FORM 10-K
                       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, 2003

Commission File Number:  P-1:  0-17800; 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 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: Texas                          P-1:  73-1330245
          P-3: Oklahoma                       P-3:  73-1336573
          P-4: Oklahoma                       P-4:  73-1341929
          P-5: Oklahoma                       P-5:  73-1353774
          P-6: 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 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
          -----

      Indicate by check mark whether the Registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Act).

            Yes         No      X
                  -----       -----

      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-K
                               TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES.................................................9
      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...................................24
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................30
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                  MARKET RISK...............................................45
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............45
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................46
      ITEM 9A.    CONTROLS AND PROCEDURES...................................46

PART III....................................................................46
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...46
      ITEM 11.    EXECUTIVE COMPENSATION....................................47
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................54
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............55
      ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES....................57

PART IV.....................................................................58
      ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................58

SIGNATURES..................................................................68





                                      -3-
<PAGE>




                                    PART I.

ITEM 1.     BUSINESS

      General

      The Geodyne  Institutional/Pension  Energy Income P-1 Limited  Partnership
(the "P-1 Partnership") is a limited  partnership 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-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-K
("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  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.



                                      -4-
<PAGE>



At December 31, 2003, Samson owned interests in approximately 14,000 oil and gas
wells  located in 20 states of the United  States and the  countries  of Canada,
Venezuela,  Russia,  and  Australia.  At  December  31,  2003,  Samson  operated
approximately 4,000 oil and gas wells located in 14 states of the United States,
as well as Canada, Venezuela, Russia, and Australia.

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

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

      As limited partnerships,  the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February  15,  2004,  Samson  employed  approximately  1,000  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].

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the "Partnership  Agreements"),  the Partnerships are scheduled to terminate on
December 31, 2005. However, the Partnership  Agreements provide that the General
Partner may extend the term of each  Partnership  for up to five  periods of two
years each. The General  Partner has not yet  determined  whether it will extend
the terms of any of the Partnerships.


      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.
However,  recent  substantial  increases  in the price of steel may increase the
costs of any future  workover,  recompletion or drilling  activities  indirectly
conducted by the Partnerships.


      Competition and Marketing

      The primary source of liquidity and Partnership cash  distributions  comes
from the net revenues  generated  from the sale of oil and gas produced from the
Partnerships'  oil and gas  properties.  The  level of net  revenues  is  highly
dependent  upon the total  volumes  of oil and  natural  gas  sold.  Oil and gas
reserves are depleting assets and will experience production declines over time,
thereby likely  resulting in reduced net revenues.  The level of net revenues is
also highly  dependent  upon the prices  received  for oil and gas sales,  which
prices have historically been very volatile and may continue to be so.




                                      -6-
<PAGE>




   Additionally,  lower oil and  natural gas prices may reduce the amount of oil
and gas that is economic to produce and reduce the  Partnerships'  revenues  and
cash flow.  Various factors beyond the Partnerships'  control will affect prices
for oil and natural gas, such as:

     *    Worldwide and domestic supplies of oil and natural gas;
     *    The ability of the members of the Organization of Petroleum  Exporting
          Countries   ("OPEC")  to  agree  upon  and  maintain  oil  prices  and
          production quotas;
     *    Political  instability or armed conflict in  oil-producing  regions or
          around major shipping areas;
     *    The level of consumer demand and overall economic activity;
     *    The competitiveness of alternative fuels;
     *    Weather conditions;
     *    The availability of pipelines for transportation; and
     *    Domestic and foreign government regulations and taxes.

      It is not  possible to predict the future  direction of oil or natural gas
prices or whether the above  discussed  trends  will  remain.  Operating  costs,
including General and Administrative  Expenses, may not decline over time or may
experience  only a gradual  decline,  thus  adversely  affecting net revenues as
either  production  or oil and natural  gas prices  decline.  In any  particular
period, net revenues may also be affected by either the receipt of proceeds from
property  sales  or the  incursion  of  additional  costs  as a  result  of well
workovers, recompletions, new well drilling, and other events.


      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, 2003:

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

       P-1           Cinergy Marketing Company
                       ("Cinergy")                             14.3%

       P-3           Cinergy                                   13.2%

       P-4           Eaglwing Trading, Inc.                    25.9%
                     Valero Industrial Gas LP                  22.8%

       P-5           Cinergy                                   27.0%
                     Enogex Services Corporation               18.3%
                     ONEOK Field Services Company              14.4%
                     Duke Energy Field Services
                       Inc. ("Duke")                           13.6%




                                      -7-
<PAGE>




       P-6           Duke                                      22.9%
                     Kinder Morgan, Inc.                       18.0%
                     Cinergy                                   15.2%

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

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


      Oil, Gas, and Environmental Control Regulations

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




                                      -8-
<PAGE>




      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.  In
particular,  many types of pollution and contamination can exist,  undiscovered,
for long periods of time and can result in substantial environmental liabilities
which are not insured.  The occurrence of an event which is not fully covered by
insurance could have a material  adverse effect on the  Partnerships'  financial
condition and results of operations in that it could negatively  impact the cash
flow received from the Net Profits Interests.



ITEM 2.     PROPERTIES

      Well Statistics

      The  following  table  sets  forth the  number of  productive  wells as of
December 31, 2003 in which the Partnerships had a Net Profits Interest which was
carved from a working interest.

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

                   P-1            821          680        141
                   P-3            862          700        162
                   P-4            193           90        103
                   P-5             79           21         58
                   P-6            132           35         97

---------------
(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.



                                      -9-
<PAGE>




      Drilling Activities

      During the year ended  December  31,  2003,  the  Partnerships  indirectly
participated (through their Net Profits Interests) in the developmental drilling
activities described below.

P-1 Partnership
                                          Revenue
    Well Name            County     St.   Interest    Type    Status
------------------      --------    ---   --------    ----    ---------
Wilson A #1             Roger
                          Mills     OK    0.0002      Gas     Producing
Davis, N B #15          Sutton      TX    0.0005      Gas     Producing
Cascabel #1 (RY)        Pecos       TX    0.0044      Gas     Producing
Shafter Lake San
  Adres Unit
  (8 new wells)         Andrews     TX    0.0017      Oil     Producing
Andrews Waterflood
  Unit (6 new
  wells)                Andrews     TX    0.0021      Oil     Producing
Aldwell #204 (RY)       Reagan      TX    0.0019      Oil     Producing
Estes, Kay #8           Sutton      TX    0.0046      Gas     Shut-in
Ingham 23 1/2 #1        Terrell     TX    0.0030      n/a     Dryhole
Nancy 8 Fed Com #1      Lea         NM    0.0030      n/a     Dryhole
Ira #1-29               Woods       OK    0.0028      n/a     Dryhole


P-3 Partnership
                                          Revenue
    Well Name            County     St.   Interest    Type    Status
------------------      --------    ---   --------    ----    ---------
Wilson A #1             Roger
                          Mills     OK    0.0002      Gas     Producing
Davis, N B #15          Sutton      TX    0.0006      Gas     Producing
Cascabel #1 (RY)        Pecos       TX    0.0055      Gas     Producing
Shafter Lake San
  Adres Unit
  (8 new wells)         Andrews     TX    0.0021      Oil     Producing
Andrews Waterflood
  Unit (6 new
  wells)                Andrews     TX    0.0026      Oil     Producing
Aldwell #204 (RY)       Reagan      TX    0.0024      Oil     Producing
Estes, Kay #8           Sutton      TX    0.0057      Gas     Shut-in
Duke #1-C               San Juan    NM    0.0001      Gas     Producing
Senter #1-B             San Juan    NM    0.0099      Gas     Producing
Ingham 23 1/2 #1        Terrell     TX    0.0038      n/a     Dryhole
Nancy 8 Fed Com #1      Lea         NM    0.0038      n/a     Dryhole
Ira #1-29               Woods       OK    0.0057      n/a     Dryhole



                                      -10-
<PAGE>




P-4 Partnership
                                          Revenue
    Well Name            County     St.   Interest     Type    Status
-------------------     --------    ---   --------     ----   ---------
Rancho Blanco #29       Webb        TX    0.0029       Gas    Producing
Duke #1-C               San Juan    NM    0.0002       Gas    Producing
Senter #1-B             San Juan    NM    0.0182       Gas    Producing
Ira #1-29               Woods       OK    0.0050       n/a    Dryhole
Peck #4-26              Caddo       OK    0.0038       Gas    Producing


P-5 Partnership
                                          Revenue
    Well Name            County     St.   Interest     Type    Status
-------------------     ---------   ---   --------     ----   ---------
Thomas #1-20            Washita     OK    0.0016       Gas    Producing
Tiffany #4-35           Haskell     OK    0.0029       Gas    Producing
Phillips #1-33          Latimer     OK    0.0003       Gas    Producing
Urchison #4-12H         Leflore     OK    0.0003       Gas    Producing
Smitherman #4-26H
  (RY)                  Haskell     OK    0.0005       Gas    Producing
Sutmiller #1-8          Leflore     OK    0.0050       Gas    Producing
Forster #1-34 (RY)      Pittsburg   OK    0.0011       Gas    Producing
Pixler 5-15H (RY)       Haskell     OK    0.0009       Gas    Producing
Cantrell 4-15H (RY)     Haskell     OK    0.0009       Gas    Producing
Wimberly #5-27H
  (RY)                  Haskell     OK    0.0001       Gas    Producing
Wimberly #3-27H
  (RY)                  Haskell     OK    0.0001       Gas    Producing
Ellis #1-23             Pittsburg   OK    0.0003       Gas    Producing
Beaver Mountain
  #1-14                 Haskell     OK    0.0040       Gas    Shut-in
Sugg 1895 #6            Irion       TX    0.0011       Gas    Producing
Sugg 1895 #7            Irion       TX    0.0011       Gas    Producing
Sugg AA 1894 #3         Irion       TX    0.0011       Oil    Producing
Renete #2-25            Stephens    OK    0.0019       Gas    Producing
Verner #1-11            Pittsburg   OK    0.0031       Gas    Producing
Hamilton #4-13          Pittsburg   OK    0.0053       Gas    Producing
Lindsey #1-11           Pittsburg   OK    0.0031       n/a    Well in Progress
McEntire #16-14         Atoka       OK    0.0001       n/a    Well in Progress


P-6 Partnership
                                          Revenue
    Well Name            County     St.   Interest     Type    Status
-------------------     ---------   ---   --------     ----   ---------
Thomas #1-20            Washita     OK    0.0005       Gas    Producing
Tiffany #4-35           Haskell     OK    0.0010       Gas    Producing
Phillips #1-33          Latimer     OK    0.0003       Gas    Producing
Urchison #4-12H         Leflore     OK    0.0001       Gas    Producing
Smitherman #4-26H
  (RY)                  Haskell     OK    0.0002       Gas    Producing



                                      -11-
<PAGE>



Sutmiller #1-8          Leflore     OK    0.0017       Gas    Producing
Forster #1-34 (RY)      Pittsburg   OK    0.0004       Gas    Producing
Pixler 5-15H (RY)       Haskell     OK    0.0003       Gas    Producing
Cantrell 4-15H (RY)     Haskell     OK    0.0003       Gas    Producing
Wimberly #5-27H
  (RY)                  Haskell     OK    0.0000       Gas    Producing
Wimberly #3-27H
  (RY)                  Haskell     OK    0.0000       Gas    Producing
Ellis #1-23             Pittsburg   OK    0.0001       Gas    Producing
Beaver Mountain
  #1-14                 Haskell     OK    0.0014       Gas    Shut-in
Sugg 1895 #6            Irion       TX    0.0012       Gas    Producing
Sugg 1895 #7            Irion       TX    0.0012       Gas    Producing
Sugg AA 1894 #3         Irion       TX    0.0012       Oil    Producing
St. 5075-36-11WA        Campbell    WY    0.0007       Gas    Shut-in
Renete #2-25            Stephens    OK    0.0007       Gas    Producing
St. 5075-36-41WA        Campbell    WY    0.0021       n/a    Well in Progress
St. 5075-36-13WA        Campbell    WY    0.0007       n/a    Well in Progress
St. 5075-36-23WA        Campbell    WY    0.0021       n/a    Well in Progress
St. 5075-36-33WA        Campbell    WY    0.0007       n/a    Well in Progress
St. 5075-36-31WA        Campbell    WY    0.0007       n/a    Well in Progress
Love 5075-14-21WA       Campbell    WY    0.0016       n/a    Well in Progress
Love 5075-14-11WA       Campbell    WY    0.0016       n/a    Well in Progress
Love 5075-11-43WA       Campbell    WY    0.0011       n/a    Well in Progress
Love 5075-14-13WA       Campbell    WY    0.0011       n/a    Well in Progress
Love 5075-11-41WA       Campbell    WY    0.0011       n/a    Well in Progress
Love 5075-11-33WA       Campbell    WY    0.0005       n/a    Well in Progress
Love 5075-11-43CO       Campbell    WY    0.0011       n/a    Well in Progress
Love 5075-11-41CO       Campbell    WY    0.0011       n/a    Well in Progress
Love 5075-14-13CO       Campbell    WY    0.0011       n/a    Well in Progress
Love 5075-14-33WA       Campbell    WY    0.0021       n/a    Well in Progress
Love 5075-14-11CO       Campbell    WY    0.0016       n/a    Well in Progress
Love 5075-14-23WA       Campbell    WY    0.0021       n/a    Well in Progress
Love 5075-11-33CO       Campbell    WY    0.0005       n/a    Well in Progress
Love 5075-14-33CO       Campbell    WY    0.0021       n/a    Well in Progress
Love 5075-14-21CO       Campbell    WY    0.0016       n/a    Well in Progress
Love 5075-14-23CO       Campbell    WY    0.0021       n/a    Well in Progress
St. 5075-36-43WA        Campbell    WY    0.0021       n/a    Well in Progress
Verner #1-11            Pittsburg   OK    0.0011       Gas    Producing
Hamilton #4-13 (RY)     Pittsburg   OK    0.0018       Gas    Producing
Lindsey #1-11 (RY)      Pittsburg   OK    0.0011       n/a    Well in Progress
McEntire #16-14         Atoka       OK    0.0000       n/a    Well in Progress

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


      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.



                                      -12-
<PAGE>




                              Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       2003           2002           2001
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        18,624         20,652         23,073
      Gas (Mcf)                        284,754        286,109        290,969

   Oil and gas sales(1):
      Oil                           $  528,059     $  490,488     $  558,898
      Gas                            1,211,241        767,070      1,052,513
                                     ---------      ---------      ---------
         Total                      $1,739,300     $1,257,558     $1,611,411
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $28.35         $23.75         $24.22
      Per Mcf of gas                      4.25           2.68           3.62

----------
(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 $369,142,
     $264,289,  and $315,902,  respectively,  of production expenses incurred by
     the Affiliated Programs.



                                      -13-
<PAGE>





                              Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       2003           2002           2001
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        23,935         26,541         29,759
      Gas (Mcf)                        425,803        433,484        447,621

   Oil and gas sales(1):
      Oil                           $  679,074     $  630,058     $  721,740
      Gas                            1,868,433      1,190,447      1,653,444
                                     ---------      ---------      ---------
         Total                      $2,547,507     $1,820,505     $2,375,184
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $28.37         $23.74         $24.25
      Per Mcf of gas                      4.39           2.75           3.69

----------
(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 $554,400, $409,030, and $488,607,  respectively, of production expenses
      incurred by the Affiliated Programs.



                                      -14-
<PAGE>



                              Net Production Data

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

                                            Year Ended December 31,
                                    ----------------------------------------
                                       2003           2002           2001
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        21,439         26,054         38,934
      Gas (Mcf)                        258,598        444,617        388,416

   Oil and gas sales(1):
      Oil                           $  635,920     $  630,272     $  960,023
      Gas                            1,347,340      1,257,617      1,669,588
                                     ---------      ---------      ---------
         Total                      $1,983,260     $1,887,889     $2,629,611
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $29.66         $24.19         $24.66
      Per Mcf of gas                      5.21           2.83           4.30

----------
(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 $410,201,
     $455,891,  and $487,414,  respectively,  of production expenses incurred by
     the Affiliated Programs.



                                      -15-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2003           2002           2001
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                         6,364          6,223          4,781
      Gas (Mcf)                        313,632        386,565        438,194

   Oil and gas sales(1):
      Oil                           $  190,969     $  150,253     $  122,654
      Gas                            1,455,150      1,102,856      1,925,638
                                     ---------      ---------      ---------
         Total                      $1,646,119     $1,253,109     $2,048,292
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $30.01         $24.14         $25.65
      Per Mcf of gas                      4.64           2.85           4.39

----------
(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 $365,469,
     $367,327,  and $405,549,  respectively,  of production expenses incurred by
     the Affiliated Programs.




                                      -16-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2003           2002           2001
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        15,939         15,089         13,190
      Gas (Mcf)                        577,123        636,758        678,969

   Oil and gas sales(1):
      Oil                           $  460,400     $  355,875     $  330,103
      Gas                            2,638,742      1,840,127      2,687,675
                                     ---------      ---------      ---------
         Total                      $3,099,142     $2,196,002     $3,017,778
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $28.89         $23.59         $25.03
      Per Mcf of gas                      4.57           2.89           3.96

----------
(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 $751,876,
     $719,751,  and $735,303,  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, 2003 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,  2003.  Such prices were not
escalated  except in  certain  circumstances  where  escalations  were fixed and
readily determinable in accordance with applicable contract provisions.  Oil and
gas  prices  at  December  31,  2003  ($29.25  per  barrel  and  $5.77  per Mcf,
respectively) were higher than the prices in effect on December 31, 2002 ($28.00
per barrel and $4.74 per Mcf, respectively). This increase in oil and gas prices
has caused the estimates of remaining economically recoverable reserves, as well
as the values  placed on said  reserves,  at December 31, 2003 to be higher than
such  estimates and values at December 31, 2002.  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, 2003. There can be no assurance that the prices used in calculating
the net present value of the Partnerships'  proved reserves at December 31, 2003
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  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.



                                      -18-
<PAGE>




                              Proved Reserves and
                              Net Present Values
                             From Proved Reserves

                          As of December 31, 2003(1)

P-1 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,266,710
      Oil and liquids (Bbls)                                       208,273

   Net present value (discounted at 10% per annum)             $ 7,346,507


P-3 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,719,305
      Oil and liquids (Bbls)                                       276,495

   Net present value (discounted at 10% per annum)             $11,351,122


P-4 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,098,543
      Oil and liquids (Bbls)                                        65,990

   Net present value (discounted at 10% per annum)             $ 6,828,512


P-5 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,346,641
      Oil and liquids (Bbls)                                        47,470

   Net present value (discounted at 10% per annum)             $ 6,052,433


P-6 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  4,110,686
      Oil and liquids (Bbls)                                       125,839

   Net present value (discounted at 10% per annum)             $10,326,528

---------
(1)   Includes certain gas balancing adjustments which cause the gas volumes and
      net present values to differ from the reserve reports



                                      -19-
<PAGE>



      which were prepared by the General Partner and reviewed by Ryder Scott.

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


Significant Properties

      The   following   table  sets  forth  the  number  and   percent  of  each
Partnership's  total wells which are operated by affiliates of the  Partnerships
as of December 31, 2003:

                                      Operated Wells
                          ----------------------------------
                          Partnership     Number     Percent
                          -----------     ------     -------
                             P-1            31          1%
                             P-3            52          2%
                             P-4            20          8%
                             P-5            86         33%
                             P-6           125         39%

      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 Permian Basin is located in west Texas and southeast New Mexico.



                                      -20-
<PAGE>





                 Significant Properties as of December 31, 2003
                 -----------------------------------------------

                                Wells
                             Operated by
                             Affiliates      Oil         Gas
                   Total     -----------   Reserves    Reserves       Present
Basin              Wells     Number %(1)    (Bbl)       (Mcf)          Value
-------------      -----     ------ ----   --------    ---------    ----------
P-1 P/ship:
  Permian          2,029        2      -   196,943    1,347,358    $4,673,107
  Anadarko            72       23     32%    2,579      862,421     2,421,951

P-3 P/ship:
  Permian          2,029        2      -   248,240    1,705,591    $5,906,821
  Anadarko            72       23     32%    4,149    1,357,214     3,760,341
  South. Ok.
   Folded Belt        25       21     84%   12,314      448,890     1,123,993

P-4 P/ship:
  Gulf Coast         113        4      4%   59,335      743,331    $3,412,541
  Anadarko            47       14     30%    3,025      972,009     2,595,907

P-5 P/ship:
  Anadarko            86       25     29%    4,369    1,367,920    $3,650,052
  South. Ok.
   Folded Belt        25        -      -    21,527      545,175     1,433,292
  Permian             36       32     89%   21,379      375,448       736,810

P-6 P/ship:
  Anadarko            86       25     29%    2,688     1,353,955   $3,567,528
  Gulf Coast          16        5     31%    9,226       710,685    2,005,113
  East Texas           4        3     75%    3,142       909,741    1,947,347
  South. Ok.
   Folded Belt        39       13     33%   85,649       343,518    1,481,856

-------------------------------
(1) Percent of the Partnership's  total wells in the basin which are operated by
    affiliates of the Partnership.

      Following is a description of those oil and gas properties whose revisions
in the estimated  proved  reserves  (based on  equivalent  barrels of oil) as of
December 31, 2003,  as compared to December 31, 2002,  were  significant  to the
Partnerships.

      The P-4 Partnership's  estimated proved reserves  increased  approximately
55,000 barrels of oil equivalent in the Amoco Fee #3 located in Jefferson  Davis
Parish, Louisiana from December 31, 2002 to December 31, 2003. This increase was
primarily  due to a revised  forecast  in  reserves  based on actual  production
experience.





                                      -21-
<PAGE>




      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, 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 2003.


                                    PART II.

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As of March 3, 2004, 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              708
                 P-3             169,637            1,213
                 P-4             126,306              820
                 P-5             118,449              897
                 P-6             143,041              691




                                      -22-
<PAGE>




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

                      2002                           2003               2004
            -------------------------     -------------------------     ----
            1st    2nd    3rd    4th      1st     2nd    3rd   4th      1st
P/ship      Qtr.   Qtr.   Qtr.   Qtr.     Qtr.    Qtr.   Qtr.  Qtr.     Qtr.
------      ----   ----   ----   ----     ----    ----   ----  ----     ----

 P-1        $20    $19    $23    $21      $19     $18    $28   $25      $22
 P-3         19     19     22     20       18      17     28    25       23
 P-4         16     14     22     19       17      15     22    19       17
 P-5         13     12     17     16       15      13     25    21       20
 P-6         21     20     24     22       21      18     32    29       26

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


      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



                                      -23-
<PAGE>



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 2002 and 2003 and the first quarter of 2004:

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

                                 2002
            -----------------------------------------------
              1st           2nd          3rd          4th
   P/ship   Quarter       Quarter      Quarter      Quarter
   ------   -------       -------      -------      -------
    P-1      $1.64         $ .69        $1.35        $1.53
    P-3       1.52           .63         1.20         1.37
    P-4       3.20          1.43         1.74         2.48
    P-5       1.16           .89         1.25         1.31
    P-6       1.23          1.47         1.89         1.79


                                 2003                              2004
            -----------------------------------------------       -------
              1st           2nd          3rd          4th           1st
   P/ship   Quarter       Quarter    Quarter        Quarter       Quarter
   ------   -------       -------    -------        -------       -------
    P-1      $2.04         $1.67        $3.05        $2.79         $2.63
    P-3       1.80          1.51         2.82         2.49          2.36
    P-4       1.81          2.41         3.27         2.58          1.91
    P-5       1.15          2.12         2.31         2.58          1.66
    P-6       1.16          2.73         4.43         3.49          2.76


ITEM 6.     SELECTED FINANCIAL DATA

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




                                      -24-
<PAGE>



<TABLE>


                                                 Selected Financial Data

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

                                          2003           2002              2001            2000             1999
                                      ------------    ------------     ------------    ------------     ------------

<S>                                    <C>             <C>              <C>             <C>              <C>
Net Profits                            $1,370,158      $  993,269       $1,295,509      $1,250,585       $  802,539
Net Income:
   Limited Partners                     1,070,553         686,720          899,400         945,012          443,201
   General Partner                        126,336          87,636          115,696         116,609           65,862
   Total                                1,196,889         774,356        1,015,096       1,061,621          509,063
Limited Partners' Net
   Income per Unit                           9.91            6.35             8.32            8.74             4.10
Limited Partners' Cash
   Distributions per Unit                    9.55            5.21            11.60            7.92             4.32
Total Assets                            1,271,859       1,230,892        1,090,742       1,457,182        1,354,470
Partners' Capital (Deficit)
   Limited Partners                     1,330,572       1,292,019        1,168,299       1,521,899        1,431,887
   General Partner                    (    58,713)    (    61,127)     (    77,557)    (    64,717)     (    77,417)
Number of Units
   Outstanding                            108,074         108,074          108,074         108,074          108,074

</TABLE>



                                      -25-
<PAGE>




<TABLE>


                                                 Selected Financial Data

                                                     P-3 Partnership
                                                     ---------------
<CAPTION>

                                       2003            2002             2001            2000             1999
                                   ------------    ------------     ------------    ------------     ------------

<S>                                 <C>             <C>              <C>             <C>              <C>
Net Profits                         $1,993,107      $1,411,475       $1,886,577      $1,811,298       $1,155,814
Net Income:
   Limited Partners                  1,540,460         949,607        1,277,744       1,356,720          635,523
   General Partner                     182,540         122,969          167,610         152,174           45,011
   Total                             1,723,000       1,072,576        1,445,354       1,508,894          680,534
Limited Partners' Net
   Income per Unit                        9.08            5.60             7.53            8.00             3.75
Limited Partners' Cash
   Distributions per
   Unit                                   8.62            4.72            10.83            7.36             4.17
Total Assets                         1,971,380       1,889,346        1,719,156       2,265,592        2,131,160
Partners' Capital
   (Deficit)
   Limited Partners                  2,018,400       1,940,940        1,793,333       2,352,589        2,244,869
   General Partner                 (    47,020)    (    51,594)     (    74,177)    (    86,997)     (   113,709)
Number of Units
   Outstanding                         169,637         169,637          169,637         169,637          169,637

</TABLE>


                                      -26-
<PAGE>


<TABLE>

                                                   Selected Financial Data

                                                     P-4 Partnership
                                                     ---------------
<CAPTION>

                                          2003            2002             2001            2000             1999
                                      ------------    ------------     ------------    ------------     ------------

<S>                                    <C>             <C>              <C>             <C>              <C>
Net Profits                            $1,573,059      $1,431,998       $2,142,197      $1,596,276       $  746,854
Net Income:
   Limited Partners                     1,181,958         878,439        1,560,544       1,187,175          367,583
   General Partner                        140,282         124,069          196,368         143,717           36,289
   Total                                1,322,240       1,002,508        1,756,912       1,330,892          403,872
Limited Partners' Net
   Income per Unit                           9.36            6.95            12.36            9.40             2.91
Limited Partners' Cash
   Distributions per Unit                   10.07            8.85            14.71            6.60             3.54
Total Assets                            1,076,763       1,176,251        1,401,980       1,716,358        1,337,559
Partners' Capital (Deficit)
   Limited Partners                     1,142,996       1,234,038        1,473,599       1,771,055        1,417,880
   General Partner                    (    66,233)    (    57,787)     (    71,619)    (    54,697)     (    80,321)
Number of Units
   Outstanding                            126,306         126,306          126,306         126,306          126,306


</TABLE>


                                      -27-
<PAGE>



<TABLE>

                                                 Selected Financial Data

                                                     P-5 Partnership
                                                     ---------------
<CAPTION>

                                       2003            2002             2001            2000             1999
                                   ------------    ------------     ------------    ------------     ------------

<S>                                 <C>             <C>              <C>             <C>              <C>
Net Profits                         $1,280,650      $  885,782       $1,642,743      $1,433,743       $  856,442
Net Income:
   Limited Partners                    975,641         607,695        1,351,070       1,184,263          519,222
   General Partner                      78,297          36,219           75,627          64,906           34,149
   Total                             1,053,938         643,914        1,426,697       1,249,169          553,371
Limited Partners' Net
   Income per Unit                        8.24            5.13            11.41           10.00             4.38
Limited Partners' Cash
   Distributions per Unit                 8.16            4.61            16.85            7.64             4.66
Total Assets                           953,771         930,874          863,504       1,522,340        1,235,321
Partners' Capital (Deficit)
   Limited Partners                  1,009,628       1,000,987          938,292       1,583,222        1,303,959
   General Partner                 (    59,667)    (    70,113)     (    74,788)    (    60,882)     (    68,638)
Number of Units
   Outstanding                         118,449         118,449          118,449         118,449         118,449


</TABLE>


                                      -28-
<PAGE>


<TABLE>


                                                 Selected Financial Data

                                                     P-6 Partnership
                                                     ---------------
<CAPTION>

                                        2003              2002             2001             2000             1999
                                     -----------      ------------     ------------     ------------     ------------

<S>                                  <C>               <C>              <C>              <C>              <C>
Net Profits                          $2,347,266        $1,476,251       $2,282,475       $2,468,159       $1,340,784
Net Income:
   Limited Partners                   1,813,666           999,684        1,833,293        1,897,956          796,190
   General Partner                      215,343           129,102          130,157          112,363           55,301
   Total                              2,029,009         1,128,786        1,963,450        2,010,319          851,491
Limited Partners' Net
   Income per Unit                        12.68              6.99            12.82            13.27             5.57
Limited Partners' Cash
   Distributions per Unit                 11.81              6.38            20.23            11.17             7.10
Total Assets                          1,831,927         1,660,818        1,552,953        2,625,065        2,314,214
Partners' Capital (Deficit)
   Limited Partners                   1,853,213         1,728,547        1,640,863        2,700,570        2,400,614
   General Partner                  (    60,944)      (    67,729)     (    87,910)     (    75,505)     (    86,400)
Number of Units
   Outstanding                          143,041           143,041          143,041          143,041          143,041

</TABLE>


                                      -29-
<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  primary  source of
liquidity  and  Partnership  cash  distributions  comes  from  the net  revenues
generated from the sale of oil and gas produced from the  Partnerships'  oil and
gas  properties.  The level of net revenues is highly  dependent upon the prices
received  for oil and gas  sales,  which  prices  have  historically  been  very
volatile  and may  continue  to be so.  Additionally,  lower oil and natural gas
prices  may reduce the  amount of oil and gas that is  economic  to produce  and
reduce the  Partnerships'  revenues and cash flow.  Various  factors  beyond the
Partnerships' control will affect prices for oil and natural gas, such as:





                                      -30-
<PAGE>



     *    Worldwide and domestic supplies of oil and natural gas;
     *    The ability of the members of the Organization of Petroleum  Exporting
          Countries   ("OPEC")  to  agree  upon  and  maintain  oil  prices  and
          production quotas;
     *    Political  instability or armed conflict in  oil-producing  regions or
          around major shipping areas;
     *    The level of consumer demand and overall economic activity;
     *    The competitiveness of alternative fuels;
     *    Weather conditions;
     *    The availability of pipelines for transportation; and
     *    Domestic and foreign government regulations and taxes.

      It is not  possible to predict the future  direction of oil or natural gas
prices or whether the above  discussed  trends  will  remain.  Operating  costs,
including General and Administrative  Expenses, may not decline over time or may
experience  only a gradual  decline,  thus  adversely  affecting net revenues as
either  production  or oil and natural  gas prices  decline.  In any  particular
period, net revenues may also be affected by either the receipt of proceeds from
property  sales  or the  incursion  of  additional  costs  as a  result  of well
workovers, recompletions, new well drilling, and other events.

      In addition to pricing, the level of net revenues is also highly dependent
upon the total  volumes of oil and natural gas sold.  Oil and gas  reserves  are
depleting  assets and will  experience  production  declines over time,  thereby
likely  resulting  in  reduced  net  revenues.  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  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 wells  owned by the  Partnerships,  these
factors  are  generally  not  material  as  compared  to the  normal  decline in
production experienced on all remaining wells.



                                      -31-
<PAGE>




      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, 2003 as compared to the year ended
December  31, 2002 and for the year ended  December  31, 2002 as compared to the
year ended December 31, 2001.


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

                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total Net Profits increased  $376,889 (37.9%) in 2003 as compared to 2002.
Of this increase, approximately $86,000 and $448,000, respectively, were related
to increases in the average  prices of oil and gas sold.  These  increases  were
partially  offset by  decreases  of  approximately  (i)  $105,000  related to an
increase  in  production  expenses  and (ii)  $48,000  related to a decrease  in
volumes of oil sold.  Volumes of oil and gas sold  decreased  2,028  barrels and
1,355 Mcf, respectively, in 2003 as compared to 2002. The increase in production
expenses was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales and (ii)  workover  expenses  incurred on
several  wells during 2003.  Average oil and gas prices  increased to $28.35 per
barrel and $4.25 per Mcf, respectively, in 2003 from $23.75 per barrel and $2.68
per Mcf, respectively, in 2002.

      Depletion of Net Profits  Interests  decreased  $35,346 (30.7%) in 2003 as
compared to 2002. This decrease was primarily due to (i) upward revisions in the
estimates  of  remaining  oil and gas reserves at December 31, 2003 and (ii) two
significant  wells  being fully  depleted  in 2002 due to the lack of  remaining
economically  recoverable reserves. As a percentage of Net Profits, this expense
decreased  to 5.8% in 2003 from  11.6% in 2002.  This  percentage  decrease  was
primarily due to (i) the increases in the average prices of oil and gas sold and
(ii) the dollar decrease in Depletion of Net Profits Interests.

      General and administrative  expenses remained  relatively constant in 2003
and 2002. As a percentage of Net Profits,  these expenses  decreased to 10.4% in
2003 from 14.4% in 2002.  This  percentage  decrease  was  primarily  due to the
increase in Net Profits.




                                      -32-
<PAGE>




      Cumulative cash distributions to the Limited Partners through December 31,
2003 were $15,652,558 or 144.83% of Limited Partners' capital contributions.


                     Year Ended December 31, 2002 Compared
                        to Year Ended December 31, 2001
                    --------------------------------------

      Total Net Profits decreased  $302,240 (23.3%) in 2002 as compared to 2001.
Of this  decrease,  approximately  (i) $268,000 was related to a decrease in the
average  price of gas sold and (ii) $59,000 was related to a decrease in volumes
of  oil  sold.   These  decreases  were  partially  offset  by  an  increase  of
approximately  $52,000 related to a decrease in production expenses.  Volumes of
oil and gas sold decreased 2,421 barrels and 4,860 Mcf, respectively, in 2002 as
compared  to 2001.  The  decrease  in volumes of oil sold was  primarily  due to
normal declines in production. The decrease in production expenses was primarily
due to (i) workover  expenses  incurred on several  wells during 2001 and (ii) a
decrease in production  taxes associated with the decrease in oil and gas sales.
Average  oil and gas  prices  decreased  to $23.75 per barrel and $2.68 per Mcf,
respectively, in 2002 from $24.22 per barrel and $3.62 per Mcf, respectively, in
2001.

      Depletion of Net Profits  Interests  decreased  $53,312 (31.6%) in 2002 as
compared to 2001.  This  decrease was  primarily  due to (i) several wells being
fully  depleted  in  2001  due to  lack of  remaining  economically  recoverable
reserves and (ii) the  decreases in volumes of oil and gas sold. As a percentage
of Net Profits, this expense decreased to 11.6% in 2002 from 13.0% in 2001. This
percentage decrease was primarily due to the dollar decrease in Depletion of Net
Profits Interests.

      General and  administrative  expenses  increased  $3,789 (2.7%) in 2002 as
compared to 2001. As a percentage of Net Profits,  these  expenses  increased to
14.4% in 2002 from 10.7% in 2001. This percentage  increase was primarily due to
the decrease in Net Profits.


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

                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total Net Profits increased  $581,632 (41.2%) in 2003 as compared to 2002.
Of this  increase,  approximately  $111,000  and  $699,000,  respectively,  were
related to increases in the average prices of oil and gas sold.  These increases
were partially offset by decreases of approximately (i) $145,000 related to an



                                      -33-
<PAGE>



increase  in  production  expenses  and (ii)  $62,000  related to a decrease  in
volumes of oil sold.  Volumes of oil and gas sold  decreased  2,606  barrels and
7,681 Mcf, respectively, in 2003 as compared to 2002. The increase in production
expenses was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales and (ii)  workover  expenses  incurred on
several  wells during 2003.  Average oil and gas prices  increased to $28.37 per
barrel and $4.39 per Mcf, respectively, in 2003 from $23.74 per barrel and $2.75
per Mcf, respectively, in 2002.

      Depletion of Net Profits  Interests  decreased  $56,228 (31.7%) in 2003 as
compared to 2002. This decrease was primarily due to (i) upward revisions in the
estimates  of  remaining  oil and gas reserves at December 31, 2003 and (ii) two
significant  wells  being fully  depleted  in 2002 due to the lack of  remaining
economically  recoverable reserves. As a percentage of Net Profits, this expense
decreased  to 6.1% in 2003 from  12.6% in 2002.  This  percentage  decrease  was
primarily due to (i) the increases in the average prices of oil and gas sold and
(ii) the dollar decrease in Depletion of Net Profits Interests.

      General and administrative  expenses remained  relatively constant in 2003
and 2002. As a percentage of Net Profits,  these expenses  decreased to 10.6% in
2003 from 15.0% in 2002.  This  percentage  decrease  was  primarily  due to the
increase in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2003 were $21,817,401 or 128.61% of Limited Partners' capital contributions.


                     Year Ended December 31, 2002 Compared
                        to Year Ended December 31, 2001
                    --------------------------------------

      Total Net Profits decreased  $475,102 (25.2%) in 2002 as compared to 2001.
Of this  decrease,  approximately  (i) $411,000 was related to a decrease in the
average  price of gas sold and (ii)  $78,000  and  $52,000,  respectively,  were
related  to  decreases  in  volumes of oil and gas sold.  These  decreases  were
partially offset by an increase of  approximately  $80,000 related to a decrease
in production expenses.  Volumes of oil and gas sold decreased 3,218 barrels and
14,137 Mcf,  respectively,  in 2002 as compared to 2001. The decrease in volumes
of oil sold was primarily due to normal declines in production.  The decrease in
production  expenses  was  primarily  due to (i) workover  expenses  incurred on
several  wells during 2001 and (ii) a decrease in  production  taxes  associated
with the decrease in oil and gas sales.  Average oil and gas prices decreased to
$23.74  per  barrel  and $2.75 per Mcf,  respectively,  in 2002 from  $24.25 per
barrel and $3.69 per Mcf, respectively, in 2001.




                                      -34-
<PAGE>




      Depletion of Net Profits  Interests  decreased  $95,076 (34.9%) in 2002 as
compared to 2001.  This  decrease was  primarily  due to (i) several wells being
fully  depleted in 2001 due to the lack of  remaining  economically  recoverable
reserves and (ii) the  decreases in volumes of oil and gas sold. As a percentage
of Net Profits, this expense decreased to 12.6% in 2002 from 14.4% in 2001. This
percentage decrease was primarily due to the dollar decrease in Depletion of Net
Profits Interests.

      General and  administrative  expenses  increased  $4,517 (2.2%) in 2002 as
compared to 2001. As a percentage of Net Profits,  these  expenses  increased to
15.0% in 2002 from 11.0% in 2001. This percentage  increase was primarily due to
the decrease in Net Profits.


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

                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total Net Profits  increased  $141,061 (9.9%) in 2003 as compared to 2002.
Of this increase  approximately  (i) $117,000 and $616,000,  respectively,  were
related to increases in the average  prices of oil and gas sold and (ii) $46,000
was related to a decrease in production expenses. These increases were partially
offset by  decreases  of  approximately  $112,000  and  $526,000,  respectively,
related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold
decreased  4,615 barrels and 186,019 Mcf,  respectively,  in 2003 as compared to
2002.  The decrease in volumes of oil sold was primarily due to normal  declines
in production.  This decrease was partially  offset by an increase in production
during 2003 on one significant well due to the successful  workover of that well
in mid 2002.  The  decrease  in  volumes  of gas sold was  primarily  due to (i)
positive prior period gas balancing  adjustments on two significant wells during
2002,  (ii) normal  declines in production,  and (iii) a substantial  decline in
production on one  significant  well  following a workover of that well in early
2002.  The well with a  substantial  decline in  production  is not  expected to
return to its previous  high levels of  production.  The decrease in  production
expense was primarily due to a decrease in lease operating  expenses  associated
with the  decreases  in volumes of oil and gas sold.  Average oil and gas prices
increased  to $29.66 per barrel  and $5.21 per Mcf,  respectively,  in 2003 from
$24.19 per barrel and $2.83 per Mcf, respectively, in 2002.

      Depletion of Net Profits Interests  decreased  $176,418 (65.7%) in 2003 as
compared to 2002.  This  decrease  was  primarily  due to (i) the  decreases  in
volumes of oil and gas sold, (ii) several wells being fully depleted in 2002 due
to the lack of



                                      -35-
<PAGE>



remaining  economically  recoverable reserves, and (iii) upward revisions in the
estimates  of  remaining  oil  and gas  reserves  at  December  31,  2003.  As a
percentage of Net Profits,  this expense decreased to 5.9% in 2003 from 18.8% in
2002.  This  percentage  decrease was  primarily  due to the dollar  decrease in
depletion of Net Profits Interests.

      General and  administrative  expenses  increased  $2,382 (1.5%) in 2003 as
compared to 2002. As a percentage of Net Profits,  these  expenses  decreased to
10.2% in 2003 from 11.1% in 2002.

      Cumulative cash distributions to the Limited Partners through December 31,
2003 were $17,717,945 or 140.28% of Limited Partners' capital contributions.


                     Year Ended December 31, 2002 Compared
                        to Year Ended December 31, 2001
                    --------------------------------------

      Total Net Profits decreased  $710,199 (33.2%) in 2002 as compared to 2001.
Of this  decrease,  approximately  (i) $654,000 was related to a decrease in the
average price of gas sold and (ii) $318,000 was related to a decrease in volumes
of  oil  sold.   These  decreases  were  partially  offset  by  an  increase  of
approximately $242,000 related to an increase in volumes of gas sold. Volumes of
oil sold decreased  12,880 barrels,  while volumes of gas sold increased  56,201
Mcf in 2002 as  compared  to  2001.  The  decrease  in  volumes  of oil sold was
primarily  due  to  (i)  normal  declines  in  production  and  (ii)  production
difficulties on one significant well during 2002. The increase in volumes of gas
sold was primarily due to (i) positive prior period gas balancing adjustments on
two  significant  wells  during  2002,  (ii) an  increase in  production  on one
significant  well due to the  workover of that well during late 2001,  and (iii)
the P-4  Partnership  receiving  an  increased  percentage  of sales on  another
significant  well  during  2002  due  to gas  balancing.  These  increases  were
partially  offset by (i) normal declines in production and (ii) depletion of all
gas reserves on one significant  well during 2002. As of the date of this Annual
Report,  management does not expect the gas balancing adjustment to continue for
the  foreseeable  future.  Average  oil and gas prices  decreased  to $24.19 per
barrel and $2.83 per Mcf, respectively, in 2002 from $24.66 per barrel and $4.30
per Mcf, respectively, in 2001.

      Depletion of Net Profits  Interests  increased  $21,228  (8.6%) in 2002 as
compared to 2001.  This increase was primarily due to (i) downward  revisions in
the  estimates of  remaining  oil reserves at December 31, 2002 and (ii) several
other  wells  being  fully  depleted  in  2002  due to  the  lack  of  remaining
economically  recoverable reserves. These increases were partially offset by two
significant  wells  being fully  depleted  in 2001 due to the lack of  remaining
economically recoverable reserves. As a



                                      -36-
<PAGE>



percentage of Net Profits, this expense increased to 18.8% in 2002 from 11.5% in
2001. This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.

      General and  administrative  expenses  increased  $2,168 (1.4%) in 2002 as
compared to 2001. As a percentage of Net Profits,  these  expenses  increased to
11.1% in 2002 from 7.3% in 2001. This  percentage  increase was primarily due to
the decrease in Net Profits.


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

                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total Net Profits increased  $394,868 (44.6%) in 2003 as compared to 2002.
Of this  increase,  approximately  $560,000  was  related to an  increase in the
average price of gas sold,  which increase was partially offset by a decrease of
approximately  $208,000 related to a decrease in volumes of gas sold. Volumes of
oil sold increased 141 barrels,  while volumes of gas sold decreased  72,933 Mcf
in 2003 as compared to 2002.  The decrease in volumes of gas sold was  primarily
due to (i)  normal  declines  in  production  and  (ii) the  shutting-in  of two
significant  wells during 2003 in order to perform workovers on those wells. One
of the shut-in wells has already returned to production and the operator has not
yet  determined  when the other  shut-in well will return to  production.  These
decreases were partially offset by the successful  completion of one significant
well in early 2003.  Average oil and gas prices  increased  to $30.01 per barrel
and $4.64 per Mcf,  respectively,  in 2003 from  $24.14 per barrel and $2.85 per
Mcf, respectively, in 2002.

      Depletion of Net Profits  Interests  decreased  $23,575 (22.8%) in 2003 as
compared to 2002. This decrease was primarily due to (i) two  significant  wells
being  fully  depleted  in  2002  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,
2003.  These  decreases  were  partially  offset by one  significant  well being
substantially  depleted  in  2003  due to the  lack  of  remaining  economically
recoverable  reserves. As a percentage of Net Profits, this expense decreased to
6.2% in 2003 from 11.7% in 2002. This  percentage  decrease was primarily due to
the increases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $2,350 (1.6%) in 2003 as
compared to 2002. As a percentage of Net Profits,  these  expenses  decreased to
11.9% in 2003 from 16.9% in 2002. This percentage  decrease was primarily due to
the increase in Net Profits.



                                      -37-
<PAGE>




      The P-5  Partnership  achieved  payout  during the third  quarter of 2003.
After payout, operations and revenues for the P-5 Partnership have been and will
be allocated using after payout percentages.  After payout percentages  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,
2003 were $12,390,759 or 104.61% of Limited Partners' capital contributions.


                     Year Ended December 31, 2002 Compared
                        to Year Ended December 31, 2001
                    --------------------------------------

      Total Net Profits decreased  $756,961 (46.1%) in 2002 as compared to 2001.
Of this  decrease,  approximately  (i) $596,000 was related to a decrease in the
average price of gas sold and (ii) $227,000 was related to a decrease in volumes
of gas sold.  Volumes of oil sold increased 1,442 barrels,  while volumes of gas
sold  decreased  51,629 Mcf in 2002 as compared to 2001. The increase in volumes
of  oil  sold  was  primarily  due  to  (i) an  increase  in  production  on one
significant well due to the successful recompletion of that well during mid 2002
and (ii)  positive  prior period  volume  adjustments  on two other wells during
2002.  The  decrease  in  volumes  of gas sold was  primarily  due to (i) normal
declines in production and (ii) the shutting-in of one  significant  well due to
production  difficulties  during  2002.  As of the date of this  Annual  Report,
management does not expect the shut-in well to return to production. Average oil
and gas prices  decreased to $24.14 per barrel and $2.85 per Mcf,  respectively,
in 2002 from $25.65 per barrel and $4.39 per Mcf, respectively, in 2001.

      Depletion of Net Profits  Interests  decreased  $24,086 (18.9%) in 2002 as
compared to 2001.  This decrease was primarily due to (i) one  significant  well
being  fully  depleted  in  2001  due  to the  lack  of  remaining  economically
recoverable  reserves  and (ii) the  decrease  in  volumes  of gas  sold.  These
decreases were partially offset by two significant wells being fully depleted in
2002  due to the  lack of  remaining  economically  recoverable  reserves.  As a
percentage of Net Profits,  this expense increased to 11.7% in 2002 from 7.7% in
2001. This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.

      General and  administrative  expenses  increased  $2,040 (1.4%) in 2002 as
compared to 2001. As a percentage of Net Profits,  these  expenses  increased to
16.9% in 2002 from 9.0% in 2001. This  percentage  increase was primarily due to
the decrease in Net Profits.



                                      -38-
<PAGE>



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

                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total Net Profits increased  $871,015 (59.0%) in 2003 as compared to 2002.
Of this  increase,  approximately  $971,000  was  related to an  increase in the
average price of gas sold,  which increase was partially offset by a decrease of
approximately  $172,000 related to a decrease in volumes of gas sold. Volumes of
oil sold increased 850 barrels,  while volumes of gas sold decreased  59,635 Mcf
in 2003 as compared to 2002.  Average oil and gas prices increased to $28.89 per
barrel and $4.57 per Mcf, respectively, in 2003 from $23.59 per barrel and $2.89
per Mcf, respectively, in 2002.

      Depletion of Net Profits  Interests  decreased  $39,752 (21.7%) in 2003 as
compared to 2002.  This  decrease was  primarily  due to (i) several wells being
fully  depleted in 2002 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, 2003.  These
decreases  were partially  offset by one  significant  well being  substantially
depleted in 2003 due to the lack of remaining economically recoverable reserves.
As a  percentage  of Net Profits,  this  expense  decreased to 6.1% in 2003 from
12.4% in 2002.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $2,457 (1.4%) in 2003 as
compared to 2002. As a percentage of Net Profits,  these  expenses  decreased to
7.7% in 2003 from 12.0% in 2002. This  percentage  decrease was primarily due to
the increase in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2003 were $17,884,248 or 125.03% of Limited Partners' capital contribution.


                     Year Ended December 31, 2002 Compared
                        to Year Ended December 31, 2001
                    --------------------------------------

      Total Net Profits  decreased $806,224 (35.3%) in 2002 as compared to 2001.
Of this  decrease,  approximately  (i) $680,000 was related to a decrease in the
average price of gas sold and (ii) $167,000 was related to a decrease in volumes
of gas sold.  Volumes of oil sold increased 1,899 barrels,  while volumes of gas
sold decreased 42,211 Mcf in 2002 as compared to 2001. The



                                      -39-
<PAGE>



increase  in  volumes  of oil  sold  was  primarily  due to (i) an  increase  in
production on one significant  well due to the successful  workover of that well
during late 2001 and early 2002 and (ii) an increase  in  production  on another
significant  well due to the  successful  recompletion  of that well during late
2002.  The  decrease  in  volumes  of gas sold was  primarily  due to (i) normal
declines in production and (ii) the shutting-in of one  significant  well due to
production  difficulties  during 2002.  These decreases were partially offset by
the P-6  Partnership's  receipt  of a  reduced  percentage  of sales on  another
significant well during 2001 due to gas balancing. As of the date of this Annual
Report,  management  does not expect the shut-in  well to return to  production.
Average  oil and gas  prices  decreased  to $23.59 per barrel and $2.89 per Mcf,
respectively, in 2002 from $25.03 per barrel and $3.96 per Mcf, respectively, in
2001.

      Depletion of Net Profits  Interests  decreased  $36,468 (16.6%) in 2002 as
compared to 2001.  This  decrease was  primarily  due to (i) several wells being
fully  depleted in 2001 due to the lack of  remaining  economically  recoverable
reserves  and (ii) upward  revisions in the  estimates of remaining  oil and gas
reserves at December 31, 2002.  These decreases were partially offset by several
wells being fully  depleted  in 2002 due to the lack of  remaining  economically
recoverable  reserves. As a percentage of Net Profits, this expense increased to
12.4% in 2002 from 9.6% in 2001. This  percentage  increase was primarily due to
the decreases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $2,308 (1.3%) in 2002 as
compared 2001. As a percentage of Net Profits, these expenses increased to 12.0%
in 2002 from 7.7% in 2001.  This  percentage  increase was  primarily due to the
decrease in Net Profits.




                                      -40-
<PAGE>



      Average Proceeds and Units of Production

      The  following  tables  are  comparisons  of  the  annual  barrel  of  oil
equivalent  (one barrel of oil or six Mcf of gas) and the average  proceeds (oil
and gas sales less lease operating  expenses and production  taxes) received per
barrel of oil equivalent  attributable to the  Partnerships' Net Profits for the
years ended December 31, 2003, 2002, and 2001.

                             2003 Compared to 2002
                             ---------------------

                    Barrel of Oil                 Average Proceeds per
                      Equivalent                 Barrel of Oil Equivalent
              ---------------------------       --------------------------
   P/ship      2003      2002    % Change        2003     2002    % Change
   ------     -------   -------  --------       ------   ------   --------

    P-1        66,083    68,337     ( 3%)       $20.73   $14.53      43%
    P-3        94,902    98,788     ( 4%)        21.00    14.29      47%
    P-4        64,539   100,157     (36%)        24.37    14.30      70%
    P-5        58,636    70,651     (17%)        21.84    12.54      74%
    P-6       112,126   121,215     ( 7%)        20.93    12.18      72%

                             2002 Compared to 2001
                             ---------------------

                    Barrel of Oil                    Average Proceeds per
                      Equivalent                   Barrel of Oil Equivalent
              ---------------------------       --------------------------
   P/ship      2002      2001    % Change        2002     2001    % Change
   ------     -------   -------  --------       ------   ------   --------

    P-1        68,337    71,568     ( 5%)       $14.53   $18.10     (20%)
    P-3        98,788   104,363     ( 5%)        14.29    18.08     (21%)
    P-4       100,157   103,670     ( 3%)        14.30    20.66     (31%)
    P-5        70,651    77,813     ( 9%)        12.54    21.11     (41%)
    P-6       121,215   126,352     ( 4%)        12.18    18.06     (33%)


      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  2003
production levels for future years, the Partnerships'  proved reserve quantities
at December 31, 2003 would have the following remaining lives:



                                      -41-
<PAGE>




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

                P-1               8.0             11.2
                P-3               8.7             11.6
                P-4               8.1              3.1
                P-5               7.5              7.5
                P-6               7.1              7.9

These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.  Any  decrease  from the high oil and gas prices at December 31, 2003
may cause a decrease in the estimated life of said reserves.

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

      The Partnerships sold certain Net Profits Interests during 2003, 2002, and
2001.   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  2003,  2002,  and 2001,  were as
follows:

      Partnership          2003             2002              2001
      -----------        -------          -------           -------

          P-1            $45,230          $40,636           $17,521
          P-3             57,301           51,341            23,925
          P-4                938              -               3,414
          P-5              8,657           10,398            43,097
          P-6              5,212           11,319            52,686

      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



                                      -42-
<PAGE>


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.

      Pursuant to the terms of the Partnership Agreements,  the Partnerships are
scheduled to terminate on December 31, 2005. However, the Partnership Agreements
provide that the General Partner may extend the term of each  Partnership for up
to five periods of two years each.  The General  Partner has not yet  determined
whether it will extend the terms of any of the Partnerships.


      Off-Balance Sheet Arrangements

      The Partnerships do not have any off-balance sheet arrangements.


      Tabular Disclosure of Contractual Obligations

      The  Partnerships  do not have  any  contractual  obligations  of the type
required to be disclosed under this heading.


      Critical Accounting Policies

      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 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  any  interest   incurred  to  finance  the
acquisition,  for the  period  of time the  properties  are held by the  General
Partner.

      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  related to the underlying  properties in which
the Partnership has a Net Profits Interest.

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their Net Profits  Interests in proved oil and gas  properties  for each oil and
gas field (rather than separately for



                                      -43-
<PAGE>



each well).  If the unamortized  costs of a Net Profits  Interest within a field
exceeds  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.

      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 the 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 this liability are
based  on the  average  gas  price  received  for the  volumes  at the  time the
overproduction  occurred.  This  also  approximates  the  price  for  which  the
Partnerships are currently  settling this liability.  This liability is recorded
as a reduction of accounts receivable.

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


      New Accounting Pronouncements

      Below is a brief  description of Financial  Accounting  Standards  ("FAS")
recently issued by the Financial  Accounting  Standards Board ("FASB") which may
have an impact on the  Partnerships'  future results of operations and financial
position.

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  On January 1, 2003,  the
Partnerships  adopted  FAS No.  143 and  recorded  an  increase  in Net  Profits
Interests, an increase (decrease) in net income for the cumulative effect of the
change in accounting principle, and an asset retirement obligation, resulting in
a decrease of accounts  receivable - Net Profits,  in the following  approximate
amounts for each Partnership:



                                      -44-
<PAGE>



                                         Increase
                                       (Decrease) in
                                       Net Income for
                  Increase in            Change in               Asset
                  Net Profits            Accounting            Retirement
Partnership        Interests             Principle             Obligation
-----------       -----------           --------------          ----------

   P-1              $ 59,000               $4,000               $ 55,000
   P-3                99,000                4,000                 95,000
   P-4                54,000              (   400)                54,000
   P-5                72,000                3,000                 69,000
   P-6               206,000                1,000                205,000

      These amounts  differ  significantly  from the estimates  disclosed in the
Annual  Report  on Form  10-K  for the year  ended  December  31,  2002 due to a
revision  of the  methodology  used in  calculating  the  change in Net  Profits
Interests.

      The asset retirement  obligation is adjusted upwards each quarter in order
to recognize  accretion of the time-related  discount factor. For 2003, the P-1,
P-3, P-4, P-5, and P-6 Partnerships  recognized  approximately  $3,000,  $5,000,
$5,000, $3,000, and $9,000 of an increase in depletion of Net Profits Interests,
which  was  comprised  of  accretion  of the  asset  retirement  obligation  and
depletion of the increase in Net Profits Interests.


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
2003. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."


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

      The Partnerships do not hold any market risk sensitive instruments.


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial  statements  and  supplementary  data are indexed in Item 15
hereof.



                                      -45-
<PAGE>




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

      None.


ITEM 9A.    CONTROLS AND PROCEDURES

      As of the  end  of the  period  covered  by  this  report,  the  principal
executive officer and principal financial officer conducted an evaluation of the
Partnerships'  disclosure controls and procedures (as defined in Rules 13a-15(e)
and  15d-15(e)  under the  Securities  and Exchange Act of 1934).  Based on this
evaluation,  such officers concluded that the Partnerships'  disclosure controls
and procedures are effective to ensure that information required to be disclosed
by the  Partnerships  in  reports  filed  under the  Exchange  Act is  recorded,
processed,  summarized,  and  reported  accurately  and within the time  periods
specified in the Securities and Exchange Commission rules and forms.



                                   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          52      President and Director

      Judy K. Fox              53      Secretary

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

      Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm,  Conner and  Winters,  where his  principal  practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State  University and a Juris  Doctorate  degree from the University of
Texas. Mr. Neill also



                                      -46-
<PAGE>



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

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 2003 of reports required under Section 16 of the Securities  Exchange Act
of 1934.


      Audit Committee Financial Expert

      The  Partnerships  are not  required by SEC  regulations  or  otherwise to
maintain an audit  committee.  The board of  directors  of the  General  Partner
consists of one person and therefore serves as its audit committee. There is not
an audit committee financial expert, as defined in the SEC regulations,  serving
on the General Partner's board of directors.


      Code of Ethics

      The General  Partner has adopted a Code of Ethics which  applies to all of
its  executive  officers,  including  those persons who perform the functions of
principal  executive  officer,   principal  financial  officer,   and  principal
accounting  officer.  The Partnerships  will provide,  free of charge, a copy of
this Code of Ethics to any person upon  receipt of a written  request  mailed to
Geodyne Resources,  Inc., Samson Plaza, Two West Second Street, Tulsa, OK 74103.
Such  request  must  include the  address to which the Code of Ethics  should be
mailed.


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



                                      -47-
<PAGE>



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 2003,  2002,  and 2001, 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         2003          2002         2001
            -----------       --------      --------     --------

                P-1           $113,760      $113,760     $113,760
                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 2003, 2002, and 2001:



                                      -48-
<PAGE>



<TABLE>

                                                  Salary Reimbursements

                                                     P-1 Partnership
                                                     ---------------
                                           Three Years Ended December 31, 2003
<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)           2001      -          -           -            -             -            -           -
                          2002      -          -           -            -             -            -           -
                          2003      -          -           -            -             -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2001   $63,160       -           -            -             -            -           -
                          2002   $60,748       -           -            -             -            -           -
                          2003   $61,746       -           -            -             -            -           -

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



                                      -49-
<PAGE>



<TABLE>


                                                  Salary Reimbursements

                                                     P-3 Partnership
                                                     ---------------
                                           Three Years Ended December 31, 2003
<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)           2001         -          -           -            -            -            -         -
                          2002         -          -           -            -            -            -         -
                          2003         -          -           -            -            -            -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2001     $99,137        -           -            -            -            -         -
                          2002     $95,351        -           -            -            -            -         -
                          2003     $96,917        -           -            -            -            -         -
----------
(1)   The general and  administrative  expenses paid by the P-3  Partnership and
      attributable  to salary reimbursements  do not include any salary or other
      compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-3  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-3  Partnership  equals or  exceeds
      $100,000 per annum.

</TABLE>


                                      -50-
<PAGE>



<TABLE>


                                                  Salary Reimbursements

                                                     P-4 Partnership
                                                     ---------------
                                           Three Years Ended December 31, 2003
<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)           2001        -          -          -            -             -             -         -
                          2002        -          -          -            -             -             -         -
                          2003        -          -          -            -             -             -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2001     $73,819       -          -            -             -             -         -
                          2002     $71,001       -          -            -             -             -         -
                          2003     $72,167       -          -            -             -             -         -
----------
(1)   The general and  administrative  expenses paid by the P-4  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-4  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-4  Partnership  equals or  exceeds
      $100,000 per annum.

</TABLE>



                                      -51-
<PAGE>

<TABLE>


                                                 Salary Reimbursements

                                                     P-5 Partnership
                                                     ---------------
                                           Three Years Ended December 31, 2003
<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)           2001        -           -         -            -             -             -         -
                          2002        -           -         -            -             -             -         -
                          2003        -           -         -            -             -             -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)             2001     $69,222        -         -            -             -             -         -
                          2002     $66,579        -         -            -             -             -         -
                          2003     $67,673        -         -            -             -             -         -
----------
(1)   The general and  administrative  expenses paid by the P-5  Partnership and
      attributable  to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-5  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-5  Partnership  equals or  exceeds
      $100,000 per annum.

</TABLE>


                                      -52-
<PAGE>


<TABLE>

                                                  Salary Reimbursements

                                                     P-6 Partnership
                                                     ---------------
                                           Three Years Ended December 31, 2003
<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)           2001        -           -           -            -            -           -          -
                          2002        -           -           -            -            -           -          -
                          2003        -           -           -            -            -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2001     $83,593        -           -            -            -           -          -
                          2002     $80,401        -           -            -            -           -          -
                          2003     $81,722        -           -            -            -           -          -
----------
(1)   The general and  administrative expenses paid by the P-6  Partnership  and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-6  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-6  Partnership  equals or  exceeds
      $100,000 per annum.


</TABLE>


                                      -53-
<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 March 3,  2004 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                              30,066  (27.8%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                        30,066  (27.8%)





                                      -54-
<PAGE>



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

   Samson Resources Company                              67,933  (40.1%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    67,933  (40.1%)


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

   Samson Resources Company                              32,648  (25.9%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    32,648  (25.9%)


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

   Samson Resources Company                              27,581  (23.3%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    27,581  (23.3%)


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

   Samson Resources Company                              19,801  (13.8%)

   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)                    19,801  (13.8%)


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



                                      -55-
<PAGE>



with other Limited Partners with respect to the operations of the Partnerships.

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

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

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




                                      -56-
<PAGE>




ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

      During 2003 and 2002, each Partnership paid the following audit fees:

                                                 2003        2002
                                                -------     -------

      Year-end audit per engagement letter      $19,250     $17,827
      1st quarter 10-Q review                       750         750
      2nd quarter 10-Q review                       750         750
      3rd quarter 10-Q review                       750         750


      Audit-Related Fees

      During 2003 and 2002 the Partnerships did not pay any  audit-related  fees
of the type required by the SEC to be disclosed in this Annual Report under this
heading.


      Tax Fees

      During 2003 and 2002 the Partnerships did not pay any tax compliance,  tax
advice,  or tax planning fees of the type required by the SEC to be disclosed in
this Annual Report under this heading.


      All Other Fees

      During  2003 and 2002 the  Partnerships  did not pay any other fees of the
type  required  by the SEC to be  disclosed  in this  Annual  Report  under this
heading.


      Audit Approval

      The  Partnerships  do not have audit committee  pre-approval  policies and
procedures as described in paragraph  (c)(7)(i) of Rule 2-01 of Regulation  S-X.
The  Partnerships  did not receive any  services of the type  described in Items
9(e)(2) through 9(e)(4) of Schedule 14A.


      Audit and Related Fees Paid by Affiliates

      The  Partnerships'  accountants  received  compensation from other related
partnerships  managed by the General Partner and from other entities  affiliated
with the General Partner.  This compensation is for audit services,  tax related
services,  and other  accounting-related  services. The General Partner does not
believe this arrangement creates a conflict of interest or



                                      -57-
<PAGE>



impairs the auditors' independence.



                                    PART IV.

ITEM 15.    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 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, 2003 and 2002 and for each of the three years in
            the period ended December 31, 2003 are filed as part of this report:

            Report of Independent Auditors
            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:

Exh.
No.     Exhibit
---     -------

 4.1        Certificate  of Limited  Partnership  dated  March 16,  1988 for the
            Geodyne Institutional/ Pension Energy Income P-1 Limited Partnership
            filed as Exhibit 4.1 to Registrant's  Annual Report on Form 10-K for
            the year ended December 31, 2001, filed with the SEC on February 26,
            2002 and is hereby incorporated by reference.



                                      -58-
<PAGE>




 4.2        Amended and Restated Agreement of Limited  Partnership dated October
            25, 1988 for the  Geodyne  Institutional/Pension  Energy  Income P-1
            Limited  Partnership  filed as Exhibit  4.2 to  Registrant's  Annual
            Report on Form 10-K for the year ended December 31, 2001, filed with
            the  SEC  on  February  26,  2002  and  is  hereby  incorporated  by
            reference.

 4.3        First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Amended and Restated  Agreement of Limited  Partnership
            dated  February  24,  1993,  for the  Geodyne  Institutional/Pension
            Energy  Income  P-1  Limited  Partnership  filed as  Exhibit  4.3 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 4.4        Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for the Geodyne Institutional/Pension Energy Income P-1 Limited
            Partnership  filed as Exhibit 4.4 to  Registrant's  Annual Report on
            Form 10-K for the year ended  December 31, 2001,  filed with the SEC
            on February 26, 2002 and is hereby incorporated by reference.

 4.5        Second  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    August   4,    1993,    for   the    Geodyne
            Institutional/Pension Energy Income P-1 Limited Partnership filed as
            Exhibit 4.5 to Registrant's  Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.6        Third  Amendment  to  Amended  and  Restated  Agreement  of  Limited
            Partnership    dated    August   31,    1995,    for   the   Geodyne
            Institutional/Pension Energy Income P-1 Limited Partnership filed as
            Exhibit 4.6 to Registrant's  Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.7        Fourth  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    July    1,    1996,    for    the    Geodyne
            Institutional/Pension Energy Income P-1 Limited Partnership filed as
            Exhibit 4.7 to Registrant's  Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.8        Certificate of Limited  Partnership  dated February 13, 1989 for the
            Geodyne Institutional/ Pension Energy Income Limited Partnership P-3
            filed as Exhibit 4.15 to Registrant's Annual Report on Form 10-K for
            the year



                                      -59-
<PAGE>



            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.9        Amended and Restated Agreement of Limited  Partnership dated May 10,
            1989 for the Geodyne  Institutional/Pension  Energy  Income  Limited
            Partnership P-3 filed as Exhibit 4.16 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.10       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Amended and Restated  Agreement of Limited  Partnership
            dated  February  24,  1993,  for the  Geodyne  Institutional/Pension
            Energy  Income  Limited  Partnership  P-3 filed as  Exhibit  4.17 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 4.11       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for the Geodyne  Institutional/Pension  Energy  Income  Limited
            Partnership P-3 filed as Exhibit 4.18 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.12       Second  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    August   4,    1993,    for   the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-3 filed as
            Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.13       Third  Amendment  to  Amended  and  Restated  Agreement  of  Limited
            Partnership    dated    August   31,    1995,    for   the   Geodyne
            Institutional/Pension Energy Income Limited Partnership P-3 filed as
            Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.14       Fourth  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    July    1,    1996,    for    the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-3 filed as
            Exhibit 4.21 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.15       Certificate  of  Limited  Partnership  dated  May 10, 1989  for  the
            Geodyne Institutional/ Pension Energy Income



                                      -60-
<PAGE>



            Limited Partnership P-4 filed as Exhibit 4.22 to Registrant's Annual
            Report on Form 10-K for the year ended December 31, 2001, filed with
            the  SEC  on  February  26,  2002  and  is  hereby  incorporated  by
            reference.

 4.16       Amended and Restated Agreement of Limited Partnership dated November
            20, 1989 for the Geodyne Institutional/Pension Energy Income Limited
            Partnership P-4 filed as Exhibit 4.23 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.17       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Amended and Restated  Agreement of Limited  Partnership
            dated  February  24,  1993,  for the  Geodyne  Institutional/Pension
            Energy  Income  Limited  Partnership  P-4 filed as  Exhibit  4.24 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 4.18       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for the Geodyne  Institutional/Pension  Energy  Income  Limited
            Partnership P-4 filed as Exhibit 4.25 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.19       Second  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    August   4,    1993,    for   the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-4 filed as
            Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.20       Third  Amendment  to  Amended  and  Restated  Agreement  of  Limited
            Partnership    dated    August   31,    1995,    for   the   Geodyne
            Institutional/Pension Energy Income Limited Partnership P-4 filed as
            Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.21       Fourth  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    July    1,    1996,    for    the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-4 filed as
            Exhibit 4.28 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.



                                      -61-
<PAGE>




 4.22       Certificate  of Limited  Partnership  dated November 9, 1989 for the
            Geodyne Institutional/ Pension Energy Income Limited Partnership P-5
            filed as Exhibit 4.29 to Registrant's Annual Report on Form 10-K for
            the year ended December 31, 2001, filed with the SEC on February 26,
            2002 and is hereby incorporated by reference.

 4.23       Amended and Restated Agreement of Limited Partnership dated February
            26, 1990 for the Geodyne Institutional/Pension Energy Income Limited
            Partnership P-5 filed as Exhibit 4.30 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.24       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Amended and Restated  Agreement of Limited  Partnership
            dated  February  24,  1993,  for the  Geodyne  Institutional/Pension
            Energy  Income  Limited  Partnership  P-5 filed as  Exhibit  4.31 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 4.25       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for the Geodyne  Institutional/Pension  Energy  Income  Limited
            Partnership P-5 filed as Exhibit 4.32 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.26       Second  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    August   4,    1993,    for   the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-5 filed as
            Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.27       Third  Amendment  to  Amended  and  Restated  Agreement  of  Limited
            Partnership    dated    August   31,    1995,    for   the   Geodyne
            Institutional/Pension Energy Income Limited Partnership P-5 filed as
            Exhibit 4.34 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.28       Fourth  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    July    1,    1996,    for    the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-5 filed as
            Exhibit 4.35 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001,



                                      -62-
<PAGE>



            filed  with the SEC on  February 26, 2002 and is hereby incorporated
            by reference.

 4.29       Certificate of Limited  Partnership  dated November 28, 1989 for the
            Geodyne Institutional/ Pension Energy Income Limited Partnership P-6
            filed as Exhibit 4.36 to Registrant's Annual Report on Form 10-K for
            the year ended December 31, 2001, filed with the SEC on February 26,
            2002 and is hereby incorporated by reference.

 4.30       Amended and Restated Agreement of Limited  Partnership dated October
            5, 1990 for the Geodyne  Institutional/Pension Energy Income Limited
            Partnership P-6 filed as Exhibit 4.37 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.31       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Amended and Restated  Agreement of Limited  Partnership
            dated  February  24,  1993,  for the  Geodyne  Institutional/Pension
            Energy  Income  Limited  Partnership  P-6 filed as  Exhibit  4.38 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 4.32       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for the Geodyne  Institutional/Pension  Energy  Income  Limited
            Partnership P-6 filed as Exhibit 4.39 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.33       Second  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    August   4,    1993,    for   the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-6 filed as
            Exhibit 4.40 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.34       Third  Amendment  to  Amended  and  Restated  Agreement  of  Limited
            Partnership    dated    August   31,    1995,    for   the   Geodyne
            Institutional/Pension Energy Income Limited Partnership P-6 filed as
            Exhibit 4.41 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.35       Fourth  Amendment  to  Amended  and  Restated  Agreement of  Limited
            Partnership dated July  1,  1996,  for  the  Geodyne  Institutional/
            Pension Energy Income Limited Partnership



                                      -63-
<PAGE>



            P-6 filed as Exhibit 4.42 to Registrant's Annual Report on Form 10-K
            for the year ended December 31, 2001, filed with the SEC on February
            26, 2002 and is hereby incorporated by reference.

 10.1       Amended and Restated Agreement of Partnership dated October 25, 1988
            for the  Geodyne  NPI  Partnership  P-1  filed  as  Exhibit  10.1 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 10.2       First  Amendment  to Amended and Restated  Agreement of  Partnership
            dated February 26, 1993 for the Geodyne NPI Partnership P-1 filed as
            Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 10.3       Second  Amendment to Amended and Restated  Agreement of  Partnership
            dated  July 1, 1996 for the  Geodyne  NPI  Partnership  P-1 filed as
            Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 10.4       Agreement of Partnership  dated February 9, 1989 for the Geodyne NPI
            Partnership P-3 filed as Exhibit 10.7 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 10.5       First Amendment to Agreement of Partnership  dated February 26, 1993
            for the  Geodyne  NPI  Partnership  P-3  filed  as  Exhibit  10.8 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 10.6       Second Amendment to Agreement of Partnership  dated July 1, 1996 for
            the  Geodyne  NPI   Partnership   P-3  filed  as  Exhibit   10.9  to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 10.7       Agreement  of  Partnership  dated April 24, 1989 for the Geodyne NPI
            Partnership P-4 filed as Exhibit 10.10 to Registrant's Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 10.8       First Amendment to Agreement of Partnership dated  February 26, 1993
            for the Geodyne NPI Partnership P-4



                                      -64-
<PAGE>



            filed as Exhibit  10.11 to  Registrant's  Annual Report on Form 10-K
            for the year ended December 31, 2001, filed with the SEC on February
            26, 2002 and is hereby incorporated by reference.

 10.9       Second Amendment to Agreement of Partnership  dated July 1, 1996 for
            the  Geodyne  NPI   Partnership   P-4  filed  as  Exhibit  10.12  to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 10.10      Agreement of Partnership  dated October 27, 1989 for the Geodyne NPI
            Partnership P-5 filed as Exhibit 10.13 to Registrant's Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 10.11      First Amendment to Agreement of Partnership  dated February 26, 1993
            for the  Geodyne  NPI  Partnership  P-5  filed as  Exhibit  10.14 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 10.12      Second Amendment to Agreement of Partnership  dated July 1, 1996 for
            the  Geodyne  NPI   Partnership   P-5  filed  as  Exhibit  10.15  to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 10.13      Agreement of Partnership dated November 28, 1989 for the Geodyne NPI
            Partnership P-6 filed as Exhibit 10.16 to Registrant's Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 10.14      First Amendment to Agreement of Partnership  dated February 26, 1993
            for the  Geodyne  NPI  Partnership  P-6  filed as  Exhibit  10.17 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 10.15      Second Amendment to Agreement of Partnership  dated July 1, 1996 for
            the  Geodyne  NPI   Partnership   P-6  filed  as  Exhibit  10.18  to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.



                                      -65-
<PAGE>




*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 Limited Partnership P-3.

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

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

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

*31.1       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income P-1 Limited Partnership.

*31.2       Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income P-1 Limited Partnership.

*31.3       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-3.

*31.4       Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-3.

*31.5       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-4.

*31.6       Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-4.

*31.7       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-5.

*31.8       Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-5.



                                      -66-
<PAGE>




*31.9       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-6.

*31.10      Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-6.

*32.1       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Institutional/Pension Energy Income P-1 Limited Partnership.

*32.2       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Institutional/Pension Energy Income Limited Partnership P-3.

*32.3       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Institutional/Pension Energy Income Limited Partnership P-4.

*32.4       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Institutional/Pension Energy Income Limited Partnership P-5.

*32.5       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Institutional/Pension Energy Income Limited Partnership P-6.



            All other Exhibits are omitted as inapplicable.

            ----------

            *Filed herewith.

      (b)   Reports on Form 8-K filed during the fourth quarter of 2003:

            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 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
                                              March 26, 2004


                                        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            March 26, 2004
      -------------------       Director (Principal
          Dennis R. Neill       Executive Officer)

      //s//Craig D. Loseke      Chief Accounting         March 26, 2004
      -------------------       Officer (Principal
          Craig D. Loseke       Accounting and
                                Financial Officer)

      //S//Judy K. Fox          Secretary                March 26, 2004
      -------------------
          Judy K. Fox


                                      -68-
<page>
ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                         REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2003, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      As discussed in Note 1 of Notes to Combined Financial Statements under the
heading  "New  Accounting   Pronouncements",   effective  January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 23, 2004




                                      F-1
<PAGE>


       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-1
                             Combined Balance Sheets
                           December 31, 2003 and 2002


                                     ASSETS
                                     ------

                                                     2003              2002
                                                 ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $  399,580        $  309,227
   Accounts receivable:
      Net Profits                                    139,856           195,043
                                                   ---------         ---------

         Total current assets                     $  539,436        $  504,270

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                     732,423           726,622
                                                   ---------         ---------

                                                  $1,271,859        $1,230,892
                                                   =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                               ($   58,713)      ($   61,127)
   Limited Partners, issued and
     outstanding, 108,074 Units                    1,330,572         1,292,019
                                                   ---------         ---------

         Total Partners' capital                  $1,271,859        $1,230,892
                                                   =========         =========


              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, 2003, 2002, and 2001

                                       2003            2002           2001
                                    ----------      ----------     ----------
REVENUES:
   Net Profits                      $1,370,158      $  993,269     $1,295,509
   Interest income                       2,110           1,751          9,877
   Gain on sale of
      Net Profits Interests             43,930          37,624         17,521
                                     ---------       ---------      ---------
                                    $1,416,198      $1,032,644     $1,322,907

COSTS AND EXPENSES:
   Depletion of
      Net Profits Interests         $   79,938      $  115,284     $  168,596
   General and
      administrative                   143,103         143,004        139,215
                                     ---------       ---------      ---------
                                    $  223,041      $  258,288     $  307,811
                                     ---------       ---------      ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $1,193,157      $  774,356     $1,015,096

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                           3,732            -              -
                                     ---------       ---------      ---------

NET INCOME                          $1,196,889      $  774,356     $1,015,096
                                     =========       =========      =========
GENERAL PARTNER -
   NET INCOME                       $  126,336      $   87,636     $  115,696
                                     =========       =========      =========
LIMITED PARTNERS -
   NET INCOME                       $1,070,553      $  686,720     $  899,400
                                     =========       =========      =========
NET INCOME
   per Unit                         $     9.91      $     6.35     $     8.32
                                     =========       =========      =========
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, 2003, 2002, and 2001


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

Balance, Dec. 31, 2000       $1,521,899         ($ 64,717)       $1,457,182
   Net income                   899,400           115,696         1,015,096
   Cash distributions       ( 1,253,000)        ( 128,536)      ( 1,381,536)
                              ---------           -------         ---------

Balance, Dec. 31, 2001       $1,168,299         ($ 77,557)       $1,090,742
   Net income                   686,720            87,636           774,356
   Cash distributions       (   563,000)        (  71,206)      (   634,206)
                              ---------           -------         ---------

Balance, Dec. 31, 2002       $1,292,019         ($ 61,127)       $1,230,892
   Net income                 1,070,553           126,336         1,196,889
   Cash distributions       ( 1,032,000)        ( 123,922)      ( 1,155,922)
                              ---------           -------         ---------

Balance, Dec. 31, 2003       $1,330,572         ($ 58,713)       $1,271,859
                              =========           =======         =========



              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, 2003, 2002, and 2001

                                        2003           2002           2001
                                    ------------    ----------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,196,889      $774,356      $1,015,096
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                   (     3,732)         -               -
      Depletion of Net
         Profits Interests               79,938       115,284         168,596
      Gain on sale of
         Net Profits Interests      (    43,930)    (  37,624)    (    17,521)
      (Increase)decrease in
         accounts receivable
         - Net Profits              (     1,201)    (  70,331)        155,443
                                      ---------       -------       ---------

   Net cash provided by
      operating activities           $1,227,964      $781,685      $1,321,614
                                      ---------       -------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   26,919)    ($ 61,170)    ($   60,254)
   Proceeds from sale of
      Net Profits Interests              45,230        40,636          17,521
                                      ---------       -------       ---------

   Net cash provided (used) by
      investing activities           $   18,311     ($ 20,534)    ($   42,733)
                                      ---------       -------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,155,922)    ($634,206)    ($1,381,536)
                                      ---------       -------       ---------
   Net cash used by financing
      activities                    ($1,155,922)    ($634,206)    ($1,381,536)
                                      ---------       -------       ---------



                                      F-5
<PAGE>




NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $   90,353      $126,945     ($  102,655)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               309,227       182,282         284,937
                                      ---------       -------       ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                   $  399,580      $309,227      $  182,282
                                      =========       =======       =========



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



                                      F-6
<PAGE>



                         REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2003, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      As discussed in Note 1 of Notes to Combined Financial Statements under the
heading  "New  Accounting   Pronouncements",   effective  January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.






                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 23, 2004







                                      F-7
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                             Combined Balance Sheets
                           December 31, 2003 and 2002


                                     ASSETS
                                     ------

                                                     2003              2002
                                                 ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $  581,527        $  433,562
   Accounts receivable:
      Net Profits                                    199,159           285,379
                                                   ---------         ---------

         Total current assets                     $  780,686        $  718,941

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                   1,190,694         1,170,405
                                                   ---------         ---------

                                                  $1,971,380        $1,889,346
                                                   =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                               ($   47,020)      ($   51,594)
   Limited Partners, issued and
     outstanding, 169,637 Units                    2,018,400         1,940,940
                                                   ---------         ---------

         Total Partners' capital                  $1,971,380        $1,889,346
                                                   =========         =========



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




                                      F-8
<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, 2003, 2002, and 2001

                                      2003             2002            2001
                                   ----------       ----------      ----------
REVENUES:
   Net Profits                     $1,993,107       $1,411,475      $1,886,577
   Interest income                      3,060            2,610          14,549
   Gain on sale of
      Net Profits Interests            55,610           47,198          23,494
                                    ---------        ---------       ---------

                                   $2,051,777       $1,461,283      $1,924,620

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests            $  121,245       $  177,473      $  272,549
   General and
      administrative                  211,602          211,234         206,717
                                    ---------        ---------       ---------
                                   $  332,847       $  388,707      $  479,266
                                    ---------        ---------       ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE            $1,718,930       $1,072,576      $1,445,534

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                          4,070             -               -
                                    ---------        ---------       ---------
NET INCOME                         $1,723,000       $1,072,576      $1,445,534
                                    =========        =========       =========
GENERAL PARTNER -
   NET INCOME                      $  182,540       $  122,969      $  167,610
                                    =========        =========       =========
LIMITED PARTNERS -
   NET INCOME                      $1,540,460       $  949,607      $1,277,744
                                    =========        =========       =========
NET INCOME
   per Unit                        $     9.08       $     5.60      $     7.53
                                    =========        =========       =========
UNITS OUTSTANDING                     169,637          169,637         169,637
                                    =========        =========       =========


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



                                      F-9
<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, 2003, 2002, and 2001


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

Balance, Dec. 31, 2000       $2,352,589         ($ 86,997)       $2,265,592
   Net income                 1,277,744           167,610         1,445,354
   Cash distributions       ( 1,837,000)        ( 154,790)      ( 1,991,790)
                              ---------           -------         ---------

Balance, Dec. 31, 2001       $1,793,333         ($ 74,177)       $1,719,156
   Net income                   949,607           122,969         1,072,576
   Cash distributions       (   802,000)        ( 100,386)      (   902,386)
                              ---------           -------         ---------

Balance, Dec. 31, 2002       $1,940,940         ($ 51,594)       $1,889,346
   Net income                 1,540,460           182,540         1,723,000
   Cash distributions       ( 1,463,000)        ( 177,966)      ( 1,640,966)
                              ---------           -------         ---------

Balance, Dec. 31, 2003       $2,018,400         ($ 47,020)       $1,971,380
                              =========           =======         =========



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




                                      F-10
<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, 2003, 2002, and 2001

                                           2003           2002          2001
                                       ------------   ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $1,723,000     $1,072,576    $1,445,354
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                      (     4,070)         -             -
      Depletion of Net
         Profits Interests                 121,245        177,473       272,549
      Gain on sale of
         Net Profits Interests         (    55,610)   (    47,198)  (    23,494)
      (Increase) decrease in
         accounts receivable
         - Net Profits                 (     9,446)   (    96,400)      239,411
      Decrease in accounts
         receivable - General
         Partner                              -              -              512
                                         ---------      ---------     ---------

   Net cash provided by
      operating activities              $1,775,119     $1,106,451    $1,934,332
                                         ---------      ---------     ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   43,489)   ($   88,773)  ($  115,995)
   Proceeds from sale of
      Net Profits Interests                 57,301         51,341        23,925
                                         ---------      ---------     ---------

   Net cash provided (used)
      by investing activities           $   13,812    ($   37,432)  ($   92,070)
                                         ---------      ---------     ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($1,640,966)   ($  902,386)  ($1,991,790)
                                         ---------      ---------     ---------
   Net cash used by financing
      activities                       ($1,640,966)   ($  902,386)  ($1,991,790)
                                         ---------      ---------     ---------



                                      F-11
<PAGE>




NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS            $  147,965     $  166,633   ($  149,528)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  433,562        266,929       416,457
                                         ---------      ---------     ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                      $  581,527     $  433,562    $  266,929
                                         =========      =========     =========


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

                                      F-12
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2003, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      As discussed in Note 1 of Notes to Combined Financial Statements under the
heading  "New  Accounting   Pronouncements",   effective  January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.






                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 23, 2004




                                      F-13
<PAGE>




      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                             Combined Balance Sheets
                           December 31, 2003 and 2002


                                     ASSETS
                                     ------
                                                     2003              2002
                                                 ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $  399,864        $  351,179
   Accounts receivable:
      Related party (Note 2)                            -                  416
      Net Profits                                    240,436           376,603
                                                   ---------         ---------

         Total current assets                     $  640,300        $  728,198

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                     436,463           448,053
                                                   ---------         ---------

                                                  $1,076,763        $1,176,251
                                                   =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                               ($   66,233)      ($   57,787)
   Limited Partners, issued and
     outstanding, 126,306 Units                    1,142,996         1,234,038
                                                   ---------         ---------

         Total Partners' capital                  $1,076,763        $1,176,251
                                                   =========         =========



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




                                      F-14
<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, 2003, 2002, and 2001

                                       2003            2002           2001
                                   ------------    ------------    ----------
REVENUES:
   Net Profits                      $1,573,059      $1,431,998     $2,142,197
   Interest income                       2,788           3,567         15,881
   Gain (loss) on sale of
      Net Profits Interests               -        (     5,853)         2,642
                                     ---------       ---------      ---------

                                    $1,575,847      $1,429,712     $2,160,720

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests             $   92,194      $  268,612     $  247,384
   General and
      administrative                   160,974         158,592        156,424
                                     ---------       ---------      ---------
                                    $  253,168      $  427,204     $  403,808
                                     ---------       ---------      ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $1,322,679      $1,002,508     $1,756,912

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                     (       439)           -              -
                                     ---------       ---------      ---------

NET INCOME                          $1,322,240      $1,002,508     $1,756,912
                                     =========       =========      =========
GENERAL PARTNER -
   NET INCOME                       $  140,282      $  124,069     $  196,368
                                     =========       =========      =========
LIMITED PARTNERS -
   NET INCOME                       $1,181,958      $  878,439     $1,560,544
                                     =========       =========      =========
NET INCOME
   per Unit                         $     9.36      $     6.95     $    12.36
                                     =========       =========      =========
UNITS OUTSTANDING                      126,306         126,306        126,306
                                     =========       =========      =========



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




                                      F-15
<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, 2003, 2002, and 2001


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

Balance, Dec. 31, 2000       $1,771,055         ($ 54,697)       $1,716,358
   Net income                 1,560,544           196,368         1,756,912
   Cash distributions       ( 1,858,000)        ( 213,290)      ( 2,071,290)
                              ---------           -------         ---------

Balance, Dec. 31, 2001       $1,473,599         ($ 71,619)       $1,401,980
   Net income                   878,439           124,069         1,002,508
   Cash distributions       ( 1,118,000)        ( 110,237)      ( 1,228,237)
                              ---------           -------         ---------

Balance, Dec. 31, 2002       $1,234,038         ($ 57,787)       $1,176,251
   Net income                 1,181,958           140,282         1,322,240
   Cash distributions       ( 1,273,000)         (148,728)      ( 1,421,728)
                              ---------           -------         ---------

Balance, Dec. 31, 2003       $1,142,996         ($ 66,233)       $1,076,763
                              =========           =======         =========



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




                                      F-16
<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, 2003, 2002, and 2001

                                           2003           2002           2001
                                      ------------   ------------   -----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                          $1,322,240     $1,002,508     $1,756,912
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                             439           -              -
      Depletion of Net
        Profits Interests                  92,194        268,612        247,384
      Gain (loss) on sale of
         Net Profits Interests               -             5,853    (     2,642)
      (Increase) decrease in
         accounts receivable-
         related party                          5    (         5)          -
      (Increase) decrease in
         accounts receivable -
         Net Profits                       79,535    (    44,241)       194,241
                                        ---------      ---------      ---------

   Net cash provided by
     operating activities              $1,494,413     $1,232,727     $2,195,895
                                        ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures               ($   24,938)   ($   73,913)   ($  146,878)
   Proceeds from sale of
      Net Profits Interests                   938           -             3,414
                                        ---------      ---------      ---------

   Net cash used by
      investing activities            ($   24,000)   ($   73,913)   ($  143,464)
                                        ---------      ---------      ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                 ($1,421,728)   ($1,228,237)   ($2,071,290)
                                        ---------      ---------      ---------
   Net cash used by financing
      activities                      ($1,421,728)   ($1,228,237)   ($2,071,290)
                                        ---------      ---------      ---------



                                      F-17
<PAGE>




NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS           $   48,685    ($   69,423)   ($   18,859)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                 351,179        420,602        439,461
                                        ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                     $  399,864     $  351,179     $  420,602
                                        =========      =========      =========


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



                                      F-18
<PAGE>



                         REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2003, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      As discussed in Note 1 of Notes to Combined Financial Statements under the
heading  "New  Accounting   Pronouncements",   effective  January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.






                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 23, 2004




                                      F-19
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                             Combined Balance Sheets
                           December 31, 2003 and 2002

                                     ASSETS
                                     ------
                                                   2003              2002
                                               ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  337,494        $  252,994
   Accounts receivable:
      Net Profits                                     -               65,132
                                                 ---------         ---------

         Total current assets                   $  337,494        $  318,126

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                   616,277           612,748
                                                 ---------         ---------

                                                $  953,771        $  930,874
                                                 =========         =========


                        LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                        -------------------------------------------

CURRENT LIABILITIES:
   Accounts payable                             $    3,810        $     -
                                                 ---------         ---------
         Total current liabilities              $    3,810        $     -

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   59,667)      ($   70,113)
   Limited Partners, issued and
     outstanding, 118,449 Units                  1,009,628         1,000,987
                                                 ---------         ---------

         Total Partners' capital                $  949,961        $  930,874
                                                 =========         =========

                                                $  953,771        $  930,874
                                                 =========         =========





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



                                      F-20
<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, 2003, 2002, and 2001

                                      2003             2002             2001
                                   ----------        --------        ----------
REVENUES:
   Net Profits                     $1,280,650        $885,782        $1,642,743
   Interest income                      2,365           2,106            15,990
   Gain on sale of
      Net Profits Interests              -              9,113            43,097
                                    ---------         -------         ---------

                                   $1,283,015        $897,001        $1,701,830

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests            $   79,637        $103,212        $  127,298
   General and
      administrative                  152,225         149,875           147,835
                                    ---------         -------         ---------
                                   $  231,862        $253,087        $  275,133
                                    ---------         -------         ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE            $1,051,153        $643,914        $1,426,697

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                          2,785            -                 -
                                    ---------         -------         ----------

NET INCOME                         $1,053,938        $643,914        $1,426,697
                                    =========         =======         =========
GENERAL PARTNER -
   NET INCOME                      $   78,297        $ 36,219        $   75,627
                                    =========         =======         =========
LIMITED PARTNERS -
   NET INCOME                      $  975,641        $607,695        $1,351,070
                                    =========         =======         =========
NET INCOME
   per Unit                        $     8.24        $   5.13        $    11.41
                                    =========         =======         =========
UNITS OUTSTANDING                     118,449         118,449           118,449
                                    =========         =======         =========



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




                                      F-21
<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, 2003, 2002, and 2001


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

Balance, Dec. 31, 2000       $1,583,222         ($60,882)        $1,522,340
   Net income                 1,351,070           75,627          1,426,697
   Cash distributions       ( 1,996,000)        ( 89,533)       ( 2,085,533)
                              ---------           ------          ---------

Balance, Dec. 31, 2001       $  938,292         ($74,788)        $  863,504
   Net income                   607,695           36,219            643,914
   Cash distributions       (   545,000)        ( 31,544)       (   576,544)
                              ---------           ------          ---------

Balance, Dec. 31, 2002       $1,000,987         ($70,113)        $  930,874
   Net income                   975,641           78,297          1,053,938
   Cash distributions       (   967,000)        ( 67,851)       ( 1,034,851)
                              ---------           ------          ---------

Balance, Dec. 31, 2003       $1,009,628         ($59,667)        $  949,961
                              =========           ======          =========


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




                                      F-22
<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, 2003, 2002, and 2001

                                           2003          2002          2001
                                       ------------   ----------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $1,053,938     $643,914     $1,426,697
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                      (     2,785)        -              -
      Depletion of Net
         Profits Interests                  79,637      103,212        127,298
      Gain on sale of
         Net Profits Interests                -       (   9,113)   (    43,097)
      (Increase) decrease in
         accounts receivable -
         Net Profits                   (     3,357)   (  14,540)       301,093
                                         ---------      -------      ---------

   Net cash provided by
     operating activities               $1,127,433     $723,473     $1,811,991
                                         ---------      -------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   16,739)   ($ 76,041)   ($   38,301)
   Proceeds from sale of
      Net Profits Interests                  8,657       10,398         43,097
                                         ---------      -------      ---------
   Net cash provided (used)
      by investing activities          ($    8,082)   ($ 65,643)    $    4,796
                                         ---------      -------      ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($1,034,851)   ($576,544)   ($2,085,533)
                                         ---------      -------      ---------
   Net cash used by financing
      activities                       ($1,034,851)   ($576,544)   ($2,085,533)
                                         ---------      -------      ---------




                                      F-23
<PAGE>





NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS            $   84,500     $ 81,286    ($  268,746)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  252,994      171,708        440,454
                                         ---------      -------      ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                      $  337,494     $252,994     $  171,708
                                         =========      =======      =========




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



                                      F-24
<PAGE>



                         REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2003, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      As discussed in Note 1 of Notes to Combined Financial Statements under the
heading  "New  Accounting   Pronouncements",   effective  January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.






                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 23, 2004




                                      F-25
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
                             Combined Balance Sheets
                           December 31, 2003 and 2002

                                     ASSETS
                                     ------
                                                    2003              2002
                                                ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                     $  567,735        $  317,796
   Accounts receivable:
      Net Profits                                      -              146,070
                                                  ---------         ---------

         Total current assets                    $  567,735        $  463,866

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                  1,264,192         1,196,952
                                                  ---------         ---------

                                                 $1,831,927        $1,660,818
                                                  =========         =========


                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                   -------------------------------------------

CURRENT LIABILITIES:
   Accounts payable                              $   39,658        $    -
                                                  ---------         ---------
         Total current liabilities               $   39,658        $    -

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($   60,944)      ($   67,729)
   Limited Partners, issued and
     outstanding, 143,041 Units                   1,853,213         1,728,547
                                                  ---------         ---------

         Total Partners' capital                 $1,792,269        $1,660,818
                                                  =========         =========

                                                 $1,831,927        $1,660,818
                                                  =========         =========


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





                                      F-26
<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, 2003, 2002, and 2001

                                          2003           2002          2001
                                       ----------     ----------    ----------
REVENUES:
   Net Profits                         $2,347,266     $1,476,251    $2,282,475
   Interest income                          3,518          2,815        22,996
   Gain on sale of Net
      Profits Interests                      -            10,267        52,686
                                        ---------      ---------     ---------

                                       $2,350,784     $1,489,333    $2,358,157

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests                $  143,634     $  183,386    $  219,854
   General and
     administrative                       179,618        177,161       174,853
                                        ---------      ---------     ---------
                                       $  323,252     $  360,547    $  394,707
                                        ---------      ---------     ---------

INCOME BEFORE CUMULATIVE
   EFFECT OF ACCOUNTING
   CHANGE                              $2,027,532     $1,128,786    $1,963,450

   Cumulative effect of
      change in accounting
      for asset retirement
      obligations (Note 1)                  1,477           -             -
                                        ---------      ---------     ---------

NET INCOME                             $2,029,009     $1,128,786    $1,963,450
                                        =========      =========     =========
GENERAL PARTNER -
   NET INCOME                          $  215,343     $  129,102    $  130,157
                                        =========      =========     =========
LIMITED PARTNERS -
   NET INCOME                          $1,813,666     $  999,684    $1,833,293
                                        =========      =========     =========
NET INCOME
   per Unit                            $    12.68     $     6.99    $    12.82
                                        =========      =========     =========
UNITS OUTSTANDING                         143,041        143,041       143,041
                                        =========      =========     =========


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



                                      F-27
<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, 2003, 2002, and 2001


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

Balance, Dec. 31, 2000         $2,700,570         ($ 75,505)       $2,625,065
   Net income                   1,833,293           130,157         1,963,450
   Cash distributions         ( 2,893,000)        ( 142,562)      ( 3,035,562)
                                ---------           -------         ---------

Balance, Dec. 31, 2001         $1,640,863         ($ 87,910)       $1,552,953
   Net income                     999,684           129,102         1,128,786
   Cash distributions         (   912,000)        ( 108,921)      ( 1,020,921)
                                ---------           -------         ---------

Balance, Dec. 31, 2002         $1,728,547         ($ 67,729)       $1,660,818
   Net income                   1,813,666           215,343         2,029,009
   Cash distributions         ( 1,689,000)        ( 208,558)      ( 1,897,558)
                                ---------           -------         ---------

Balance, Dec. 31, 2003         $1,853,213         ($ 60,944)       $1,792,269
                                =========           =======         =========


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




                                      F-28
<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, 2003, 2002, and 2001

                                        2003            2002           2001
                                    ------------    ------------   ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $2,029,009      $1,128,786     $1,963,450
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Cumulative effect of
         change in accounting
         for asset retirement
         obligations (Note #1)      (     1,477)           -              -
      Depletion of Net
        Profits Interests               143,634         183,386        219,854
      Gain on sale of
        Net Profits Interests              -        (    10,267)   (    52,686)
      (Increase) decrease in
        accounts receivable -
        Net Profits                 (    20,933)    (    83,527)       366,662
                                      ---------       ---------      ---------

   Net cash provided by
      operating activities           $2,150,233      $1,218,378     $2,497,280
                                      ---------       ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($    7,948)    ($   78,281)   ($   18,289)
   Proceeds from sale of
      Net Profits Interests               5,212          11,319         52,686
                                      ---------       ---------      ---------

   Net cash provided (used)
      by investing activities       ($    2,736)    ($   66,962)    $   34,397
                                      ---------       ---------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,897,558)    ($1,020,921)   ($3,035,562)
                                      ---------       ---------      ---------
   Net cash used by financing
      activities                    ($1,897,558)    ($1,020,921)   ($3,035,562)
                                      ---------       ---------      ---------



                                      F-29
<PAGE>




NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $  249,939      $  130,495    ($  503,885)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               317,796         187,301        691,186
                                      ---------       ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  567,735      $  317,796     $  187,301
                                      =========       =========      =========



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




                                      F-30
<PAGE>



                      GEODYNE INSTITUTIONAL/PENSION PROGRAM
                   Notes to the Combined Financial Statements
             For the Periods Ended December 31, 2003, 2002, and 2001


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-31
<PAGE>



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

          P-1           October 25, 1988        $10,807,400
          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

      The Partnerships'  termination date under their partnership  agreements is
December 31, 2005. The General Partner may extend the terms of the  Partnerships
for up to five  two-year  extension  periods.  The  General  Partner has not yet
determined whether it will extend the terms of any Partnership. Accordingly, the
financial  statements have not been presented on a liquidation  basis because it
is not probable that the Partnerships will be terminated within the next year.

      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, 2003:


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

                 P-1             29,811             27.6%
                 P-3             67,813             40.0%
                 P-4             32,507             25.7%
                 P-5             27,448             23.2%
                 P-6             19,751             13.8%


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




                                      F-32
<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-33
<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.

      After payout,  operations and revenues for the Partnerships  have been and
will be  allocated  using the  10%/90%  after  payout  percentages  set forth in
Footnote 3 to the table  above.  The  Partnerships  achieved  payout  during the
following periods:

            Partnership                   Payout Occurred
            -----------                   ---------------
                 P-1                       3rd Qtr. 1998
                 P-3                       2nd Qtr. 2000
                 P-4                       4th Qtr. 1999
                 P-5                       3rd Qtr. 2003
                 P-6                       3rd Qtr. 2001


      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.




                                      F-34
<PAGE>



      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 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.

      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, which includes accretion of
the asset retirement  obligation,  per equivalent  barrel of oil produced during
the years ended December 31, 2003, 2002, and 2001 were as follows:

                  Partnership       2003        2002        2001
                  -----------       -----       -----       -----

                      P-1           $1.21       $1.69       $2.36
                      P-3            1.28        1.80        2.61
                      P-4            1.43        2.68        2.39
                      P-5            1.36        1.46        1.64
                      P-6            1.28        1.51        1.74

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their Net Profits Interests in proved oil and gas properties at the field level.
If the  unamortized  costs of a Net Profits  Interest  within a field exceed the
expected undiscounted future cash flows from such Net Profits Interest, the cost
of the Net Profits  Interest is written down to fair value,  which is determined
by using the  discounted  future  cash flows from the Net Profits  Interest.  No
non-cash charges against earnings  (impairment  provisions) were recorded by the
Partnerships during the three years ended December 31, 2003.

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




                                      F-35
<PAGE>



      Accounts Receivable (Accounts Payable) - Net Profits

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

      Also  included  in  accounts  receivable  (payable)  - Net Profits are the
estimated asset retirement obligations (see "New Accounting Pronouncements") and
the 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 annual production costs per Mcf.

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


      General and Administrative Overhead

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


      Use of Estimates in Financial Statements

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting  period.  Actual results could differ from those  estimates.  Further,
accounts  receivable  (payable)  - Net  Profits  includes  accrued  liabilities,
accrued lease operating  expenses,  asset retirement  obligations,  and deferred
lease operating expenses



                                      F-36
<PAGE>



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.


      New Accounting Pronouncements

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement Obligations" which is effective for fiscal years beginning after June
15,  2002  (January  1, 2003 for the  Partnerships).  On January  1,  2003,  the
Partnerships  adopted  FAS No.  143 and  recorded  an  increase  in Net  Profits
Interests, an increase (decrease) in net income for the cumulative effect of the
change in accounting principle,  and an asset retirement obligation (included in
accounts  receivable  -  Net  Profits),  resulting  in a  decrease  of  accounts
receivable  - Net  Profits,  in  the  following  approximate  amounts  for  each
Partnership:

                                      Increase
                                    (Decrease) in
                                    Net Income for
                   Increase in      the Change in          Asset
                   Net Profits        Accounting         Retirement
Partnership         Interests         Principle          Obligation
-----------        -----------      --------------       ----------

   P-1              $ 59,000         $  4,000            $ 55,000
   P-3                99,000            4,000              95,000
   P-4                54,000        (     400)             54,000
   P-5                72,000            3,000              69,000
   P-6               206,000            1,000             205,000

      These amounts  differ  significantly  from the estimates  disclosed in the
Annual  Report  on Form  10-K  for the year  ended  December  31,  2002 due to a
revision  of the  methodology  used in  calculating  the  change in Net  Profits
Interests.

      The asset  retirement  obligation will be adjusted upwards each quarter in
order to recognize accretion of the time-related  discount factor. For 2003, the
P-1,  P-3,  P-4,  P-5, and P-6  Partnerships  recognized  approximately  $3,000,
$5,000,  $5,000,  $3,000,  and $9,000 of an increase in depletion of Net Profits
Interests,  which was comprised of accretion of the asset retirement  obligation
and depletion of the increase in Net Profits Interests.




                                      F-37
<PAGE>



      The components of the change in asset retirement  obligations for the year
ended December 31, 2003 are as shown below.

                                 P-1 Partnership
                                 ---------------
                                                                  2003
                                                               ----------

Asset Retirement Obligation, January 1, 2003                    $ 55,495
Additions and Revisions                                               79
Settlements and Disposals                                      (   1,737)
Accretion Expense                                                  2,551
                                                                 -------
Asset Retirement Obligation, December 31, 2003                  $ 56,388
                                                                 =======

                                 P-3 Partnership
                                 ---------------
                                                                  2003
                                                               ----------

Asset Retirement Obligation, January 1, 2003                    $ 94,622
Additions and Revisions                                              247
Settlements and Disposals                                      (   3,483)
Accretion Expense                                                  4,280
                                                                 -------
Asset Retirement Obligation, December 31, 2003                  $ 95,666
                                                                 =======

                                 P-4 Partnership
                                 ---------------
                                                                  2003
                                                               ----------

Asset Retirement Obligation, January 1, 2003                    $ 53,986
Additions and Revisions                                              354
Accretion Expense                                                  2,292
                                                                 -------
Asset Retirement Obligation, December 31, 2003                  $ 56,632
                                                                 =======

                                 P-5 Partnership
                                 ---------------
                                                                  2003
                                                               ----------

Asset Retirement Obligation, January 1, 2003                    $ 68,918
Additions and Revisions                                              141
Accretion Expense                                                  3,240
                                                                 -------
Asset Retirement Obligation, December 31, 2003                  $ 72,299
                                                                 =======



                                      F-38
<PAGE>



                                 P-6 Partnership
                                 ---------------
                                                                  2003
                                                               ----------

Asset Retirement Obligation, January 1, 2003                    $204,576
Additions and Revisions                                               50
Accretion Expense                                                  2,035
                                                                 -------
Asset Retirement Obligation, December 31, 2003                  $206,661
                                                                 =======

      Had FAS No.  143 been  adopted  at January 1, 2001 the amount of the asset
retirement  obligation  at that date and at December 31, 2001 and 2002 would not
have been  materially  different from the amount recorded at January 1, 2003. If
this  accounting  policy had been in effect on January  1,  2002,  the  proforma
impact on the P-1, P-3, P-4,  P-5, and P-6  Partnerships  during 2002 would have
been an increase in Depletion of Net Profits Interests of approximately  $3,000,
$5,000, $4,000, $3,000, and $9,000. If this accounting policy had been in effect
on January 1, 2001,  the  proforma  impact on the P-1,  P-3,  P-4,  P-5, and P-6
Partnerships during 2001 would have been an increase in Depletion of Net Profits
Interests of approximately $3,000, $8,000, $4,000, $3,000, and $11,000.


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, 2003,  2002, and
2001:

            Partnership        2003         2002        2001
            -----------      --------     --------    --------

                 P-1          113,760     $113,760    $113,760
                 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



                                      F-39
<PAGE>




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

      The accounts  receivable - related  party at December 31, 2002 for the P-4
Partnership  represents  accrued  proceeds  and  interest  due from the  General
Partner for the sale of certain oil and gas properties  during 2002. Such amount
was collected subsequent to December 31, 2002.


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, 2003,
2002, and 2001:


                                                    Percentage
                                           -----------------------------
Partnership     Purchaser                  2003        2002        2001
----------- --------------------           -----       -----       -----

    P-1       Cinergy Marketing
                ("Cinergy")                14.3%         -           -
              El Paso Energy
                Marketing Company
                ("El Paso")                  -         17.5%       22.7%
              ONEOK Gas Marketing
                Company ("ONEOK")            -           -         12.0%

    P-3       Cinergy                      13.2%         -           -
              El Paso                        -         17.4%       22.3%
              ONEOK                          -           -         10.1%

    P-4       Eaglwing Trading, Inc.       25.9%       23.3%         -
              Valero Industrial
                Gas LP                     22.8%       20.3%       24.2%
              Conoco, Inc.                   -         15.7%       11.0%
              El Paso                        -         11.9%       20.2%
              Philbro Energy, Inc.           -           -         26.9%




                                      F-40
<PAGE>



    P-5           Cinergy                  27.0%         -           -
                  Enogex Services
                    Corporation            18.3%         -           -
                  ONEOK                    14.4%       12.0%         -
                  Duke Energy Field
                    Services, Inc.
                    ("Duke")               13.6%         -           -
                  El Paso                    -         59.2%       80.7%

    P-6           Duke                     22.9%       18.0%         -
                  Kinder Morgan, Inc.      18.0%         -           -
                  Cinergy                  15.2%         -           -
                  El Paso                   -          28.0%       44.1%
                  Tejas Gas Marketing
                    Company                 -            -         15.1%

      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, 2003 and 2002
were as follows:

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

                                              2003             2002
                                          ------------      -------------
Net Profits Interests in proved
  oil and gas properties                   $6,585,411        $ 6,581,374

Less accumulated depletion
  and valuation allowance                 ( 5,852,988)      (  5,854,752)
                                            ---------         ----------
  Net Profits Interests, net               $  732,423        $   726,622
                                            =========         ==========



                                      F-41
<PAGE>




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

                                              2003                2002
                                          ------------      -------------
Net Profits Interests in proved
   oil and gas properties                  $9,972,636        $10,088,679

Less accumulated depletion
   and valuation allowance                ( 8,781,942)      (  8,918,274)
                                            ---------         ----------
   Net Profits Interests, net              $1,190,694        $ 1,170,405
                                            =========         ==========


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

                                              2003                2002
                                          ------------      -------------
Net Profits Interests in proved
   oil and gas properties                  $8,290,388        $ 8,228,148

Less accumulated depletion
   and valuation allowance                ( 7,853,925)      (  7,780,095)
                                            ---------         ----------
   Net Profits Interests, net              $  436,463        $   448,053
                                            =========         ==========


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

                                              2003                2002
                                          ------------      -------------
Net Profits Interests in proved
   oil and gas properties                  $9,432,867        $ 9,387,567

Less accumulated depletion
   and valuation allowance                ( 8,816,590)      (  8,774,819)
                                            ---------         ----------
   Net Profits Interest, net               $  616,277        $   612,748
                                            =========         ==========





                                      F-42
<PAGE>



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

                                               2003               2002
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $11,391,974       $11,469,414

Less accumulated depletion
   and valuation allowance                ( 10,127,782)     ( 10,272,462)
                                            ----------        ----------
   Net Profits Interests, net              $ 1,264,192       $ 1,196,952
                                            ==========        ==========


      Costs Incurred

      No  property  acquisition  or  exploration  costs  were  incurred  by  the
Partnerships during the three years ended December 31, 2003. 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, 2003, 2002, and 2001. Since these acquisition and development costs
were charged  against the Net Profits  payable to the  Partnerships,  such costs
were indirectly borne by the Partnerships.


      Partnership                  2003(1)        2002        2001
      -----------                  -------      -------   --------

           P-1                     $26,919      $61,170     $ 60,254
           P-3                      43,489       88,773      115,995
           P-4                      24,938       73,913      146,878
           P-5                      16,739       76,041       38,301
           P-6                       7,948       78,281       18,289

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

(1)   Excludes the estimated asset  retirement costs for the P-1, P-3, P-4, P-5,
      and P-6 Partnerships of approximately $32,000,  $56,000, $37,000, $44,000,
      and  $149,000,  respectively,   recorded  as  part  of  the  FAS  No.  143
      implementation.

      Quantities of Proved Oil and Gas Reserves - Unaudited

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



                                      F-43
<PAGE>



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, 2000         188,906     1,826,065
  Production                              ( 23,073)   (  290,969)
  Sales of minerals in place              (    557)   (      603)
  Revisions of previous estimates         ( 13,407)      252,859
                                           -------     ---------

Proved reserves, December 31, 2001         151,869     1,787,352
  Production                              ( 20,652)   (  286,109)
  Sales of minerals in place                  -       (   24,441)
  Extensions and discoveries                 3,020        84,663
  Revisions of previous estimates           26,101       171,515
                                           -------     ---------

Proved reserves, December 31, 2002         160,338     1,732,980
  Production                              ( 18,624)   (  284,754)
  Sales of minerals in place              (  1,899)   (   35,150)
  Extensions and discoveries                 2,324         2,792
  Revisions of previous estimates           66,134       850,842
                                           -------     ---------

Proved reserves, December 31, 2003         208,273     2,266,710
                                           =======     =========

PROVED DEVELOPED RESERVES:
      December 31, 2001                    151,869     1,787,352
                                           =======     =========
      December 31, 2002                    160,338     1,732,980
                                           =======     =========
      December 31, 2003                    208,273     2,266,710
                                           =======     =========





                                      F-44
<PAGE>




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

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

Proved reserves, December 31, 2000         252,875     3,080,745
  Production                              ( 29,759)   (  447,621)
  Sales of minerals in place              (    742)   (    2,685)
  Extensions and discoveries                 2,709        14,712
  Revisions of previous estimates         ( 19,464)      276,198
                                           -------     ---------

Proved reserves, December 31, 2001         205,619     2,921,349
  Production                              ( 26,541)   (  433,484)
  Sales of minerals in place                  -       (   30,718)
  Extensions and discoveries                 4,543       121,217
  Revisions of previous estimates           33,066       323,117
                                           -------     ---------

Proved reserves, December 31, 2002         216,687     2,901,481
  Production                              ( 23,935)   (  425,803)
  Sales of minerals in place              (  2,398)   (   44,904)
  Extensions and discoveries                 4,154         5,815
  Revisions of previous estimates           81,987     1,282,716
                                           -------     ---------

Proved reserves, December 31, 2003         276,495     3,719,305
                                           =======     =========
PROVED DEVELOPED RESERVES:
      December 31, 2001                    205,619     2,921,349
                                           =======     =========
      December 31, 2002                    216,687     2,901,481
                                           =======     =========
      December 31, 2003                    276,495     3,719,305
                                           =======     =========




                                      F-45
<PAGE>



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

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

Proved reserves, December 31, 2000          64,699     2,400,809
  Production                               (38,934)   (  388,416)
  Sales of minerals in place               (    62)   (    3,524)
  Extensions and discoveries                50,363       169,655
  Revisions of previous estimates           14,230    (   95,342)
                                            ------     ---------

Proved reserves, December 31, 2001          90,296     2,083,182
  Production                               (26,054)   (  444,617)
  Sales of minerals in place                  -       (   43,199)
  Extensions and discoveries                 2,359        52,147
  Revisions of previous estimates          (37,086)      361,135
                                            ------     ---------

Proved reserves, December 31, 2002          29,515     2,008,648
  Production                               (21,439)   (  258,598)
  Extensions and discoveries                    19         3,707
  Revisions of previous estimates           57,895       344,786
                                            ------     ---------

Proved reserves, December 31, 2003          65,990     2,098,543
                                            ======     =========

PROVED DEVELOPED RESERVES:
      December 31, 2001                     87,867     2,059,176
                                            ======     =========
      December 31, 2002                     27,086     1,984,642
                                            ======     =========
      December 31, 2003                     63,561     2,074,944
                                            ======     =========





                                      F-46
<PAGE>




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

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

Proved reserves, December 31, 2000          33,412     2,385,944
  Production                               ( 4,781)   (  438,194)
  Sales of minerals in place               (   229)   (    3,593)
  Extensions and discoveries                  -           18,889
  Revisions of previous estimates            1,501       377,619
                                            ------     ---------

Proved reserves, December 31, 2001          29,903     2,340,665
  Production                               ( 6,223)   (  386,565)
  Sales of minerals in place               (    60)   (    7,037)
  Extensions and discoveries                13,919        93,056
  Revisions of previous estimates            7,248       166,776
                                            ------     ---------

Proved reserves, December 31, 2002          44,787     2,206,895
  Production                               ( 6,364)   (  313,632)
  Sales of minerals in place                  -       (        1)
  Revisions of previous estimates            9,047       453,379
                                            ------     ---------

Proved reserves, December 31, 2003          47,470     2,346,641
                                            ======     =========
PROVED DEVELOPED RESERVES:
  December 31, 2001                         29,903     2,340,665
                                            ======     =========
  December 31, 2002                         44,787     2,206,895
                                            ======     =========
  December 31, 2003                         47,470     2,346,641
                                            ======     =========





                                      F-47
<PAGE>




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

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

Proved reserves, December 31, 2000         113,104     4,195,462
  Production                              ( 13,190)   (  678,969)
  Sales of minerals in place              (     73)   (    1,212)
  Extensions and discoveries                  -            6,483
  Revisions of previous estimates         (  6,143)      432,317
                                           -------     ---------

Proved reserves, December 31, 2001          93,698     3,954,081
  Production                              ( 15,089)   (  636,758)
  Sales of minerals in place              (     63)   (    7,595)
  Extensions and discoveries                15,007       107,938
  Revisions of previous estimates           20,662       506,262
                                           -------     ---------

Proved reserves, December 31, 2002         114,215     3,923,928
  Production                              ( 15,939)   (  577,123)
  Revisions of previous estimates           27,563       763,881
                                           -------     ---------

Proved reserves, December 31, 2003         125,839     4,110,686
                                           =======     =========
PROVED DEVELOPED RESERVES:
  December 31, 2001                         93,698     3,954,081
                                           =======     =========
  December 31, 2002                        114,215     3,923,928
                                           =======     =========
  December 31, 2003                        125,839     4,110,686
                                           =======     =========






                                      F-48
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2003 and 2002 are as
follows:

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


                                                 2003
                         ---------------------------------------------------
                           First        Second         Third        Fourth
                          Quarter       Quarter       Quarter       Quarter
                         ---------     ---------     ---------     ---------

Total Revenues           $387,144      $381,855      $329,721      $317,478
Gross Profit(1)           361,419       365,392       306,678       302,771
Net Income                324,187       326,738       273,879       272,085
Limited Partners'
   Net Income
   Per Unit                  2.68          2.71          2.26          2.26


                                                2002
                        ---------------------------------------------------
                          First        Second         Third        Fourth
                         Quarter       Quarter       Quarter       Quarter
                        ---------     ---------     ---------     ---------

Total Revenues           $186,554      $256,672      $282,844      $306,574
Gross Profit(1)           156,014       230,993       256,853       273,500
Net Income                110,642       197,085       224,034       242,595
Limited Partners'
   Net Income
   Per Unit                   .90          1.62          1.84          1.99

-----------------------------
(1) Total revenues less depletion of Net Profits Interests.



                                      F-49
<PAGE>



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

                                                 2003
                         ---------------------------------------------------
                           First        Second         Third        Fourth
                          Quarter       Quarter       Quarter       Quarter
                         ---------     ---------     ---------     ---------

Total Revenues           $549,486      $571,428      $475,740      $455,123
Gross Profit(1)           512,012       543,756       442,102       432,662
Net Income                458,027       488,285       391,411       385,277
Limited Partners'
   Net Income
   Per Unit                  2.41          2.58          2.06          2.03

                                                2002
                        ---------------------------------------------------
                          First        Second         Third        Fourth
                         Quarter       Quarter       Quarter       Quarter
                        ---------     ---------     ---------     ---------

Total Revenues           $261,485      $366,608      $401,101      $432,089
Gross Profit(1)           213,180       325,700       362,298       382,632
Net Income                149,660       275,320       312,518       335,078
Limited Partners'
   Net Income
   Per Unit                   .77          1.44          1.64          1.75



------------------------------
(1) Total revenues less depletion of Net Profits Interests.



                                      F-50
<PAGE>



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

                                               2003
                        --------------------------------------------------
                          First        Second         Third        Fourth
                         Quarter       Quarter       Quarter       Quarter
                        ---------     ---------     ---------     --------

Total Revenues          $511,516      $434,810      $358,498      $271,023
Gross Profit(1)          483,557       419,755       334,988       245,353
Net Income               438,118       376,799       297,050       210,273
Limited Partners'
   Net Income
   Per Unit                 3.10          2.68          2.10          1.48

                                               2002
                        --------------------------------------------------
                          First        Second         Third        Fourth
                         Quarter       Quarter       Quarter       Quarter
                        ---------     ---------     ---------     --------

Total Revenues          $337,201      $389,844      $403,479      $299,188
Gross Profit(1)          288,509       355,668       286,675       230,248
Net Income               239,022       318,021       250,029       195,436
Limited Partners'
   Net Income
   Per Unit                 1.67          2.24          1.70          1.34

---------------------------------
(1) Total revenues less depletion of Net Profits Interests.



                                      F-51
<PAGE>



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

                                                2003
                        --------------------------------------------------
                          First        Second         Third        Fourth
                         Quarter       Quarter       Quarter       Quarter
                        ---------     ---------     ---------     --------

Total Revenues          $446,994      $313,378      $289,476      $233,167
Gross Profit(1)          430,669       288,313       274,839       209,557
Net Income               390,634       247,488       239,208       176,608
Limited Partners'
   Net Income
   Per Unit                 3.13          1.98          1.80          1.33

                                               2002
                        --------------------------------------------------
                          First        Second         Third        Fourth
                         Quarter       Quarter       Quarter       Quarter
                        ---------     ---------     ---------     --------

Total Revenues          $164,561      $266,293      $234,285      $231,862
Gross Profit(1)          140,947       241,805       215,339       195,698
Net Income                93,771       206,262       180,875       163,006
Limited Partners'
   Net Income
   Per Unit                  .74          1.65          1.45          1.29



------------------------------
(1) Total revenues less depletion of Net Profits Interests.



                                      F-52
<PAGE>



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

                                                2003
                        --------------------------------------------------
                          First        Second         Third        Fourth
                         Quarter       Quarter       Quarter       Quarter
                        ---------     ---------     ---------     --------

Total Revenues          $722,864      $722,350      $457,829      $447,741
Gross Profit(1)          688,470       680,373       424,305       414,002
Net Income               640,302       632,881       381,441       374,385
Limited Partners'
   Net Income
   Per Unit                 4.01          3.95          2.38          2.34

                                                2002
                        --------------------------------------------------
                          First        Second         Third        Fourth
                         Quarter       Quarter       Quarter       Quarter
                        ---------     ---------     ---------     --------

Total Revenues          $324,518      $479,250      $376,121      $309,444
Gross Profit(1)          269,261       429,345       350,229       257,112
Net Income               214,838       387,223       308,936       217,789
Limited Partners'
   Net Income
   Per Unit                 1.32          2.40          1.93          1.34



------------------------------
(1) Total revenues less depletion of Net Profits Interests.





                                      F-53
<PAGE>





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

No.         Description
----        -----------

 4.1        Certificate  of Limited  Partnership  dated  March 16,  1988 for the
            Geodyne Institutional/ Pension Energy Income P-1 Limited Partnership
            filed as Exhibit 4.1 to Registrant's  Annual Report on Form 10-K for
            the year ended December 31, 2001, filed with the SEC on February 26,
            2002 and is hereby incorporated by reference.

 4.2        Amended and Restated Agreement of Limited  Partnership dated October
            25, 1988 for the  Geodyne  Institutional/Pension  Energy  Income P-1
            Limited  Partnership  filed as Exhibit  4.2 to  Registrant's  Annual
            Report on Form 10-K for the year ended December 31, 2001, filed with
            the  SEC  on  February  26,  2002  and  is  hereby  incorporated  by
            reference.

 4.3        First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Amended and Restated  Agreement of Limited  Partnership
            dated  February  24,  1993,  for the  Geodyne  Institutional/Pension
            Energy  Income  P-1  Limited  Partnership  filed as  Exhibit  4.3 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 4.4        Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for the Geodyne Institutional/Pension Energy Income P-1 Limited
            Partnership  filed as Exhibit 4.4 to  Registrant's  Annual Report on
            Form 10-K for the year ended  December 31, 2001,  filed with the SEC
            on February 26, 2002 and is hereby incorporated by reference.

 4.5        Second  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    August   4,    1993,    for   the    Geodyne
            Institutional/Pension Energy Income P-1 Limited Partnership filed as
            Exhibit 4.5 to Registrant's  Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.6        Third  Amendment  to  Amended  and  Restated  Agreement  of  Limited
            Partnership    dated    August   31,    1995,    for   the   Geodyne
            Institutional/Pension Energy Income P-1 Limited Partnership filed as
            Exhibit 4.6 to Registrant's  Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.



                                      F-54
<PAGE>



 4.7        Fourth  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    July    1,    1996,    for    the    Geodyne
            Institutional/Pension Energy Income P-1 Limited Partnership filed as
            Exhibit 4.7 to Registrant's  Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.8        Certificate of Limited  Partnership  dated February 13, 1989 for the
            Geodyne Institutional/ Pension Energy Income Limited Partnership P-3
            filed as Exhibit 4.15 to Registrant's Annual Report on Form 10-K for
            the year ended December 31, 2001, filed with the SEC on February 26,
            2002 and is hereby incorporated by reference.

 4.9        Amended and Restated Agreement of Limited  Partnership dated May 10,
            1989 for the Geodyne  Institutional/Pension  Energy  Income  Limited
            Partnership P-3 filed as Exhibit 4.16 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.10       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Amended and Restated  Agreement of Limited  Partnership
            dated  February  24,  1993,  for the  Geodyne  Institutional/Pension
            Energy  Income  Limited  Partnership  P-3 filed as  Exhibit  4.17 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 4.11       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for the Geodyne  Institutional/Pension  Energy  Income  Limited
            Partnership P-3 filed as Exhibit 4.18 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.12       Second  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    August   4,    1993,    for   the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-3 filed as
            Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.13       Third  Amendment  to  Amended  and  Restated  Agreement  of  Limited
            Partnership    dated    August   31,    1995,    for   the   Geodyne
            Institutional/Pension Energy Income Limited Partnership P-3 filed as
            Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year
            ended December



                                      F-55
<PAGE>



            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 4.14       Fourth  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    July    1,    1996,    for    the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-3 filed as
            Exhibit 4.21 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.15       Certificate  of  Limited  Partnership  dated  May 10,  1989  for the
            Geodyne Institutional/ Pension Energy Income Limited Partnership P-4
            filed as Exhibit 4.22 to Registrant's Annual Report on Form 10-K for
            the year ended December 31, 2001, filed with the SEC on February 26,
            2002 and is hereby incorporated by reference.

 4.16       Amended and Restated Agreement of Limited Partnership dated November
            20, 1989 for the Geodyne Institutional/Pension Energy Income Limited
            Partnership P-4 filed as Exhibit 4.23 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.17       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Amended and Restated  Agreement of Limited  Partnership
            dated  February  24,  1993,  for the  Geodyne  Institutional/Pension
            Energy  Income  Limited  Partnership  P-4 filed as  Exhibit  4.24 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 4.18       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for the Geodyne  Institutional/Pension  Energy  Income  Limited
            Partnership P-4 filed as Exhibit 4.25 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.19       Second  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    August   4,    1993,    for   the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-4 filed as
            Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.20       Third  Amendment  to  Amended  and  Restated  Agreement  of  Limited
            Partnership dated  August 31, 1995, for the  Geodyne  Institutional/
            Pension Energy Income Limited



                                      F-56
<PAGE>



            Partnership P-4 filed as Exhibit 4.27 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.21       Fourth  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    July    1,    1996,    for    the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-4 filed as
            Exhibit 4.28 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.22       Certificate  of Limited  Partnership  dated November 9, 1989 for the
            Geodyne Institutional/ Pension Energy Income Limited Partnership P-5
            filed as Exhibit 4.29 to Registrant's Annual Report on Form 10-K for
            the year ended December 31, 2001, filed with the SEC on February 26,
            2002 and is hereby incorporated by reference.

 4.23       Amended and Restated Agreement of Limited Partnership dated February
            26, 1990 for the Geodyne Institutional/Pension Energy Income Limited
            Partnership P-5 filed as Exhibit 4.30 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.24       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Amended and Restated  Agreement of Limited  Partnership
            dated  February  24,  1993,  for the  Geodyne  Institutional/Pension
            Energy  Income  Limited  Partnership  P-5 filed as  Exhibit  4.31 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 4.25       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for the Geodyne  Institutional/Pension  Energy  Income  Limited
            Partnership P-5 filed as Exhibit 4.32 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.26       Second  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    August   4,    1993,    for   the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-5 filed as
            Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.




                                      F-57
<PAGE>



 4.27       Third  Amendment  to  Amended  and  Restated  Agreement  of  Limited
            Partnership    dated    August   31,    1995,    for   the   Geodyne
            Institutional/Pension Energy Income Limited Partnership P-5 filed as
            Exhibit 4.34 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.28       Fourth  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    July    1,    1996,    for    the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-5 filed as
            Exhibit 4.35 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.29       Certificate of Limited  Partnership  dated November 28, 1989 for the
            Geodyne Institutional/ Pension Energy Income Limited Partnership P-6
            filed as Exhibit 4.36 to Registrant's Annual Report on Form 10-K for
            the year ended December 31, 2001, filed with the SEC on February 26,
            2002 and is hereby incorporated by reference.

 4.30       Amended and Restated Agreement of Limited  Partnership dated October
            5, 1990 for the Geodyne  Institutional/Pension Energy Income Limited
            Partnership P-6 filed as Exhibit 4.37 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.31       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Amended and Restated  Agreement of Limited  Partnership
            dated  February  24,  1993,  for the  Geodyne  Institutional/Pension
            Energy  Income  Limited  Partnership  P-6 filed as  Exhibit  4.38 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 4.32       Second Amendment to Certificate of Limited Partnership dated July 1,
            1996 for the Geodyne  Institutional/Pension  Energy  Income  Limited
            Partnership P-6 filed as Exhibit 4.39 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 4.33       Second  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    August   4,    1993,    for   the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-6 filed as
            Exhibit 4.40 to Registrant's Annual Report on Form 10-K for the year
            ended December



                                      F-58
<PAGE>



            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 4.34       Third  Amendment  to  Amended  and  Restated  Agreement  of  Limited
            Partnership    dated    August   31,    1995,    for   the   Geodyne
            Institutional/Pension Energy Income Limited Partnership P-6 filed as
            Exhibit 4.41 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 4.35       Fourth  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    July    1,    1996,    for    the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-6 filed as
            Exhibit 4.42 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 10.1       Amended and Restated Agreement of Partnership dated October 25, 1988
            for the  Geodyne  NPI  Partnership  P-1  filed  as  Exhibit  10.1 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 10.2       First  Amendment  to Amended and Restated  Agreement of  Partnership
            dated February 26, 1993 for the Geodyne NPI Partnership P-1 filed as
            Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 10.3       Second  Amendment to Amended and Restated  Agreement of  Partnership
            dated  July 1, 1996 for the  Geodyne  NPI  Partnership  P-1 filed as
            Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 2001, filed with the SEC on February 26, 2002 and
            is hereby incorporated by reference.

 10.4       Agreement of Partnership  dated February 9, 1989 for the Geodyne NPI
            Partnership P-3 filed as Exhibit 10.7 to Registrant's  Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 10.5       First Amendment to Agreement of Partnership  dated February 26, 1993
            for the  Geodyne  NPI  Partnership  P-3  filed  as  Exhibit  10.8 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.




                                      F-59
<PAGE>



 10.6       Second Amendment to Agreement of Partnership  dated July 1, 1996 for
            the  Geodyne  NPI   Partnership   P-3  filed  as  Exhibit   10.9  to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 10.7       Agreement  of  Partnership  dated April 24, 1989 for the Geodyne NPI
            Partnership P-4 filed as Exhibit 10.10 to Registrant's Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 10.8       First Amendment to Agreement of Partnership  dated February 26, 1993
            for the  Geodyne  NPI  Partnership  P-4  filed as  Exhibit  10.11 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 10.9       Second Amendment to Agreement of Partnership  dated July 1, 1996 for
            the  Geodyne  NPI   Partnership   P-4  filed  as  Exhibit  10.12  to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 10.10      Agreement of Partnership  dated October 27, 1989 for the Geodyne NPI
            Partnership P-5 filed as Exhibit 10.13 to Registrant's Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.

 10.11      First Amendment to Agreement of Partnership  dated February 26, 1993
            for the  Geodyne  NPI  Partnership  P-5  filed as  Exhibit  10.14 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 10.12      Second Amendment to Agreement of Partnership  dated July 1, 1996 for
            the  Geodyne  NPI   Partnership   P-5  filed  as  Exhibit  10.15  to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 10.13      Agreement of Partnership dated November 28, 1989 for the Geodyne NPI
            Partnership P-6 filed as Exhibit 10.16 to Registrant's Annual Report
            on Form 10-K for the year ended  December 31,  2001,  filed with the
            SEC on February 26, 2002 and is hereby incorporated by reference.




                                      F-60
<PAGE>



 10.14      First Amendment to Agreement of Partnership  dated February 26, 1993
            for the  Geodyne  NPI  Partnership  P-6  filed as  Exhibit  10.17 to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 and is hereby
            incorporated by reference.

 10.15      Second Amendment to Agreement of Partnership  dated July 1, 1996 for
            the  Geodyne  NPI   Partnership   P-6  filed  as  Exhibit  10.18  to
            Registrant's  Annual Report on Form 10-K for the year ended December
            31,  2001,  filed with the SEC on  February  26,  2002 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 Limited Partnership P-3.

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

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

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

*31.1       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income P-1 Limited Partnership.

*31.2       Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income P-1 Limited Partnership.

*31.3       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-3.

*31.4       Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-3.

*31.5       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-4.




                                      F-61
<PAGE>



*31.6       Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-4.

*31.7       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-5.

*31.8       Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-5.

*31.9       Certification    by   Dennis    R.    Neill    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-6.

*31.10      Certification    by   Craig    D.    Loseke    required    by   Rule
            13a-14(a)/15d-14(a)  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-6.

*32.1       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Institutional/Pension Energy Income P-1 Limited Partnership.

*32.2       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Institutional/Pension Energy Income Limited Partnership P-3.

*32.3       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Institutional/Pension Energy Income Limited Partnership P-4.

*32.4       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Institutional/Pension Energy Income Limited Partnership P-5.

*32.5       Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002 for the
            Geodyne Institutional/Pension Energy Income Limited Partnership P-6.



      All other Exhibits are omitted as inapplicable.

      ----------

      *Filed herewith.



                                      F-62