835     (17.4%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                        18,835     (17.4%)






                                      -59-
<PAGE>




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

   Samson Resources Company                              22,662     (25.2%)

   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)                    22,662     (25.2%)


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

   Samson Resources Company                              45,958     (27.1%)

   Merced County Retirement Association
   Pension Trust
   2222 M. Street
   Merced, CA 95340                                      10,000     ( 5.9%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    45,958     (27.1%)

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

   Samson Resources Company                              26,044     (20.6%)


   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    26,044     (20.6%)


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

   Samson Resources Company                              19,778     (16.7%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    19,778     (16.7%)




                                      -60-
<PAGE>





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

   Samson Resources Company                              13,818     ( 9.7%)

   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)                    13,818     ( 9.7%)


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.




                                      -61-
<PAGE>





      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 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.




                                      -62-
<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,  1999 and 1998 and for each of the  three
                  years in the period ended  December 31, 1999 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.




                                      -63-
<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.



                                      -64-
<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.



                                      -65-
<PAGE>




                  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,  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.



                                      -66-
<PAGE>




            *     27.1  Financial  Data Schedule  containing  summary  financial
                        information      extracted      from     the     Geodyne
                        Institutional/Pension    Energy   Income   P-1   Limited
                        Partnership's  financial  statements  as of December 31,
                        1999 and for the year ended December 31, 1999.

            *     27.2  Financial  Data Schedule  containing  summary  financial
                        information      extracted      from     the     Geodyne
                        Institutional/Pension    Energy   Income   P-2   Limited
                        Partnership's  financial  statements  as of December 31,
                        1999 and for the year ended December 31, 1999.

            *     27.3  Financial  Data Schedule  containing  summary  financial
                        information      extracted      from     the     Geodyne
                        Institutional/Pension  Energy Income Limited Partnership
                        P-3's  financial  statements as of December 31, 1999 and
                        for the year ended December 31, 1999.

            *     27.4  Financial  Data Schedule  containing  summary  financial
                        information      extracted      from     the     Geodyne
                        Institutional/Pension  Energy Income Limited Partnership
                        P-4's  financial  statements as of December 31, 1999 and
                        for the year ended December 31, 1999.

            *     27.5  Financial  Data Schedule  containing  summary  financial
                        information      extracted      from     the     Geodyne
                        Institutional/Pension  Energy Income Limited Partnership
                        P-5's  financial  statements as of December 31, 1999 and
                        for the year ended December 31, 1999.

            *     27.6  Financial  Data Schedule  containing  summary  financial
                        information      extracted      from     the     Geodyne
                        Institutional/Pension  Energy Income Limited Partnership
                        P-6's  financial  statements as of December 31, 1999 and
                        for the year ended December 31, 1999.


                  All other Exhibits are omitted as inapplicable.

                  ----------

                  *Filed herewith.

      (b)   Reports on Form 8-K filed during the fourth quarter of 1999.

            None.



                                      -67-
<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 21, 2000


                              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 21, 2000
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

      /s/Patrick M. Hall        (Principal               February 21, 2000
      -------------------       Financial and
         Patrick M. Hall        Accounting Officer)

      /s/Judy K. Fox            Secretary                February 21, 2000
      -------------------
         Judy K. Fox



                                      -68-


<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, 1999 and 1998, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 1999, in conformity  with  accounting  principles
generally  accepted in the United  States.  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,  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 the opinion  expressed
above.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
February 15, 2000







                                      F-1
<PAGE>




       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-1
                             Combined Balance Sheets
                           December 31, 1999 and 1998


                                     ASSETS
                                     ------

                                                       1999             1998
                                                   ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                        $  182,743       $   99,454
   Accounts receivable:
      Net Profits                                      167,901          108,440
                                                     ---------        ---------

         Total current assets                       $  350,644       $  207,894

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                     1,003,826        1,164,893
                                                     ---------        ---------

                                                    $1,354,470       $1,372,787
                                                     =========        =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                                 ($   77,417)     ($   82,899)
   Limited Partners, issued and
     outstanding, 108,074 Units                      1,431,887        1,455,686
                                                     ---------        ---------

         Total Partners' capital                    $1,354,470       $1,372,787
                                                     =========        =========












                     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, 1999, 1998, and 1997

                                     1999              1998              1997
                                 ------------      ------------       ----------
REVENUES:
   Net Profits                     $802,539         $  694,919        $1,064,105
   Interest income                    4,639             11,731            11,117
   Gain on sale of
      Net Profits Interests             698            476,752           380,408
                                    -------          ---------         ---------
                                   $807,876         $1,183,402        $1,455,630

COSTS AND EXPENSES:
   Depletion of
      Net Profits Interests        $171,326         $  235,071        $  263,691
   Impairment provision                -                  -              902,042
   General and
      Administrative                127,487            127,207           129,205
                                    -------          ---------         ---------
                                   $298,813         $  362,278        $1,294,938
                                    -------          ---------         ---------

NET INCOME                         $509,063         $  821,124        $  160,692
                                    =======          =========         =========
GENERAL PARTNER -
   NET INCOME                      $ 65,862         $   60,539        $   54,016
                                    =======          =========         =========
LIMITED PARTNERS -
   NET INCOME                      $443,201         $  760,585        $  106,676
                                    =======          =========         =========
NET INCOME
   per Unit                        $   4.10         $     7.04        $      .99
                                    =======          =========         =========
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, 1999, 1998, and 1997


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

Balance, Dec. 31, 1996          $3,293,425         ($62,666)        $3,230,759
   Net income                      106,676           54,016            160,692
   Cash distributions          ( 1,236,000)        ( 78,765)       ( 1,314,765)
                                 ---------           ------          ---------

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
                                 =========           ======          =========



                     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, 1999, 1998, and 1997

                                    1999             1998              1997
                                 ------------    ------------       ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                     $509,063        $  821,124        $  160,692
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests         171,326           235,071           263,691
      Impairment provision            -                 -              902,042
      Gain on sale of
         Net Profits Interests   (     698)      (   476,752)      (   380,408)
      (Increase)decrease in
         accounts receivable
         - Net Profits           (  59,461)           56,204            92,814
                                   -------         ---------         ---------

   Net cash provided by
      operating activities        $620,230        $  635,647        $1,038,831
                                   -------         ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures          ($ 13,017)      ($   34,624)      ($   21,339)
   Proceeds from sale of
      Net Profits Interests          3,456           519,832           507,599
                                   -------         ---------         ---------

   Net cash provided (used) by
      investing activities       ($  9,561)       $  485,208        $  486,260
                                   -------         ---------         ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions            ($527,380)      ($1,525,023)      ($1,314,765)
                                   -------         ---------         ---------
   Net cash used by financing
      Activities                 ($527,380)      ($1,525,023)      ($1,314,765)
                                   -------         ---------         ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      $ 83,289       ($  404,168)       $  210,326

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           99,454           503,622           293,296
                                   -------         ---------         ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                $182,743        $   99,454        $  503,622
                                   =======         =========         =========

                     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, 1999 and 1998, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 1999, in conformity  with  accounting  principles
generally  accepted in the United  States.  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,  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 the opinion  expressed
above.




                                    PricewaterhouseCoopers LLP










Tulsa, Oklahoma
February 15, 2000




                                      F-6
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
                             Combined Balance Sheets
                           December 31, 1999 and 1998


                                     ASSETS
                                     ------

                                                    1999              1998
                                                ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                     $  148,106        $   78,435
   Accounts receivable:
      Net Profits                                   135,136            92,746
                                                  ---------         ---------

         Total current assets                    $  283,242        $  171,181

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                    856,093         1,001,498
                                                  ---------         ---------

                                                 $1,139,335        $1,172,679
                                                  =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($   56,585)      ($   70,704)
   Limited Partners, issued and
     outstanding, 90,094 Units                    1,195,920         1,243,383
                                                  ---------         ---------

         Total Partners' capital                 $1,139,335        $1,172,679
                                                  =========         =========




                     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, 1999, 1998, and 1997

                                        1999            1998            1997
                                     ----------       --------       ----------
REVENUES:
   Net Profits                        $618,890        $538,185       $  836,494
   Interest income                       3,769           8,577            8,532
   Gain on sale of
      Net Profits Interests                472         328,122          284,247
                                       -------       ---------       ----------

                                      $623,131        $874,884       $1,129,273

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests               $152,202        $187,490       $  207,379
   Impairment provision                   -               -             727,893
   General and
      Administrative                   106,335         106,064          107,544
                                       -------         -------       ----------
                                      $258,537        $293,554       $1,042,816
                                       -------         -------       ----------

NET INCOME                            $364,594        $581,330       $   86,457
                                       =======         =======       ==========
GENERAL PARTNER -
   NET INCOME                         $ 31,057        $ 36,137       $   41,244
                                       =======         =======       ==========
LIMITED PARTNERS -
   NET INCOME                         $333,537        $545,193       $   45,213
                                       =======         =======       ==========
NET INCOME
   per Unit                           $   3.70        $   6.05       $      .50
                                       =======        ========       ==========
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, 1999, 1998, and 1997


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

Balance, Dec. 31, 1996         $2,692,977         ($57,428)        $2,635,549
   Net income                      45,213           41,244             86,457
   Cash distributions         (   979,000)        ( 56,254)       ( 1,035,254)
                                ---------           ------          ---------

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
                                =========           ======          =========


                     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, 1999, 1998, and 1997

                                     1999            1998              1997
                                 ------------    ------------      ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                     $364,594        $  581,330        $   86,457
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests         152,202           187,490           207,379
      Impairment provision            -                 -              727,893
      Gain on sale of
         Net Profits Interests   (     472)      (   328,122)      (   284,247)
      (Increase) decrease in
         accounts receivable
         - Net Profits           (  42,390)           42,585            67,956
      Decrease in
         accounts receivable
         - General Partner            -                 -                8,376
                                   -------         ---------        ----------

   Net cash provided by
      operating activities        $473,934        $  483,283        $  813,814
                                   -------         ---------        ----------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures          ($ 10,319)      ($   39,322)      ($   34,745)
   Proceeds from sale of
      Net Profits Interests          3,994           360,686           402,870
                                   -------         ---------        ----------

   Net cash provided (used)
      by investing activities    ($  6,325)       $  321,364        $  368,125
                                   -------         ---------        ----------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions            ($397,938)      ($1,095,403)      ($1,035,254)
                                   -------         ---------        ----------
   Net cash used by financing
      Activities                 ($397,938)      ($1,095,403)      ($1,035,254)
                                   -------         ---------        ----------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      $ 69,671       ($  290,756)       $  146,685




                                      F-10
<PAGE>





CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           78,435           369,191           222,506
                                   -------         ---------        ----------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                $148,106        $   78,435        $  369,191
                                   =======         =========        ==========







                     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, 1999 and 1998, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 1999, in conformity  with  accounting  principles
generally  accepted in the United  States.  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,  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 the opinion  expressed
above.





                                    PricewaterhouseCoopers LLP






Tulsa, Oklahoma
February 15, 2000





                                      F-12
<PAGE>




       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                             Combined Balance Sheets
                           December 31, 1999 and 1998


                                     ASSETS
                                     ------

                                                    1999              1998
                                                ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                     $  284,040        $  146,246
   Accounts receivable:
      Net Profits                                   251,484           170,389
                                                  ---------         ---------

         Total current assets                    $  535,524        $  316,635

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                  1,595,636         1,866,716
                                                  ---------         ---------

                                                 $2,131,160        $2,183,351
                                                  =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($  113,709)      ($  132,995)
   Limited Partners, issued and
     outstanding, 169,637 Units                   2,244,869         2,316,346
                                                  ---------         ---------

         Total Partners' capital                 $2,131,160        $2,183,351
                                                  =========         =========











                     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, 1999, 1998, and 1997

                                    1999              1998              1997
                                ------------      ------------      ------------
REVENUES:
   Net Profits                  $1,155,814         $  997,464        $1,559,975
   Interest income                   7,380             16,358            16,329
   Gain on sale of
      Net Profits Interests            968            606,887           532,904
                                 ---------          ---------         ---------

                                $1,164,162         $1,620,709        $2,109,208

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests         $  283,838         $  344,697        $  385,937
   Impairment provision               -                  -            1,413,917
   General and
      Administrative               199,790            199,679           202,308
                                 ---------          ---------         ---------
                                $  483,628         $  544,376        $2,002,162
                                 ---------          ---------         ---------

NET INCOME                      $  680,534         $1,076,333        $  107,046
                                 =========          =========         =========
GENERAL PARTNER -
   NET INCOME                   $   45,011         $   66,787        $   76,414
                                 =========          =========         =========
LIMITED PARTNERS -
   NET INCOME                   $  635,523         $1,009,546        $   30,632
                                 =========          =========         =========
NET INCOME
   per Unit                     $     3.75         $     5.95        $      .18
                                 =========          =========         =========
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, 1999, 1998, and 1997


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

Balance, Dec. 31, 1996         $5,075,168         ($107,085)       $4,968,083
   Net income                      30,632            76,414           107,046
   Cash distributions         ( 1,832,000)        ( 106,587)      ( 1,938,587)
                                ---------           -------         ---------

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
                                =========           =======         =========





                     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, 1999, 1998, and 1997

                                   1999              1998              1997
                               ------------      ------------      ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                    $680,534         $1,076,333        $  107,046
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests        283,838            344,697           385,937
     Impairment provision            -                  -            1,413,917
      Gain on sale of
         Net Profits Interests  (     968)       (   606,887)      (   532,904)
      (Increase) decrease in
         accounts receivable
         - Net Profits          (  81,095)            84,081           125,255
      Decrease in
         accounts receivable
         - General Partner           -                  -               16,473
                                  -------          ---------         ---------

   Net cash provided by
      operating activities       $882,309         $  898,224        $1,515,724
                                  -------          ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures         ($ 19,188)       ($   74,335)      ($   66,502)
   Proceeds from sale of
      Net Profits Interests         7,398            666,253           759,639
                                  -------          ---------         ---------

   Net cash provided (used)
      by investing activities   ($ 11,790)        $  591,918        $  693,137
                                  -------          ---------         ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions           ($732,725)       ($2,029,524)      ($1,938,587)
                                  -------          ---------         ---------
   Net cash used by financing
      Activities                ($732,725)       ($2,029,524)      ($1,938,587)
                                  -------          ---------         ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS     $137,794        ($  539,382)       $  270,274




                                      F-16
<PAGE>




CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD         146,246            685,628           415,354
                                  -------          ---------         ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD               $284,040         $  146,246        $  685,628
                                  =======          =========         =========



                     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, 1999 and 1998, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 1999, in conformity  with  accounting  principles
generally  accepted in the United  States.  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,  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 the opinion  expressed
above.





                                    PricewaterhouseCoopers LLP






Tulsa, Oklahoma
February 15, 2000




                                      F-18
<PAGE>




      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                             Combined Balance Sheets
                           December 31, 1999 and 1998


                                     ASSETS
                                     ------
                                                   1999              1998
                                               ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  188,928        $  101,652
   Accounts receivable:
      Net Profits                                  255,972           209,218
                                                 ---------         ---------

         Total current assets                   $  444,900        $  310,870

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                   892,659         1,092,574
                                                 ---------         ---------

                                                $1,337,559        $1,403,444
                                                 =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   80,321)      ($   93,853)
   Limited Partners, issued and
     outstanding, 126,306 Units                  1,417,880         1,497,297
                                                 ---------         ---------

         Total Partners' capital                $1,337,559        $1,403,444
                                                 =========         =========




                     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, 1999, 1998, and 1997

                                    1999              1998              1997
                                ------------      ------------      ------------
REVENUES:
   Net Profits                   $746,854           $734,526         $1,290,780
   Interest income                  4,983              8,219             13,072
   Gain on sale of
      Net Profits Interests           410             12,332             63,002
                                  -------            -------          ---------

                                 $752,247           $755,077         $1,366,854

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests          $199,980            221,558         $  364,709
   Impairment provision              -                  -               752,388
   General and
      Administrative              148,395            148,616            148,419
                                  -------            -------          ---------
                                 $348,375           $370,174         $1,265,516
                                  -------            -------          ---------

NET INCOME                       $403,872           $384,903         $  101,338
                                  =======            =======          =========
GENERAL PARTNER -
   NET INCOME                    $ 36,289           $ 27,697         $   49,097
                                  =======            =======          =========
LIMITED PARTNERS -
   NET INCOME                    $367,583           $357,206         $   52,241
                                  =======            =======          =========
NET INCOME
   per Unit                      $   2.91           $   2.83         $      .41
                                  =======            =======          =========
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, 1999, 1998, and 1997


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

Balance, Dec. 31, 1996      $3,364,850         ($ 81,373)       $3,283,477
   Net income                   52,241            49,097           101,338
   Cash distributions      ( 1,495,000)        (  62,523)      ( 1,557,523)
                             ---------           -------         ---------

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
                             =========           =======         =========



                     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, 1999, 1998, and 1997

                                           1999           1998          1997
                                       ------------   ----------    ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                            $403,872      $384,903      $  101,338
   Adjustments to reconcile
   net income to net cash
   provided by operating activities:
      Depletion of Net
      Profits Interests                   199,980       221,558         364,709
      Impairment provision                   -             -            752,388
      Gain on sale of
         Net Profits Interests          (     410)    (  12,332)    (    63,002)
      (Increase) decrease in
         accounts receivable -
         Net Profits                    (  46,754)       91,842          68,880
                                         --------       -------        --------

   Net cash provided by
     operating activities                $556,688      $685,971      $1,224,313
                                          -------       -------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                 ($  6,108)    ($ 35,489)    ($   35,028)
   Proceeds from sale of
      Net Profits Interests                 6,453        16,018         266,265
                                          -------       -------       ---------

   Net cash provided (used)
      by investing activities            $    345     ($ 19,471)     $  231,237
                                          -------       -------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                   ($469,757)    ($808,751)    ($1,557,523)
                                          -------       -------       ---------
   Net cash used by financing
      Activities                        ($469,757)    ($808,751)    ($1,557,523)
                                          -------       -------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS             $ 87,276     ($142,251)    ($  101,973)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                 101,652       243,903         345,876
                                          -------       -------       ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                       $188,928      $101,652      $  243,903
                                          =======       =======       =========

                     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, 1999 and 1998, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 1999, in conformity  with  accounting  principles
generally  accepted in the United  States.  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,  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 the opinion  expressed
above.





                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 15, 2000




                                      F-23
<PAGE>




       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                             Combined Balance Sheets
                           December 31, 1999 and 1998

                                     ASSETS
                                     ------
                                                     1999              1998
                                                 ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $  217,441        $  166,487
   Accounts receivable:
      Net Profits                                    180,909            99,823
                                                   ---------         ---------

         Total current assets                     $  398,350        $  266,310

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                     836,971           991,179
                                                   ---------         ---------

                                                  $1,235,321        $1,257,489
                                                   =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                               ($   68,638)      ($   79,248)
   Limited Partners, issued and
     outstanding, 118,449 Units                    1,303,959         1,336,737
                                                   ---------         ---------

         Total Partners' capital                  $1,235,321        $1,257,489
                                                   =========         =========




                     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, 1999, 1998, and 1997

                                  1999              1998              1997
                              ------------      ------------      ------------
REVENUES:
   Net Profits                 $856,442          $  827,076        $1,000,125
   Interest income                6,181               9,987             8,836
   Gain (loss)on sale of
      Net Profits Interests   (      92)            344,575            79,182
                                -------           ---------         ---------

                               $862,531          $1,181,638        $1,088,143

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests        $169,734          $  283,071        $  249,055
   Impairment provision            -                   -            1,018,068
   General and
      Administrative            139,426             139,230           141,907
                                -------           ---------         ---------
                               $309,160          $  422,301        $1,409,030
                                -------           ---------         ---------

NET INCOME (LOSS)              $553,371          $  759,337       ($  320,887)
                                =======           =========         =========
GENERAL PARTNER -
   NET INCOME                  $ 34,149          $   48,790        $   34,199
                                =======           =========         =========
LIMITED PARTNERS -
   NET INCOME (LOSS)           $519,222          $  710,547       ($  355,086)
                                =======           =========         =========
NET INCOME (LOSS)
   per Unit                    $   4.38          $     6.00       ($     3.00)
                                =======           =========         =========
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, 1999, 1998, and 1997


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

Balance, Dec. 31, 1996        $3,053,276         ($60,088)        $2,993,188
   Net income (loss)         (   355,086)          34,199        (   320,887)
   Cash distributions        ( 1,002,000)        ( 48,794)       ( 1,050,794)
                               ---------           ------          ---------

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
                               =========           ======          =========



                     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, 1999, 1998, and 1997

                                       1999           1998            1997
                                   ------------   ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                $553,371       $  759,337     ($  320,887)
   Adjustments to reconcile
      net income (loss) to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests           169,734          283,071         249,055
     Impairment provision               -                -          1,018,068
      (Gain) loss on sale of
         Net Profits Interests            92      (   344,575)    (    79,182)
      (Increase) decrease in
         accounts receivable -
         Net Profits               (  81,086)          35,145          74,090
                                     -------        ---------       ---------

   Net cash provided by
     operating activities           $642,111       $  732,978      $  941,144
                                     -------        ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($ 15,618)     ($   40,371)    ($      980)
   Proceeds from sale of
      Net Profits Interests             -             368,485          91,840
                                     -------        ---------       ---------
   Net cash provided (used)
      by investing activities      ($ 15,618)      $  328,114      $   90,860
                                     -------        ---------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($575,539)     ($1,123,355)    ($1,050,794)
                                     -------        ---------       ---------
   Net cash used by financing
      Activities                   ($575,539)     ($1,123,355)    ($1,050,794)
                                     -------        ---------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        $ 50,954      ($   62,263)    ($   18,790)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            166,487          228,750         247,540
                                     -------        ---------       ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                  $217,441       $  166,487      $  228,750
                                     =======        =========       =========

                     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, 1999 and 1998, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 1999, in conformity  with  accounting  principles
generally  accepted in the United  States.  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,  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 the opinion  expressed
above.





                                    PricewaterhouseCoopers LLP






Tulsa, Oklahoma
February 15, 2000





                                      F-28
<PAGE>




      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
                             Combined Balance Sheets
                           December 31, 1999 and 1998

                                     ASSETS
                                     ------
                                                    1999              1998
                                                ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                     $  339,386        $  300,324
   Accounts receivable:
      Net Profits                                   177,661           145,612
                                                  ---------         ---------

         Total current assets                    $  517,047        $  445,936

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                  1,797,167         2,065,846
                                                  ---------         ---------

                                                 $2,314,214        $2,511,782
                                                  =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($   86,400)      ($  106,642)
   Limited Partners, issued and
     outstanding, 143,041 Units                   2,400,614         2,618,424
                                                  ---------         ---------

         Total Partners' capital                 $2,314,214        $2,511,782
                                                  =========         =========



                     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, 1999, 1998, and 1997

                                  1999              1998            1997
                              ----------       ------------    ----------
REVENUES:
   Net Profits                $1,340,784       $1,240,100       $1,793,685
   Interest income                 9,614           13,521           15,425
   Gain (loss) on sale -
   Net Profits Interests     (        32)         135,752           37,698
                               ---------         --------        ---------

                              $1,350,366       $1,389,373       $1,846,808


COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests       $  330,171       $  425,026       $  610,647
   Impairment provision             -                -             898,584
   General and
     Administrative              168,704          168,434          171,754
                               ---------        ---------        ---------
                              $  498,875       $  593,460       $1,680,985
                               ---------        ---------        ---------

NET INCOME                    $  851,491       $  795,913       $  165,823
                               =========        =========        =========
GENERAL PARTNER -
   NET INCOME                 $   55,301       $   56,121       $   67,889
                               =========        =========        =========
LIMITED PARTNERS -
   NET INCOME                 $  796,190       $  739,792       $   97,934
                               =========        =========        =========
NET INCOME
   per unit                   $     5.57       $     5.17       $      .68
                               =========        =========        =========
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, 1999, 1998 and 1997


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

Balance, Dec. 31, 1996         $4,773,698       ($ 59,021)       $4,714,677
   Net income                      97,934          67,889           165,823
   Cash distributions         ( 1,663,000)      ( 105,382)      ( 1,768,382)
                                ---------         -------         ---------

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
                                =========         =======         =========


                     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, 1999, 1998, and 1997

                                    1999             1998            1997
                                 ------------     ------------    -----------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                     $  851,491       $  795,913      $  165,823
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
   Depletion of Net
      Profits Interests              330,171          425,026         610,647
   Impairment provision                 -                -            898,584
   (Gain) loss on sale of
      Net Profits Interests               32      (   135,752)    (    37,698)
   (Increase) decrease in
      accounts receivable -
      Net Profits                (    32,049)         145,740         136,720
                                   ---------        ---------       ---------

   Net cash provided by
      operating activities        $1,149,645       $1,230,927      $1,774,076
                                   ---------        ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures          ($   61,524)     ($   45,058)    ($    6,041)
   Proceeds from sale of
      Net Profits Interests             -             147,747          43,605
                                   ---------        ---------       ---------

   Net cash provided (used)
      by investing activities    ($   61,524)      $  102,689      $   37,564
                                   ---------        ---------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions            ($1,049,059)     ($1,396,249)    ($1,768,382)
                                   ---------        ---------       ---------

   Net cash used by financing
      Activities                 ($1,049,059)     ($1,396,249)    ($1,768,382)
                                   ---------        ---------       ---------




                                      F-32
<PAGE>





NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      $   39,062      ($   62,633)    $    43,258

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            300,324          362,957         319,699
                                   ---------        ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD               $  339,386       $  300,324      $  362,957
                                   =========        =========       =========




                     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, 1999, 1998, and 1997


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, 1999:


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

                P-1             18,835             17.4%
                P-2             22,610             25.1%
                P-3             45,938             27.1%
                P-4             26,044             20.6%
                P-5             19,778             16.7%
                P-6             13,818              9.7%


      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 the
obtaining of 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 and
the P-2 and P-4 Partnerships  achieved payout during the fourth quarter of 1999.
After payout,  operations  and revenues for the P-1,  P-2, 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,
commissions, engineering, legal and accounting fees, and similar




                                      F-37
<PAGE>




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,  1999,  1998,  and 1997 were as
follows:

                  Partnership       1999        1998         1997
                  -----------       ----        ----         ----

                      P-1           $2.03       $2.93       $2.88
                      P-2            2.31        2.97        2.84
                      P-3            2.31        2.94        2.83
                      P-4            2.70        2.82        3.46
                      P-5            2.01        2.88        2.65
                      P-6            1.96        2.40        3.34

      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.  During
1999, 1998, and 1997, the Partnerships  recorded the following  non-cash charges
against earnings (impairment provisions):

            Partnership            1999           1998             1997
            -----------            ----           ----             ----
                P-1                $ -             $ -         $  113,945
                P-2                  -               -            113,005
                P-3                  -               -            220,449
                P-4                  -               -             84,059
                P-5                  -               -            122,458
                P-6                  -               -            444,990

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




                                      F-38
<PAGE>





      In  addition,   during  1997  the  General  Partner  determined  that  the
Partnerships' Net Profits  Interests in unproved  properties would be uneconomic
to develop and,  therefore,  of little or no value. This determination was based
on an evaluation by the General Partner that it was unlikely that these unproved
properties  would be developed due to low oil and gas prices and  limitations on
the level of  permissible  indirect  drilling  activity  through its  Affiliated
Programs.  As a result, the Partnerships recorded the following non-cash charges
against  earnings at March 31, 1997 in order to reflect the  writing-off  of the
Partnerships' Net Profits Interests in unproved properties:

                        Partnership                Amount
                        -----------             -----------

                            P-1                 $  788,097
                            P-2                    614,888
                            P-3                  1,193,468
                            P-4                    668,329
                            P-5                    895,610
                            P-6                    453,594



      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  (accounts 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.




                                      F-39
<PAGE>




      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 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, 1999,  1998, and
1997:



                                      F-40
<PAGE>



         Partnership      1999        1998        1997
         -----------    --------    --------    --------

              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.


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, 1999,
1998, and 1997:





                                                        Percentage
                                                -------------------------
Partnership            Purchaser                 1999      1998     1997
-----------    ------------------------          -----     -----    -----

    P-1           El Paso Energy Marketing
                    Company ("El Paso")          24.4%     31.7%    25.2%
                  Chevron U.S.A., Inc.
                    ("Chevron")                  12.0%     14.9%    10.8%
                  Texaco Exploration and
                    Production, Inc.
                    ("Texaco")                    -        11.2%      - %

    P-2           El Paso                        23.6%     30.7%    24.4%
                  Chevron                        10.3%     13.0%      - %
                  Texaco                         10.1%     12.8%    11.1%

    P-3           El Paso                        23.4%     30.5%    24.2%
                  Texaco                         10.1%     12.9%    11.2%
                  Chevron                        10.1%     12.9%      - %





                                      F-41
<PAGE>



    P-4           El Paso                        28.7%     36.7%    49.1%
                  Valero Industrial
                    Gas LP                       25.4%     29.1%    13.6%
                  Phibro Energy, Inc.            21.3%     16.1%    10.7%

    P-5           El Paso                        77.8%     73.1%    65.0%

    P-6           El Paso                        36.6%     32.5%    28.2%
                  HPL Resources Company          15.4%     16.8%    19.9%
                  Tejas Gas Marketing
                    Company                      13.0%     14.0%    14.1%

      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. 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, 1999 and 1998
were as follows:



                                P-1 Partnership
                                ---------------
                                             1999              1998
                                          ------------      ------------
Net Profits Interests in proved
  oil and gas properties                   $6,888,884        $7,011,292

Less accumulated depletion
  and valuation allowance                 ( 5,885,058)      ( 5,846,399)
                                            ---------         ---------
  Net Profits Interests, net               $1,003,826        $1,164,893
                                            =========         =========




                                      F-42
<PAGE>




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

                                              1999              1998
                                           -----------       ----------
Net Profits Interests in proved
   oil and gas properties                  $ 5,557,749       $5,651,821

Less accumulated depletion
   and valuation allowance                (  4,701,656)     ( 4,650,323)
                                            ----------        ---------
   Net Profits Interests, net              $   856,093       $1,001,498
                                            ==========        =========


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

                                              1999               1998
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $10,492,182       $10,640,125

Less accumulated depletion
   and valuation allowance                (  8,896,546)     (  8,773,409)
                                            ----------        ----------
   Net Profits Interests, net              $ 1,595,636       $ 1,866,716
                                            ==========        ==========


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

                                               1999              1998
                                           -----------       -----------
Net Profits Interests in proved
   oil and gas properties                  $ 8,193,436       $8,198,995

Less accumulated depletion
   and valuation allowance                (  7,300,777)     ( 7,106,421)
                                            ----------        ---------
   Net Profits Interests, net              $   892,659       $1,092,574
                                            ==========        =========





                                      F-43
<PAGE>





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

                                              1999                1998
                                          ----------         -----------
Net Profits Interests in proved
   oil and gas properties                 $9,855,735         $9,840,394

Less accumulated depletion
   and valuation allowance               ( 9,018,764)       ( 8,849,215)
                                           ----------         ---------
   Net Profits Interest, net              $  836,971         $  991,179
                                           ==========         =========


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

                                              1999                1998
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $12,024,877       $11,963,385

Less accumulated depletion
   and valuation allowance                ( 10,227,710)     (  9,897,539)
                                           -----------        ----------
   Net Profits Interests, net              $ 1,797,167       $ 2,065,846
                                            ==========        ==========


      Costs Incurred

      The P-4 Partnership  incurred $16,495 in property acquisition costs during
1997. No other  property  acquisition  costs were  incurred by the  Partnerships
during the three years ended December 31, 1999.  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, 1999,
1998,  and 1997.  Since these  acquisition  and  development  costs were charged
against the Net Profits payable to the Partnerships,  such costs were indirectly
borne by the  Partnerships.  No exploration  costs were incurred during the same
periods.


      Partnership                     1999        1998        1997
      -----------                   -------     -------      -------

           P-1                      $13,017     $34,624     $21,339
           P-2                       10,319      39,322      34,745
           P-3                       19,188      74,335      66,502
           P-4                        6,108      35,489      18,533
           P-5                       15,618      40,371         980
           P-6                       61,524      45,058       6,041




                                      F-44
<PAGE>





      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, 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.


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

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

Proved reserves, December 31, 1996            251,262     2,701,360
  Production                                  (32,044)   (  357,516)
  Sales of minerals in place                  (22,747)   (  234,580)
  Extensions and discoveries                    2,126        55,362
  Revisions of previous estimates              18,069       118,867
                                              ---------    ---------

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
                                             ========     =========

PROVED DEVELOPED RESERVES:
      December 31, 1997                       214,498     2,256,381
                                             ========     =========
      December 31, 1998                       162,773     2,064,654
                                             ========     =========
      December 31, 1999                       199,519     1,856,427
                                             ========     =========



                                      F-45
<PAGE>





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

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

Proved reserves, December 31, 1996            185,693     2,448,132
  Production                                 ( 22,873)   (  301,132)
  Sales of minerals in place                 ( 16,062)   (  231,921)
  Extensions and discoveries                    1,549        37,807
  Revisions of previous estimates              12,015        89,714
                                              -------     ---------

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
                                              =======     =========
PROVED DEVELOPED RESERVES:
      December 31, 1997                       157,947     2,012,912
                                              =======     =========
      December 31, 1998                       122,784     1,876,091
                                              =======     =========
      December 31, 1999                       146,807     1,668,174
                                              =======     =========




                                      F-46
<PAGE>




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

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

Proved reserves, December 31, 1996            344,453     4,622,201
  Production                                 ( 42,259)   (  565,052)
  Sales of minerals in place                 ( 30,066)   (  457,133)
  Extensions and discoveries                    2,854        69,751
  Revisions of previous estimates              22,274       169,087
                                              -------     ---------

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
                                              =======     =========
PROVED DEVELOPED RESERVES:
      December 31, 1997                       292,782     3,782,929
                                              =======     =========
      December 31, 1998                       227,669     3,519,252
                                              =======     =========
      December 31, 1999                       271,998     3,134,280
                                              =======     =========




                                      F-47
<PAGE>




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

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

Proved reserves, December 31, 1996             75,797     3,123,119
  Production                                 ( 19,686)   (  513,815)
  Sales of minerals in place                 (  2,175)   (  315,220)
  Revisions of previous estimates               1,898       365,764
                                              -------     ---------

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
                                              =======     =========

PROVED DEVELOPED RESERVES:
      December 31, 1997                        49,163     2,549,052
                                              =======     =========
      December 31, 1998                        43,638     2,377,892
                                              =======     =========
      December 31, 1999                        57,546     2,079,090
                                              =======     =========




                                      F-48
<PAGE>





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

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

Proved reserves, December 31, 1996             51,531     3,261,422
  Production                                  ( 7,972)   (  516,756)
  Sales of minerals in place                  ( 3,066)   (   61,493)
  Revisions of previous estimates              10,735       346,293
                                               ------     ---------

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
                                               ======     =========
PROVED DEVELOPED RESERVES:
  December 31, 1997                            51,175     3,024,146
                                               ======     =========
  December 31, 1998                            33,143     2,326,026
                                               ======     =========
  December 31, 1999                            39,773     2,335,679
                                               ======     =========




                                      F-49
<PAGE>



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

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

Proved reserves, December 31, 1996            140,380     5,483,120
  Production                                 ( 18,461)   (  984,971)
  Sales of minerals in place                 (  2,459)   (   75,335)
  Extensions and discoveries                      189           235
  Revisions of previous estimates               4,088       540,454
                                              -------     ---------

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
                                              =======     =========
PROVED DEVELOPED RESERVES:
  December 31, 1997                           123,718     4,961,677
                                              =======     =========
  December 31, 1998                            96,435     4,071,736
                                              =======     =========
  December 31, 1999                           102,745     3,879,762
                                              =======     =========




                                      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, 1999 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         $8,600,031        $7,062,789       $13,190,111
Future production and
   development costs       ( 2,123,132)      ( 1,864,402)     (  3,500,361)
                             ---------         ---------        ----------

Future net cash flows       $6,476,899        $5,198,387       $ 9,689,750

10% discount to
   reflect timing
   of cash flows           ( 2,741,525)      ( 2,218,180)     (  4,135,225)
                             ---------         ---------        ----------

Standardized measure
   of discounted future
   net cash flows           $3,735,374        $2,980,207       $ 5,554,525
                             =========         =========        ==========


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

Future cash inflows         $6,317,459        $5,834,094       $10,966,611
Future production and
   development costs       ( 1,837,908)      ( 1,803,068)     (  4,017,120)
                             ---------         ---------        ----------

Future net cash flows       $4,479,551        $4,031,026       $ 6,949,491

10% discount to
   reflect timing
   of cash flows           ( 1,393,379)      ( 1,243,938)     (  1,972,958)
                             ---------         ---------        ----------

Standardized measure
   of discounted future
   net cash flows           $3,086,172        $2,787,088       $ 4,976,533
                             =========         =========        ==========




                                      F-51
<PAGE>





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, 1999 using oil and
gas prices of approximately $22.75 per barrel and $2.24 per Mcf, respectively.




                                      F-52
<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.



                                      F-53
<PAGE>




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.

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.



                                      F-54
<PAGE>




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, 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, Petroleum Engineers for the Geodyne
            Institutional/Pension Energy Income P-2 Limited Partnership.

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

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

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

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


                                      F-55
<PAGE>




*27.1       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne  Institutional/Pension  Energy Income P-1
            Limited  Partnership's  financial statements as of December 31, 1999
            and for the year ended December 31, 1999.

*27.2       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne  Institutional/Pension  Energy Income P-2
            Limited  Partnership's  financial statements as of December 31, 1999
            and for the year ended December 31, 1999.

*27.3       Financial Data Schedule  containing  summary  financial  information
            extracted  from  the  Geodyne  Institutional/Pension  Energy  Income
            Limited  Partnership  P-3's financial  statements as of December 31,
            1999 and for the year ended December 31, 1999.

*27.4       Financial Data Schedule  containing  summary  financial  information
            extracted  from  the  Geodyne  Institutional/Pension  Energy  Income
            Limited  Partnership  P-4's financial  statements as of December 31,
            1999 and for the year ended December 31, 1999.

*27.5       Financial Data Schedule  containing  summary  financial  information
            extracted  from  the  Geodyne  Institutional/Pension  Energy  Income
            Limited  Partnership  P-5's financial  statements as of December 31,
            1999 and for the year ended December 31, 1999.

*27.6       Financial Data Schedule  containing  summary  financial  information
            extracted  from  the  Geodyne  Institutional/Pension  Energy  Income
            Limited  Partnership  P-6's financial  statements as of December 31,
            1999 and for the year ended December 31, 1999.

            All other Exhibits are omitted as inapplicable.

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


                                      F-56